1a2_03-18-13 Lincoln 91 Reoffering Circular Supplement.pdf

4851-0992-4115.6
REOFFERING-NOT A NEW ISSUE
SUPPLEMENT, DATED MARCH 18, 2013, TO REOFFERING CIRCULAR, DATED MAY 25, 2010
The opinion of Chapman and Cutler delivered on January 17, 1991, stated that, subject to compliance by the Company and the
Issuer of Bonds with certain covenants, under then-existing law (a) interest on the Bonds is not includible in gross income of the Owners
thereof for federal income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a person who
is a substantial user of the Project or any person considered to be related to such person (within the meaning of Section 103(b)(13) of the
Internal Revenue Code of 1954, as amended) and (b) interest on the Bonds will not be treated as an item of tax preference in computing the
alternative minimum tax for individuals and corporations. Such interest will be taken into account, however, in computing an adjustment
used in determining the alternative minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that under
then-existing law such interest will be exempt from certain Wyoming taxes. Such opinion has not been updated as of the date hereof. In
the opinion of Bond Counsel to be delivered in connection with the delivery of the Replacement Letters of Credit, the delivery of the
Replacement Letter of Credit will not adversely affect the status of interest on the Bonds as not includible in the gross income of the
owners thereof for federal income tax purposes. See “TAX EXEMPTION” herein for a more complete discussion.
DELIVERY OF ALTERNATE CREDIT FACILITY
$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1991
(CUSIP 533485 BA51)
PURCHASE DATE: MARCH 25, 2013 DUE: JANUARY 1, 2016
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made under a Loan Agreement
between the Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015, unless earlier terminated or extended, the Bonds will be supported by an Irrevocable
Transferable Direct Pay Letter of Credit (the “Replacement Letter of Credit”) issued with respect to the Bonds by the New York Agency of
THE BANK OF NOVA SCOTIA
Under the Replacement Letter of Credit, the Trustee will be entitled to draw up to (a) an amount sufficient to pay (i) the outstanding unpaid
principal amount of the Bonds or (ii) the portion of the purchase price of the Bonds corresponding to such unpaid principal amount plus (b) an amount
sufficient to pay (i) up to 48 days’ accrued interest on the Bonds, calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days
or (ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The Replacement Letter of Credit will only be available to be
drawn while the Bonds bear interest at a daily rate or a weekly rate pursuant to the Indenture. Failure to pay the purchase price when due and payable is an
event of default under the Indenture.
The Bonds are currently supported by separate a Letter of Credit issued by Wells Fargo Bank, National Association (the “Existing Letter of
Credit”). On March 26, 2013, the Replacement Letter of Credit will be delivered to the Trustee in substitution for the Existing Letter of Credit, and the
Bonds will not have the benefit of the Existing Letter of Credit after such substitution.
As of the date hereof, the Bonds bear interest at a Weekly Interest Rate. The Bonds bearing interest at a Weekly Interest Rate are issuable as
fully registered Bonds without coupons, initially in the denomination of $100,000 and integral multiples of $100,000 in excess thereof. Interest on Bonds
will be payable on the Interest Payment Date applicable to the Bonds. The Depository Trust Company, New York, New York (“DTC”), will continue to act
as a securities depository for the Bonds. The Bonds are registered in the name of Cede & Co., as registered owner and nominee of DTC, and, except for the
limited circumstances described herein, beneficial owners of interests in the Bonds will not receive certificates representing their interests in the Bonds.
Payments of principal of, and premium, if any, and interest on the Bonds will be made through DTC and its Participants and disbursements of such payments
to purchasers will be the responsibility of such Participants.
Certain legal matters related to the delivery of the Replacement Letter of Credit will be passed upon by Chapman and Cutler LLP, Bond Counsel
to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq., counsel to the Company.
The Bonds are reoffered, subject to prior sale and certain other conditions.
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Remarketing Agent

1 Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor's, CUSIP Service Bureau, a division of The McGraw-Hill
Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are
provided for convenience of reference only. None of the Issuer, the Company or the Remarketing Agent takes any responsibility for the accuracy of such
numbers.

4851-0992-4115.6
No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than
those contained in this Supplement to Reoffering Circular in connection with the reoffering made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the Issuer, PacifiCorp, The Bank of Nova Scotia or the Remarketing
Agent. Neither the delivery of this Supplement to Reoffering Circular nor any sale hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Issuer, The Bank of Nova Scotia or PacifiCorp since the date hereof. The Issuer has
not and will not assume any responsibility as to the accuracy or completeness of the information in this Supplement to Reoffering Circular. No
representation is made by The Bank of Nova Scotia as to the accuracy, completeness or adequacy of the information contained in this Supplement
to Reoffering Circular, except with respect to Appendix B hereto. The Bonds are not registered under the Securities Act of 1933, as amended.
Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity has passed upon the accuracy or
adequacy of this Supplement to Reoffering Circular.
In connection with this offering, the Remarketing Agent may overallot or effect transactions which stabilize or maintain the market
price of the securities offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced,
may be discontinued at any time.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement to Reoffering Circular: The
Remarketing Agent has reviewed the information in the Supplement to Reoffering Circular in accordance with, and as part of, its responsibilities
to investors under the federal securities laws as applied to the facts and circumstances of the transaction, but the Remarketing Agent does not
guarantee the accuracy or completeness of such information.
TABLE OF CONTENTS
Page
GENERAL INFORMATION ........................................................................................................................................ 1
THE LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT .................................................................... 3
THE LETTER OF CREDIT .......................................................................................................................................... 4
THE REIMBURSEMENT AGREEMENT ................................................................................................................... 4
REMARKETING AGENT .......................................................................................................................................... 11
TAX EXEMPTION ..................................................................................................................................................... 13
MISCELLANEOUS .................................................................................................................................................... 14

APPENDIX A — PACIFICORP
APPENDIX B — THE BANK OF NOVA SCOTIA
APPENDIX C — REOFFERING CIRCULAR DATED MAY 25, 2010
APPENDIX D — PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT

4851-0992-4115.6
$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1991

GENERAL INFORMATION
THIS SUPPLEMENT TO REOFFERING CIRCULAR DOES NOT CONTAIN
COMPLETE DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION
WHICH IS SET FORTH IN THE REOFFERING CIRCULAR DATED MAY 25, 2010,
A COPY OF WHICH IS ATTACHED HERETO AS APPENDIX C (THE “ORIGINAL
REOFFERING CIRCULAR” AND, TOGETHER WITH THIS SUPPLEMENT TO
REOFFERING CIRCULAR, THE “REOFFERING CIRCULAR”), EXCEPT WHERE
THERE HAS BEEN A CHANGE IN THE DOCUMENTS OR MORE RECENT
INFORMATION SINCE THE DATE OF THE ORIGINAL REOFFERING CIRCULAR.
THIS SUPPLEMENT TO REOFFERING CIRCULAR SHOULD THEREFORE BE
READ ONLY IN CONJUNCTION WITH THE ORIGINAL REOFFERING
CIRCULAR.
This Supplement to Reoffering Circular is provided to furnish certain information with
respect to the reoffering of the Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1991, the “Bonds”) in the aggregate principal amount of $45,000,000, issued by Lincoln
County, Wyoming (the “Issuer”).
The Bonds were issued pursuant to a Trust Indenture, dated as of January 1, 1999 (the
“Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as Trustee (the “Trustee”), as
further amended and restated by a Fourth Supplemental Trust Indenture, dated as of June 1, 2010
(the “Fourth Supplemental Indenture”), between the Issuer and the Trustee, and under a
resolution of the governing body of the Issuer. The Trust Indenture, as amended and restated by
the Fourth Supplemental Indenture, is sometimes referred to herein as the “Indenture.” Pursuant
to a Loan Agreement dated as of January 1, 1991, as heretofore amended, supplemented and
restated (the “Original Loan Agreement”), between PacifiCorp (the “Company”) and the Issuer,
as further amended and restated by a Second Supplemental Loan Agreement, dated as of June 1,
2010 between the Company and the Issuer (the “Second Supplemental Loan Agreement”), the
Issuer has lent the proceeds from the original sale of the Bonds to the Company. The Original
Loan Agreement, as amended and restated by the Second Supplemental Loan Agreement, is
sometimes referred to herein as the “Loan Agreement.” Under the Agreement, the Company is
unconditionally obligated to pay amounts sufficient to provide for payment of the principal of,
premium, if any, and interest on the Bonds (the “Loan Payments”) and for payment of the
purchase price of the Bonds. The proceeds of the Bonds, together with certain other moneys of
the Company, were used for the purposes set forth in the Original Reoffering Circular.

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The Bonds, together with premium, if any, and interest thereon, are limited and not
general, obligations of the Issuer not constituting or giving rise to a pecuniary liability of
the Issuer nor any charge against its general credit or taxing powers nor an indebtedness of
or a loan of credit thereof, shall be payable solely from the Revenues (as defined in the
Indenture and which includes moneys drawn under the Letter of Credit) and other moneys
pledged therefor under the Indenture, and shall be a valid claim of the respective holders
thereof only against the Bond Fund (as defined in the Indenture), Revenues and other
moneys held by the Trustee as part of the Trust Estate (as defined in the Indenture). The
Issuers shall not be obligated to pay the purchase price of any of the Bonds from any
source.
No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement contained in the Indenture, against any past, present or future
officer or employee of the Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of
and in consideration for the execution of the Indenture and the issuance of the Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the Letter of Credit dated June 1, 2010 (the “Existing Letter of Credit”) and issued by Wells
Fargo Bank, National Association (the “Prior Bank”) with respect to the Bonds, which has
supported payment of the principal, interest and purchase price of the Bonds since the date the
Existing Letter of Credit was issued. Pursuant to the Indenture, the Company has elected to
replace the Existing Letter of Credit with an Irrevocable Transferrable Direct Pay Letter of
Credit (the “Letter of Credit”) to be issued by The Bank of Nova Scotia, a bank organized under
the laws of Canada, acting through its New York Agency (the “Bank”). The Letter of Credit will
be delivered to the Trustee on March 26, 2013 (the “Effective Date”) and, after such date, the
Bonds will not have the benefit of the Existing Letter of Credit.
With respect to the Bonds, the Trustee will be entitled to draw under the Letter of Credit
up to (a) an amount sufficient to pay (i) the outstanding unpaid principal amount of the Bonds or
(ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal
amount plus (b) an amount sufficient to pay (i) up to 48 days’ accrued interest on the Bonds
(calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The
Letter of Credit will only be available to be drawn on with respect to the Bonds bearing interest
at a daily rate or a weekly rate under the Indenture.
After the date of delivery of the Letter of Credit, the Company is permitted under the
Agreement and the Indenture to provide a substitute letter of credit (the “Substitute Letter of
Credit”), which is issued by the same Bank that issued the then existing Letter of Credit and
which is identical to such Letter of Credit except for (i) an increase or decrease in the Interest
Coverage Rate (as defined in the Indenture), (ii) an increase or decrease in the Interest Coverage
Period (as defined in the Indenture) or (iii) any combination of (i) and (ii). As used hereafter,

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“Letter of Credit” shall, unless the context otherwise requires, mean such Substitute Letter of
Credit from and after the issuance date thereof. The Company also is permitted under the
Agreement and Indenture to provide for the delivery of an alternate credit facility, including a
letter of credit of a commercial bank or a credit facility from a financial institution, or any other
credit support agreement or mechanism arranged by the Company (which may involve a letter of
credit or other credit facility or first mortgage bonds of the Company or an insurance policy), the
administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. See “THE LETTER OF CREDIT” and the Reoffering Circular
under the caption “THE BONDS—Purchase of Bonds.”
Prior to the delivery of the Letter of Credit, the Bonds were bearing interest at a Weekly
Interest Rate. Following the delivery of the Letter of Credit, the Bonds will continue to bear
interest at a Weekly Interest Rate, subject to the right of the Company to cause the interest rate
on the Bonds to be converted to other interest rate determination methods as described in the
Reoffering Circular.
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof.
Brief descriptions of the Issuer, the Bonds, the Letter of Credit, the Reimbursement
Agreement, the Agreement and the Indenture are included in this Supplement to Reoffering
Circular, including the Original Reoffering Circular attached as Appendix C hereto. Information
regarding the business, properties and financial condition of the Company is included in
Appendix A attached hereto. A brief description of the Bank is included as Appendix B hereto.
The descriptions herein, including in Appendix C, of the Agreement, the Indenture, the Letter of
Credit and the Reimbursement Agreement are qualified in their entirety by reference to such
documents, and the descriptions herein of the Bonds are qualified in their entirety by reference to
the forms thereof and the information with respect thereto included in the aforesaid documents.
All such descriptions are further qualified in their entirety by reference to laws and principles of
equity relating to or affecting the enforcement of creditors’ rights generally. Copies of such
documents may be obtained from the principal corporate trust office of the Trustee in Chicago,
Illinois and at the principal offices of the Remarketing Agent in New York, New York. The
letter of credit described in the Original Reoffering Circular is no longer in effect as of March 26,
2013 and the information in the Original Reoffering Circular with respect thereto should be
disregarded.
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT
The following is a brief summary of certain provisions of the Replacement Letter of
Credit and that certain Letter of Credit and Reimbursement Agreement, dated March 26,
2013, as amended and supplemented, between the Company and The Bank of Nova Scotia
(together with all related documents, the “Reimbursement Agreement”). This summary is not a
complete recital of the terms of the Replacement Letter of Credit or the Reimbursement
Agreement and reference is made to the Replacement Letter of Credit or the Reimbursement
Agreement, as applicable, in its entirety.

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THE LETTER OF CREDIT
The Replacement Letter of Credit will be an irrevocable direct pay obligation of the Bank
to pay to the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount
sufficient to pay (i) the outstanding unpaid principal amount of the applicable Bonds or (ii) the
portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus
(b) an amount sufficient to pay (i) up to 48 days’ accrued interest on such Bonds (in each case
calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the applicable Bonds corresponding to such accrued
interest. The Replacement Letter of Credit will only be available to be drawn while the Bonds
bear interest at a daily rate or a weekly rate pursuant to the Indenture. The Replacement Letter
of Credit will be substantially in the form attached hereto as Appendix F. The Replacement
Letter of Credit will be issued pursuant to a Letter of Credit Reimbursement Agreement, dated
March 26, 2013 (the “Reimbursement Agreement”), between the Company and the Bank.
The Bank’s obligation under the Replacement Letter of Credit will be reduced to the
extent of any drawings thereunder. However, with respect to a drawing by the Trustee to enable
the Remarketing Agent or the Trustee to pay the purchase price of the Bonds delivered for
purchase and not remarketed by the Remarketing Agent, such amounts shall be immediately
reinstated upon reimbursement. With respect to a drawing by the Trustee for the payment of
interest only on the Bonds, the amount that may be drawn under the Replacement Letter of
Credit will be automatically reinstated on the eighth (8th) business day following the Bank’s
honoring of such drawing by the amount drawn, unless the Trustee has received notice (the
“Non-Reinstatement Notice”) from the Bank by the seventh (7th) business day following the date
of such honoring that there will be no reinstatement.
Upon an acceleration of the maturity of Bonds due to an event of default under the
Indenture, the Trustee will be entitled to draw on the Replacement Letter of Credit, if it is then in
effect, to the extent of the aggregate principal amount of the Bonds outstanding, plus up to
48 days’ interest accrued and unpaid on the Bonds (less amounts paid in respect of principal or
interest for which the Replacement Letter of Credit has not been reinstated).
The Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015 (such
date, as it may be extended as provided in such Replacement Letter of Credit, the “Scheduled
Expiration Date”), (b) four (4) Business Days following the Trustee’s receipt of (i) written notice
from the Bank that an event of default has occurred under the Reimbursement Agreement or
(ii) a Non-Reinstatement Notice, (c) the date that the Trustee informs the Bank that the
conditions for termination of the Replacement Letter of Credit as set forth in the Indenture have
been satisfied and that the Replacement Letter of Credit has terminated in accordance with its
terms, (d) the date that is 15 days after the conversion of the Bonds to an interest rate mode other
than a daily rate or a weekly rate pursuant to the Indenture and (e) the date of a final drawing
under the Replacement Letter of Credit.
REIMBURSEMENT AGREEMENT
General. The Company has executed and delivered the Reimbursement Agreement
requesting that the Bank issue an irrevocable direct pay letter of credit for the Bonds and

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governing the issuance thereof. The Replacement Letter of Credit is issued pursuant to the
Reimbursement Agreement.
Under the Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the Replacement Letter of Credit, to pay certain fees and expenses, to
pay interest on any unreimbursed drawings or other amounts unpaid, and to reimburse the Bank
for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Reimbursement
Agreement, as applicable, that are not otherwise defined in this Supplement will have the
meanings set forth below.
“Applicable Law” means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and
orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders,
decisions, judgments and decrees of all courts (whether at law or in equity or admiralty)
and arbitrators.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the latest consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of such date of determination.
“Credit Documents” means, with respect to the Replacement Letter of Credit, the
Reimbursement Agreement, Custodian Agreement, Fee Letter (each as defined in the
Reimbursement Agreement) and any and all other instruments and documents executed
and delivered by the Company in connection with any of the foregoing.
“Debt” of any Person means, at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in the ordinary
course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all obligations of such Person as
lessee under leases that have been, in accordance with GAAP, recorded as capital leases,
(e) all obligations of such Person in respect of reimbursement agreements with respect to
acceptances, letters of credit (other than trade letters of credit) or similar extensions of
credit and (f) all guaranties.
“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in
effect from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business
(whether or not incorporated) that is considered to be a single employer with such entity
within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of
ERISA with respect to a Pension Plan; (b) the failure to make a required contribution to

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any Pension Plan that would result in the imposition of a lien or other encumbrance or the
provision of security under the Internal Revenue Code (the “Code”) or ERISA, or there
being or arising any “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Code or ERISA), whether or not waived,
or the filing of any request for or receipt of a minimum funding waiver under the Internal
Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status
under ERISA; (c) the filing of a notice of intent to terminate, or the termination of any
Pension Plan under certain provisions of ERISA; (d) the institution of proceedings, or the
occurrence of an event or condition that would reasonably be expected to constitute
grounds for the institution of proceedings by the PBGC, under certain provisions of
ERISA, for the termination of, or the appointment of a trustee to administer, any Pension
Plan; (e) the complete or partial withdrawal of the Company or any of its ERISA
Affiliates from a Multiemployer Plan, the reorganization or insolvency under ERISA of
any Multiemployer Plan, or the receipt by the Company or any of its ERISA Affiliates of
any notice that a Multiemployer Plan is in endangered or critical status under certain
provisions of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to
comply with ERISA or the related provisions of the Code with respect to any Pension
Plan; (g) the Company or any of its ERISA Affiliates incurring any liability under certain
provisions of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under ERISA) or (h) the failure by the Company or any of its Subsidiaries to
comply with Applicable Law with respect to any Foreign Plan.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or
other employee benefit plan, program or arrangement (other than a Pension Plan or a
Multiemployer Plan) maintained by any Subsidiary of the Company that, under
applicable local foreign law, is required to be funded through a trust or other funding
vehicle.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental
Authority.
“Governmental Authority” means the government of the United States of America
or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.
“Material Adverse Effect” means a material adverse effect on (a) on the business,
operations, properties, financial condition, assets or liabilities (including, without

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limitation, contingent liabilities) of the Company and its Subsidiaries, taken as a whole,
(b) the ability of the Company to perform its obligations under any Credit Document or
any Related Document to which the Company is a party or (c) the ability of the Bank to
enforce its rights under any Credit Document or any Related Document to which the
Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to
which (x) the Company’s percentage ownership interest multiplied by (y) the book value
of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may
be an obligation to contribute of) the Company or any of its ERISA Affiliates or with
respect to which the Company or any of its ERISA Affiliates has, or could reasonably be
expected to have, any liability.
“Pension Plan” means any “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, maintained or
contributed to by the Company or any of its ERISA Affiliates or to which the Company
or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an
obligation to contribute to, or otherwise to have liability with respect to) such plan.
“Person” means an individual, partnership, corporation (including, without
limitation, a business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the
Replacement Letter of Credit in connection with a tender drawing under such
Replacement Letter of Credit and owned or held by the Company or an affiliate of the
Company or by the Trustee and pledged to the Bank pursuant to the Custodian
Agreement.
“Rating Decline” means the occurrence of the following on, or within 90 days
after, the earlier of (a) the occurrence of a Change of Control (as defined below) and
(b) the earlier of (x) the date of public notice of the occurrence of a Change of Control
and (y) the date of the public notice of the Company’s (or its direct or indirect parent
company’s) intention to effect a Change of Control, which 90-day period will be
extended so long as the S&P Rating or Moody’s Rating is under publicly announced
consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P
Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” means the obligation of the Company under the
Reimbursement Agreement to reimburse the Bank for the full amount of each payment

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by the Bank under the Replacement Letter of Credit, including, without limitation,
amounts in respect of any reinstatement of interest on the Bonds at the election of the
Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds.
“Related Documents” means, with regard to the Replacement Letter of Credit, the
Bonds, the Indenture, the Loan Agreement (as defined in the Reimbursement
Agreement), the Remarketing Agreement (as defined in the Reimbursement Agreement)
and the Custodian Agreement.
“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.
Events of Default. Any one or more of the following events (whether voluntary or
involuntary) constitute an event of default (an “Event of Default”) under the Reimbursement
Agreement:
(a) (i) Any principal of any Reimbursement Obligation is not paid when due
and payable or (ii) any interest on any Reimbursement Obligation or any fees or other
amounts payable under the Reimbursement Agreement or under any other Credit
Document is not paid within five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company in the
Reimbursement Agreement or by the Company (or any of its officers) in any Credit
Document or in connection with any Related Document or any document delivered
pursuant to such documents proves to have been incorrect in any material respect when
made; or
(c) (i) The Company fails to (A) preserve, and to cause its Material
Subsidiaries to preserve, their corporate, partnership or limited liability company
existence, (B) cause all Bonds that it acquires to be registered in accordance with the
Indenture and the Custodian Agreement in the name of the Company or its nominee,
(C) maintain a required debt to capitalization ratio or (D) observe certain covenants
relating to restrictions on liens, mergers, asset sales, use of proceeds, optional redemption
of the Bonds, amendments to the Indenture and amendments to the Reoffering Circular
(as defined in the related Reimbursement Agreement), all in accordance with the
Reimbursement Agreement or (ii) the Company fails to perform or observe any other
term, covenant or agreement contained in the Reimbursement Agreement or any other
Credit Document or Related Document on its part to be performed or observed if such

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4851-0992-4115.6
failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of the Reimbursement Agreement or any other
Credit Document or Related Document to which the Company is a party shall at any time
and for any reason cease to be valid and binding upon the Company, except pursuant to
the terms thereof, or is declared to be null and void, or the validity or enforceability is
contested in any manner by the Company or any Governmental Authority, or the
Company denies in any manner that it has any or further liability or obligation under the
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under the Reimbursement Agreement)
that is outstanding in a principal amount in excess of $100,000,000 in the aggregate when
due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure continues after any applicable grace period
specified in the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any such
Debt and shall continue after any applicable grace period, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of
$100,000,000 to the extent not paid or insured shall be rendered against the Company or
any Material Subsidiary and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts
as they become due, or admits in writing its inability to pay its debts generally, or makes
a general assignment for the benefit of creditors; or any proceeding is instituted by or
against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this paragraph; or

10
4851-0992-4115.6
(h) An ERISA Event has occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a
Material Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least
50% of the issued and outstanding shares of common stock of the Company, calculated
on a fully diluted basis or (ii) MidAmerican Energy Holdings Company shall fail to own,
directly or indirectly, at least 80% of the issued and outstanding shares of common stock
of the Company, calculated on a fully diluted basis (each, a “Change of Control”);
provided that, in each case, such failure shall not constitute an Event of Default unless
and until a Rating Decline has occurred;
(j) Any “Event of Default” under and as defined in the Indenture shall have
occurred and be continuing; or
(k) Any approval or order of any Governmental Authority related to any
Credit Document or any Related Document shall be (i) rescinded, revoked or set aside or
otherwise cease to remain in full force and effect or (ii) modified in any manner that, in
the opinion of the Bank, could reasonably be expected to have a material adverse effect
on (A) the business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, (B) the legality, validity or
enforceability of any of the Credit Documents or the Related Documents to which the
Company is a party, or the rights, remedies and benefits available to the parties
thereunder or (C) the ability of the Company to perform its obligations under the Credit
Documents or the Related Documents to which the Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental
Authority shall occur which has the effect of making the transactions contemplated by the
Credit Documents or the Related Documents unauthorized, illegal or otherwise contrary
to Applicable Law; or
(m) The Custodian Agreement after delivery under the Reimbursement
Agreement, except to the extent permitted by the terms thereof, fails or ceases to create
valid and perfected Liens in any of the collateral purported to be covered thereby, subject
to certain cure rights.
Remedies. If an Event of Default occurs under a Reimbursement Agreement and is
continuing, the Bank may (a) by notice to the Company, declare the obligation of the Bank to
issue the Replacement Letter of Credit to be terminated, (b) give notice to the Trustee (i) under
the Indenture that such Replacement Letter of Credit will not be reinstated following a drawing
for the payment of interest on the Bonds, which will result in a mandatory purchase of the
Bonds, and/or (ii) as provided in the Indenture to declare the principal of all Bonds then
outstanding to be immediately due and payable, (c) declare the principal amount of all
Reimbursement Obligations, all interest thereon and all other amounts payable under the
Reimbursement Agreement or any other Credit Document to be forthwith due and payable,
which will cause all such principal, interest and all such other amounts to become due and
payable, without presentment, demand, protest, or further notice of any kind, all of which are

11
4851-0992-4115.6
expressly waived by the Company and (d) in addition to other rights and remedies provided for
in the Reimbursement Agreement or in the Custodian Agreement or otherwise available to the
Bank, as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a
secured party on default under the Uniform Commercial Code in effect in the State of New York
at that time; provided that, if an Event of Default described in subpart (g) or (i) under the heading
“Events of Default,” above, shall have occurred, automatically, (x) the obligation of the Bank
under the Reimbursement Agreement to issue the Replacement Letter of Credit shall terminate,
and (y) all Reimbursement Obligations, all interest thereon and all other amounts payable under
the Reimbursement Agreement or under any other Credit Document will become due and
payable, without presentment, demand, protest, or further notice of any kind, all of which are
expressly waived by the Company.
REMARKETING AGENT
General. Wells Fargo Bank, National Association (the “Remarketing Agent”), will
continue as remarketing agent for the Bonds. Subject to certain conditions, the Remarketing
Agent has agreed to determine the rates of interest on the Bonds and use its best efforts to
remarket all tendered Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.
Wells Fargo Bank, National Association (“WFBNA”), the Remarketing Agent for the
Bonds, has entered into an agreement (the “Distribution Agreement”) with its affiliate, Wells
Fargo Advisors, LLC (“WFA”), for the distribution of certain municipal securities offerings,
including the Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion of its
remarketing agent compensation with respect to the Bonds with WFA. WFBNA also utilizes the
distribution capabilities of its affiliates, Wells Fargo Securities, LLC (“WFSLLC”) and Wells
Fargo Institutional Securities, LLC (“WFIS”), for the distribution of municipal securities
offerings, including the Bonds. In connection with utilizing the distribution capabilities of
WFSLLC, WFBNA pays a portion of WFSLLC’s expenses based on its municipal securities
transactions. WFBNA, WFSLLC, WFIS, and WFA are each wholly-owned subsidiaries of
Wells Fargo & Company.
Special Considerations. The Remarketing Agent is paid by the Company. The
Remarketing Agent’s responsibilities include determining the interest rate from time to time and
remarketing Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in
each case, to the terms of the Indentures and the Remarketing Agreement), all as further
described in this Supplement. The Remarketing Agent is appointed by the Company and paid by
the Company for its services. As a result, the interests of the Remarketing Agent may differ
from those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Account. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own account. The Remarketing Agent is

12
4851-0992-4115.6
permitted, but not obligated, to purchase tendered Bonds for its own account and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to each Indenture and Remarketing Agreement, the Remarketing
Agent is required to determine the applicable rate of interest that, in its judgment, is the lowest
rate that would permit the sale of the Bonds bearing interest at the applicable interest rate at par
plus accrued interest, if any, on and as of the applicable interest rate determination date. The
interest rate will reflect, among other factors, the level of market demand for the Bonds
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances, the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.

13
4851-0992-4115.6
TAX EXEMPTION
The opinion of Chapman and Cutler delivered on January 17, 1991 stated that, subject to
compliance by the Company and the Issuer with certain covenants made to satisfy pertinent
requirements of the Internal Revenue Code of 1954, as amended, and the Internal Revenue Code
of 1986, under then-existing law, interest on the Bonds is not includible in gross income of the
owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the related project or
facilities or any person considered to be related to such person (within the meaning of
Section 103(b)(13) of the Internal Revenue Code of 1954), and the interest on the Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals
and corporations (because the Prior Bonds were issued prior to August 8, 1986). Such interest
will be taken into account, however, in computing an adjustment used in determining the
alternative minimum tax for certain corporations. As indicated in such opinions, the failure to
comply with certain of such covenants of the applicable Issuer and the Company could cause the
interest on the Bonds to be included in gross income retroactive to the date of issuance of the
Bonds. Chapman and Cutler LLP (“Bond Counsel”) has made no independent investigation to
confirm that such covenants have been complied with.
Bond Counsel will deliver an opinion for the Bonds in connection with delivery of the
Letter of Credit, in substantially the form attached hereto as Appendix E, to the effect that the
delivery of the Letter of Credit (i) complies with the terms of the Agreement and (ii) will not
adversely affect the Tax-Exempt (as defined in the Indenture) status of the Bonds. Except as
necessary to render the foregoing opinion, Bond Counsel has not reviewed any factual or legal
matters relating to its opinion dated January 17, 1991 subsequent to its issuance other than with
respect to the Company in connection with (a) the adjustment of the interest rate on the Bonds
described in our opinions dated (i) December 17, 1999 and January 19, 2000, (ii) May 2, 2003
and June 3, 2003 and (iii) June 1, 2010, (b) the execution and delivery of the First Supplemental
Trust Indenture, dated as of January 1, 2000, (c) the execution and delivery of the Second
Supplemental Trust Indenture, dated as of March 2, 2003, (d) the execution and delivery of the
Third Supplemental Trust Indenture and the Second Supplemental Loan Agreement, each dated
as of June 1, 2003, (e) the execution and delivery of the Fourth Supplemental Indenture and the
Second Supplemental Loan Agreement and the Existing Letter of Credit and (f) the delivery of
the Letter of Credit described herein. The opinion delivered in connection with delivery of the
Letter of Credit is not to be interpreted as a reissuance of the original approving opinion as of the
date of this Supplement to Reoffering Circular.
Ownership of the Bonds may result in collateral federal income tax consequences to
certain taxpayers, including, without limitation, corporations subject to either the environmental
tax or the branch profits tax, financial institutions, certain insurance companies, certain
S Corporations, individual recipients of Social Security or Railroad Retirement benefits and
taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as
to applicability of any such collateral consequences.

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4851-0992-4115.6
MISCELLANEOUS
This Supplement to Reoffering Circular has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS
NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO REOFFERING CIRCULAR.

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4851-0992-4115.6
APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both

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4851-0992-4115.6
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.

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4851-0992-4115.6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement to
Reoffering Circular (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

4851-0992-4115.6
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4851-0992-4115.6
APPENDIX B

THE BANK OF NOVA SCOTIA
The following information concerning The Bank of Nova Scotia (the “Bank” or
“Scotiabank”) has been provided by representatives of the Bank and has not been independently
confirmed or verified by the Issuer, the Company or any other party. No representation is made
by the Company or the Issuer as to the accuracy, completeness or adequacy of such information
and no representation is made as to the absence of material adverse changes in such information
subsequent to the date hereof, or that the information contained or incorporated herein by
reference is correct as of any time subsequent to its date.
The Bank of Nova Scotia, founded in 1832, is a Canadian chartered bank with its
principal office located in Toronto, Ontario. Scotiabank is one of North America’s premier
financial institutions and Canada’s most international bank. With over 81,000 employees,
Scotiabank and its affiliates serve over 19 million customers in more than 55 countries around
the world. Scotiabank provides a full range of personal, commercial, corporate and investment
banking services through its network of branches located in all Canadian provinces and
territories. Outside Canada, Scotiabank has branches and offices in over 55 countries and
provides a wide range of banking and related financial services, both directly and through
subsidiary and associated banks, trust companies and other financial firms. For the fiscal year
ended October 31, 2012, Scotiabank recorded total assets of CDN$668.04 billion
(US$668.04 billion) and total deposits of CDN$463.61 billion (US$463.61 billion). Net income
for the fiscal year ended October 31, 2012 equaled CDN$6.243 billion (US$6.243 billion),
compared to CDN$5.268 billion (US$5.268 billion) for the prior fiscal year. Scotiabank has the
third highest composite credit rating among global banks by Moody’s (Aa2) and S&P (A+).
The Bank is responsible only for the information contained in this Appendix to the
Reoffering Circular and did not participate in the preparation of, or in any way verify the
information contained in, any other part of the Reoffering Circular. Accordingly, the Bank
assumes no responsibility for and makes no representation or warranty as to the accuracy or
completeness of information contained in any other part of the Reoffering Circular.

The information contained in this Appendix relates to and has been obtained from
Scotiabank. The delivery of the Reoffering Circular shall not create any implication that there
has been no change in the affairs of The Bank of Nova Scotia since the date hereof, or that the
information contained or referred to in this Appendix is correct as of any time subsequent to its
date.

4851-0992-4115.6
APPENDIX C
REOFFERING CIRCULAR DATED MAY 25, 2010
REOFFERING CIRCULAR

NOT A NEW ISSUE
Book-Entry Only
The opinion of Chapman and Cutler, Bond Counsel, delivered on January 17, 1991, states that, subject to compliance by the Company
and the Issuer with certain covenants, in the opinion of Chapman and Cutler, Bond Counsel, under then existing law (a) interest on the Bonds is
not includible in gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which
such Bond is owned by a person who is a substantial user of the Project or any person considered to be related to such person (within the meaning
of Section 103(b)(13) of the Internal Revenue Code of 1954, as amended), and (b) interest on the Bonds is not treated as an item of tax preference
in computing the alternative minimum tax for individuals and corporations. However, such interest is taken into account in computing an
adjustment used in determining the alternative minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that
under then existing law the State of Wyoming imposes no income taxes that would be applicable to interest on the Bonds. Such opinion has not
been updated as of the date hereof. See “TAX EXEMPTION” herein for a more complete discussion.
$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1991
Dated: January 17, 1991 Due: January 1, 2016
The Bonds described in this Reoffering Circular are limited obligations of the Issuer and, except to the extent payable from Bond
proceeds and certain other moneys pledged therefor, are payable solely from and secured by a pledge of payments to be made under the Loan
Agreement entered into by the Issuer with, and secured by First Mortgage Bonds issued by,
PacifiCorp
On June 1, 2010, the Bonds will be remarketed and will bear interest at a Weekly Interest Rate payable the first Business Day of each
month commencing July 1, 2010. The initial Weekly Interest Rate and each subsequent Weekly Interest Rate to be borne by the Bonds will be
determined by the Remarketing Agent. Thereafter, the interest rate on the Bonds may be changed from time to time to Daily, Weekly, Flexible or
Term Interest Rates, designated and determined in accordance with the Indenture and, in the case of the Daily and Weekly Interest Rates, as
described herein. The Bonds are subject to purchase at the option of the owners thereof and, under certain circumstances, are subject to
mandatory purchase in the manner and at the times described herein. The Bonds are subject to optional and mandatory redemption prior to
maturity as described herein.
Following the remarketing of the Bonds on June 1, 2010, the payment of the principal of and interest on the Bonds and the payment of
the purchase price of the Bonds tendered for purchase and not remarketed will be supported by an irrevocable Letter of Credit issued by Wells
Fargo Bank, National Association, to The Bank of New York Mellon Trust Company, N.A., as Trustee, for the benefit of the registered holders of
the Bonds.
Wells Fargo Bank, National Association
The Letter of Credit will expire by its terms on June 1, 2011, unless it expires earlier in accordance with its terms. The Letter of
Credit will be automatically extended to, and shall expire on June 1, 2012, unless the Trustee receives notice of the Bank’s election not to extend
on or before May 2, 2011. The Letter of Credit may be replaced by an Alternate Credit Facility as permitted under the Indenture and Loan
Agreement. Unless the Letter of Credit is extended before its scheduled expiration date, the Bonds will be subject to mandatory tender for
purchase prior to such expiration date. THIS REOFFERING CIRCULAR ONLY PERTAINS TO THE BONDS WHILE THEY ARE SECURED BY THE LETTER
OF CREDIT PROVIDED BY THE BANK.
The Bonds are issuable as fully registered Bonds without coupons and will be registered in the name of Cede & Co., as registered
owner and nominee for The Depository Trust Company, New York, New York. DTC initially will act as securities depository for the Bonds.
Only beneficial interests in book-entry form are being offered. The Bonds are issuable during any Weekly Interest Rate Period in denominations
of $100,000 and any integral multiple thereof (provided that one Bond need not be in a multiple of $100,000 but may be in such denomination
greater than $100,000 as is necessary to account for any principal amount of the Bonds not corresponding directly with $100,000 denominations).
So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, the principal of and premium, if any, and interest on the Bonds
will be paid by the Trustee directly to DTC, which will, in turn, remit such amounts to DTC participants for subsequent disbursement to the
beneficial owners of the Bonds. See “THE BONDS—Book-Entry System.”
Price 100%
The Bonds are reoffered by the Remarketing Agent referred to below, subject to withdrawal or modification of the offer without
notice and certain other conditions. At the time of the original issuance and delivery of the Bonds, Chapman and Cutler, Bond Counsel to the
Company, delivered its opinion as to the legality of the Bonds. Such opinion spoke only as to its date of delivery and will not be reissued in
connection with this reoffering. Certain legal matters in connection with the reoffering will be passed upon by Chapman and Cutler LLP, Bond
Counsel to the Company. Certain legal matters in connection with the remarketing will be passed upon for PacifiCorp by Paul J. Leighton, Esq.,
counsel to the Company. Certain legal matters will be passed upon for the Remarketing Agent by King & Spalding LLP. It is expected that
delivery of the Bonds will be made through the facilities of DTC in New York, New York, on or about June 1, 2010.
Wells Fargo Bank, National Association
May 25, 2010

No broker, dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this Reoffering Circular in
connection with the offering made hereby, and, if given or made, such information or
representations must not be relied upon as having been authorized by Lincoln County, Wyoming
(the “Issuer”), PacifiCorp (the “Company”) or Wells Fargo Bank, National Association, as
Remarketing Agent. Neither the delivery of this Reoffering Circular nor any sale hereunder shall
under any circumstances create any implication that there has been no change in the affairs of the
Issuers or the Company any since the date hereof. The Remarketing Agent has reviewed the
information in this Reoffering Circular in accordance with, and as part of, its responsibilities to
investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but does not guarantee the accuracy or completeness of such information. This
Reoffering Circular does not constitute an offer or solicitation in any jurisdiction in which such
offer or solicitation is not authorized, or in which the person making such offering or solicitation
is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. The Issuer has not assumed nor will it assume any responsibility as to the accuracy
or completeness of the information in this Reoffering Circular. Upon issuance, the Bonds will
not be registered under the Securities Act of 1933, as amended, and will not be listed on any
stock or other securities exchange. Neither the Securities and Exchange Commission nor any
other federal state, municipal or other governmental entity will have passed upon the accuracy or
adequacy of this Reoffering Circular or, other than the Issuer, approved the Bonds for sale.
In connection with this offering, the Remarketing Agent may overallot or effect
transactions which stabilize or maintain the market price of the securities offered hereby at a
level above that which might otherwise prevail in the open market. Such stabilizing, if
commenced, may be discontinued at any time.

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TABLE OF CONTENTS
HEADING PAGE
INTRODUCTORY STATEMENT ............................................................................................................1

THE ISSUER .......................................................................................................................................4

THE PROJECT ....................................................................................................................................4

THE BONDS.......................................................................................................................................4

General ....................................................................................................................................4

Payment of Principal and Interest ...........................................................................................6

Rate Periods ............................................................................................................................7

Weekly Interest Rate Period ...................................................................................................7

Daily Interest Rate Period .......................................................................................................8

Determination Conclusive ......................................................................................................9

Rescission of Election.............................................................................................................9

Optional Purchase ...................................................................................................................9

Mandatory Purchase..............................................................................................................10

Purchase of Bonds.................................................................................................................12

Remarketing of Bonds ..........................................................................................................13

Optional Redemption of Bonds ............................................................................................13

Extraordinary Optional Redemption of Bonds .....................................................................13

Special Mandatory Redemption of Bonds ............................................................................14

Procedure for and Notice of Redemption .............................................................................15

Special Considerations Relating to the Bonds ......................................................................16

Book-Entry System...............................................................................................................17

THE LETTER OF CREDIT AND THE CREDIT AGREEMENT..................................................................20

Letter of Credit......................................................................................................................20

Credit Agreement..................................................................................................................20

THE LOAN AGREEMENT..................................................................................................................25

Issuance of the Bonds; Loan of Proceeds .............................................................................25

Loan Payments; The First Mortgage Bonds .........................................................................25

Payments of Purchase Price ..................................................................................................26

Obligation Absolute ..............................................................................................................26

Expenses ...............................................................................................................................27

Tax Covenants; Tax-Exempt Status of Bonds ......................................................................27

Other Covenants of the Company.........................................................................................27

Letter of Credit; Alternate Credit Facility ............................................................................28

Extension of A Letter of Credit ............................................................................................30

Defaults .................................................................................................................................30

Remedies...............................................................................................................................31

Amendments .........................................................................................................................32

THE INDENTURE..............................................................................................................................32

Pledge and Security...............................................................................................................32

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Application of Proceeds of the Bond Fund...........................................................................32

Investment of Funds..............................................................................................................32

Defaults .................................................................................................................................33

Remedies...............................................................................................................................33

Defeasance ............................................................................................................................36

Removal of Trustee...............................................................................................................38

Modifications and Amendments ...........................................................................................39

Amendment of the Loan Agreement.....................................................................................40

THE FIRST MORTGAGE BONDS .......................................................................................................42

General ..................................................................................................................................42

Security and Priority .............................................................................................................43

Release and Substitution of Property ....................................................................................44

Issuance of Additional Company Mortgage Bonds ..............................................................44

Certain Covenants .................................................................................................................45

Dividend Restrictions............................................................................................................45

Foreign Currency Denominated Company Mortgage Bonds ...............................................45

The Company Mortgage Trustee ..........................................................................................46

Modification..........................................................................................................................46

Defaults and Notices Thereof ...............................................................................................46

Voting of the First Mortgage Bonds .....................................................................................47

Defeasance ............................................................................................................................48

REMARKETING ................................................................................................................................48

CERTAIN RELATIONSHIPS ...............................................................................................................49

TAX EXEMPTION .............................................................................................................................49

CONTINUING DISCLOSURE ..............................................................................................................50

CERTAIN LEGAL MATTERS .............................................................................................................50

MISCELLANEOUS ............................................................................................................................51

APPENDIX A — PACIFICORP
APPENDIX B — INFORMATION REGARDING THE BANK
APPENDIX C — APPROVING OPINION OF BOND COUNSEL
APPENDIX D — PROPOSED FORM OPINION OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT
APPENDIX F — CONTINUING DISCLOSURE AGREEMENT

REOFFERING CIRCULAR

$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1991
INTRODUCTORY STATEMENT
This Reoffering Circular, including the Appendices hereto and the documents
incorporated by reference herein, is provided to furnish certain information with respect to the
reoffering by Lincoln County, Wyoming (the “Issuer”) of $45,000,000 aggregate principal
amount of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991(the
“Bonds”).
The Bonds have been issued under a Trust Indenture, dated as of January 1, 1991, as
heretofore amended, supplemented and restated (the “Trust Indenture”), between the Issuer and
The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as
further amended and restated by a Fourth Supplemental Trust Indenture, dated as of June 1,
2010, (the “Fourth Supplemental Indenture”), between the Issuer and the Trustee, and under a
resolution of the governing body of the Issuer. The Trust Indenture, as amended and restated by
the Fourth Supplemental Indenture, is sometimes referred to herein as the “Indenture.” Pursuant
to a Loan Agreement, dated as of January 1, 1991, as heretofore amended, supplemented and
restated (the “Original Loan Agreement”), between PacifiCorp (the “Company”) and the Issuer,
as further amended and restated by a Second Supplemental Loan Agreement, dated as of June 1,
2010, between the Company and the Issuer (the “Second Supplemental Loan Agreement”), the
Issuer has lent the proceeds from the original sale of the Bonds to the Company. The Original
Loan Agreement, as amended and restated by the Second Supplemental Loan Agreement, is
sometimes referred to herein as the “Loan Agreement.”
The proceeds of the Bonds were used, together with certain other moneys of the
Company, to refund all of the outstanding $45,000,000 principal amount of Lincoln County,
Wyoming Pollution Control Revenue Bonds 11-1/8% Series due April 1, 2011 (Utah Power &
Light Company Project) (the “Prior Bonds”). The Prior Bonds were assumed by the Company
as the surviving corporation in its 1989 merger with Utah Power & Light Company, a Utah
corporation, and PacifiCorp, a Maine corporation. The Prior Bonds were issued to finance
certain qualifying air pollution control facilities as described herein. See “THE PROJECT.”
In order to secure the Company’s obligation to repay the loan made to it by the Issuer
under the Loan Agreement, the Company has issued and delivered to the Trustee its First
Mortgage and Collateral Trust Bonds, Fourth 2003 Series (the “First Mortgage Bonds”) in a
principal amount equal to the principal amount of the Bonds. The First Mortgage Bonds may be
released upon delivery of collateral in substitution for the First Mortgage Bonds provided that
certain conditions are met as described below under “THE LOAN AGREEMENT—Loan Payments;
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The First Mortgage Bonds.” The First Mortgage Bonds were issued under the Mortgage and
Deed of Trust, dated as of January 9, 1989 between the Company and The Bank of New York
Mellon Trust Company, N.A., as successor trustee (the “Company Mortgage Trustee”), as
supplemented and amended by various supplemental indentures, including a Fifteenth
Supplemental Indenture, dated as of June 1, 2003 (the “Fifteenth Supplemental Indenture”), all
collectively hereinafter referred to as the “Company Mortgage.” As holder of the First
Mortgage Bonds, the Trustee will, ratably with the holders of all other first mortgage bonds
outstanding under the Company Mortgage, enjoy the benefit of a lien on properties of the
Company. See “THE FIRST MORTGAGE BONDS—Security” for a description of the properties of
the Company subject to the lien of the Company Mortgage. The Bonds will not otherwise be
secured by a mortgage of, or security interest in, the Project (as hereinafter defined). The First
Mortgage Bonds will be registered in the name of and held by the Trustee for the benefit of the
“Owners” of the Bonds and will not be transferable except to a successor trustee under the
Indenture. “Owner” means the registered owner of any Bond; provided, however, when used in
the context of the Tax-Exempt (as hereinafter defined) status of the Bonds, the term “Owner”
includes each actual purchaser of any Bond (“Beneficial Owner”).
The Bonds, together with the premium, if any, and interest thereon, will be limited
obligations and not general obligations of the Issuer. None of the Indenture, the Bonds or the
Loan Agreement constitutes a debt or gives rise to a general obligation or liability of the Issuer
or constitutes an indebtedness under any constitutional or statutory debt limitation. The Bonds
will not constitute or give rise to a pecuniary liability of the Issuer thereof and will not constitute
any charge against the Issuer’s general credit or taxing powers; nor will the Bonds constitute an
indebtedness of or a loan of credit of the Issuer. The Bonds are payable solely from the receipts
and revenues to be received from the Company as payments under the Loan Agreement, or
otherwise on the First Mortgage Bonds, and from any other moneys pledged therefor. Such
receipts and revenues and all of the Issuer’s rights and interests under the Loan Agreement
(except as noted under “THE INDENTURE—Pledge and Security” below) are pledged and assigned
to the Trustee as security, equally and ratably, for the payment of the Bonds. The payments
required to be made by the Company under the Loan Agreement, or otherwise on the First
Mortgage Bonds, will be sufficient, together with other funds available for such purpose, to pay
the principal of and premium, if any, and interest on the Bonds. Under no circumstances will the
Issuer have any obligation, responsibility or liability with respect to the Project, the Loan
Agreement, the Indenture, the Bonds or this Reoffering Circular, except for the special limited
obligation set forth in the Indenture and the Loan Agreement whereby the Bonds are payable
solely from amounts derived from the Company and the Letter of Credit (or Alternate Credit
Facility (as hereinafter defined), as the case may be). Nothing contained in the Indenture, the
Bonds or the Loan Agreement, or in any other related documents may be construed to require the
Issuer to operate, maintain or have any responsibility with respect to the Project. The Issuer has
no liability in the event of wrongful disbursement by the Trustee or otherwise. No recourse may
be had against any past, present or future commissioner, officer, employee, official or agent of
the Issuer under the Indenture, the Bonds, the Loan Agreement or any related document. The
Issuer has no responsibility to maintain the Tax-Exempt status of the Bonds under federal or
state law nor any responsibility for any other tax consequences related to the ownership or
disposition of the Bonds.
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The Bonds will be supported by an irrevocable Letter of Credit (the “Letter of Credit”) to
be issued by Wells Fargo Bank, National Association (the “Bank”) in favor of the Trustee, as
beneficiary.
Under the Letter of Credit, the Trustee will be entitled to draw, upon a properly presented
and conforming drawing, up to an amount sufficient to pay one hundred percent (100%) of the
principal amount of the Bonds on the date of the draw (whether at maturity, upon acceleration,
mandatory or optional purchase or redemption), plus 48 days’ accrued interest on the Bonds, at a
rate of up to the maximum interest rate of twelve percent (12%) per annum calculated on the
basis of a year of 365 days for the actual days elapsed, so long as the Bonds bear interest at the
Weekly Interest Rate or the Daily Interest Rate. The Company has agreed to reimburse the Bank
for drawings made under the Letter of Credit and to make certain other payments to the Bank.
The Letter of Credit will expire on June 1, 2011, unless extended or earlier terminated in
accordance with its terms. See “THE LETTER OF CREDIT.”
The Bank has also been appointed by the Company as Remarketing Agent with respect to
the Bonds (in such capacity, the “Remarketing Agent”). The Company will enter into a
Remarketing Agreement with the Remarketing Agent with respect to the Bonds to be remarketed
by the Remarketing Agent.
Under certain circumstances described in the Loan Agreement, the Letter of Credit may
be replaced by an alternate credit facility supporting payment of the principal of and interest on
the Bonds when due and for the payment of the purchase price of tendered or deemed tendered
Bonds (an “Alternate Credit Facility”). The entity or entities, as the case may be, obligated to
make payment on an Alternate Credit Facility are referred to herein as the “Obligor on an
Alternate Credit Facility.” Under certain circumstances, the replacement of the Letter of Credit
or an Alternate Credit Facility will result in the mandatory purchase of Bonds. See “THE LOAN
AGREEMENT—The Letter of Credit; Alternate Credit Facility.”
Brief descriptions of the Issuer, the Project and the Bank and summaries of certain
provisions of the Bonds, the Loan Agreement, the Letter of Credit, the Indenture and the First
Mortgage Bonds are included in this Reoffering Circular, including the Appendices hereto.
Information regarding the business, properties and financial condition of the Company is
included in and incorporated by reference in APPENDIX A hereto. A brief description of the Bank
is included as APPENDIX B hereto. APPENDIX C sets forth the approving opinion of Chapman
and Cutler, Bond Counsel, delivered on the date of original issuance of the Bonds. APPENDIX D
sets for the form of opinion of Chapman and Cutler LLP, relating to the execution and delivery
of the Fourth Supplemental Indenture and the Second Supplemental Loan Agreement and the
delivery of the Letter of Credit. Included as APPENDIX F is a copy of the Continuing Disclosure
Agreement that was executed and delivered by the Company on June 2, 2003 (the “Continuing
Disclosure Agreement”), with respect to the Bonds.
The descriptions herein of the Loan Agreement, the Indenture, the Company Mortgage
and the Letter of Credit are qualified in their entirety by reference to such documents, and the
descriptions herein of the Bonds and the First Mortgage Bonds are qualified in their entirety by
reference to the forms thereof and the information with respect thereto included in the aforesaid
- 4 -
documents. All such descriptions are further qualified in their entirety by reference to laws and
principles of equity relating to or affecting the enforcement of creditors’ rights generally. Copies
of such documents, except the Company Mortgage, may be obtained from the principal corporate
trust office of the Trustee in Chicago, Illinois. The Company Mortgage is available for
inspection at the office of the Company and at the principal office of the Company Mortgage
Trustee in New York, New York.
This Reoffering Circular provides certain information with respect to the Bank, the
terms of, and security for the Bonds and other related matters. While certain information
relating to the Company is included and incorporated within, the Bonds are being
remarketed on the basis of the Letter of Credit and the financial strength of the Bank and
are not being remarketed on the basis of the financial strength of the Issuer, the Company
or any other security. This Reoffering Circular does not describe the financial condition of
the Company and no representation is made concerning the financial status or prospects of
the Company or the value or financial viability of the Project.
As this Reoffering Circular is being initially circulated in connection with the adjustment
to a Weekly Interest Rate Period and the delivery of the Letter of Credit, generally only the Daily
and Weekly Interest Rate Periods are described herein.
THE ISSUER
Lincoln County is a political subdivision, duly organized and existing under the
Constitution and laws of Wyoming. Pursuant to Sections 15-1-701 to 15-1-710, inclusive,
Wyoming Statutes (1977), as amended (the “Act”), Lincoln County was and is authorized to
issue the Bonds, to enter into the Indenture and the Loan Agreement to which it is a party and to
secure the Bonds by a pledge to the Trustee of the payments to be made by the Company under
such Loan Agreement and the First Mortgage Bonds.
THE PROJECT
The Prior Bonds were issued to finance qualifying air pollution control facilities (the
“Project”) for the Naughton coal-fired electric generating plant (the “Plant”) located in Lincoln
County.
THE BONDS
The following is a summary of certain provisions of the Bonds. Reference is hereby made
to the form of the Bonds in its entirety for the detailed provisions thereof. Initially capitalized
terms used herein and not otherwise defined are used as defined in the Indenture.
GENERAL
The Bonds have been issued only as fully registered Bonds without coupons in the
manner described below. The Bonds were dated as of their initial date of delivery and mature on
- 5 -
the date set forth on the cover page of this Reoffering Circular. The Bonds may bear interest at
Daily, Weekly, Flexible or Term Interest Rates designated and determined from time to time in
accordance with the Indenture and, with respect to the Daily and Weekly Interest Rates, as
described herein. Following the reoffering of the Bonds on June 1, 2010, the Rate Period (as
defined below) for the Bonds will be a Weekly Interest Rate Period. The Bonds are subject to
purchase at the option of the holders of the Bonds, and under certain circumstances are subject to
mandatory purchase, in the manner and at the times described herein. The Bonds are subject to
optional and mandatory redemption prior to maturity in the manner and at the times described
herein.
Bonds may be transferred or exchanged for other Bonds in authorized denominations at
the principal office of the Trustee as the registrar and paying agent (in such capacities, the
“Registrar” and the “Paying Agent”). The Bonds will be issued in authorized denominations of
$100,000 or any integral multiple of $100,000 (provided that one Bond need not be in a multiple
of $100,000, but may be in such denomination greater than $100,000 as is necessary to account
for any principal amount of the Bonds not corresponding directly with $100,000 denominations)
when the Bonds bear interest at a Daily or Weekly Interest Rate (the “Authorized
Denominations”). Exchanges and transfers will be made without charge to the Owners, except
for any applicable tax or other governmental charge.
A “Business Day” is a day except a Saturday, Sunday or other day (a) on which
commercial banks located in the cities in which the principal office of the Bank or the principal
office of the Obligor on an Alternate Credit Facility, as the case may be, the principal office of
the Trustee, the principal office of the Remarketing Agent or the principal office of the Paying
Agent are located are required or authorized by law to remain closed or are closed, or (b) on
which The New York Stock Exchange, Inc. is closed.
“Expiration of the Term of an Alternate Credit Facility” means (a)(i) the date specified
in the Alternate Credit Facility as the expiration date for the Alternate Credit Facility, (ii) the
date on which an Alternate Credit Facility is delivered or substituted in accordance with the
provisions hereof and of the Agreement for the commitment of the then-existing Obligor on an
Alternate Credit Facility or (iii) the date on which the Company terminates the Alternate Credit
Facility in accordance the Loan Agreement, or (b) the date on which the commitment of the
Obligor on an Alternate Credit Facility to provide moneys for the purchase of Bonds pursuant to
the Alternate Credit Facility is otherwise terminated in accordance with its terms. See also “THE
LOAN AGREEMENT—The Letter of Credit; Alternate Credit Facility.”
“Expiration of the Term of the Letter of Credit” means (a)(i) the “Expiration Date” as
defined in the Letter of Credit or (ii) the date on which an Alternate Credit Facility is delivered
or substituted for the Letter of Credit in accordance with the provisions hereof and of the
Agreement or (iii) the date on which the Company terminates the Letter of Credit in accordance
with the Loan Agreement, or (b) the date on which the commitment of the Bank to provide
moneys for the purchase of Bonds pursuant to the Letter of Credit is otherwise terminated in
accordance with its terms. See also “THE LOAN AGREEMENT—The Letter of Credit; Alternate
Credit Facility.”
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“Interest Payment Date” means (a) with respect to any Daily or Weekly Interest Rate
Period, the first Business Day of each calendar month and (b) with respect to any Rate Period,
the Business Day next succeeding the last day thereof.
“Pledged Bonds” means Bonds purchased with moneys drawn under the Letter of Credit
to be deemed owned by the Company for purposes of granting a first priority lien upon Pledged
Bonds hereunder, registered in the name of the Bank, as pledgee, or in the name of the Trustee
(or its nominee), as agent for the Bank, delivered to or upon the direction of the Bank pursuant to
the Indenture.
“Rate Period” means any Daily Interest Rate Period, Weekly Interest Rate Period,
Flexible Interest Rate Period or Term Interest Rate Period.
“Record Date” means with respect to any Interest Payment Date in respect of any Daily
Interest Rate Period or Weekly Interest Rate Period, the Business Day next preceding such
Interest Payment Date.
“Tax-Exempt” means, with respect to interest on any obligations of a state or local
government, including the Bonds, that such interest is not includible in gross income of the
owners of such obligations for federal income tax purposes, except for any interest on any such
obligations for any period during which such obligations are owned by a person who is a
“substantial user” of any facilities financed or refinanced with such obligations or a “related
person” within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as
amended (the “1954 Code”), whether or not such interest is includible as an item of tax
preference or otherwise includible directly or indirectly for purposes of calculating other tax
liabilities, including any alternative minimum tax or environmental tax under the Internal
Revenue Code of 1986, as amended (the “Code”).
PAYMENT OF PRINCIPAL AND INTEREST
The principal of and premium, if any, on the Bonds is payable to the Owners upon
surrender thereof at the principal office of the Paying Agent. Except when the Bonds are held in
book-entry form (see “Book-Entry System”), interest is payable (i) by bank check or draft mailed
by first class mail on the Interest Payment Date to the Owners as of the Record Date or (ii) in
immediately available funds (by wire transfer or by deposit to the account of the Owner of any
such Bond if such account is maintained with the Paying Agent), but in respect of any Owner of
Bonds in a Daily or Weekly Interest Rate Period only to any Owner which owns Bonds in an
aggregate principal amount of at least $1,000,000 on the Record Date and who has provided wire
transfer instructions to the Paying Agent prior to the close of business on such Record Date.
Interest on each Bond is payable on each Interest Payment Date for each such Bond for
the period commencing on the immediately preceding Interest Payment Date (or if no interest
has been paid thereon, commencing on the date of issuance thereof) to, but not including, such
Interest Payment Date. Interest is computed, in the case of any Daily or Weekly Interest Rate
Period, on the basis of a 365- or 366-day year, as applicable, for the number of days actually
elapsed.
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RATE PERIODS
The term of the Bonds is divided into consecutive Rate Periods, during which such Bonds
bear interest at a Daily Interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term
Interest Rate.
WEEKLY INTEREST RATE PERIOD
Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, the
Bonds bear interest at the Weekly Interest Rate determined by the Remarketing Agent no later
than the first day of such Weekly Interest Rate Period and thereafter no later than Tuesday of
each week during such Weekly Interest Rate Period, unless any such Tuesday is not a Business
Day, in which event the Weekly Interest Rate will be determined by the Remarketing Agent no
later than the Business Day next preceding such Tuesday.
The Weekly Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Weekly Interest Rate for any period, the Weekly
Interest Rate will be the same as the Weekly Interest Rate for the immediately preceding week.
The first Weekly Interest Rate determined for each Weekly Interest Rate Period applies to the
period commencing on the first day of the Weekly Interest Rate Period and ending on the next
succeeding Tuesday. Thereafter, each Weekly Interest Rate applies to the period commencing
on each Wednesday and ending on the next succeeding Tuesday, unless such Weekly Interest
Rate Period ends on a day other than Tuesday, in which event the last Weekly Interest Rate for
such Weekly Interest Rate Period applies to the period commencing on the Wednesday
preceding the last day of such Weekly Interest Rate Period and ending on such last day. In no
event may the Weekly Interest Rate exceed the lesser of 12% per annum or the rate specified in
any Letter of Credit or Alternate Credit Facility then in effect (initially 12% per annum).
Adjustment to Weekly Interest Rate Period. The interest rate borne by the Bonds may be
adjusted to a Weekly Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the case may
be, of a written notice from the Company. Such notice must specify the effective date of such
adjustment to a Weekly Interest Rate, which must be a Business Day not earlier than the
twentieth day following the third Business Day after the date of receipt by the Trustee and
Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable
to the Trustee); provided, however, that if prior to the Company’s making such election, any
Bonds have been called for redemption and such redemption has not theretofore been effected,
the effective date of such Weekly Interest Rate Period may not precede such redemption date.
Notice of Adjustment to Weekly Interest Rate Period. The Trustee will give notice by
mail of an adjustment to a Weekly Interest Rate Period to the Owners not less than 20 days prior
to the effective date of such Weekly Interest Rate Period. Such notice must state (a) that the
- 8 -
interest rate on such Bonds will be adjusted to a Weekly Interest Rate (subject to the Company’s
ability to rescind its election as described below under “Rescission of Election”), (b) the
effective date of such Weekly Interest Rate Period, (c) that such Bonds are subject to mandatory
purchase on such effective date, (d) the procedures for such mandatory purchase, (e) the
purchase price of such Bonds on the effective date (expressed as a percentage of the principal
amount thereof), and (f) that the Owners of such Bonds do not have the right to retain their
Bonds on such effective date.
DAILY INTEREST RATE PERIOD
Determination of Daily Interest Rate. During each Daily Interest Rate Period, the Bonds
bear interest at the Daily Interest Rate determined by the Remarketing Agent either on each
Business Day for such Business Day or on the next preceding Business Day for any day that is
not a Business Day.
The Daily Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then-prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Daily Interest Rate for any day by 10:00 a.m.,
New York time, the Daily Interest Rate for such day will be the same as the Daily Interest Rate
for the immediately preceding Business Day. In no event may the Daily Interest Rate exceed the
lesser of 12% per annum or the rate specified in any Letter of Credit or Alternate Credit Facility
then in effect (initially 12% per annum).
Adjustment to Daily Interest Rate Period. The interest rate borne by the Bonds may be
adjusted to a Daily Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the case may
be, of a written notice from the Company. Such notice must specify the effective date of the
adjustment to a Daily Interest Rate, which must be a Business Day not earlier than the twentieth
day following the third Business Day after the date of receipt by the Trustee and Paying Agent of
such notice (or such shorter period after the date of such receipt as is acceptable to the Trustee);
provided, however, that if prior to the Company’s making such election, any Bonds have been
called for redemption and such redemption has not theretofore been effected, the effective date
of such Daily Interest Rate Period may not precede such redemption date.
Notice of Adjustment to Daily Interest Rate Period. The Trustee will give notice by mail
of an adjustment to a Daily Interest Rate Period to the Owners not less than 20 days prior to the
effective date of such Daily Interest Rate Period. Such notice must state (a) that the interest rate
on such Bonds will be adjusted to a Daily Interest Rate (subject to the Company’s ability to
rescind its election as described below under “Rescission of Election”), (b) the effective date of
such Daily Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on such
effective date, (d) the procedures for such mandatory purchase, (e) the purchase price of such
Bonds on the effective date (expressed as a percentage of the principal amount thereof), and (f)
that the Owners of such Bonds do not have the right to retain their Bonds on such effective date.
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DETERMINATION CONCLUSIVE
The determination of the interest rates referred to above is conclusive and binding upon
the Remarketing Agent, the Trustee, the Paying Agent, the Issuer, the Company and the Owners
of the Bonds.
RESCISSION OF ELECTION
The Company may rescind any election by it to adjust to a Rate Period prior to the
effective date of such adjustment by giving written notice of rescission to the Issuer, the Trustee,
the Paying Agent, the Remarketing Agent and the Bank (or the Obligor on an Alternate Credit
Facility, as the case may be) prior to such effective date. At the time the Company gives notice
of the rescission, it may also elect in such notice to continue the Rate Period then in effect. If the
Trustee receives notice of such rescission prior to the time the Trustee has given notice to the
Owners of the change in Rate Periods, then such notice of change in Rate Periods is of no force
and effect and will not be given to the Owners. If the Trustee receives notice of such rescission
after the Trustee has given notice to the Owners of an adjustment or an attempted adjustment
from one Rate Period to another Rate Period does not become effective for any other reason,
then the Rate Period for the Bonds will automatically adjust to or continue in a Daily Interest
Rate Period and the Trustee will immediately give notice thereof to the Owners of the Bonds. If
a Daily Interest Rate for the first day of any Daily Interest Rate Period to which a Rate Period is
adjusted in accordance with this paragraph is not determined as described in “-Daily Interest
Rate Period-Determination of Daily Interest Rate,” the Daily Interest Rate for the first day of
such Daily Interest Rate Period will be 80% of the most recent One-Year Note Index theretofore
published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer
publishes the One-Year Note Index, the one-year note index contained in the publication
determined by the Remarketing Agent as most comparable to The Bond Buyer). The Trustee will
immediately give written notice of each such automatic adjustment to a Rate Period as described
in this paragraph to the Owners.
Notwithstanding the rescission by the Company of any notice to adjust or continue a Rate
Period, if notice has been given to Owners of such adjustment or continuation, the Bonds are
subject to mandatory purchase as specified in such notice.
OPTIONAL PURCHASE
Weekly Interest Rate Period. During any Weekly Interest Rate Period, any Bond (or
portions thereof in Authorized Denominations) will be purchased at the option of the owner
thereof on any Wednesday, or if such Wednesday is not a Business Day, the next succeeding
Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee of an
irrevocable written notice or telephonic notice (promptly confirmed by telecopy or other
writing) by 5:00 p.m., New York time, on any Business Day, which states the principal
amount and certificate number (if the Bonds are not then held in book-entry form) of
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such Bond to be purchased and the date on which such Bond is to be purchased, which
date may not be prior to the seventh day next succeeding the date of the delivery of such
notice to the Trustee; and
(b) except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on the purchase date specified in such
notice.
Daily Interest Rate Period. During any Daily Interest Rate Period, any Bond (or portions
thereof in Authorized Denominations) will be purchased at the option of the owner thereof on
any Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee and to the
Remarketing Agent at the Principal Office of the Remarketing Agent, not later than 11:00
a.m., New York time, on such Business Day, of an irrevocable written or telephonic
notice (promptly confirmed by telecopy or other writing), which states the principal
amount and certificate number (if the Bonds are not then held in book-entry form) of
such Bond to be purchased and the date of such purchase; and
(b) except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on such purchase date.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE BENEFICIAL OWNER OF
THE BONDS THROUGH ITS DIRECT PARTICIPANT (AS HEREINAFTER DEFINED) MUST GIVE NOTICE TO
THE TRUSTEE TO ELECT TO HAVE SUCH BONDS PURCHASED, AND MUST EFFECT DELIVERY OF SUCH
BONDS BY CAUSING SUCH DIRECT PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL
TO SUCH BENEFICIAL OWNER’S INTEREST ON THE RECORDS OF DTC TO THE TRUSTEE’S
PARTICIPANT ACCOUNT WITH DTC. THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS
IN CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE
DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC
PARTICIPANTS ON THE RECORDS OF DTC. SEE “—BOOK-ENTRY SYSTEM.”
MANDATORY PURCHASE
The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the
principal amount thereof, plus accrued interest to the purchase date described below, upon the
occurrence of any of the events stated below:
(a) on the effective date of any change in a Rate Period; or
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(b) on the Business Day preceding an Expiration of the Term of the Letter of
Credit or an Expiration of the Term of an Alternate Credit Facility; or
(c) on the next succeeding Business Day following the day that the Trustee
receives notice from the Bank or the Obligor on an Alternate Credit Facility, as the case
may be, that, following a drawing on the Letter of Credit or the Alternate Credit Facility
on an Interest Payment Date for the payment of unpaid interest on the Bonds, the Letter
of Credit or the Alternate Credit Facility will not be reinstated in accordance with its
terms.
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (b) of the preceding paragraph, the Trustee will give notice by mail to
the Remarketing Agent and the Owners of the Bonds of the Expiration of the Term of the Letter
of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be, not
less than 15 days prior to the Expiration of the Term of the Letter of Credit or the Expiration of
the Term of an Alternate Credit Facility, as the case may be, which notice must (a) describe
generally the Letter of Credit or any Alternate Credit Facility in effect prior to such Expiration,
and any Alternate Credit Facility to be in effect upon such Expiration and state the effect date
and the name of the provider thereof; (b) state the date of the Expiration; (c) state the rating or
ratings, if any, which the Bonds are expected to receive from any rating agency following such
Expiration; (d) state that the Bonds are subject to mandatory purchase; (e) state the purchase
date; and (f) except when the Bonds are held in book-entry form, state that the Bonds must be
delivered to the New York office designated by the Trustee as the “Delivery Office of the
Trustee.”
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (c) of the preceding paragraph, the Trustee will, immediately upon
receipt of notice from the Bank or the Obligor on a Alternate Credit Facility, as the case may be,
that the Letter of Credit or the Alternate Credit Facility will not be reinstated in accordance with
its terms, give notice electronically and notice by overnight mail service to the Remarketing
Agent and to the Owners of the Bonds at their addresses shown on the registration books kept by
the Registrar, which notice shall (a) describe generally any Letter of Credit or any Alternate
Credit Facility in effect prior to such mandatory purchase; (b) state that the Letter of Credit or
the Alternate Credit Facility, as the case may be, is not being reinstated in accordance with its
terms; (c) state that the Bonds are subject to mandatory purchase; (d) state the purchase date; and
(e) except when the Bonds are held in book-entry form, state that the Bonds must be delivered to
the Delivery Office of the Trustee.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF MANDATORY
PURCHASE OF BONDS WILL BE GIVEN BY THE TRUSTEE TO DTC ONLY, AND NEITHER THE ISSUER,
THE TRUSTEE, THE COMPANY NOR THE REMARKETING AGENT HAS ANY RESPONSIBILITY FOR THE
DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY ANY DIRECT
PARTICIPANTS TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY DIRECT PARTICIPANTS OR
INDIRECT PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG AS THE BONDS
ARE HELD IN BOOK-ENTRY FORM, THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN
CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED
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SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DIRECT
PARTICIPANTS ON THE RECORDS OF DTC. SEE “BOOK-ENTRY SYSTEM.”
PURCHASE OF BONDS
On the date on which Bonds are delivered to the Trustee for purchase as specified above
under “—Optional Purchase” or “—Mandatory Purchase,” the Trustee will pay the purchase
price of such Bonds solely from the following sources in the order of priority indicated, and the
Trustee has no obligation to use funds from any other source:
(a) Available Moneys (as hereinafter defined) furnished by the Company to
the Trustee for the purchase of Bonds;
(b) proceeds of the sale of such Bonds (other than Bonds sold to the
Company, any subsidiary of the Company, any guarantor of the Company, or the Issuer
or any “insider” (as defined in the United States Bankruptcy Code) of any of the
aforementioned) by the Remarketing Agent;
(c) Available Moneys or moneys provided pursuant to the Letter of Credit or
an Alternate Credit Facility, as the case may be, for the payment of the purchase price of
the Bonds furnished by the Trustee pursuant to the Indenture for the purchase of Bonds
deemed paid in accordance with the defeasance provisions of the Indenture;
(d) moneys furnished pursuant to the Letter of Credit or an Alternate Credit
Facility, as the case may be, to the Trustee for the payment of the purchase price of the
Bonds; and
(e) any other moneys furnished by the Company to the Trustee for purchase
of the Bonds;
provided, however, that funds for the payment of the purchase price of defeased Bonds may be
derived only from the sources described in (c) above.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate
Credit Facility is in effect, (i) moneys on deposit in trust with the Trustee as agent and bailee for
the Owners of the Bonds for a period of at least 123 days prior to and during which no petition in
bankruptcy or similar insolvency proceeding has been filed by or against the Company or the
Issuer (or any subsidiary of the Company, any guarantor of the Company or any insider (as
defined in the United States Bankruptcy Code), to the extent that such moneys were deposited by
any of such subsidiary, guarantor or insider) or is pending (unless such petition shall have been
dismissed and such dismissal shall be final and not subject to appeal) and (ii)(A) proceeds of the
issuance of refunding bonds (including proceeds from the investment thereof), and (B) any other
moneys, if, in the written opinion of nationally recognized counsel experienced in bankruptcy
matters selected by the Company (which opinion shall be in a form acceptable to the Trustee, to
Moody’s, if the Bonds are then rated by Moody’s, and to S&P, if the Bonds are then rated by
S&P and shall be delivered to the Trustee at or prior to the time of the deposit of such proceeds
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with the Trustee), the deposit and use of such proceeds (referred to in clause (A) above) or other
moneys (referred to in clause (B) above) will not constitute a voidable preference under
Section 547 of the United States Bankruptcy Code in the event either the Issuer or the Company
were to become a debtor under the United States Bankruptcy Code, and (b) at any time that a
Letter of Credit or an Alternate Credit Facility is not in effect, any moneys on deposit with the
Trustee as agent and bailee for the Owners of the Bonds and proceeds from the investment
thereof.
REMARKETING OF BONDS
The Remarketing Agent will offer for sale and use its best efforts to remarket any Bond
subject to purchase pursuant to the optional or mandatory purchase provisions described above,
any such remarketing to be made at a price equal to 100% of the principal amount thereof plus
accrued interest, if any, to the purchase date. The Company may direct the Remarketing Agent
from time to time to cease and to resume sales efforts with respect to some or all of the Bonds.
Anything in the Indenture to the contrary notwithstanding, at any time during which the
Letter of Credit or an Alternate Credit Facility, as the case may be, is in effect, there will be no
sales of Bonds as described in the preceding paragraph, if (a) there has occurred and has not been
cured or waived an Event of Default described in paragraphs (a), (b) or (c) under the caption
“THE INDENTURE—Defaults” of which the Remarketing Agent and the Trustee have actual
knowledge or (b) the Bonds have been declared to be immediately due and payable as described
under the caption “THE INDENTURE—Remedies” and such declaration has not been rescinded
pursuant to the Indenture.
OPTIONAL REDEMPTION OF BONDS
Bonds may be redeemed at the option of the Company (but only with consent of the Bank
(or, if applicable, by the Obligor on an Alternate Credit Facility, if required by the Alternate
Credit Facility)), in whole, or in part by lot, prior to their maturity date on any Business Day
during a Daily Interest Rate Period or Weekly Interest Rate Period, at a redemption price equal
to 100% of the principal amount thereof plus accrued interest, if any, to the date of redemption.
EXTRAORDINARY OPTIONAL REDEMPTION OF BONDS
At any time, the Bonds are subject to redemption at the option of the Company (but only
with the consent of the Bank (or, if applicable, by the Obligor on an Alternate Credit Facility, if
required by the Alternate Credit Facility)) in whole or in part (and if in part, by lot), at a
redemption price equal to 100% of the principal amount thereof plus accrued interest to the
redemption date, upon receipt by the Trustee of a written notice from the Company stating that
any of the following events has occurred and that the Company therefore intends to exercise its
option to prepay the payments due under the Loan Agreement in whole or in part and thereby
effect the redemption of the Bonds in whole or in part to the extent of such prepayments:
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(a) the Company has determined that the continued operation of the Plant is
impracticable, uneconomical or undesirable for any reason; or
(b) the Company has determined that the continued operation of the Project is
impracticable, uneconomical or undesirable due to (i) the imposition of taxes, other than
ad valorem taxes currently levied upon privately owned property used for the same
general purpose as the Project, or other liabilities or burdens with respect to the Project or
the operation thereof, (ii) changes in technology, in environmental standards or legal
requirements or in the economic availability of materials, supplies, equipment or labor or
(iii) destruction of or damage to all or part of the Project; or
(c) all or substantially all of the Project or the Plant has been condemned or
taken by eminent domain; or
(d) the operation of the Project or the Plant has been enjoined or has otherwise
been prohibited by, or conflicts with, any order, decree, rule or regulation of any court or
of any federal, state or local regulatory body, administrative agency or other
governmental body.
SPECIAL MANDATORY REDEMPTION OF BONDS
The Bonds are subject to mandatory redemption at 100% of the principal amount thereof
plus accrued interest, if any, to the date of redemption upon the occurrence of the following
events.
The Bonds will be redeemed in whole within 180 days following a “Determination of
Taxability” as defined below; provided that, if in the opinion of nationally recognized bond
counsel (“Bond Counsel”) delivered to the Trustee, the redemption of a specified portion of the
Bonds outstanding would have the result that interest payable on the Bonds remaining
outstanding after such redemption would remain Tax-Exempt, then the Bonds will be redeemed
in part by lot (in Authorized Denominations) in such amount as Bond Counsel in such opinion
has determined is necessary to accomplish that result. A “Determination of Taxability” is
deemed to have occurred if, as a result of an Event of Taxability (as defined below), a final
decree or judgment of any federal court or a final action of the Internal Revenue Service
determines that interest paid or payable on any Bond is or was includible in the gross income of
an owner of the Bonds for federal income tax purposes under the Code (other than an owner who
is a “substantial user” or “related person” within the meaning of Section 103(b)(13) of the
1954 Code). However, no such decree or action will be considered final for this purpose unless
the Company has been given written notice and, if it is so desired and is legally allowed, has
been afforded the opportunity to contest the same, either directly or in the name of any owner of
a Bond, and until conclusion of any appellate review, if sought. If the Trustee receives written
notice from any owner stating (a) that the owner has been notified in writing by the Internal
Revenue Service that it proposes to include the interest on any Bond in the gross income of such
owner for the reasons described therein or any other proceeding has been instituted against such
owner which may lead to a final decree or action as described in the Loan Agreement, and (b)
that such owner will afford the Company the opportunity to contest the same, either directly or in
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the name of the owner, until a conclusion of any appellate review, if sought, then the Trustee will
promptly give notice thereof to the Company, the Insurer, if any, the Bank (or the Obligor on an
Alternate Credit Facility, as the case may be), the Issuer and the owner of each Bond then
outstanding. If a final decree or action as described above thereafter occurs and the Trustee has
received written notice thereof at least 45 days prior to the redemption date, the Trustee will
make the required demand for prepayment of the amounts payable under the Loan Agreement for
prepayment of the Bonds and give notice of the redemption of the Bonds at the earliest practical
date, but not later than the date specified in the Loan Agreement, and in the manner provided by
the Indenture. An “Event of Taxability” means the failure of the Company to observe any
covenant, agreement or representation in the Loan Agreement, which failure results in a
Determination of Taxability.
PROCEDURE FOR AND NOTICE OF REDEMPTION
If less than all of the Bonds are called for redemption, the particular Bonds or portions
thereof to be redeemed will be selected by the Trustee, by lot. In selecting Bonds for
redemption, the Trustee will treat each Bond as representing that number of Bonds which is
obtained by dividing the principal amount of each Bond by the minimum Authorized
Denomination. Any Bonds selected for redemption which are deemed to be paid in accordance
with the provisions of the Indenture will cease to bear interest on the date fixed for redemption.
Subject to the procedures described below under “—Book-Entry System” for Bonds held in
book-entry form, upon presentation and surrender of such Bonds at the place or places of
payment, such Bonds will be paid and redeemed. Notice of redemption will be given by mail as
provided in the Indenture, at least 30 days and not more than 60 days prior to the redemption
date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein,
does not affect the validity of any proceedings for the redemption of any other of the Bonds.
Such notice will also be sent to the Remarketing Agent, the Bank or the Obligor on an Alternate
Credit Facility, as the case may be, the Company Mortgage Trustee, Moody’s (if the Bonds are
then rated by Moody’s), S&P (if the Bonds are then rated by S&P), securities depositories and
bond information services.
With respect to notice of any optional redemption of the Bonds, as described above,
unless upon the giving of such notice, such Bonds are deemed to have been paid within the
meaning of the Indenture, such notice may state that such redemption is conditional upon the
receipt by the Trustee, on or prior to the date fixed for such redemption, of Available Moneys
sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed. If
such Available Moneys are not so received, the redemption will not be made and the Trustee will
give notice, in the manner in which the notice of redemption was given, that such redemption
will not take place.
Notwithstanding the foregoing provisions, Pledged Bonds shall be redeemed prior to any
other Bonds.
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SPECIAL CONSIDERATIONS RELATING TO THE BONDS
The Remarketing Agent is Paid by the Company. The Remarketing Agent’s
responsibilities include determining the interest rate from time to time and remarketing Bonds
that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the
terms of the Indenture and the Remarketing Agreement), all as further described in this
Reoffering Circular. The Remarketing Agent is appointed by the Company and paid by the
Company for its services. As a result, the interests of the Remarketing Agent may differ from
those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Accounts. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own accounts. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own accounts and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indenture and the Remarketing Agreement, the
Remarketing Agent is required to determine the applicable rate of interest that, in its judgment, is
the lowest rate that would permit the sale of the Bonds bearing interest at the applicable interest
rate at par plus accrued interest, if any, on and as of the applicable interest rate determination
date. The interest rate will reflect, among other factors, the level of market demand for the Bonds
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
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The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts, without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
BOOK-ENTRY SYSTEM
The following information in this section concerning The Depository Trust Company,
New York, New York (“DTC”), and its book-entry system has been furnished for use in the
Reoffering Circular by DTC. None of the Company, the Issuers or the Remarketing Agent take
any responsibility for the accuracy of such information.
DTC will act as securities depository for the Bonds. The Bonds were issued as
fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One
fully-registered Bond certificate will be issued for the Bonds of each issue, in the aggregate
principal amount thereof, and will be deposited with DTC. One fully-registered Bond was issued
for each issue of the Bonds, in the aggregate principal amount of such issue, and was deposited
with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC
is a whole-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S and non-U.S. securities brokers and dealers, banks and trust companies and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
- 18 -
either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest
of each Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct
and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Bonds, except in the event that use
of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
are registered in the name of DTC’s partnership nominee, Cede & Co, or such other name as
may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and
their registration in the name of Cede & Co., or such other DTC nominee, does not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may
wish to take certain steps to augment transmission to them of notices of significant events with
respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to
documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to
the registrar and request that copies of notices be provided directly to them.
While Bonds are in the book-entry system, redemption notices will be sent to DTC. If
less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be redeemed.
As long as the book-entry system is used for the Bonds, redemption notices will be sent
to Cede & Co. If less than all of the Bonds of any issue are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
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Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with
respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
As long as the book-entry system is used for the Bonds, principal or purchase price of
and premium, if any, and interest payments on, the Bonds will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC’s practice is
to credit Direct Participants’ accounts upon DTC’s receipt of fund and corresponding detailed
information from the Issuer or the Trustee, on the payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, the Company, the Paying Agent, the Trustee,
the Remarketing Agent or the Issuer, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal, purchase price, premium and interest with
respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of
such payments to Direct Participants are the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners are the responsibility of Direct and Indirect Participants.
A Beneficial Owner must give notice to elect to have its Bonds purchased or tendered,
through its Participant, to the Remarketing Agent, and must effect delivery of such Bonds by
causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s
records, to the Remarketing Agent. The requirement for physical delivery of Bonds in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and
followed by a book-entry credit of tendered Bonds to the Remarketing Agent’s DTC account.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Bond certificates will be
printed and delivered.
None of the Issuer, the Company, the Remarketing Agent, the Trustee nor the Paying
Agent will have any responsibility or obligation to any securities depository, any Participants in
the Book-Entry System or the Beneficial Owners with respect to (a) the accuracy of any records
maintained by the securities depository or any Participant; (b) the payment by the securities
depository or by any Participant of any amount due to any Beneficial Owner in respect of the
principal amount or redemption of, or interest on, any Bonds; (c) the delivery of any notice by
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the securities depository or any Participant; (d) the selection of the Beneficial Owners to receive
payment in the event of any partial redemption of the Bonds; or (e) any other action taken by the
securities depository or any Participant.
THE LETTER OF CREDIT AND THE CREDIT AGREEMENT
LETTER OF CREDIT
On the date of reoffering of the Bonds, the Bank will issue in favor of the Trustee a Letter
of Credit in the form of a direct pay letter of credit. The Letter of Credit will be issued in the
aggregate principal amount of the Bonds plus 48 days’ interest at 12% per annum, on the basis of
a 365 day year (as from time to time reduced and reinstated as provided in the Letter of Credit).
The Letter of Credit will permit the Trustee to draw up to an amount equal to the then
outstanding principal amount of the Bonds to pay the unpaid principal thereof and accrued
interest on the Bonds, subject to the terms, conditions and limitations stated therein. The Letter
of Credit for the Bonds will be substantially in the form attached hereto as APPENDIX E.
The Letter of Credit will expire on June 1, 2011, but will be automatically extended,
without written amendment, to, and shall expire on, June 1, 2012, unless on or before May 2,
2012, notice is received by the Trustee stating that the Bank elects not to extend such Letter of
Credit beyond June 1, 2012. The date on which the Letter of Credit expires as described in the
preceding sentence, or if such date is not a Business Day then the first succeeding Business Day
thereafter is defined in the Letter of Credit as the Expiration Date. As used in the Letter of
Credit, the term “Business Day” means a day on which the San Francisco Letter of Credit
Operations Office of the Bank is open for business.
Each drawing honored by the Bank under the Letter of Credit will immediately reduce
the available amount thereunder by the amount of such drawing. Any drawing to pay interest
will be automatically reinstated on the eighth (8th) Business Day following the date such
drawing is honored by the Bank, unless the Company shall have received notice from the Bank
no later than seven (7) Business Days after such drawing is honored that there shall be no such
reinstatement. Any drawing to pay the purchase price of a Bond shall be reinstated if the Bonds
related to such drawing are remarketed and the remarketing proceeds are paid to the Bank prior
to the Expiration Date in an amount equal to the sum of (i) the amount paid to the Bank from
such remarketing proceeds and (ii) interest on such amount. See APPENDIX E.
CREDIT AGREEMENT
General. The Company is party to that certain $635,000,000 Credit Agreement, dated
October 23, 2007, as hereto amended and supplemented, among the Company, the financial
institutions party thereto, the Administrative Agent (as defined below) and The Royal Bank of
Scotland plc, as syndication agent (together with all related documents, the “Credit
Agreement”). In addition, the Company has executed and delivered a Letter of Credit
Agreement requesting that the Bank issue a letter of credit for the Bonds and governing the
issuance thereof. The Letter of Credit is issued pursuant to the Credit Agreement.
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The Credit Agreement defines the relationship between the Company and the financial
institutions party thereto, including the Bank; neither the Issuer nor the Trustee has any interest
in the Credit Agreement or in any of the funds or accounts created under it. Under the Credit
Agreement, the Company has agreed to reimburse the Bank for any drawings under the Letter of
Credit, to pay certain fees and expenses, to pay interest on any unreimbursed drawings or other
amounts unpaid, and to reimburse the Bank for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Credit Agreement, as
applicable, that are not otherwise defined in this Reoffering Circular will have the meanings set
forth below.
“Administrative Agent” means Union Bank, N.A., in its capacity as administrative agent
for the Syndicate Banks and its successors in such capacity.
“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the Credit Agreement, the amount set forth opposite its name on the commitment
schedule as its Commitment and (ii) with respect to each additional Syndicate Bank or assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, the amount of the
Commitment thereby assumed by it, in each case as such amount may from time to time be
reduced or increased pursuant to the Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the Credit
Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar
obligations of such Person in respect of amounts paid under a letter of credit, surety bond or
similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as defined
in the Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the Credit
Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the Credit Agreement) or any combination of the foregoing pursuant to the Credit Agreement.
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“Material Debt” means Debt of the Company arising under a single or series of related
instruments or other agreements exceeding $35,000,000 in principal amount.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means any individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Reimbursement Obligations” means, if Commitments remain in effect on the date
payment is made by the Issuing Bank, all such amounts paid by an Issuing Bank and remaining
unpaid by the Company after the date and time required for payment under the Credit
Agreement.
“Required Banks” means at any time Syndicate Banks having more than 50% of the total
Commitments under the Credit Agreement, or if the Commitments shall have been terminated,
holding more than 50% of the sum of the outstanding Loans and letter of credit liabilities.
“Syndicate Bank” or “Syndicate Banks” means, individually or collectively, each bank
or other financial institution listed on the signature pages to the Credit Agreement, each assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, and their respective
successors.
Events of Default and Remedies. Any one or more of the following events constitute an
event of default (an “Event of Default”) under the Credit Agreement:
(a) the Company shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation or shall fail to pay, within five days of the due date thereof,
any interest, commitment fees or facility fees payable hereunder or shall fail to cash
collateralize any letter of credit pursuant to the Credit Agreement;
(b) the Company shall fail to pay any other amount claimed by one or more
Syndicate Banks under the Credit Agreement within five days of the due date thereof,
unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid claimed
amount does not exceed $100,000 and (iii) the aggregate of all such unpaid claimed
amounts does not exceed $300,000;
(c) the Company shall fail to observe or perform certain specified financial
covenants contained in the Credit Agreement;
(d) the Company shall fail to observe or perform any covenant or agreement
contained in the Credit Agreement (other than those covered by clause (a), (b) or (c)
above) for 15 days after written notice thereof has been given to the Company by the
Administrative Agent at the request of any Syndicate Bank;
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(e) any representation, warranty, certification or statement made by the
Company in the Credit Agreement or in any certificate, financial statement or other
document delivered pursuant to the Credit Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);
(f) the Company shall fail to make any payment in respect of any Material
Debt (other than Loans or any Reimbursement Obligation) or Material Hedging
Obligations (as defined in the Credit Agreement) when due or within any applicable
grace period;
(g) any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of such Material
Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;
(h) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;
(i) an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
(j) the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate certain material plans identified in the Credit Agreement (each a
“Material Plan”) shall be filed under Title IV of ERISA by any member of the ERISA
Group, any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability in excess
of $25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any multiemployer plan (identified in the Credit Agreement)
against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA
in respect of an amount or amounts aggregating in excess of $25,000,000, and such
proceeding shall not have been dismissed within 20 days thereafter; or a condition shall
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exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which would cause one or more members of
the ERISA Group to incur a current payment obligation in excess of $25,000,000;
(k) a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days;
(l) MidAmerican Energy Holdings Company or any wholly-owned subsidiary
thereof that owns common stock of the Company (“MidAmerican”) shall fail to own
(directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding
shares of common stock of the Company; any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except
Berkshire Hathaway Inc. or any wholly-owned subsidiary thereof, shall acquire a
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act) of 35% or more of the outstanding shares of
common stock of MidAmerican; or, during any period of 14 consecutive calendar months
commencing on or after March 21, 2006, individuals who were directors of the Company
on the first day of such period and any new director whose election by the board of
directors of the Company or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the applicable period or whose election or nomination
for election was previously so approved, shall cease to constitute a majority of the board
of directors of the Company.
Upon the occurrence of any Event of Default under the Credit Agreement, the
Administrative Agent shall (i) if requested by the Required Banks, by notice to the Company
terminate the Commitments and the obligation of each Syndicate Bank to make Loans
thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and
such obligations to make Loans and issue new letters of credit shall thereupon terminate, and (ii)
if requested by the Required Banks, by notice to the Company declare the Loans (together with
accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the Credit Agreement to be, and the same shall
thereupon become, immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Company; provided that in the case of
any of the Events of Default specified in clause (h) or (i) above with respect to the Company,
without any notice to the Company or any other act by the Administrative Agent or the Syndicate
Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest
thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a
letter of credit issued under the Credit Agreement shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Company.
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The Company agrees, in addition to the Events of Default provisions above, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an
outstanding letter of credit issued under the Credit Agreement, pay to the Administrative Agent
an amount in immediately available funds (which funds shall be held as collateral pursuant to
arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available
for drawing under all letters of credit issued under the Credit Agreement outstanding at such time
(or, in the case of a request by an Issuing Bank, all such letters of credit issued by it); provided
that, upon the occurrence of any Event of Default specified in clause (h) or (i) above with respect
to the Company, and on the scheduled termination date of the Credit Agreement, the Company
shall pay such amount forthwith without any notice or demand or any other act by the
Administrative Agent, any Issuing Bank or any Syndicate Bank.
THE LOAN AGREEMENT
ISSUANCE OF THE BONDS; LOAN OF PROCEEDS
The Issuer issued the Bonds for the purpose of refunding the Prior Bonds, the proceeds of
which were used to finance or refinance, as the case may be, a portion of the Company’s share of
the costs of acquiring and improving the Project. The proceeds of the sale of the Bonds have
been used to refund the Prior Bonds.
LOAN PAYMENTS; THE FIRST MORTGAGE BONDS
As and for repayment of the loan made to the Company by the Issuer, the Company will
pay to the Trustee, for the account of the Issuer, an amount equal to the principal of, premium, if
any, and interest on the Bonds when due on the dates, in the amounts and in the manner provided
in the Indenture for the payment of the principal of, premium, if any, and interest on the Bonds,
whether at maturity, upon redemption, acceleration or otherwise (“Loan Payments”); provided,
however, that the obligation of the Company to make any such Loan Payment will be reduced by
the amount of any reduction under the Indenture of the amount of the corresponding payment
required to be made by the Issuer thereunder; and provided further that the obligation of the
Company to make any such payment is deemed to be satisfied and discharged to the extent of the
corresponding payment made (i) by the Bank to the Trustee under the Letter of Credit, (ii) by the
Obligor on an Alternate Credit Facility to the Trustee under such Alternate Credit Facility or (iii)
by the Company of principal of or premium, if any, or interest on the First Mortgage Bonds.
The Company’s obligation to repay the loan made to it by the Issuer is secured by First
Mortgage Bonds delivered to the Trustee equal in principal amount to, and bearing interest at the
same rate and maturing on the same date as, the Bonds. The payments to be made by the
Company pursuant to the Loan Agreement and the First Mortgage Bonds are pledged under the
Indenture by the Issuer to the Trustee, and the Company is to make all payments thereunder and
thereon directly to the Trustee. See “THE FIRST MORTGAGE BONDS—General” below.
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Pursuant to the Loan Agreement, the Company may provide for the release of its First
Mortgage Bonds by delivering to the Trustee collateral in substitution for the First Mortgage
Bonds (“Substitute Collateral”), but only if the Company, on the date of delivery of such
Substitute Collateral, simultaneously delivers to the Trustee (a) an opinion of Bond Counsel
stating that delivery of such Substitute Collateral and release of the First Mortgage Bonds
complies with the terms of the Loan Agreement and will not adversely affect the Tax-Exempt
status of the Bonds; (b) written evidence from the Insurer, if any, and from each Bank to the
effect that they have reviewed the proposed Substitute Collateral and find it to be acceptable; and
(c) written evidence from Moody’s, if the Bonds are then rated by Moody’s, and from S&P, if
the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed
the Substitute Collateral and that the release of the First Mortgage Bonds and the substitution of
the Substitute Collateral for the First Mortgage Bonds will not, by itself, result in a reduction,
suspension or withdrawal of such rating agency’s rating or ratings of the Bonds.
PAYMENTS OF PURCHASE PRICE
The Company will pay or cause to be paid to the Trustee amounts equal to the amounts to
be paid by the Trustee pursuant to the Indenture for the purchase of outstanding Bonds
thereunder (see “THE BONDS-Optional Purchase” and “—Mandatory Purchase”), such amounts
to be paid to the Trustee as the purchase price for the Bonds tendered for purchase pursuant to
the Indenture, on the dates such payments are to be made; provided, however, that the obligation
of the Company to make any such payment under the Loan Agreement will be reduced by the
amount of any moneys held by the Trustee under the Indenture and available for such payment.
From the date of delivery of the Letter of Credit to and including the Interest Payment
Date next preceding the Expiration of the Term of the Letter of Credit (or the Expiration of the
Term of an Alternate Credit Facility, as the case may be), the Company will provide for the
payment of the amounts to be paid by the Trustee for the purchase of Bonds by providing for the
delivery of the Letter of Credit (or an Alternate Credit Facility, as the case may be) to the
Trustee. The Trustee has been directed to take such actions as may be necessary in accordance
with the provisions of the Indenture and the Letter of Credit (or an Alternate Credit Facility, as
the case may be), to obtain the moneys necessary to pay the purchase price of Bonds when due.
OBLIGATION ABSOLUTE
The Company’s obligation to make payments under the Loan Agreement and otherwise
on the First Mortgage Bonds is absolute, irrevocable and unconditional and is not subject to
cancellation, termination or abatement, or to any defense other than payment, or to any right of
setoff, counterclaim or recoupment arising out of any breach under the Loan Agreement or the
Indenture or otherwise by the Company, the Trustee, the Remarketing Agent, any Insurer, the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), or any other party or
out of any obligation or liability at any time owing to the Company by any such party.
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EXPENSES
The Company is obligated to pay reasonable compensation and to reimburse certain
expenses and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, the
Paying Agent, Moody’s and S&P directly to such entity.
TAX COVENANTS; TAX-EXEMPT STATUS OF BONDS
The Company covenants that the Bond proceeds, the earnings thereon and other moneys
on deposit with respect to the Bonds will not be used in such a manner as to cause the Bonds to
be “arbitrage bonds” within the meaning of the Code.
The Company covenants that it has not taken, and will not take, or permit to be taken on
its behalf, any action which would adversely affect the Tax-Exempt status of the Bonds and will
take, or require to be taken, such action as may, from time to time, be required under applicable
law or regulation to continue to cause the Bonds to be Tax-Exempt. See “TAX EXEMPTION.”
OTHER COVENANTS OF THE COMPANY
Maintenance of Existence; Conditions Under Which Exceptions Permitted. The
Company covenants that it will maintain in good standing its corporate existence as a corporation
organized under the laws of one of the states of the United States or the District of Columbia and
will remain duly qualified to do business in the State of the Issuer, will not dissolve or otherwise
dispose of all or substantially all of its assets and will not consolidate with or merge into another
corporation; provided, however, that the Company may, without violating the foregoing,
undertake from time to time any one or more of the following, if, prior to the effective date
thereof, there shall have been delivered to the Trustee an opinion of Bond Counsel stating that
the contemplated action will not adversely affect the Tax-Exempt status of the Bonds: (a)
consolidate with or merge into another domestic corporation (i.e., a corporation incorporated and
existing under the laws of one of the states of the United States or of the District of Columbia),
or sell or otherwise transfer to another domestic corporation all or substantially all of its assets as
an entirety and thereafter dissolve, provided the resulting, surviving or transferee corporation, as
the case may be, must be the Company or a corporation qualified to do business in the State of
the Issuer as a foreign corporation or incorporated and existing under the laws of the State of the
Issuer, which as a result of the transaction has assumed (either by operation of law or in writing)
all of the obligations of the Company under the Loan Agreement, the First Mortgage Bonds and
the Reimbursement Agreement; or (b) convey all or substantially all of its assets to one or more
wholly owned subsidiaries of the Company so long as the Company remains in existence and
primarily liable on all of its obligations under the Loan Agreement and such subsidiary or
subsidiaries to which such assets are so conveyed guarantees in writing the performance of all of
the Company’s obligations under the Loan Agreement, the First Mortgage Bonds and the
Reimbursement Agreement.
Assignment. With the consent of the Bank (or the Obligor on an Alternate Credit
Facility), the Company’s interest in the Loan Agreement may be assigned in whole or in part by
the Company to another entity, subject, however, to the conditions that no assignment will (a)
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adversely affect the Tax-Exempt status of the Bonds or (b) relieve (other than as described in
“Maintenance of Existence; Conditions Under Which Exceptions Permitted” above) the
Company from primary liability for its obligations to pay the First Mortgage Bonds or to make
the Loan Payments or to make payments to the Trustee with respect to payment of the purchase
price of the Bonds or for any other of its obligations under the Loan Agreement; and subject
further to the condition that the Company has delivered to the Trustee and the Bank (or the
Obligor on an Alternate Credit Facility an opinion of counsel to the Company that such
assignment complies with the provisions described in this paragraph and an opinion of Bond
Counsel to the effect that the proposed assignment will not impair the validity of the Bonds
under the Act, or adversely affect the Tax-Exempt status of the Bonds. The Company must,
within 30 days after the delivery thereof, furnish to the Issuer and the Trustee a true and
complete copy of the agreements or other documents effectuating any such assignment.
Maintenance and Repair; Taxes, Etc. The Company will maintain the Project in good
repair, keep the same insured in accordance with standard industry practice and pay all costs
thereof. The Company will pay or cause to be paid all taxes, special assessments and
governmental, utility and other charges with respect to the Project.
The Company may at its own expense cause the Project to be remodeled or cause such
substitutions, modifications and improvements to be made to the Facilities from time to time as
the Company, in its discretion, may deem to be desirable for its uses and purposes, which
remodeling, substitutions, modifications and improvements are included under the terms of the
Loan Agreement as part of the Pollution Control Facilities; provided, however, that the Company
may not exercise any such right, power, election or option if the proposed remodeling,
substitution, modification or improvement would adversely affect the Tax-Exempt status of the
Bonds.
The Company will cause insurance to be taken out and continuously maintained in effect
with respect to the Pollution Control Facilities in accordance with standard industry practice.
Anything in the Loan Agreement to the contrary notwithstanding, the Company has the
right at any time to cause the operation of the Pollution Control Facilities to be terminated if the
Company has determined that the continued operation of the Project or the Pollution Control
Facilities is uneconomical for any reason.
LETTER OF CREDIT; ALTERNATE CREDIT FACILITY
The Company may, at any time, at its option:
(a) provide for the delivery on any Business Day to the Trustee of an
Alternate Credit Facility or a Substitute Letter of Credit, but only provided that:
(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states (I) the effective date of the Alternate Credit Facility or
Substitute Letter of Credit to be so provided, and (II) the Expiration of the Term
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of the Letter of Credit or the Expiration of the Term of the Alternate Credit
Facility which is to be replaced (which Expiration shall not be prior to the
effective date of the Alternate Credit Facility to be so provided), (B) describes the
terms of the Alternate Credit Facility or Substitute Letter of Credit, (C) directs the
Trustee to give notice of the mandatory purchase of the Bonds on the Business
Day next preceding the Expiration of the Term of the Letter of Credit or the
Expiration of the Term of the Alternate Credit Facility which is to be replaced
(which Business Day shall be not less than 30 days from the date of receipt by the
Trustee of the notice from the Company specified above), in accordance with the
Indenture, and (D) directs the Trustee, after taking such actions as are required to
be taken to provide moneys due under the Indenture in respect of the Bonds or the
purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as
the case may be, which is to be replaced, to the obligor thereon on the next
Business Day after the later of the effective date of the Alternate Credit Facility or
the Substitute Letter of Credit to be provided and the Expiration of the Term of
the Letter of Credit or Expiration of the Term of the Alternate Credit Facility
which is to be replaced and thereupon to deliver any and all instruments which
may be reasonably requested by such obligor and furnished to the Trustee (but
such surrender shall occur only if the requirement of (ii) below has been
satisfied);
(ii) on the date of delivery of the Alternate Credit Facility or the
Substitute Letter of Credit (which shall be the effective date thereof), the
Company shall furnish to the Trustee simultaneously with such delivery of the
Alternate Credit Facility or Substitute Letter of Credit (which delivery must occur
prior to 9:30 a.m., New York time, on such date, unless a later time on such date
shall be acceptable to the Trustee) an opinion of Bond Counsel stating that the
delivery of such Alternate Credit Facility or Substitute Letter of Credit (A)
complies with the terms of the Loan Agreement and (B) will not adversely affect
the Tax-Exempt status of the Bonds; and
(iii) in the case of the delivery of a Substitute Letter of Credit, the
Company has received the written consent of the Bank or the Obligor on an
Alternate Credit Facility; or
(b) provide for the termination on any Business Day of the Letter of Credit or
any Alternate Credit Facility then in effect, but only provided that:
(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states the Expiration of the Term of the Letter of Credit or the
Expiration of the Term of the Alternate Credit Facility which is to be terminated,
(B) directs the Trustee to give notice of the mandatory purchase of the Bonds on
the Business Day next preceding the Expiration of the Term of the Letter of
Credit or the Expiration of the Term of the Alternate Credit Facility which is to be
terminated (which Business Day shall be not less than 30 days from the date of
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receipt by the Trustee of the notice from the Company specified above), in
accordance with the Indenture, and (C) directs the Trustee, after taking such
actions as are required to be taken to provide moneys due under the Indenture in
respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to be terminated, to the
obligor thereon on the next Business Day after the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of the Alternate Credit Facility
which is to be terminated and to thereupon deliver any and all instruments which
may be reasonably requested by such obligor and furnished to the Trustee (but
such surrender shall occur only if the requirement of (ii) below has been
satisfied); and
(ii) on the Business Day next preceding the Expiration of the Term of
the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility,
which is to be terminated, the Company shall furnish to the Trustee (prior to 9:30
a.m., New York time, on such Business Day, unless a later time on such Business
Day shall be acceptable to the Trustee) an opinion of Bond Counsel stating that
the termination of such Alternate Credit Facility or Letter of Credit (A) complies
with the terms of the Loan Agreement and (B) will not adversely affect the
Tax-Exempt status of the Bonds.
EXTENSION OF A LETTER OF CREDIT
The Company may, at its election, but only with the written consent of the Bank or the
Obligor on an Alternate Credit Facility, as the case may be, at any time provide for one or more
extensions of the Letter of Credit or Alternate Credit Facility then in effect, as the case may be,
for any period commencing after its then-current expiration date.
DEFAULTS
Each of the following events constitute an “Event of Default” under the Loan Agreement:
(a) a failure by the Company to make when due any Loan Payment, any
payment required to be made to the Trustee for the purchase of Bonds or any payment on
the First Mortgage Bonds, which failure has resulted in an “Event of Default” as
described herein in paragraph (a), (b) or (c) under “THE INDENTURE—Defaults;”
(b) a failure by the Company to pay when due any amount required to be paid
under the Loan Agreement or to observe and perform any other covenant, condition or
agreement on the Company’s part to be observed or performed under the Loan
Agreement (other than a failure described in clause (a) above), which failure continues
for a period of 60 days (or such longer period as the Issuer, the Bank (or the Obligor on
an Alternate Credit Facility, as the case may be) and the Trustee may agree to in writing)
after written notice given to the Company and the Bank (or the Obligor on an Alternate
Credit Facility, as the case may be) by the Trustee or to the Company, the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be and the Trustee by the Issuer;
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provided, however, that if such failure is other than for the payment of money and cannot
be corrected within the applicable period, such failure does not constitute an Event of
Default so long as the Company institutes corrective action within the applicable period
and such action is being diligently pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of
the Company.
The Loan Agreement provides that, with respect to any Event of Default described in
clause (b) above if, by reason of acts of God, strikes, orders of political bodies, certain natural
disasters, civil disturbances and certain other events specified in the Loan Agreement, or any
cause or event not reasonably within the control of the Company, the Company is unable in
whole or in part to carry out one or more of its agreements or obligations contained in the Loan
Agreement (other than certain obligations specified in the Loan Agreement, including its
obligations to make when due Loan Payments and otherwise on the First Mortgage Bonds,
payments to the Trustee for the purchase of Bonds, to pay certain expenses and taxes, to
indemnify the Issuer, the Trustee and others against certain liabilities, to discharge liens and to
maintain its existence), the Company will not be deemed in default by reason of not carrying out
such agreements or performing such obligations during the continuance of such inability.
REMEDIES
Upon the occurrence and continuance of any Event of Default described in (a) or (c)
under “Defaults” above, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments will, without further action, become and be
immediately due and payable. Any waiver of any Event of Default under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event
or Events of Default under the Loan Agreement and a rescission and annulment of the
consequences thereof. See “THE INDENTURE—Defaults.” Upon the occurrence and continuance
of any Event of Default arising from a “Default” as such term is defined in the Company
Mortgage, the Trustee, as holder of the First Mortgage Bonds, will, subject to the provisions of
the Indenture, have the rights provided in the Company Mortgage. Any waiver made in
accordance with the Indenture of a “Default” under the Company Mortgage and a rescission and
annulment of its consequences constitutes a waiver of the corresponding Event or Events of
Default under the Loan Agreement and a rescission and annulment of the consequences thereof.
Upon the occurrence and continuance of any Event of Default under the Loan
Agreement, the Issuer may take any action at law or in equity to collect any payments then due
and thereafter to become due, or to seek injunctive relief or specific performance of any
obligation, agreement or covenant of the Company under the Loan Agreement and under the
First Mortgage Bonds.
Any amounts collected from the Company upon an Event of Default under the Loan
Agreement will be applied in accordance with the Indenture.
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AMENDMENTS
The Loan Agreement may be amended subject to the limitations contained in the Loan
Agreement and in the Indenture. See “THE INDENTURE—Amendment of the Loan Agreement.”
THE INDENTURE
PLEDGE AND SECURITY
Pursuant to the Indenture, the Loan Payments have been pledged by the Issuer to secure
the payment of the principal of, and premium, if any, and interest on, the Bonds. The Issuer has
also pledged and assigned to the Trustee all its rights and interests under the Loan Agreement
(other than its rights to indemnification and reimbursement of expenses and certain other rights),
including the Issuer’s right to delivery of the First Mortgage Bonds, and has pledged to the
Trustee all moneys and obligations deposited or to be deposited in the Bond Fund established
with the Trustee; provided that the Trustee, the Remarketing Agent, the Paying Agent and the
Registrar will have a prior claim on the Bond Fund for the payment of their compensation and
expenses and for the repayment of any advances (plus interest thereon) made by them to effect
performance of certain covenants in the Indenture if the Company has failed to make any
payment which results in an Event of Default under the Loan Agreement.
APPLICATION OF PROCEEDS OF THE BOND FUND
The proceeds from the sale of the Bonds, excluding accrued interest, if any, were
deposited with the trustee for the Prior Bonds and used to refund the Prior Bonds. There is
created under the Indenture a Bond Fund to be held by the Trustee and therein established a
Principal Account and an Interest Account. Payments made by the Company under the Loan
Agreement and otherwise on the First Mortgage Bonds in respect of the principal of, premium, if
any, and interest on, the Bonds and certain other amounts specified in the Indenture are to be
deposited in the appropriate account in the Bond Fund. While any Bonds are outstanding and
except as provided in a Tax Exemption Certificate and Agreement among the Trustee, the Issuer
and the Company (the “Tax Certificate”), moneys in the Bond Fund will be used solely for the
payment of the principal of, and premium, if any, and interest on, the Bonds as the same become
due and payable at maturity, upon redemption or upon acceleration of maturity, subject to the
prior claim of the Trustee, the Remarketing Agent, the Paying Agent and the Registrar to the
extent described above in “Pledge and Security.”
INVESTMENT OF FUNDS
Subject to the provisions of the Tax Certificate, moneys in the Bond Fund will, at the
direction of the Company, be invested in securities or obligations specified in the Indenture.
Gains from such investments will be credited, and any loss will be charged, to the particular fund
or account from which the investments were made.
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DEFAULTS
Each of the following events will constitute an “Event of Default” under the Indenture:
(a) subject to the Remarketing Agents efforts to remarket Pledged Bonds, a
failure to pay the principal of, or premium, if any, on any of the Bonds when the same
becomes due and payable at maturity, upon redemption or otherwise;
(b) subject to the Remarketing Agents efforts to remarket Pledged Bonds, a
failure to pay an installment of interest on any of the Bonds for a period of one day after
such interest has become due and payable;
(c) a failure to pay amounts due in respect of the purchase price of Bonds
delivered to the Trustee for purchase after such payment has become due and payable as
provided under the captions “THE BONDS—Optional Purchase” and “—Mandatory
Purchase;”
(d) a failure by the Issuer to observe and perform any covenant, condition,
agreement or provision contained in the Bonds or the Indenture (other than a failure
described in clause (a), (b) or (c) above), which failure continues for a period of 90 days
after written notice has been given to the Issuer and the Company by the Trustee, which
notice may be given at the discretion of the Trustee and must be given at the written
request of the Owners of not less than 25% in principal amount of Bonds then
outstanding, unless such period is extended prior to its expiration by the Trustee, or by
the Trustee and the Owners of a principal amount of Bonds not less than the principal
amount of Bonds the Owners of which requested such notice, as the case may be;
provided, however, that the Trustee, or the Trustee and the Owners of such principal
amount of Bonds, as the case may be, will be deemed to have agreed to an extension of
such period if corrective action is initiated by the Issuer, or the Company on behalf of the
Issuer, within such period and is being diligently pursued;
(e) an “Event of Default” under the Loan Agreement;
(f) a “Default” under the Company Mortgage; or
(g) the Trustee’s receipt of written notice (which may be given by
telefacsimile) from the Bank (or the Obligor on the Alternate Credit Facility, as the case
may be) of an event of default under and as defined in the Reimbursement Agreement
and stating that such notice is given pursuant to the Indenture.
REMEDIES
Upon the occurrence (without waiver or cure) of an Event of Default described in clause
(a), (b), (c), (f) or (g) under “Defaults” above or an Event of Default described in clause (e)
under “Defaults” above resulting from an “Event of Default” under the Loan Agreement as
described under clause (a) or (c) of “THE LOAN AGREEMENT—Defaults” herein, and further upon
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the conditions that, if (a) in accordance with the terms of the Company Mortgage, the First
Mortgage Bonds have become immediately due and payable pursuant to any provision of the
Company Mortgage and (b) there has been filed with the Trustee a written direction of the Bank
(if its Letter of Credit is in effect and if no Bank Default shall have occurred and be continuing)
or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred and is
continuing), then the Bonds will, without further action, become immediately due and payable
and, during the period the Letter of Credit or an Alternate Credit Facility, as the case may be, is
in effect, with accrued interest on the Bonds payable on the Bond Payment Date fixed as
described in the Indenture and the Trustee will as promptly as practicable draw moneys under the
Letter of Credit or an Alternate Credit Facility, as the case may be, to the extent available
thereunder, in an amount sufficient to pay principal of and accrued interest on the Bonds payable
on the Bond Payment Date established as described in the Indenture; provided that any waiver of
any “Default” under the Company Mortgage and a rescission and annulment of its consequences
will constitute a waiver of the corresponding Event or Events of Default under the Indenture and
rescission and annulment of the consequences thereof.
The provisions described in the preceding paragraph are subject further to the condition
that if, so long as no Letter of Credit or Alternate Credit Facility is outstanding, after the
principal of the Bonds have been so declared to be due and payable and before any judgment or
decree for the payment of the moneys due have been obtained or entered as hereinafter provided,
the Issuer will cause to be deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all Bonds and the principal of any and all Bonds which have
become due otherwise than by reason of such declaration (with interest upon such principal and,
to the extent permissible by law, on overdue installments of interest, at the rate per annum
specified in the Bonds) and such amount as are sufficient to cover reasonable compensation and
reimbursement of expenses payable to the Trustee, and all Events of Default under the Indenture
(other than nonpayment of the principal of Bonds which has become due by said declaration) has
been remedied, then, in every such case, such Event of Default is deemed waived and such
declaration and its consequences rescinded and annulled, and the Trustee will promptly give
written notice of such waiver, rescission and annulment to the Issuer and the Company and will
give notice thereof to Owners of the Bonds by first-class mail; provided, however, that no such
waiver, rescission and annulment will extend to or affect any other Event of Default or
subsequent Event of Default or impair any right, power or remedy consequent thereon.
The provisions described in the second preceding paragraph are, further, subject to the
condition that, if an Event of Default described in clause (g) under “Defaults” above has
occurred and if the Trustee thereafter has received written notice from the Bank (or the Obligor
on the Alternate Credit Facility, as the case may be) (a) that the notice which caused such Event
of Default to occur has been withdrawn and (b) that the amounts available to be drawn on the
Letter of Credit (or the Alternate Credit Facility, as the case may be) to pay (i) the principal of
the Bonds or the portion of purchase price equal to principal and (ii) interest on the Bonds and
the portion of purchase price equal to accrued interest have been reinstated to an amount equal to
the principal amount of the Bonds Outstanding plus accrued interest thereon for the applicable
Interest Coverage Period at the Interest Coverage Rate, then, in every such case, such Event of
Default is deemed waived and its consequences rescinded and annulled, and the Trustee will
promptly give written notice of such waiver, rescission and annulment to the Issuer, the
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Company, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the
Remarketing Agent, and, if notice of the acceleration of the Bonds has been given to the Owners
of Bonds, will give notice thereof by Mail to all Owners of Outstanding Bonds; but no such
waiver, rescission and annulment will extend to or affect any subsequent Event of Default or
impair any right or remedy consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the
Trustee may, with the consent of the Bank (if its Letter of Credit is in effect and if no Bank
Default shall have occurred and be continuing) or the Insurer (if its policy is in effect and no
Insurer Default has occurred and is continuing), and upon the written direction of the Owners of
not less than 25% in principal amount of the Bonds outstanding and receipt of indemnity to its
satisfaction (except against gross negligence or willful misconduct) must, pursue any available
remedy to enforce the rights of the Owners of the Bonds and require the Company, the Issuer,
the Insurer or the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) to
carry out any agreements, bring suit upon the Bonds or enjoin any acts or things which may be
unlawful or in violation of the rights of the Owners of the Bonds. So long as an Insurer Default
has not occurred and is continuing, upon the occurrence and continuance of an Event of Default,
the Insurer is entitled to control and direct the enforcement of all rights and remedies granted to
the Owners or the Trustee for the benefit of the Owners under the Indenture. So long as a Bank
Default has not occurred and is continuing, upon the occurrence and continuance of an Event of
Default, the Bank is entitled to control and direct the enforcement of all rights and remedies
granted to the owners or the Trustee for the benefit of Owners under the Indenture. The Trustee
is not required to take any action in respect of an Event of Default (other than, in certain
circumstances, to declare the Bonds to be immediately due and payable, to notify the Insurer of
payments to be made pursuant to the Insurance Policy, to make certain payments with respect to
the Bonds and to draw on the Letter of Credit (or Alternate Credit Facility, as the case may be))
or to enforce the trusts created by the Indenture except upon the written request of the Owners of
not less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity
satisfactory to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the
right to direct the time, method and place of conducting all remedial proceedings available to the
Trustee under the Indenture or exercising any trust or power conferred on the Trustee upon
furnishing satisfactory indemnity to the Trustee (except against gross negligence or willful
misconduct) and provided that such direction does not result in any personal liability of the
Trustee.
No Owner of any Bond will have any right to institute any suit, action or proceeding in
equity or at law for the execution of any trust or power of the Trustee unless such Owner has
previously given the Trustee written notice of an Event of Default and unless the Owners of not
less than 25% in principal amount of the Bonds then outstanding have made written request of
the Trustee so to do, and unless satisfactory indemnity (except against gross negligence or willful
misconduct) has been offered to the Trustee and the Trustee has not complied with such request
within a reasonable time.
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Notwithstanding any other provision in the Indenture, the right of any Owner to receive
payment of the principal of, premium, if any, and interest on the Owner’s Bond on or after the
respective due dates expressed therein, or to institute suit for the enforcement of any such
payment on or after such respective dates, will not be impaired or affected without the consent of
such Owner of Bonds.
DEFEASANCE
All or any portions of Bonds (in Authorized Denominations) will, prior to the maturity or
redemption date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a) in the event said Bonds or portions thereof have been selected for
redemption, the Trustee has given, or the Company has given to the Trustee in form
satisfactory to it irrevocable instructions to give, notice of redemption of such Bonds or
portions thereof;
(b) there has been deposited with the Trustee moneys which constitute
Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit
Facility;
(c) the moneys so deposited with the Trustee are in an amount sufficient
(without relying on any investment income) to pay when due the principal of, premium, if
any, and interest due and to become due (which amount of interest to become due is
calculated at the Maximum Interest Rate unless the interest rate borne by all of such
Bonds is not subject to adjustment prior to the maturity or redemption thereof, in which
case the amount of interest is calculated at the rate borne by such Bonds) on said Bonds
or portions thereof on and prior to the redemption date or maturity date thereof, as the
case may be; provided, however, that if such payment is to be made upon optional
redemption, such payment is made from Available Moneys;
(d) in the event said Bonds or portions thereof do not mature and are not to be
redeemed within the next succeeding 60 days, the Issuer at the direction of the Company
has given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as
practicable in the same manner as a notice of redemption is given pursuant to the
Indenture, a notice to the Owners of said Bonds or portions thereof and to the Insurer that
the deposit required by clause (b) above has been made with the Trustee and that said
Bonds or portions thereof are deemed to have been paid and stating the maturity or
redemption date upon which moneys are to be available for the payment of the principal
of and premium, if any, and interest on said Bonds or portions thereof;
(e) the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of an independent public accountant of nationally recognized standing,
selected by the Company (an “Accountant’s Opinion”), to the effect that the
requirements set forth in clause (c) above have been satisfied;
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(f) the Issuer, the Company, the Trustee and the Insurer shall have received
written evidence from Moody’s, if the Bonds are then rated by Moody’s, and S&P, if the
Bonds are then rated by S&P, that such action will not result in a reduction, suspension or
withdrawal of the rating; and
(g) the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of Bond Counsel to the effect that such deposit will not adversely affect the
Tax-Exempt status of the Bonds (“Bond Counsel’s Opinion”).
Moneys deposited with the Trustee as described above may not be withdrawn or used for
any purpose other than, and are held in trust for, the payment of the principal of, premium, if
any, and interest on said Bonds or portions thereof, or for the payment of the purchase price of
Bonds in accordance with the Indenture; provided that such moneys, if not then needed for such
purpose, will, to the extent practicable, be invested and reinvested in Government Obligations
maturing on or prior to the earlier of (a) the date moneys may be required for the purchase of
Bonds or (b) the Interest Payment Date next succeeding the date of investment or reinvestment,
and interest earned from such investments are paid over to the Company, as received by the
Trustee, free and clear of any trust, lien or pledge.
The provisions of the Indenture relating to (a) the registration and exchange of Bonds, (b)
the delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with
respect thereto, (c) the mandatory purchase of the Bonds in connection with the Expiration of the
Term of the Letter of Credit or the Expiration of the Term for Alternate Credit Facility, as the
case may be, and (d) payment of the Bonds from such moneys, will remain in full force and
effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed for
redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, however, that the provisions with respect to registration and
exchange of Bonds will continue to be effective until the maturity or the last date fixed for
redemption of all Bonds.
In the event the requirements of the next to the last sentence of the next succeeding
paragraph can be satisfied, the preceding three paragraphs will not apply and the following two
paragraphs will be applicable.
Any Bond will be deemed to be paid within the meaning of the Indenture when (a)
payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due
date thereof (whether such due date is by reason of maturity or acceleration or upon redemption
as provided in the Indenture) either (i) has been made or caused to be made in accordance with
the terms thereof or (ii) has been provided for by irrevocably depositing with the Trustee in trust
and irrevocably set aside exclusively for such payment, (A) moneys, which are Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case
may be, sufficient to make such payment and/or (B) Government Obligations purchased with
Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as
the case may be, and maturing as to principal and interest in such amount and at such time as will
insure, without reinvestment, the availability of sufficient moneys to make such payment;
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provided, however, that if such payment is to be made upon optional redemption, such payment
is made from Available Moneys or from Government Obligations purchased with Available
Moneys; (b) all necessary and proper fees, compensation and expenses of the Issuer, the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made have been
paid or the payment thereof provided for to the satisfaction of the Trustee; and (c) an
Accountant’s Opinion, to the effect that such moneys and/or Government Obligations will
insure, without reinvestment, the availability of sufficient moneys to make such payment, a
Bankruptcy Counsel’s Opinion to the effect that the payment of the Bonds from the moneys
and/or Government Obligations so deposited will not result in a voidable preference under
Section 547 of the United States Bankruptcy Code in the event that either the Issuer of the
Company were to become a debtor under the United States Bankruptcy Code and a Bond
Counsel’s Opinion has been delivered to the Issuer, the Company, the Trustee, Moody’s, if the
Bonds are then rated by Moody’s, and S&P, if the Bonds are then rated by S&P. The provisions
of this paragraph apply only if (x) the Bond with respect to which such deposit is made is to
mature or be called for redemption prior to the next succeeding date on which such Bond is
subject to purchase as described herein under the captions “THE BONDS—Optional Purchase”
and “—Mandatory Purchase” and (y) the Company waives, to the satisfaction of the Trustee, its
right to convert the interest rate borne by such Bond.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the
immediately preceding paragraph will be deemed a payment of such Bonds as aforesaid until: (a)
proper notice of redemption of such Bonds has been previously given in accordance with the
Indenture, or in the event said Bonds are not to be redeemed within the next succeeding 60 days,
until the Company has given the Trustee on behalf of the Issuer, in form satisfactory to the
Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds in
accordance with the Indenture, that the deposit required by clause (a)(ii) above has been made
with the Trustee and that said Bonds are deemed to have been paid in accordance with the
Indenture and stating the maturity or redemption date upon which moneys are to be available for
the payment of the principal of and the applicable redemption premium, if any, on said Bonds,
plus interest thereon to the due date thereof; or (b) the maturity of such Bonds.
REMOVAL OF TRUSTEE
With the prior written consent of the Bank or the Obligor on an Alternate Credit Facility,
as the case may be (which consent, if unreasonably withheld, will not be required), the Trustee
may be removed at any time by filing with the Trustee so removed, and with the Issuer, the
Company, the Insurer, if any, the Registrar, the Remarketing Agent and the Bank (or the Obligor
on an Alternate Credit Facility, as the case may be), an instrument or instruments in writing
executed by (a) the Insurer, if any and if no Insurer Default has occurred and is continuing, or (b)
the Owners of not less than a majority in principal amount of the Bonds then outstanding and, if
no Insurer Default has occurred and is continuing, the Insurer, if any. The Trustee may also be
removed by the Issuer under certain circumstances.
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MODIFICATIONS AND AMENDMENTS
The Indenture may be modified or amended by the Issuer and the Trustee by
supplemental indentures without the consent of the Owners of the Bonds, but with the consent of
the Bank in certain circumstances, for any of the following purposes: (a) to cure any formal
defect, omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and
agreements of the Issuer contained in the Indenture or of the Company, the Insurer, if any, or the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any
document, other covenants or agreements thereafter to be observed, or to assign or pledge
additional security for any of the Bonds, or to surrender any right or power reserved or conferred
upon the Issuer or the Company which does not materially adversely affect the interests of
Owners of the Bonds; (c) to confirm, as further assurance, any pledge of or lien on any property
subjected or to be subjected to the lien of the Indenture; (d) to comply with the requirements of
the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the
Indenture or any supplemental indenture in any other respect which in the judgment of the
Trustee is not materially adverse to the Owners of the Bonds; provided, however, that any such
modification, alteration, amendment or supplement will not take effect until the Insurer, if any
(unless an Insurer Default has occurred and is continuing), and the Bank or the Obligor on an
Alternate Credit Facility, as the case may be, has consented in writing to such modification,
alteration, amendment or supplement; provided further that in determining whether any such
modification, alteration, amendment or supplement is materially adverse to the Owners of the
Bonds, the Trustee will consider the effect on the Owners as if there were no Insurance Policy
with respect to the Bonds; (f) to implement a conversion of the interest rate on the Bonds or to
evidence or give effect to or facilitate the delivery and administration under the Indenture of an
Alternate Credit Facility or on a Substitute Letter of Credit; (g) to provide for a depository to
accept tendered Bonds in lieu of the Trustee; (h) to modify or eliminate the book-entry
registration system for any of the Bonds; (i) to provide for uncertificated Bonds or for the
issuance of coupons and bearer Bonds or Bonds registered only as to principal, but only to the
extent that such would not adversely affect the Tax-Exempt status of the Bonds; (j) to secure or
maintain ratings for the Bonds from Moody’s and/or S&P in both the highest short-term or
commercial paper debt Rating Category (as defined in the Indenture) and also in either of the two
highest long-term debt Rating Categories; (k) to provide demand purchase obligations to cause
the Bonds to be authorized purchases for investment companies; (1) to provide for any Substitute
Collateral and the release of any First Mortgage Bonds; (m) to provide for the appointment of a
successor Trustee, Registrar or Paying Agent; (n) to provide the procedures required to permit
any Owner to separate the right to receive interest on the Bonds from the right to receive
principal thereof and to sell or dispose of such right as contemplated by Section 1286 of the
Code; (o) to provide for any additional procedures, covenants or agreements necessary to
maintain the Tax-Exempt status of the Bonds; (p) to modify, alter, amend or supplement the
Indenture in any other respect, if the effective date of such supplemental indenture or amendment
is a date on which all of the Bonds affected thereby are subject to mandatory purchase and are so
purchased; and (q) to provide for the delivery to the Trustee of an Insurance Policy or
replacement of any Insurer or for an additional Insurer following the occurrence of an Insurer
Default or to provide for an additional Insurer following the withdrawal or suspension or
reduction below AAA (or its equivalent rating) by S&P and Aaa (or its equivalent rating) by
Moody’s of the long-term ratings of any Insurer then providing an Insurance Policy with respect
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to the Bonds provided that the insurance policy provided by the replacement or additional Insurer
would result in a long-term rating on the Bonds equal to AAA (or its equivalent rating) by S&P
and Aaa (or its equivalent rating) by Moody’s.
Before the Issuer and the Trustee enter into any supplemental indenture as described
above, there must be delivered to the Trustee, the Company, the Insurer, if any, and the Bank (or
the Obligor on an Alternate Credit Facility, as the case may be) an opinion of Bond Counsel
stating that such supplemental indenture is authorized or permitted by the Indenture and will,
upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with
its terms, and will not impair the validity under the Act, of the Bonds or adversely affect the
Tax-Exempt status of the Bonds.
The Trustee will provide written notice of any Supplemental Indenture to the Insurer, if
any, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be), Moody’s,
S&P and the Owners of all the Bonds then outstanding at least 30 days prior to the effective date
of such Supplemental Indenture. Such notice must state the effective date of such Supplemental
Indenture, briefly describe the nature of such Supplemental Indenture and state that a copy
thereof is on file at the principal office of the Trustee for inspection by the parties mentioned in
the preceding sentence.
Except for supplemental indentures entered into for the purposes described above, the
Indenture will not be modified, altered, amended supplemented or rescinded without the consent
of the Bank (if its Letter of Credit is in effect and no Bank Default has occurred and is
continuing) or the Insurer, if any (unless an Insurer Default has occurred and is continuing),
together with not less than 60% in the aggregate principal amount of Bonds outstanding, who
have the right to consent to and approve any supplemental indenture; provided that, unless
approved in writing by the Bank (if its Letter of Credit is in effect and no Bank Default has
occurred and is continuing) or Insurer, if any (unless an Insurer Default has occurred and is
continuing), and the Owners of all the Bonds then affected thereby, there will not be permitted
(a) a change in the times, amounts or currency of payment of the principal of, or premium, if any,
or interest on any Bond, a change in the terms of the purchase thereof by the Trustee, or a
reduction in the principal amount or redemption price thereof or the rate of interest thereon, (b)
the creation of a claim or lien on or a pledge of the Revenues ranking prior to or on a parity with
the claim, lien or pledge created by the Indenture, or (c) a reduction in the aggregate principal
amount of Bonds the consent of the Owners of which is required to approve any such
supplemental indenture or which is required to approve any amendment to the Loan Agreement.
No such amendment of the Indenture will be effective without the prior written consent of the
Company.
AMENDMENT OF THE LOAN AGREEMENT
Without the consent of or notice to the Owners of the Bonds, the Issuer may, with the
consent of the Insurer, if any (unless an Insurer Default has occurred and is continuing), modify,
alter, amend or supplement the Loan Agreement, and the Trustee may consent thereto, as may be
required (a) by the provisions of the Loan Agreement and the Indenture; (b) for the purpose of
curing any formal defect, omission, inconsistency or ambiguity therein; (c) in connection with
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any other change therein which in the judgment of the Trustee is not materially adverse to the
Owners of the Bonds; provided, however, that any such modification, alteration, amendment or
supplement will not take effect until the Insurer, if any (unless an Insurer Default has occurred
and is continuing), and the Bank or the Obligor on an Alternate Credit Facility, as the case may
be, have consented in writing to such modification, alteration, amendment or supplement;
provided further that in determining whether any such modification, alteration, amendment or
supplement is materially adverse to the Owners of the Bonds, the Trustee will consider the effect
on the Owners as if there were no Insurance Policy with respect to the Bonds; (d) to secure or
maintain ratings for the Bonds from Moody’s and/or S&P in both the highest short-term or
commercial paper debt Rating Category and also in either of the two highest long-term debt
Rating Categories; (e) in connection with the delivery and substitution of any Substitute
Collateral and the release of any First Mortgage Bonds; (f) to add to the covenants and
agreements of the Issuer contained in the Loan Agreement or of the Company or of any Insurer
or the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any
document, other covenants or agreements thereafter to be observed, or to assign or pledge
additional security for any of the Bonds, or to facilitate the delivery and administration of an
Alternate Credit Facility or a Substitute Letter of Credit, or to surrender any right or power
reserved or conferred upon the Issuer or the Company, which does not materially adversely
affect the interest of the Owners of the Bonds; (g) to provide demand purchase obligations to
cause the Bonds to be authorized purchases for investment companies, (h) to provide the
procedures required to permit any Owner to separate the right to receive interest on the Bonds
from the right to receive principal thereof and to sell or dispose of such right as contemplated by
Section 1286 of the Code; (i) to provide for any additional procedures, covenants or agreements
necessary to maintain the Tax-Exempt status of interest on the Bonds; (j) to modify, alter, amend
or supplement the Loan Agreement in any other respect, including amendments which would
otherwise be described herein, if the effective date of such supplement or amendment is a date on
which all of the Bonds affected thereby are subject to mandatory purchase and are so purchased;
and (k) to provide for the delivery to the Trustee of an Insurance Policy or replacement of any
Insurer or for an additional Insurer following the occurrence of an Insurer Default or to provide
for an additional Insurer following the withdrawal or suspension or reduction below AAA (or its
equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody’s of the long-term ratings
of any Insurer then providing an Insurance Policy with respect to the Bonds provided that the
insurance policy provided by the replacement or additional Insurer would result in a long-term
rating on the Bonds equal to AAA (or its equivalent rating) by S&P and Aaa (or its equivalent
rating) by Moody’s.
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, (a) the Trustee will cause notice of such proposed modification, alteration,
amendment or supplement to be provided to the Bank, the Insurer, if any, Moody’s and S&P,
stating that a copy thereof is on file at the office of the Trustee for inspection by the Insurer, if
any, Moody’s and S&P and (b) there must be delivered to the Bank, the Issuer, the Insurer, if
any, and the Trustee an opinion of Bond Counsel stating that such modification, alteration,
amendment or supplement is authorized or permitted by the Loan Agreement or the Indenture
and the Act, complies with their respective terms, will, upon the execution and delivery thereof,
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be valid and binding upon the Issuer in accordance with its terms and will not adversely affect
the Tax-Exempt status of the Bonds.
The Issuer will not enter into and the Trustee will not consent to any other amendment,
change or modification of the Loan Agreement without the written approval or consent of the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), the Insurer, if any
(unless an Insurer Default has occurred and is continuing), and the Owners of not less than 60%
in the aggregate principal amount of the Bonds at the time outstanding; provided, however, that,
unless approved in writing by the Owners of all Bonds affected thereby, nothing in the Indenture
may permit, or be construed as permitting, a change in the obligations of the Company to make
Loan Payments or payments to the Trustee for the purchase of Bonds or the nature of the
obligations of the Company on the First Mortgage Bonds. No amendment of the Loan
Agreement will become effective without the prior written consent of the Insurer, if any (unless
an Insurer Default has occurred and is continuing), and the Company and under certain
circumstances, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be).
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, there must be delivered to the Issuer, the Bank (or the Obligor on an Alternate Credit
Facility, as the case may be), the Insurer, if any, and the Trustee an opinion of Bond Counsel
stating that such modification, alteration, amendment or supplement is authorized or permitted
by the Loan Agreement or the Indenture and the Act, complies with their respective terms, will,
upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with
its terms and will not adversely affect the Tax-Exempt status of the Bonds.
THE FIRST MORTGAGE BONDS
Pursuant to the provisions of the Indenture and Pledge Agreement, dated as of June 1,
2003 between the Company and the Trustee (the “Pledge Agreement”), the First Mortgage
Bonds were issued by the Company to secure its obligations under the Loan Agreement. The
following summary of certain provisions of the First Mortgage Bonds and the Company
Mortgage referred to below does not purport to be complete and is qualified in its entirety by
reference thereto and includes capitalized terms defined in such Mortgages.
GENERAL
The First Mortgage Bonds are in the same principal amount and mature on the same dates
as the Bonds. In addition, the First Mortgage Bonds are subject to redemption prior to maturity
upon the same terms as the Bonds, so that upon any redemption of the Bonds, an equal aggregate
principal amount of First Mortgage Bonds will be redeemed. The First Mortgage Bonds bear
interest at the same rate, and be payable at the same times, as the Bonds. See “THE LOAN
AGREEMENT—Loan Payments; The First Mortgage Bonds” above.
The Company Mortgage provides that in the event of the merger or consolidation of
another electric utility company with or into the Company or the conveyance or transfer to the
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Company by another such company of all or substantially all of such company’s property that is
of the same character as Property Additions under the Company Mortgage, an existing mortgage
constituting a first lien on operating properties of such other company may be designated by the
Company as a Class “A” Mortgage. Any bonds thereafter issued pursuant to such additional
mortgage would be Class “A” Bonds and could provide the basis for the issuance of Company
Mortgage Bonds (as defined below) under the Company Mortgage.
The Company will receive a credit against its obligations to make any payment of
principal of or premium, if any, or interest on the First Mortgage Bonds and such obligations will
be deemed fully or partially, as the case may be, satisfied and discharged, in an amount equal to
the amount, if any, paid by the Company under the Loan Agreement, or otherwise satisfied or
discharged, in respect of the principal of or premium, if any, or interest on the Company
Mortgage Bonds. The obligations of the Company to make such payments with respect to the
First Mortgage Bonds will be deemed to have been reduced by the amount of such credit.
Pursuant to the provisions of the Indenture, the Loan Agreement and the Pledge
Agreement, the First Mortgage Bonds will be registered in the name of and held by the Trustee
for the benefit of the Owners and will not be transferable except to a successor trustee under the
Indenture. At the time any Bonds cease to be outstanding under the Indenture, the Trustee will
surrender to the Company Mortgage Trustee an equal aggregate principal amount of First
Mortgage Bonds.
SECURITY AND PRIORITY
The First Mortgage Bonds and any other first mortgage bonds now or hereafter
outstanding under the Company Mortgage (“Company Mortgage Bonds”) are or will be, as the
case may be, secured by a first mortgage Lien on certain utility property owned from time to
time by the Company and by Class “A” Bonds, if any, held by the Company Mortgage Trustee,
if any. All Company Mortgage Bonds, including the First Mortgage Bonds, issued and
outstanding under the Company Mortgage are equally and ratably secured.
The Lien of the Company Mortgage is subject to Excepted Encumbrances, including tax
and construction liens, purchase money liens and certain other exceptions.
There are excepted from the Lien of the Company Mortgage all cash and securities
(except those specifically deposited); equipment, materials or supplies held for sale or other
disposition; any fuel and similar consumable materials and supplies; automobiles, other vehicles,
aircraft and vessels; timber, minerals, mineral rights and royalties; receivables, contracts, leases
and operating agreements; electric energy, gas, water, steam, ice and other products for sale,
distribution or other use; natural gas wells; gas transportation lines or other property used in the
sale of natural gas to customers or to a natural gas distribution or pipeline company, up to the
point of connection with any distribution system; the Company’s interest in the Wyodak Facility;
and all properties that have been released from the discharged Mortgages and Deeds of Trust, as
supplemented, of Pacific Power & Light Company and Utah Power & Light Company and that
PacifiCorp, a Maine corporation, or Utah Power & Light Company, a Utah corporation,
contracted to dispose of, but title to which had not passed at the date of the Company Mortgage.
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The Company has reserved the right, without any consent or other action by holders of Bonds of
the Eighth Series or any subsequently created series of Company Mortgage Bonds (including the
First Mortgage Bonds), to amend the Company Mortgage in order to except from the Lien of the
Company Mortgage allowances allocated to steam-electric generating plants owned by the
Company, or in which the Company has interests, pursuant to Title IV of the Clean Air Act
Amendments of 1990, as now in effect or as hereafter supplemented or amended.
The Company Mortgage contains provisions subjecting after-acquired property to the
Lien thereof. These provisions may be limited, at the option of the Company, in the case of
consolidation or merger (whether or not the Company is the surviving corporation), conveyance
or transfer of all or substantially all of the utility property of another electric utility company to
the Company or sale of substantially all of the Company’s assets. In addition, after-acquired
property may be subject to a Class “A” Mortgage, purchase money mortgages and other liens or
defects in title.
The Company Mortgage provides that the Company Mortgage Trustee shall have a lien
upon the mortgaged property, prior to the holders of Company Mortgage Bonds, for the payment
of its reasonable compensation and expenses and for indemnity against certain liabilities.
RELEASE AND SUBSTITUTION OF PROPERTY
Property subject to the Lien of the Company Mortgage may be released upon the basis of:
(1) the release of such property from the Lien of a Class “A” Mortgage;
(2) the deposit of cash or, to a limited extent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien bonds
outstanding against Property Additions; and/or
(4) waiver of the right to issue Company Mortgage Bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property that
does not constitute Funded Property may be released without funding other property. Similar
provisions are in effect as to cash proceeds of such property. The Company Mortgage contains
special provisions with respect to certain prior lien bonds deposited and disposition of moneys
received on deposited prior lien bonds.
ISSUANCE OF ADDITIONAL COMPANY MORTGAGE BONDS
The maximum principal amount of Company Mortgage Bonds that may be issued under
the Company Mortgage is not limited. Company Mortgage Bonds of any series may be issued
from time to time on the basis of:
(1) 70% of qualified Property Additions after adjustments to offset
retirements;
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(2) Class “A” Bonds (which need not bear interest) delivered to the Company
Mortgage Trustee;
(3) retirement of Company Mortgage Bonds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of Company
Mortgage Bonds is subject to Adjusted Net Earnings of the Company for 12 consecutive months
out of the preceding 15 months, before income taxes, being at least twice the Annual Interest
Requirements on all Company Mortgage Bonds at the time outstanding, including the additional
Company Mortgage Bonds that are to be issued, all outstanding Class “A” Bonds held other than
by the Company Mortgage Trustee or by the Company, and all other indebtedness secured by a
lien prior to the Lien of the Company Mortgage. In general, interest on variable interest bonds, if
any, is calculated using the rate then in effect.
Property Additions generally include electric, gas, steam and/or hot water utility property
but not fuel, securities, automobiles, other vehicles or aircraft, or property used principally for
the production or gathering of natural gas.
The issuance of Company Mortgage Bonds on the basis of Property Additions subject to
prior liens is restricted. Company Mortgage Bonds may, however, be issued against the deposit
of Class “A” Bonds.
CERTAIN COVENANTS
The Company Mortgage contains a number of covenants by the Company for the benefit
of holders of the Company Mortgage Bonds, including provisions requiring the Company to
maintain the Company Mortgaged and Pledged Property as an operating system or systems
capable of engaging in all or any of the generating, transmission, distribution or other utility
businesses described in the Company Mortgage.
DIVIDEND RESTRICTIONS
The Company Mortgage provides that the Company may not declare or pay dividends
(other than dividends payable solely in shares of common stock) on any shares of common stock
if, after giving effect to such declaration or payment, the Company would not be able to pay its
debts as they become due in the usual course of business. Reference is made to the notes to the
audited consolidated financial statements included in the Company’s Annual Report on
Form 10-K incorporated by reference herein for information relating to other restrictions.
FOREIGN CURRENCY DENOMINATED COMPANY MORTGAGE BONDS
The Company Mortgage authorizes the issuance of Company Mortgage Bonds
denominated in foreign currencies, provided, however, that the Company deposit with the
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Company Mortgage Trustee a currency exchange agreement with an entity having, at the time of
such deposit, a financial rating at least as high as that of the Company that, in the opinion of an
independent expert, gives the Company at least as much protection against currency exchange
fluctuation as is usually obtained by similarly situated borrowers. The Company believes that
such a currency exchange agreement will provide effective protection against currency exchange
fluctuations. However, if the other party to the exchange agreement defaults and the foreign
currency is valued higher at the date of maturity than at the date of issuance of the relevant
Company Mortgage Bonds, holders of such Company Mortgage Bonds would have a claim on
the assets of the Company which is greater than that to which holders of dollar-denominated
Company Mortgage Bonds issued at the same time would be entitled.
THE COMPANY MORTGAGE TRUSTEE
Affiliates of The Bank of New York Mellon Trust Company, N.A., may act as lenders
and as administrative agents under loan agreements with the Company and affiliates of the
Company. The Bank of New York Mellon Trust Company, N.A., serves as trustee under
indentures and other agreements involving the Company and its affiliates. The Bank of New
York Mellon Trust Company, N.A., is the Company Mortgage Trustee.
MODIFICATION
The rights of holders of the Company Mortgage Bonds may be modified with the consent
of holders of 60% of the Company Mortgage Bonds, or, if less than all series of Company
Mortgage Bonds are adversely affected, the consent of the holders of 60% of the series of
Company Mortgage Bonds adversely affected. In general, no modification of the terms of
payment of principal, premium, if any, or interest and no modification affecting the Lien or
reducing the percentage required for modification is effective against any holder of the Company
Mortgage Bonds without the consent of such holder.
Unless there is a Default under the Company Mortgage, the Company Mortgage Trustee
generally is required to vote Class “A” Bonds held by it, if any, with respect to any amendment
of the applicable Class “A” Company Mortgage proportionately with the vote of the holders of
all Class ”A” Bonds then actually voting.
DEFAULTS AND NOTICES THEREOF
Each of the following will constitute a “Default” under the Company Mortgage with
respect to the First Mortgage Bonds:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund
required to be applied to the purchase or redemption of any Company Mortgage Bonds;
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(3) default in payment of principal or interest with respect to certain prior lien
bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice;
(6) the existence of any default under a Class “A” Company Mortgage which
permits the declaration of the principal of all of the bonds secured by such Class “A”
Company Mortgage and the interest accrued thereupon due and payable; or
(7) an “Event of Default” as described in clauses (a), (b) or (c) under the
caption “THE INDENTURE—Defaults” above.
An effective default under any Class “A” Mortgage or under the Company Mortgage will
result in an effective default under all such mortgages. The Company Mortgage Trustee may
withhold notice of default (except in payment of principal, interest or funds for retirement of
Company Mortgage Bonds) if it determines that it is not detrimental to the interests of the
holders of the Company Mortgage Bonds.
The Company Mortgage Trustee or the holders of 25% of the Company Mortgage Bonds
may declare the principal and interest due and payable on Default, but a majority may annul such
declaration if such Default has been cured. No holder of Company Mortgage Bonds may enforce
the Lien of the Company Mortgage without giving the Company Mortgage Trustee written
notice of a Default and unless the holders of 25% of the Company Mortgage Bonds have
requested the Company Mortgage Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby and
the Company Mortgage Trustee shall have failed to act. The holders of a majority of the
Company Mortgage Bonds may direct the time, method and place of conducting any proceedings
for any remedy available to the Company Mortgage Trustee or exercising any trust or power
conferred on the Company Mortgage Trustee. The Company Mortgage Trustee is not required to
risk its funds or incur personal liability if there is reasonable ground for believing that repayment
is not reasonably assured.
The Company must give the Company Mortgage Trustee an annual statement as to
whether or not the Company has fulfilled its obligations under the Company Mortgage
throughout the preceding calendar year.
VOTING OF THE FIRST MORTGAGE BONDS
So long as no Event of Default under the Indenture has occurred and is continuing, the
Trustee, as holder of the First Mortgage Bonds, shall vote or consent proportionately with what
officials of or inspectors of votes at any meeting of bondholders under the Company Mortgage,
or the Company Mortgage Trustee in the case of consents without such a meeting, reasonably
believe will be the vote or consent of the holders of all other outstanding Company Mortgage
Bonds; provided, however, that the Trustee shall not vote in favor of, or consent to, any
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modification of the Company Mortgage which, if it were a modification of the Indenture, would
require approval of the Owners of Bonds.
DEFEASANCE
Under the terms of the Company Mortgage, the Company will be discharged from any
and all obligations under the Company Mortgage in respect of the Company Mortgage Bonds of
any series if the Company deposits with the Company Mortgage Trustee, in trust, moneys or
Government Obligations, in an amount sufficient to pay all the principal of, premium (if any)
and interest on, the Company Mortgage Bonds of such series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Company Mortgage Trustee
need not accept such deposit unless it is accompanied by an Opinion of Counsel to the effect that
(a) the Company has received from, or there has been published by, the Internal Revenue Service
a ruling or (b) since the date of the Company Mortgage, there has been a change in applicable
federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the holders of such Company Mortgage Bonds or the right of
payment of interest thereon (as the case may be) will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, and/or ensuing discharge and will be
subject to federal income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit, and/or discharge had not occurred.
Upon such deposit, the obligation of the Company to pay the principal of (and premium,
if any) and interest on such series of Company Mortgage Bonds shall cease, terminate and be
completely discharged.
In the event of any such defeasance and discharge of Company Mortgage Bonds of such
series, holders of Company Mortgage Bonds of such series would be able to look only to such
trust fund for payment of principal of (and premium, if any) and interest, if any, on the Company
Mortgage Bonds of such series.
REMARKETING
The Remarketing Agent has agreed with the Company, subject to the terms and
provisions of the Remarketing Agreement, to be dated May 28, 2010, between the Company and
the Remarketing Agent, that the Remarketing Agent will use its best efforts, as remarketing
agent, to solicit purchases from potential investors of the Bonds. The Company shall pay the
Remarketing Agent, as compensation for its services as remarketing agent, a fee of $112,500.
Pursuant to such Remarketing Agreement, the Company has agreed to indemnify the
Remarketing Agent against certain liabilities and expenses, including liabilities arising under
federal and state securities laws, and to pay for certain expenses in connection with the reoffering
of the Bonds.
In the ordinary course of business, the Remarketing Agent and its affiliates have provided
investment banking services or bank financing to the Company, its subsidiaries or affiliates in
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the past for which they have received customary compensation and expense reimbursement, and
may do so again in the future.
CERTAIN RELATIONSHIPS
Wells Fargo Bank, National Association is serving as both Remarketing Agent and Letter
of Credit Provider for the Bonds.
TAX EXEMPTION
In connection with the original issuance and delivery of the Bonds, Chapman and Cutler,
as Bond Counsel to the Company, rendered an opinion with respect to the Bonds that subject to
compliance by the Company and the Issuer with certain covenants referenced in the opinion,
under then existing law, interest on the Bonds would not be includible in the gross income of the
Owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the Project or any
person considered to be related to such person (within the meaning of Section 103(b)(13) of the
1954 Code) and such interest is not treated as an item of tax preference in computing the federal
alternative minimum tax for individuals and corporations. Such interest is taken into account,
however, in computing an adjustment used in determining the federal alternative minimum tax
for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Wyoming, Wyoming imposed no income taxes that would be applicable to interest on the Bonds.
A copy of the opinion letter provided by Bond Counsel in connection with the original
issuance and delivery of the Bonds is set forth in APPENDIX C, but inclusion of such copy of the
opinion letter is not to be construed as a reaffirmation of the opinion contained therein. The
opinion letter speak only as of its date.
Chapman and Cutler LLP will also deliver an opinion in connection with execution and
delivery of the Fourth Supplemental Indenture and the Second Supplemental Loan Agreement
relating to the Bonds and the delivery of the Letter of Credit to the effect that (a) such Fourth
Supplemental Indenture (i) is authorized or permitted by the Trust Indenture relating thereto and
the Act and complies with their respective terms, (ii) upon the execution and delivery thereof,
will be valid and binding upon the Issuer in accordance with its terms and (iii) will not adversely
affect the Tax-Exempt status of the Bonds, (b) such Second Supplemental Loan Agreement (i) is
authorized or permitted by the Original Loan Agreement or Trust Indenture relating thereto and
the Act and complies with their respective terms, (ii) will be valid and binding upon the Issuer in
accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of the Bonds
and (c) the delivery of the Letter of Credit complies with the terms of the Loan Agreement and
will not adversely affect the Tax-Exempt status of the Bonds. Except (A) the adjustment of the
interest rate on the Bonds on the date hereof and the adjustment of the interest rate described in
our opinions dated (I) December 17, 1999 and January 19, 2000 and (II) May 2, 2003 and June 3,
2003, (B) the execution and delivery of the First Supplemental Trust Indenture, dated as of
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January 1, 2000, (C) the execution and delivery of the Second Supplemental Trust Indenture,
dated as of March 2, 2003 (D) the execution and delivery of the Third Supplemental Trust
Indenture and the Second Supplemental Loan Agreement, each dated as of June 1, 2003, and
(E) as necessary to render the foregoing opinion, Chapman and Cutler has not reviewed any
factual or legal maters relating to the prior opinion of Bond Counsel or the Bonds subsequent to
their date of issuance. The proposed form of such opinion is set forth in APPENDIX D.
CONTINUING DISCLOSURE
In connection with the remarketing of the Bonds and five other series of pollution control
revenue refunding bonds, the proceeds of which were loaned to the Company by the issuers
thereof (collectively, the “Related Bonds”), on June 2, 2003, the Company executed and
delivered the Continuing Disclosure Agreement, a copy of which is attached hereto as APPENDIX
F, for the benefit of the holders and beneficial owners of the Related Bonds as was then required
by Section (b)(5)(i) of the Securities and Exchange Commission Rule 15c2-12 under the
Securities and Exchange Act of 19334, as amended (the “Rule”). While not obligated to do so
while the Bonds bear interest in the Weekly Interest Rate Period, the Company determined not to
terminate its obligations with respect to the Bonds under the Continuing Disclosure Agreement.
The Continuing Disclosure Agreement has not been amended since its execution and will not be
amended in connection with the remarketing of the Bonds.
A failure by the Company to comply with the Continuing Disclosure Agreement will not
constitute a default under the Indenture and beneficial owners of the Bonds are limited to the
remedies described in the Continuing Disclosure Agreement. A failure by the Company to
comply with the Continuing Disclosure Agreement must be reported in accordance with the Rule
and must be considered by any broker, dealer or municipal securities dealer before
recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a
failure may adversely affect the transferability and liquidity of the Bonds and their market price.
See “CONTINUING DISCLOSURE AGREEMENT” attached hereto as APPENDIX F for the information
to be provided, the events which will be noticed on an occurrence basis and the other terms of
the Continuing Disclosure Agreement, including termination, amendment and remedies.
The Company is in compliance with each and every undertaking previously entered into
by it pursuant to the Rule.
CERTAIN LEGAL MATTERS
Certain legal matters in connection with the remarketing will be passed upon by
Chapman and Cutler LLP, as Bond Counsel to the Company. Certain legal matters will be
passed upon for the Company by Paul J. Leighton, Esq., as counsel for the Company. Certain
legal matters will be passed upon for the Remarketing Agent by King & Spalding LLP. The
validity of the Letter of Credit will be passed upon for the Bank by in-house counsel to the Bank.
- 51 -
MISCELLANEOUS
The attached Appendices (including the documents incorporated by reference therein) are
an integral part of this Reoffering Circular and must be read together with all of the balance of
this Reoffering Circular.
The Issuer has not assumed nor will assume any responsibility for the accuracy or
completeness of any information contained herein or in the Appendices hereto, all of which was
furnished by others.

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APPENDIX A
PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.7 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 78 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,483 megawatts (“MW”). PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 15,900 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with public and private
utilities, energy marketing companies and incorporated municipalities as a result of excess
electricity generation or other system balancing activities. PacifiCorp is subject to
comprehensive state and federal regulation. PacifiCorp’s subsidiaries support its electric utility
operations by providing coal mining services and environmental remediation services.
PacifiCorp is an indirect subsidiary of MidAmerican Energy Holdings Company (“MEHC”), a
holding company based in Des Moines, Iowa, that owns subsidiaries principally engaged in
energy businesses. MEHC is a consolidated subsidiary of Berkshire Hathaway Inc. (“Berkshire
Hathaway”). MEHC controls substantially all of PacifiCorp’s voting securities, which include
both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions in the jurisdictions in which the Company’s facilities operate; changes in
federal, state and local governmental, legislative or regulatory requirements, including those
pertaining to income taxes, affecting the Company or the electric utility industry; changes in, and
compliance with, environmental laws, regulations, decisions and policies that could, among other
items, increase operating and capital costs, reduce plant output or delay plant construction; the
outcome of general rate cases and other proceedings conducted by regulatory commissions or
other governmental and legal bodies; changes in economic, industry or weather conditions, as
well as demographic trends, that could affect customer growth and usage or supply of electricity
or the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load and prices that could impact the hedging strategy and costs to
balance electricity and load supply; hydroelectric conditions, as well as the cost, feasibility and
eventual outcome of hydroelectric relicensing proceedings, that could have a significant impact
on electric capacity and cost and the Company’s ability to generate electricity; changes in prices,
availability and demand for both purchases and sales of wholesale electricity, coal, natural gas,
other fuel sources and fuel transportation that could have a significant impact on generation
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capacity and energy costs; the financial condition and creditworthiness of the Company’s
significant customers and suppliers; changes in business strategy or development plans;
availability, terms and deployment of capital, including reductions in demand for investment-
grade commercial paper, debt securities and other sources of debt financing and volatility in the
London Interbank Offered Rate, the base interest rate for the Company’s credit facilities;
changes in the Company’s credit ratings; performance of the Company’s generating facilities,
including unscheduled outages or repairs; the impact of derivative contracts used to mitigate or
manage volume, price and interest rate risk, including increased collateral requirements, and
changes in the commodity prices, interest rates and other conditions that affect the fair value of
derivative contracts; increases in employee healthcare costs; the impact of investment
performance and changes in interest rates, legislation, healthcare cost trends, mortality and
morbidity on pension and other postretirement benefits expense and funding requirements;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting pronouncements or changes
in current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including litigation, wars, the effects of terrorism, embargoes and other
catastrophic events; and other business or investment considerations that may be disclosed from
time to time in the Company’s filings with the United States Securities and Exchange
Commission (the “Commission”) or in other publicly disseminated written documents. See the
Incorporated Documents under “Incorporation of Certain Documents by Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Suite 2000, Portland, Oregon 97232; the telephone number is [phone].
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information (including proxy and
information statements) filed by the Company may be inspected and copied at public reference
rooms maintained by the Commission in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information on the public
reference rooms. The Company’s filings with the Commission are also available to the public at
the website maintained by the Commission at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
2. Quarterly Report on Form 10-Q for the three months ended March 31, 2010.
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3. Current Report on Form 8-K, dated January 20, 2010.
4. Current Report on Form 8-K, dated March 30, 2010.
5. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Quarterly Report on Form 10-Q for the three months ended
March 31, 2010 and before the termination of the reoffering made by this Reoffering Circular
(the “Reoffering Circular”) shall be deemed to be incorporated by reference in this Reoffering
Circular and to be a part hereof from the date of filing such documents (such documents and the
documents enumerated above, being hereinafter referred to as the “Incorporated Documents”),
provided, however, that the documents enumerated above and the documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year
during which the reoffering made by this Reoffering Circular is in effect before the filing of the
Company’s Annual Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference in this Reoffering Circular or be a part hereof from
and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Reoffering Circular or delivered
herewith. The Company hereby undertakes to provide without charge to each person to whom a
copy of this Reoffering Circular has been delivered, on the written or oral request of any such
person, a copy of any or all of the Incorporated Documents, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference therein. Requests for
such copies should be directed to PacifiCorp, 825 N.E. Multnomah, Suite 2000, Portland,
Oregon 97232, telephone number [phone]. The information relating to the Company
contained in this Reoffering Circular does not purport to be comprehensive and should be read
together with the information contained in the Incorporated Documents.
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APPENDIX B
INFORMATION REGARDING THE BANK
The information under this heading has been provided solely by the Bank and is believed
to be reliable. This information has not been verified independently by the Company or any of
the Remarketing Agent. Neither the Company nor any of the Remarketing Agent make any
representation whatsoever as to the accuracy, adequacy or completeness of such information.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Wells Fargo Bank, National Association (the “Bank”) is a national banking association
organized under the laws of the United States of America with its main office at 101 North
Phillips Avenue, Sioux Falls, South Dakota 57104, and engages in retail, commercial and
corporate banking, real estate lending and trust and investment services. The Bank is an indirect,
wholly owned subsidiary of Wells Fargo & Company, a diversified financial services company,
a financial holding company and a bank holding company registered under the Bank Holding
Company Act of 1956, as amended, with its principal executive offices located in San Francisco,
California (“Wells Fargo”).
Effective at 11:59 p.m. on December 31, 2008, Wells Fargo acquired Wachovia
Corporation and its subsidiaries in a stock-for-stock merger transaction. Information about this
merger has been included in filings made by Wells Fargo with the Securities and Exchange
Commission (“SEC”). Copies of these filings are available free of charge on the SEC’s website
at www.sec.gov or by writing to Wells Fargo’s Corporate Secretary at the address given below.
Each quarter, the Bank files with the FDIC financial reports entitled “Consolidated
Reports of Condition and Income for Insured Commercial Banks with Domestic and Foreign
Offices,” commonly referred to as the “Call Reports.” The Bank’s Call Reports are prepared in
accordance with regulatory accounting principles, which may differ from generally accepted
accounting principles. The publicly available portions of the Call Reports contain the most
recently filed quarterly reports of the Bank, which include the Bank’s total consolidated assets,
total domestic and foreign deposits, and total equity capital. These Call Reports, as well as the
Call Reports filed by the Bank with the FDIC after the date of this Offering Memorandum, may
be obtained from the FDIC, Disclosure Group, Room F518, 550 17th Street, N.W., Washington,
D.C. 20429 at prescribed rates, or from the FDIC on its Internet site at www.fdic.gov, or by
writing to the Wells Fargo Corporate Secretary’s Office, Wells Fargo Center, Sixth and
Marquette, MAC N9305-173, Minneapolis, MN 55479.
The Letter of Credit will be solely an obligation of the Bank and will not be an
obligation of, or otherwise guaranteed by, Wells Fargo, and no assets of Wells Fargo or any
affiliate of the Bank or Wells Fargo will be pledged to the payment thereof. Payment of the
Letter of Credit will not be insured by the FDIC.
The information contained in this section, including financial information, relates to and
has been obtained from the Bank, and is furnished solely to provide limited introductory
B-2
information regarding the Bank and does not purport to be comprehensive. Any financial
information provided in this section is qualified in its entirety by the detailed information
appearing in the Call Reports referenced above. The delivery hereof shall not create any
implication that there has been no change in the affairs of the Bank since the date hereof.
APPENDIX C

APPROVING OPINION OF BOND COUNSEL

Law Offices of
CHAPMAN AND CUTLER
50 South Main Street, Salt Lake City, Utah 84144-0402
Telephone [phone]
Facsimile [phone]
chapman.com

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Theodore S. Chapman
1877-1943
Henry E. Cutler
1879-1959
Chicago

111 West Monroe Street
Chicago, Illinois 60603
[phone]
January 17, 1991
Re: $45,000,000 Pollution Control Revenue Refunding Bonds (PacifiCorp
Project) Series 1991 of Lincoln County, Wyoming
We hereby certify that we have examined certified copy of the proceedings of record of
the Board of County Commissioners of Lincoln County, Wyoming (the “Issuer”), a political
subdivision of the State of Wyoming, preliminary to the issuance by the Issuer of its Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991, in the aggregate principal
amount of $45,000,000 (the “Bonds”). The Bonds are being issued pursuant to the provisions of
Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes (1977), as amended and
supplemented (the “Act”), for the purpose of refunding the Issuer’s $45,000,000 Pollution
Control Revenue Bonds, 11-1/8% Series due April 1, 2011 (Utah Power & Light Company
Project) (the “Refunded, Bonds”). The Refunded Bonds were issued for the purpose of
financing a portion of the cost of air pollution control facilities (the “Project”) at the Naughton
generating plant (the “Station”) in Lincoln County, Wyoming, for use by Utah Power & Light
Company, a Utah corporation which, subsequent to the issuance of the Refunded Bonds, merged
with PacifiCorp, an Oregon corporation (the “Company”). The proceeds of the Bonds, together
with other moneys provided by the Company, have been deposited with the trustee for the
Refunded Bonds to provide for the payment of the Refunded Bonds.
The Bonds mature on January 1, 2016, bear interest from time to time computed as set
forth in each of the Bonds and are subject to redemption prior to maturity at the times, in the
manner and upon the terms set forth in each of the Bonds. The Bonds are issuable in Authorized
Denominations as provided in the hereinafter-defined Indenture, only as fully-registered Bonds
without coupons.
From such examination of the proceedings of the Board of County Commissioners of the
Issuer referred to above and from an examination of the Act, we are of the opinion that such
proceedings show lawful authority for said issue of Bonds under the laws of the State of
Wyoming now in force.
Law Offices of
CHAPMAN AND CUTLER

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Pursuant to a Loan Agreement, dated as of January 1, 1991 (the “Loan Agreement”), by
and between the Company and the Issuer, the Issuer has agreed to loan the Proceeds from the
sale of the Bonds to the Company for the purpose of refunding the Refunded Bonds, and the
Company has agreed to pay amounts at least sufficient to pay the Principal of, premium, if any,
and interest on the Bonds when due, whether at stated maturity, call for redemption or
acceleration. The Loan Agreement (an executed counterpart of which has been examined by us)
has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming
the due authorization, execution and delivery by the Company, is a valid and binding obligation
of the Issuer, enforceable in accordance with its terms, subject to the qualification that the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other similar
laws relating to the enforcement of creditors’ rights generally or usual equity principles in the
event equitable remedies should be sought.
We have also examined an executed counterpart of the Trust Indenture, dated as of
January 1, 1991 (the “Indenture”), by and between the Issuer and The First National Bank of
Chicago, as Trustee (the “Trustee”), securing the Bonds and setting forth the covenants and
undertakings of the Issuer in connection with the Bonds and making provision under certain
conditions for the remarketing of the Bonds by a Remarketing Agent (the “Remarketing Agent”),
for the fixing of Floating Interest Rates (as defined in the Indenture) to be borne by the Bonds,
which Floating Interest Rates may be a Daily Interest Rate, a Weekly Interest Rate, a Monthly
Interest Rate or Flexible Rates (each as defined in the Indenture), and for the conversion of the
interest rate borne by the Bonds to a different Floating Interest Rate or to a Term Interest Rate
under certain conditions. The Indenture provides that the Bonds bear interest at Flexible Rates
until conversion to a different Floating Interest Rate or to a Term Interest Rate. Under the
Indenture, the revenues derived by the Issuer under the Loan Agreement, together with certain of
the rights of the Issuer thereunder, are pledged and assigned to the Trustee as security for the
Bonds. From such examination, we are of the opinion that the proceedings of the Board of
County Commissioners of the Issuer referred to above show lawful authority for the execution
and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer,
enforceable in accordance with its terms, subject to the qualification that the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the
enforcement of creditors’ rights generally or usual equity principles in the event equitable
remedies should be sought, that the Bonds have been validly issued under the Indenture, and that
all requirements under the Indenture precedent to delivery of the Bonds have been satisfied.
In connection with the Company’s obligation to make payments to the Issuer under the
Loan Agreement, the Company has caused to be delivered to the Trustee an irrevocable Letter of
Credit (the “Letter of Credit”) of Union Bank of Switzerland, Los Angeles Branch (the “Bank”),
under which the Trustee is permitted under certain conditions to draw up to (a) an amount equal
to the principal of the outstanding Bonds (i) to pay the principal of the Bonds when due upon
redemption or acceleration or (ii) to enable the Trustee to pay the purchase price or portion of the
purchase price equal to the principal amount of Bonds delivered to the Trustee for purchase and
not remarketed, plus (b) an amount equal to 294 days’ accrued interest on the outstanding Bonds
(i) to pay interest on the Bonds or (ii) to enable the Trustee to pay the portion of the purchase
price of the Bonds delivered to the Trustee equal to the accrued interest, if any, on such Bonds.
Law Offices of
CHAPMAN AND CUTLER

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Delivery of the Letter of Credit, however, does not release the Company from its payment
obligation under the Loan Agreement. The stated expiration date of the Letter of Credit is
January 31, 1994, subject to the provisions of the Letter of Credit.
We further certify that we have examined the form of bond prescribed in the Indenture
and find the same in due form of law and in our opinion the Bonds, to the amount named, are
valid and legally binding upon the Issuer according to the import thereof and, as provided in the
Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the
Company under the Loan Agreement, except to the extent paid from moneys drawn by the
Trustee under the Letter of Credit.
Subject to the condition that the Company and the Issuer comply with certain covenants
made to satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the
“1954 Code”), and the Internal Revenue Code of 1986, we are of the opinion that under present
law interest on the Bonds is not includible in gross income of the owners thereof for federal
income tax purposes, except for interest on any Bond for any period during which such Bond is
owned by a person who is a substantial user of the Project or any person considered to be related
to such person (within the meaning of Section 103(b)(13) of the 1954 Code), and the interest on
the Bonds will not be treated as an item of tax preference in computing the alternative minimum
tax for individuals and corporations (because the Refunded Bonds were issued prior to August 8,
1986). Interest on the Bonds will be taken into account, however, in computing an adjustment
used in determining the alternative minimum tax for certain corporations. Failure to comply
with certain of such Issuer and Company covenants could cause the interest on the Bonds to be
included in gross income retroactive to the date of issuance of the Bonds. Ownership of the
Bonds may result in other federal tax consequences to certain taxpayers; we express no opinion
regarding any such collateral consequences arising with respect to the Bonds. In rendering this
opinion, we have relied upon a certificate of even date herewith of the Company relating to the
Station, the Project and the application of the proceeds of the Refunded Bonds and the proceeds
of the Bonds with respect to certain material facts solely within the knowledge of the Company.
In our opinion, under present Wyoming law, the State of Wyoming imposes no income
taxes which would be applicable to interest on the Bonds.
We are not passing upon the Letter of Credit or action taken by the Bank in connection
therewith. Opinions of counsel to the Bank of even date herewith have been delivered with
respect to the validity of the Letter of Credit.
Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of
even date herewith concerning the obligations of the Company under the Loan Agreement. In
rendering this opinion, we have relied upon said opinion with respect to, among other things: (i)
the due organization of the Company, (ii) the good standing or existence of the Company in the
States of Wyoming and Oregon, (iii) the approval of the execution and delivery by the Company
of the Loan Agreement by all necessary regulatory authorities exercising jurisdiction over the
Company, (iv) the corporate power of the Company to enter into, and the due execution by the
Law Offices of
CHAPMAN AND CUTLER

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Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the
Company.
Dennis L. Sanderson, counsel to the Issuer, has delivered an opinion of even date
herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and
the Indenture.
The opinions described above are in form satisfactory to us, both in scope and content.
We express no opinion as to the title to, the description of, or the existence of any liens,
charges or encumbrances on the Project or the Station.
CHAPMAN AND CUTLER
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APPENDIX D

PROPOSED FORM OPINION OF BOND COUNSEL

[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon, PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Lincoln County, Wyoming Wells Fargo Bank, National Association
925 Sage, Suite 302 301 South College Street, 7th Floor
Kemmerer, Wyoming 83101 Charlotte, North Carolina 28202
Re: $45,000,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain Trust Indenture, dated as of January 1, 1991, as amended and restated as of June 1,
2003 (the “Original Indenture”), between Lincoln County, Wyoming (the “Issuer”) and The
Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), (b)
Section 4.03(a) of that certain Loan Agreement, dated as of January 1, 1991, as amended and
restated as of June 1, 2003 (the “Original Loan Agreement”), between the Issuer and PacifiCorp
(the “Company”) and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated May
__, 2010, between the Company and Wells Fargo Bank, National Association, as remarketing
agent. Prior to the date hereof, payment of principal and purchase price of and interest on the
Bonds was secured only by certain first mortgage bonds of the Company. In connection with the
adjustment to a weekly interest rate period on the date hereof, the Company desires to deliver a
Letter of Credit (the “Letter of Credit”) to be issued by Wells Fargo Bank, National Association
(the “Bank”), for the benefit of the Trustee. In order to provide for the delivery of the Letter of
Credit and to make certain other permitted changes in connection therewith to the Original
Indenture and the Original Loan Agreement, (a) the Company, pursuant to Section 12.02 of the
Original Indenture, has requested the Issuer and the Trustee to enter into the Fourth
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Supplemental Trust Indenture, dated as of June 1, 2010 (the “Fourth Supplemental Indenture”),
in order to amend and restate the Original Indenture and (b) the Company and the Issuer,
pursuant to Section 12.06 of the Original Indenture and Section 9.04 of the Original Loan
Agreement, have determined to enter into the Second Supplemental Loan Agreement, dated as of
June 1, 2010 (the “Second Supplemental Loan Agreement”), to amend and restate the Original
Loan Agreement. It has been represented to us that the Owners of all of the Bonds have
consented to the execution and delivery of the Fourth Supplemental Indenture and the Second
Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Original Indenture and related
documents, and upon representations, including regarding the consent of the Owners, made to us
without undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The form of the restated bond prescribed in the Fourth Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2. The Fourth Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3. The modification, alteration, amendment and supplement of the Original
Loan Agreement by the Second Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4. The Fourth Supplemental Indenture and the Second Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5. The delivery of the Letter of Credit complies with the terms of the
Original Loan Agreement.
6. The (a) execution and delivery of the Fourth Supplemental Indenture and
the Second Supplemental Loan Agreement and (b) the delivery of the Letter of Credit
will not adversely affect the Tax-Exempt status of the Bonds.
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At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate (as
defined in the Original Indenture) and other documents relating to the Bonds, or to review any
other events that may have occurred since we rendered such approving opinion other than with
respect to the Company in connection (a) the adjustment of the interest rate on the Bonds on the
date hereof and the adjustment of the interest rate described in our opinions dated (i) December
17, 1999 and January 19, 2000 and (ii) May 2, 2003 and June 3, 2003, (b) the execution and
delivery of the First Supplemental Trust Indenture, dated as of January 1, 2000, (c) the execution
and delivery of the Second Supplemental Trust Indenture, dated as of March 2, 2003 (d) the
execution and delivery of the Third Supplemental Trust Indenture and the Second Supplemental
Loan Agreement, each dated as of June 1, 2003, and (e) the execution and delivery of the Fourth
Supplemental Indenture and the Second Supplemental Loan Agreement and the delivery of the
Letter of Credit described herein. Accordingly, we do not express any opinion with respect to
the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

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APPENDIX E
FORM OF LETTER OF CREDIT

IRREVOCABLE LETTER OF CREDIT
June 1, 2010
Letter of Credit No. NZS660885
The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602

Attention: Global Corporate Trust

Ladies and Gentlemen:
We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds
(as defined below) under the Indenture described below, at the request and for the account of
PacifiCorp, an Oregon corporation, our irrevocable letter of credit in the amount of U.S.
$45,710,137 (Forty-Five Million Seven Hundred Ten Thousand One Hundred Thirty Seven
Dollars) in connection with the Bonds available with ourselves by sight payment against
presentation of one or more signed and dated demands addressed by you to Wells Fargo Bank,
National Association, Letter of Credit Operations Office, San Francisco, California, each in the
form of Annex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drawing"), or
Annex D (a "D Drawing") hereto, with all instructions in brackets therein being complied with.
Each such demand must be presented to us (1) in its signed and dated original form at the
Presentation Office (as hereinafter defined), or (2) by facsimile transmission of such signed and
dated original form to our facsimile number specified after our signature on this Letter of Credit.
Each such presentation must be made at or before 5:00 p.m. San Francisco time on a
Business Day (as hereinafter defined) to our Letter of Credit Operations Office in San Francisco,
California, presently located at One Front Street, 21st Floor, San Francisco, California 94111,
(the "Presentation Office").
This Letter of Credit expires at our Letter of Credit Operations Office in San Francisco,
California on June 1, 2011, but shall be automatically extended, without written amendment, to,
and shall expire on, June 1, 2012 unless on or before May 2, 2011 you have received written
notice from us sent by express courier or registered mail to your address above, or by facsimile
transmission to your Fax number [phone], that we elect not to extend this Letter of Credit
beyond the June 1, 2011. (The date on which this Letter of Credit expires pursuant to the
preceding sentence, or if such date is not a Business Day then the first (1st) succeeding Business
Day thereafter, will be hereinafter referred to as the "Expiration Date".) To be effective, the
notice from us described in the first sentence of this paragraph must be received by you on or
before May 2, 2011.
As used herein the term "Business Day" shall mean a day on which our San Francisco
Letter of Credit Operations Office is open for business.

E-2
The amount of any demand presented hereunder will be the amount inserted in numbered
Paragraph 4 of said demand. By honoring any such demand we make no representation as to the
correctness of the amount demanded.
We hereby agree with you that each demand presented hereunder in full compliance with
the terms hereof will be duly honored by our payment to you of the amount of such demand, in
immediately available funds of Wells Fargo Bank, National Association:
(i) not later than 10:00 a.m., San Francisco time, on the Business Day following the
Business Day on which such demand is presented to us as aforesaid if such
presentation is made to us at or before noon, San Francisco time, or
(ii) not later than 10:00 a.m., San Francisco time, on the second Business Day
following the Business Day on which such demand is presented to us as aforesaid,
if such presentation is made to us after noon, San Francisco time.
Notwithstanding the foregoing, any demand presented hereunder, in full compliance with
the terms hereof, for a C Drawing will be duly honored (i) not later than 11:30 a.m., San
Francisco time, on the Business Day on which such demand is presented to us as aforesaid if
such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than
11:00 a.m., San Francisco time, on the Business Day following the Business Day on which such
demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San
Francisco time.
If the remittance instructions included with any demand presented under this Letter of
Credit require that payment is to be made by transfer to an account with us or with another bank,
we and/or such other bank may rely solely on the account number specified in such instructions
even if the account is in the name of a person or entity different from the intended payee.
With respect to any demand that is honored hereunder, the total amount of this Letter of
Credit shall be reduced as follows:
(A) With respect to each A Drawing paid by us, the total amount of this Letter of
Credit shall be reduced by the amount of such A Drawing with respect to all
demands presented to us after the time we receive such A Drawing; provided,
however, that the amount of such A Drawing shall be automatically reinstated on
the eighth (8th) Business Day following the date such A Drawing is honored by
us, unless (i) you shall have received notice from us sent to you at your above
address by express courier or registered mail, or by facsimile transmission to your
Fax number [phone], no later than seven (7) Business Days after such A
Drawing is honored by us that there shall be no such reinstatement, or (ii) such
eighth (8th) Business Day falls after the Expiration Date;
(B) With respect to each B Drawing paid by us, the total amount of this Letter of
Credit shall be reduced with respect to all demands presented to us after the time
we receive such B Drawing by the sum of (1) the amount inserted as principal in
paragraph 5(A) of the B Drawing plus (2) the greater of (a) the amount inserted
as interest in paragraph 5(B) of the B Drawing and (b) interest on the amount

E-3
inserted as principal in paragraph 5(A) of the B Drawing calculated for 48 days at
the rate of twelve percent (12%) per annum based on a year of 365 days (with any
fraction of a cent being rounded upward to the nearest whole cent), and no part of
such sum shall be reinstated;
With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall
be reduced with respect to all demands presented to us after the time we receive such C Drawing
by the sum of (1) the amount inserted as principal in paragraph 5(A) of the C Drawing plus (2)
the greater of (a) the amount inserted as interest in paragraph 5(B) of the C Drawing and (b)
interest on the amount inserted as principal in paragraph 5(A) of the C Drawing calculated for 48
days at the rate of twelve percent (12%) per annum based on a year of 365 days (with any
fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the
Bonds related to such C Drawing are remarketed and the remarketing proceeds are paid to us
prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount
of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount
paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the
same number of days, at the same interest rate, and on the basis of a year of the same number of
days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cent being rounded
upward to the nearest whole cent), with such reinstatement and its amount being promptly
advised to you; provided, however, that in no event will the total amount of all C Drawing
reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this
paragraph (C)Upon presentation to us of a D Drawing in compliance with the terms of this Letter
of Credit, no further demand whatsoever may be presented hereunder.
No more than one A Drawing which we honor shall be presented to us during any
consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for
an amount more than U.S. $710,137.
It is a condition of this Letter of Credit that the amount available for drawing under this
Letter of Credit shall be decreased automatically without amendment upon our receipt of each
reduction authorization in the form of Annex E to this Letter of Credit (with all instructions
therein in brackets being complied with) sent to us (1) in its signed and dated original form at the
Presentation Office, or (2) by facsimile transmission of such signed and dated original form to
our facsimile number specified after our signature on this Letter of Credit, or (3) by authenticated
SWIFT transmission of the completed wording of such Annex E to our SWIFT address specified
after our signature on this Letter of Credit.
This Letter of Credit is subject to, and engages us in accordance with the terms of, the
Uniform Customs and Practice for Documentary Credits (2007 Revision), Publication No. 600 of
the International Chamber of Commerce (the "UCP"); provided, however, that if any provision
of the UCP contradicts a provision of this Letter of Credit such provision of the UCP will not be
applicable to this Letter of Credit, and provided further that Article 32, the second sentence of
Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit.
Furthermore, as provided in the first sentence of Article 36 of the UCP, we assume no liability or
responsibility for consequences arising out of the interruption of our business by Acts of God,
riots, civil commotions, insurrections, wars, acts of terrorism, or by any strikes or lockouts, or
any other causes beyond our control. Matters related to this Letter of Credit which are not

E-4
covered by the UCP will be governed by the laws of the State of California, including, without
limitation, the Uniform Commercial Code as in effect in the State of California, except to the
extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit.
This Letter of Credit is transferable and may be transferred more than once, but in each
case only in the amount of the full unutilized balance hereof to any single transferee who you
shall have advised us pursuant to Annex F has succeeded The Bank of New York Mellon Trust
Company, N.A. or a successor trustee as Trustee under the Trust Indenture Amended and
Restated as of June 1, 2010, as amended or supplemented from time to time (the "Indenture")
between Lincoln County, Wyoming (the "Issuer") and The Bank of New York Mellon Trust
Company, N.A., as Trustee, pursuant to which U.S. $45,000,000 in aggregate principal amount
of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991 (the
"Bonds") were issued. Transfers may be effected without charge to the transferor and only
through ourselves and only upon presentation to us at the Presentation Office of a duly executed
instrument of transfer in the form attached hereto as Annex F. Any transfer of this Letter of
Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of
presentation of demands from our Letter of Credit Operations Office in San Francisco,
California.
All payments hereunder shall be made from our own funds.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter
of Credit; and any such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except the UCP.
WELLS FARGO BANK, NATIONAL
ASSOCIATION

By:
Authorized Signature

Letter of Credit Operations Office
Telephone No.: 1-800-798-2815
Facsimile No.: [phone]

E-5
Annex A to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN
THE INDENTURE), OF UNPAID INTEREST ON THE BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT].
(5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(6) IF THIS DEMAND IS RECEIVED AT THE PRESENTATION OFFICE BY
YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF

E-6
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-7
Annex B to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID
INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR
MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS
CURRENTLY OUTSTANDING.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH

E-8
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-9
Annex C to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE
ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED
IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE
TIME LIMITS ESTABLISHED IN THE INDENTURE.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $[INSERT
AMOUNT] BEING DRAWN WITH RESPECT TO THE PAYMENT OF
INTEREST DUE ON THE BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE

E-10
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A
BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 11:30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS
DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY,
YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11:00
A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING
SAID BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-11
Annex D to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID
INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY
OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH
BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING
AN EVENT OF DEFAULT UNDER THE INDENTURE (C) [THE
MANDATORY TENDER OF ALL SUCH BONDS,] OR (D) THE
REDEMPTION OF ALL SUCH BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET
FORTH IN PARAGRAPH 5, BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS
AND (B) $[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS.

E-12
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-13

Annex E to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION.
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
LETTER OF CREDIT REDUCTION AUTHORIZATION
[INSERT NAME OF BENEFICIARY], WITH REFERENCE TO LETTER OF
CREDIT NO. NZS660885 ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION
(THE “BANK”), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT
THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING UNDER THE
LETTER OF CREDIT BY $[INSERT AMOUNT].

[FOR SIGNED REDUCTION AUTHORIZATIONS ONLY]

[INSERT NAME OF BENEFICIARY]

By: [INSERT SIGNATURE]
TITLE: [INSERT TITLE]

DATE: [INSERT DATE]

SIGNATURE GUARANTEED BY

[INSERT NAME OF BANK]

By:
[INSERT NAME AND TITLE]

E-14
Annex F to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
One Front Street, 21st Floor,
San Francisco, California, 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT DATE]

Subject: Your Letter of Credit No. NZS660885
Ladies and Gentlemen:
For value received, we hereby irrevocably assign and transfer all of our rights under the
above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or
reduced to:

[Name of Transferee]

[Address of Transferee]
By this transfer, all of our rights in the Letter of Credit are transferred to the transferee,
and the transferee shall have sole rights as beneficiary under the Letter of Credit, including sole
rights relating to any amendments, whether increases or extensions or other amendments, and
whether now existing or hereafter made. You are hereby irrevocably instructed to advise future
amendment(s) of the Letter of Credit to the transferee without our consent or notice to us.
The original Letter of Credit is returned with all amendments to this date. Please notify
the transferee in such form as you deem advisable of this transfer and of the terms and conditions
to this Letter of Credit, including amendments as transferred.
You are hereby advised that the transferee named above has succeeded The Bank of New
York Mellon Trust Company, N.A., or a successor trustee as Trustee under the Trust Indenture
Amended and Restated as of June 1, 2010, as amended or supplemented from time to time (the
"Indenture") between Lincoln County, Wyoming (the "Issuer") and The Bank of New York
Mellon Trust Company, N.A., as Trustee, pursuant to which U.S. $45,000,000 in aggregate
principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp
Project) Series 1991 (the "Bonds") were issued.

E-15
Very truly yours,

[Insert Name of Transferor]

By:
[Insert Name and Title]

TRANSFEROR'S SIGNATURE
GUARANTEED

By:
[Bank Name]

By:
[Insert Name and Title]

By its signature below, the undersigned transferee acknowledges that it has duly
succeeded or a successor trustee as Trustee under the
Indenture.
[Insert Name of Transferee]

By:
[Insert Name and Title]

F-1
APPENDIX F
CONTINUING DISCLOSURE AGREEMENT

CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (this "Agreement") is executed and delivered by
PacifiCorp (the "Company") in consideration of the reoffering of the six issues of Bonds
identified by Schedule I hereto in conjunction with the remarketing thereof by J.P. Morgan
Securities Inc., Citigroup Global Markets Inc., Lehman Brothers Inc. and Bank One Capital
Markets, Inc., as Remarketing Agents.
Section 1. The Company does hereby covenant and agree and enter into a wrtten
undertaking for the benefit of the holders and beneficial owners of the Bonds as required by
Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securties
Exchange Act of 1934, as amended (17 C.F.R. § 240.l5c2-12) (the "Rule"). Capitalized terms
used in this Agreement and not otherwise defined in the respective Indenture of Trust and Trust
Indentures (collectively, the "Indenture") identified by such Schedule I between the respective
Issuers identified by such Schedule I and the respective Trustees identified by such Schedule I
(collectively, the "Trustee") shall have the meanings assigned such terms in Section 4 hereof.
This Agreement shall be construed in accordance with the written interpretative guidance and
no-action letters published from time to time by the Securities and Exchange Commission and its
staff with respect to the Rule.
Section 2. The Company undertakes to provide the following information in accordance
with this Agreement as required by the Rule:
(a) Anual Financial Information;
(b) Audited Financial Statements, if any; and
(c) Material Event Notices.
Section 3.
(a) The Company, while any Bonds are Outstanding, shall provide the Anual
Financial Information on or before the date which is 180 days after the end of each fiscal
year of the Company (the "Report Date") to each then existing NRSIR and the SID, if
any. The Company shall include with each submission of Anual Financial Information
a written representation to the effect that the Anual Financial Information is the Anual
Financial Information specified by this Agreement, that such Anual Financial
Information complies with the applicable requirements of the Rule and that it has been
provided to each then existing NRSIR and the SID, if any. If the Company changes its
fiscal year, it shall provide written notice of the change of fiscal year to each then
existing NRSIR or the Municipal Securities Rulemaking Board (the "MSRB") and the
SID, if any. It shall be sufficient if the Company provides to each then existing NRSIR
and the SID, if any, any or all of the Anual Financial Information by specific reference
to documents previously provided to each NRSIR and the SID, if any, or fied with the
Securities and Exchange Commission and, if such a document is a final offcial statement
within the meaning of the Rule, available from the MSRB.
01-438772.3
(b) If not provided as part of the Anual Financial Information, the Company
shall provide the Audited Financial Statements when and if available while any Bonds
are Outstanding to each then existing NRSIR and the SID, if any.
(c) If a Material Event occurs while any Bonds are Outstanding, the Company
shall provide a Material Event Notice in a timely manner to each then existing NRSIR
or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and
shall prominently state the date, title and CUSIP numbers of the Bonds.
(d) The Company shall provide in a timely manner to each then existing
NRSIR or the MSRB and to the SID, if any, notice of any failure by the Company
while any Bonds are Outstanding to provide to the NRSIRs and the SID, if any, Anual
Financial Information on or before the Report Date.
Section 4. The following are the definitions of the capitalized terms used II this
Agreement not otherwise defined in this Agreement or the Indenture:
(a) "Annual Financial Information" means the financial information or
operating data with respect to the Company, provided at least annually, of the type
incorporated by reference under APPENDIX A-"P ACIFICORP-A V AILABLE
INORMATION" of the Reoffering Circular dated May 28, 2003 with respect to the
Bonds. The consolidated financial statements included in the Anual Financial
Information shall be prepared in accordance with generally accepted accounting
principles ("GAA") as prescribed by the Financial Accounting Standards Board
("F ASB"). Such consolidated financial statements may, but are not required to be,
Audited Financial Statements.
(b) "Audited Financial Statements" means the Company's annual
consolidated financial statements, prepared in accordance with GAA as prescribed by
F ASB, which consolidated financial statements shall have been audited by an
independent auditor or firm of independent auditors as shall be then retained by the
Company.
(c) "Material Event" means any of the following events, if material, with
respect to the Bonds:
(i) principal and interest payment delinquencies;
(ii) non-payment-related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties; ·
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties; ·
. Not applicable to the Bonds.
01-438772.3 2
(v) substitution of credit or liquidity providers, or their failure to
perform;
*
(vi) adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(vii) modifications to rights of Bondholders;
(viii) bond calls;
(ix) defeasances;
(x) release, substitution or sale of property securing repayment of the
Bonds; and
(xi) rating changes.
(d) "Material Event Notice" means wrtten or electronic notice of a Material
Event.
(e) "NRMSIR" means a nationally recognized municipal secunties
information repository, as recognized from time to time by the Securities and Exchange
Commission by no-action letter for the purposes referred to in the Rule. The NRSIRs
as of the date of this Agreement are:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
http://ww.bloomberg.com/markets/muni _ contactinfo .html
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
http://ww.dpcdata.com
. Not applicable to the Bonds.
01-4387723 3
FT Interactive Data
100 William Street
New York, NY 10038
Attention: NRSIR
Telephone: [phone]
Facsimile: [phone] (Secondary Market Information)
[phone] (Primar Market Information)
E-mail: [e-mail]
http://ww.interactivedata.com
Standard & Poor's J.J. Kenny Repository
45th Floor
55 Water Street
New York, NY 10041
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
ww.jjkenny.com/jjkenny/pser _ descrip _data _rep.html
See http://ww.sec.gov/consumer/nrsir.htm for updated NRSIR information.
(f) "Outstanding" means "Outstanding" as defined in Aricle I of the
Indenture, but including Bonds otherwise excluded by clause (b) of such definition.
(g) "SID" means a state information depository as operated or designated by
the State of Montana or the State of Wyoming and recognized by the Securities and
Exchange Commission by no-action letter as such for the purposes referred to in the
Rule. As of the date of this Agreement, there is not a SID in the State of Montana or the
State of Wyoming.
Section 5. Unless otherwise required by law and subject to technical and economic
feasibility, the Company shall employ such methods of information transmission as shall be
requested or recommended by the designated recipients of the Company's information.
Section 6.
(a) The continuing obligation hereunder of the Company to provide Anual
Financial Information, Audited Financial Statements, if any, and Material Event Notices
shall terminate immediately once the Bonds no longer are Outstanding. This Agreement,
or any provision hereof, shall be null and void in the event that the Company obtains an
opinion of nationally recognized bond counsel to the effect that those portions of the Rule
which require this Agreement, or any such provision, are invalid, have been repealed
retroactively or otherwise do not apply to the Bonds, provided that the Company shall
have provided notice of such delivery and the cancellation of this Agreement to each then
existing NRSIR or the MSRB and the SID, if any.
(b) This Agreement may be amended, without the consent of the Bondholders,
but only upon the Company obtaining and providing an opinion of nationally recognized
01-438772.3 4
bond counsel to the effect that such amendment, and giving effect thereto, will not
adversely affect the compliance of this Agreement and by the Company with the Rule,
provided that the Company shall have provided notice of such delivery and of the
amendment to each then existing NRSIR or the MSRB and the SID, if any. Any such
amendment shall satisfy, unless otherwise permitted by the Rule, the following
conditions:
(i) The amendment may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law or
change in the identity, nature or status of the Company or type of business
conducted;
(ii) This Agreement, as amended, would have complied with the
requirements of the Rule at the time of the primar offering, after taking into
account any amendments or interpretations of the Rule, as well as any change in
circumstances; and
(iii) The amendment does not materially impair the interests of
Bondholders, as determined either by paries unaffliated with the Company (such
as nationally recognized bond counsel) or by approving vote of Bondholders
pursuant to the terms of the Indenture at the time of the amendment.
The initial Anual Financial Information after the amendment shall explain, in
narrative form, the reasons for the amendment and the effect of the change, if any, in the
type of operating data or financial information being provided.
(c) The Company shall not transfer its obligations under this Agreement
unless the transferee agrees to assume all obligations of the Company hereunder or to
execute a continuing disclosure undertaking under the Rule.
Section 7. Any failure by the Company to perform in accordance with this Agreement
shall not constitute an Event of Default with respect to the Bonds. If the Company fails to
comply herewith, any Bondholder or beneficial owner may take such actions as may be
necessary and appropriate, including seeking specific performance by court order, to cause the
Company to comply with its obligations hereunder.
Dated: June 2, 2003.
PACIFICORP
By w/f~ ~ LIJ~
Name Bruce N. Williams
Title Treasurer
01-438772.3 5
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4851-0992-4115.6
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

D-1
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Lincoln County, Wyoming
925 Sage, Suite 302
Kemmerer, Wyoming 83101
Re: $45,000,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of January 1, 1991, as amended and restated as of June 1, 2010 (the “Loan
Agreement”), between Lincoln County, Wyoming (the “Issuer”) and PacifiCorp (the
“Company”). Prior to the date hereof, payment of principal and purchase price of and interest
on the $45,000,000 Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1991 (the “Bonds”) was secured by an Irrevocable Letter of Credit
issued by Wells Fargo Bank, National Association (the “Existing Letter of Credit”). On the date
hereof, the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be issued by
The Bank of Nova Scotia, New York Agency (the “Bank”), for the benefit of the Trustee
(defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of that certain Trust Indenture, dated as of
January 1, 1991, as amended and restated as of June 1, 2010 (the “Indenture”), between the
Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and
related documents, and upon representations, including regarding the consent of the Owners,
made to us without undertaking to verify the same by independent investigation.
D-2
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit complies with the terms of the Loan
Agreement.
2. The delivery of the Letter of Credit will not adversely affect the
Tax-Exempt status of the Bonds.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with (a) the adjustment of the interest rate on the Bonds on the date
hereof and the adjustment of the interest rate described in our opinions dated (i) December 17,
1999 and January 19, 2000 and (ii) May 2, 2003 and June 3, 2003, (b) the execution and delivery
of the First Supplemental Trust Indenture, dated as of January 1, 2000, (c) the execution and
delivery of the Second Supplemental Trust Indenture, dated as of March 2, 2003, (d) the
execution and delivery of the Third Supplemental Trust Indenture and the Second Supplemental
Loan Agreement, each dated as of June 1, 2003, and (e) the execution and delivery of the Fourth
Supplemental Indenture and the Second Supplemental Loan Agreement and the delivery of the
Existing Letter of Credit, described in our opinion dated June 1, 2010 and (f) the delivery of the
Letter of Credit described herein. Accordingly, we do not express any opinion with respect to
the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

4851-0992-4115.6
APPENDIX E

FORM OF LETTER OF CREDIT

20317027
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 45,710,137.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1991, as amended and
restated by a Fourth Supplemental Indenture, dated as of June 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Lincoln
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 45,000,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 45,710,137.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
2

Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 45,710,137.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 45,000,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 710,137.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 48 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or
4

[ ], but such telephonic notice shall not be a condition to a Drawing hereunder. If we receive
your certificate(s) at such office, all in strict conformity with the terms and conditions of this
Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before
12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00 A.M. (New
York City time), on the next succeeding business day, and (ii) with respect to any Tender
Drawing, at or before 12:00 noon (New York City time), on a business day on or before the
Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City time),
on the same business day, in accordance with your payment instructions; provided, however, that
you will use your best efforts to give us telephonic notification of any such pending presentation
to the telephone numbers designated above, with respect to any Regular Drawing, Redemption
Drawing or Tender Drawing, at or before 11:30 A.M. (New York City time) on the same
business day. If we receive your certificate(s) at such office, all in strict conformity with the
terms and conditions of this Letter of Credit, after 12:00 noon (New York City time), in the case
of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on any business day on or
before the Cancellation Date, we will honor such certificate(s) at or before 2:00 P.M. (New York
City time) on the next succeeding business day. Payment under this Letter of Credit will be
made by wire transfer of Federal Funds to your account with any bank that is a member of the
Federal Reserve System. All payments made by us under this Letter of Credit will be made with
our own funds and not with any funds of the Company, its affiliates or the Issuer. As used
herein, “business day” means a day except a Saturday, Sunday or other day (i) on which banking
institutions in the city or cities in which the designated office under the Indenture of the Trustee,
the remarketing agent under the Indenture or the paying agent under the Indenture or the office
of the Bank which will honor draws upon this Letter of Credit are located are required or
authorized by law or executive order to close or are closed, or (ii) on which the New York Stock
Exchange, the Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
5

This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1991, as
amended and restated by a Fourth Supplemental Indenture, dated as of June 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Lincoln County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is named
as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The transferee
named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO. [__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer