1b4_03-21-13 Composite 1988 OS Supplement.pdf

REOFFERING-NOT NEW ISSUES
SUPPLEMENT, DATED MARCH 21, 2013, TO OFFICIAL STATEMENT, DATED JANUARY 14, 1988
The opinions of Chapman and Cutler delivered on January 14, 1988, stated that, subject to compliance by the Company and the
Issuer of each issue of Bonds with certain covenants, under then-existing law (a) interest on each issue of Bonds will not be 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 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. Such opinions of Bond Counsel were also to the
effect that under then-existing law the State of Wyoming imposed no income taxes which would be applicable to the Bonds. Such opinions
have not been updated as of the date hereof. In the opinions of Bond Counsel to be delivered in connection with the delivery of the
Replacement Letters of Credit, the delivery of the Replacement Letters of Credit will not cause the interest on the related Bonds to become
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
$102,700,0001
CUSTOMIZED PURCHASE POLLUTION CONTROL
REVENUE REFUNDING BONDS
(PacifiCorp Projects)
$41,200,0001
City of Gillette, Campbell County, Wyoming
Series 1988
Due: January 1, 2018
(CUSIP 375902 AG82)
$50,000,0001
Sweetwater County, Wyoming
Series 1988A
Due: January 1, 2017
(CUSIP 87048T2,3)
$11,500,0001
Sweetwater County, Wyoming
Series 1988B
Due: January 1, 2014
(CUSIP 870487 BL82)
PURCHASE DATE: MARCH 25, 2013
The Bonds of each issue are limited obligations of the applicable Issuer payable solely from and secured by a pledge of payments to be made
under a separate Loan Agreement for each issue between such Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015 with respect to the Gillette Bonds and the Sweetwater 1998A Bonds and until January 23,
2014 with respect to the Sweetwater 1988B Bonds, unless earlier terminated or extended, each issue of Bonds will be supported by a separate Irrevocable
Transferrable Direct Pay Letter of Credit (each, a “Replacement Letter of Credit”) each issued by

THE ROYAL BANK OF SCOTLAND PLC
acting through its Connecticut branch. Under each 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 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) in the case of the Sweetwater 1988A Bonds (as defined herein), up to 294 days’ accrued interest on
such Bonds, and in the case of the Gillette Bonds and the Sweetwater 1988B Bonds (each as defined herein), up to 65 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 Letters of Credit will only be available to be drawn while the Bonds bear
interest at a rate other than a Fixed Interest Rate (as defined in the Indenture). Failure to pay the purchase price when due and payable is an event of default
under the Indenture.
The Bonds of each issue are currently supported by separate Letters of Credit issued by Barclays Bank PLC, New York Branch (each, an
“Existing Letter of Credit”). On March 26, 2013, each Replacement Letter of Credit will be delivered to the Trustee in substitution for the applicable
Existing Letter of Credit and thereafter the Bonds will not have the benefit of the Existing Letters of Credit.
The Bonds 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 of each issue will be payable on the Interest Payment Date applicable to such issue of Bonds. As of the date hereof,
the Sweetwater 1988A Bonds bear interest at a CP Rate, the Sweetwater 1988B Bonds bear interest at a Daily Rate and the Gillette Bonds bear interest at a
Weekly Rate. 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 Letters 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.
BARCLAYS
as Remarketing Agent

1 The Bonds were issued in the aggregate principal amount of $102,700,000, all of which remain outstanding. This Supplement relates to the remarketing, in a secondary
market transaction, of $41,200,000 of the Gillette Bonds, $50,000,000 of the Sweetwater 1988A Bonds and $9,300,000 of the Sweetwater 1988B Bonds delivered by the
respective owners thereof for mandatory purchase on March 25, 2013. Owners of the remaining $2,200,000 aggregate principal amount of the Sweetwater 1988B Bonds have
elected to retain such Bonds pursuant to the Indenture. 2 See Inside Cover Page. 3 See Inside Cover Page.

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 Official Statement 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 Issuers, PacifiCorp, The Royal Bank of Scotland plc or the
Remarketing Agent. Neither the delivery of this Supplement to Official Statement nor any sale hereunder shall under any circumstances create
any implication that there has been no change in the affairs of the Issuers, The Royal Bank of Scotland plc or PacifiCorp since the date hereof.
The Issuers have not and will not assume any responsibility as to the accuracy or completeness of the information in this Supplement to Official
Statement. No representation is made by The Royal Bank of Scotland plc as to the accuracy, completeness or adequacy of the information
contained in this Supplement to Official Statement, 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 Official Statement.
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 Official Statement: The Remarketing
Agent has reviewed the information in the Supplement to Official Statement 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 LETTERS OF CREDIT AND THE REIMBURSEMENT AGREEMENTS ....................................................... 4
THE LETTERS OF CREDIT ........................................................................................................................................ 4
THE REIMBURSEMENT AGREEMENTS ................................................................................................................. 5
REMARKETING AGENT .......................................................................................................................................... 12
TAX EXEMPTION ..................................................................................................................................................... 13
MISCELLANEOUS .................................................................................................................................................... 14

APPENDIX A — PACIFICORP
APPENDIX B — THE ROYAL BANK OF SCOTLAND PLC
APPENDIX C — OFFICIAL STATEMENT DATED JANUARY 13, 1988
APPENDIX D — PROPOSED FORMS OF OPINIONS OF BOND COUNSEL
APPENDIX E — FORMS OF LETTERS OF CREDIT

_______________________________
Cover page, Footnote 2: 2 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 applicable Issuer, the Company or the Remarketing Agent takes
any responsibility for the accuracy of such numbers.
Cover page, Footnote 3: 3 This is the base CUSIP number for the Sweetwater 1988A Bonds. Additional CUSIP numbers are assigned in connection with resets of the
CP Periods for such Bonds. The CP Period for the Sweetwater 1988A Bonds will reset on March 25, 2013 and the additional CUSIP number for
such Bonds may change in connection with such reset.

$102,700,000
CUSTOMIZED PURCHASE POLLUTION CONTROL
REVENUE REFUNDING BONDS
(PacifiCorp Projects)

GENERAL INFORMATION
THE OFFICIAL STATEMENT DATED JANUARY 13, 1988, A COPY OF WHICH IS ATTACHED
HERETO AS APPENDIX C (THE “ORIGINAL OFFICIAL STATEMENT” AND, TOGETHER WITH THIS
SUPPLEMENT TO OFFICIAL STATEMENT, THE “OFFICIAL STATEMENT”), WAS PREPARED IN
CONNECTION WITH THE OFFERING OF FIVE SEPARATE ISSUES OF BONDS RELATING TO THE
COMPANY. THIS SUPPLEMENT TO OFFICIAL STATEMENT RELATES ONLY TO THE THREE ISSUES
OF BONDS DESCRIBED ON THE COVER PAGE HERETO.
THIS SUPPLEMENT TO OFFICIAL STATEMENT DOES NOT CONTAIN COMPLETE
DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION WHICH IS SET FORTH IN THE
ORIGINAL OFFICAL STATEMENT, EXCEPT WHERE THERE HAS BEEN A CHANGE IN THE
DOCUMENTS OR MORE RECENT INFORMATION SINCE THE DATE OF THE ORIGINAL OFFICIAL
STATEMENT. THIS SUPPLEMENT TO OFFICIAL STATEMENT SHOULD THEREFORE BE READ
ONLY IN CONJUNCTION WITH THE ORIGINAL OFFICIAL STATEMENT.
This Supplement to Official Statement is provided to furnish certain information with
respect to the reoffering of three separate issues of revenue refunding bonds (collectively, the
“Bonds”) in the aggregate principal amount of $102,700,000, issued by the respective issuers
(individually, the “Issuer,” and collectively, the “Issuers”), as follows:
(i) $41,200,000 aggregate principal amount of City of Gillette, Campbell
County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Projects), Series 1988 (the “Gillette Bonds”);
(ii) $50,000,000 aggregate principal amount of Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Projects),
Series 1988A (the “Sweetwater 1988A Bonds”); and
(iii) $11,500,000 aggregate principal amount of Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Project),
Series 1988B (the “Sweetwater 1988B Bonds”).
Each issue of the Bonds was issued pursuant to a Trust Indenture, dated as of January 1,
1988 (individually, an “Indenture,” and collectively, the “Indentures”), between the respective
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”). The proceeds from the sale of the
Bonds were loaned to PacifiCorp (the “Company”) pursuant to the terms of a separate Loan
Agreement for each issue of the Bonds, each dated as of January 1, 1988 (individually, an
“Agreement,” and collectively, the “Agreements”), each between the respective Issuer and the
Company. 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

2
(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 Official Statement.
The Bonds of each issue contain substantially the same terms and provisions as, but will
be entirely separate from, the Bonds of any other issue. The Bonds of one issue will not be
payable from or entitled to any revenues delivered to the Trustee in respect of Bonds of any other
issue. The mechanism for determining the interest rate may result in a rate for the Bonds of one
issue different from that of the Bonds of any other issue. Redemption of the Bonds of one issue
may be made in the manner described in the Official Statement without redemption of any other
issue, and a default in respect of the Bonds of one issue will not of itself constitute a default in
respect of the Bonds of any other issue; however, the same occurrence may constitute a default
with respect to the Bonds of all issues.
The Bonds of each issue, together with premium, if any, and interest thereon, are
limited and not general, obligations of the applicable Issuer not constituting or giving rise
to a pecuniary liability of the applicable 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 applicable Revenues (as defined in the applicable Indenture and which includes
moneys drawn under the Letter of Credit) and other moneys pledged therefor under the
applicable Indenture, and shall be a valid claim of the respective holders thereof only
against the applicable Bond Fund (as defined in the applicable Indenture), Revenues and
other moneys held by the Trustee as part of the applicable Trust Estate (as defined in the
applicable Indenture). The Issuers shall not be obligated to pay the purchase price of any
of the Bonds from any source.
No recourse 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 any Indenture, against any past,
present or future officer or employee of any Issuer, or any incorporator, officer, director or
member of any successor corporation, as such, either directly, or through any 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 each Indenture and the issuance of
any of the Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the three separate Letters of Credit, each dated May 16, 2012 (individually, an “Existing Letter
of Credit” and collectively, the “Existing Letters of Credit”) and issued by Barclays Bank PLC,
New York Branch (the “Prior Bank”), with respect to each issue of Bonds, each of which has
supported payment of the principal, interest and purchase price of the applicable Bonds since the
date the Existing Letters of Credit were issued. Pursuant to the Indentures, the Company has
elected to replace each Existing Letter of Credit with a separate Irrevocable Transferrable Direct
Pay Letter of Credit (individually, the “Letter of Credit,” and, collectively, the “Letters of Credit”)
to be issued by The Royal Bank of Scotland plc, a bank organized under the laws of Scotland,
acting through its Connecticut branch (the “Bank”). The three Letters of Credit will be delivered

3
to the Trustee on March 26, 2013 (the “Effective Date”) and, after such date, the Bonds will not
have the benefit of the Existing Letters of Credit.
With respect to the Bonds of each issue, the Trustee will be entitled to draw under the
related Letter of Credit 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) in the
case of the Sweetwater 1988A Bonds, up to 294 days’ accrued interest on such Bonds, and in the
case of the Gillette Bonds and the Sweetwater 1988B Bonds, up to 65 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. Each Letter of Credit will only be available to be drawn on with respect
to related Bonds bearing interest at a rate other than a Fixed Interest Rate (as defined in the
applicable Indenture).
After the date of delivery of the Letters of Credit, the Company is permitted under the
Agreements and the Indentures 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,
“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
Agreements and Indentures 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 LETTERS OF CREDIT” and the Official Statement
under the caption “THE BONDS —Purchase of Bonds.”
Prior to the delivery of the Letters of Credit, the Sweetwater 1988A Bonds were bearing
interest at a CP Rate, the Sweetwater 1988B Bonds were bearing interest at a Daily Interest Rate,
the Gillette Bonds were bearing interest at a Weekly Interest Rate. Following the delivery of the
Letters of Credit, the Sweetwater 1988A Bonds will continue to bear interest at a CP Rate,
Sweetwater 1988B Bonds will continue to bear interest at a Daily Interest Rate and the Gillette
Bonds will continue to bear interest at a Weekly Interest Rate; each subject to the right of the
Company to cause the interest rate on the Bonds of each issue to be converted to other interest
rate determination methods as described in the Official Statement.
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof.
Brief descriptions of the Issuers, the Bonds, the Letters of Credit, the Reimbursement
Agreements, the Agreements and the Indentures are included in this Supplement to Official
Statement, including the Original Official Statement attached as Appendix C hereto. Information

4
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 of the Agreements, the Indentures, the Letters of Credit and the
Reimbursement Agreements 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 letters of credit
described in the Original Official Statement are no longer in effect and the information in the
Original Official Statement with respect thereto should be disregarded.
THE LETTERS OF CREDIT AND THE REIMBURSEMENT AGREEMENTS
The following is a brief summary of certain provisions of the Replacement Letters of
Credit and those certain Letter of Credit and Reimbursement Agreements, each dated
March 26, 2013, as amended and supplemented, and each between the Company and The
Royal Bank of Scotland plc (together with all related documents, the “Reimbursement
Agreements”). This summary is not a complete recital of the terms of the Replacement Letters of
Credit or the Reimbursement Agreements and reference is made to each Replacement Letter of
Credit or each Reimbursement Agreement, as applicable, in its entirety.
THE LETTERS OF CREDIT
Each 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 (x) in the case of the Sweetwater 1988A
Bonds, up to 294 days’ accrued interest on such Bonds, and (y) in the case of the Gillette Bonds
and the Sweetwater 1988B Bonds, up to 65 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 Letters of Credit will only be available to be drawn while the Bonds
bear interest at a rate other than a fixed interest rate pursuant to the related Indenture. The
Replacement Letters of Credit will be substantially in the forms attached hereto as Appendix F.
The Replacement Letters of Credit will be issued pursuant to three separate Letter of Credit
Reimbursement Agreements, each dated March 26, 2013 (each, a “Reimbursement Agreement”),
and each between the Company and the Bank.
The Bank’s obligation under each 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 applicable 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 applicable Bonds, the amount that may be drawn under the applicable

5
Replacement Letter of Credit will be automatically reinstated as of the Bank’s close of business
in New York, New York on the ninth (9th) business day following the Bank’s honoring of such
drawing by the amount drawn, unless the Trustee has received notice (a “Non-Reinstatement
Notice”) from the Bank by the ninth (9th) 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
applicable Indenture, the Trustee will be entitled to draw on the applicable 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
(i) in the case of the Sweetwater 1988A Bonds, up to 294 days’ accrued interest on such
Bonds, and in the case of the Gillette Bonds and the Sweetwater 1988B Bonds, up to 65 days’
accrued interest on such Bonds (in each case less amounts paid in respect of principal or interest
for which the Replacement Letter of Credit has not been reinstated).
Each Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015 in
the case of the Gillette Bonds and the Sweetwater 1998A Bonds, and January 23, 2014 in the
case of the Sweetwater 1998 Bonds (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 related 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 related series of Bonds to a fixed interest rate and (e) the date
of a final drawing under the applicable Replacement Letter of Credit.
THE REIMBURSEMENT AGREEMENTS
General. The Company has executed and delivered the Reimbursement Agreements
requesting that the Bank issue an irrevocable direct pay letter of credit for each series of the
Bonds and governing the issuance thereof. Each Replacement Letter of Credit is issued pursuant
to the applicable Reimbursement Agreement.
Under each Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the related 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
Agreements, 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,

6
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 each Replacement Letter of Credit,
the related Reimbursement Agreement, Custodian Agreement, Fee Letter (each as
defined in such 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
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

7
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
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

8
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
related 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 a
Reimbursement Agreement to reimburse the Bank for the full amount of each payment
by the Bank under the related Replacement Letter of Credit, including, without limitation,
amounts in respect of any reinstatement of interest on the related 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 each Replacement Letter of Credit,
the related Bonds, the related Indenture, the Loan Agreement (as defined in the related
Reimbursement Agreement), the Remarketing Agreement (as defined in the related
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

9
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 related
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 such 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 such
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 or
(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 related Bonds, amendments to the Indenture and amendments to the Official
Statement (as defined in the related Reimbursement Agreement), all in accordance with
such Reimbursement Agreement or (ii) the Company fails to perform or observe any
other term, covenant or agreement contained in such Reimbursement Agreement or any
other Credit Document or Related Document on its part to be performed or observed if
such failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of such 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 such
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or

10
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under such 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
(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;

11
(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 such 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 related 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 and/or (ii) under the Indenture of such Event of
Default, and 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 such 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 expressly waived by the Company and (d) in addition to
other rights and remedies provided for in such Reimbursement Agreement or in the related
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 such Reimbursement Agreement to
issue the related Replacement Letter of Credit shall terminate, and (y) all Reimbursement
Obligations, all interest thereon and all other amounts payable under such related
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.

12
REMARKETING AGENT
General. Barclays Capital Inc. (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.
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
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, for each issue of
Bonds, 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 applicable 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

13
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.
TAX EXEMPTION
The opinions of Chapman and Cutler delivered on January 14, 1988 stated that, subject to
compliance by the Company and the applicable Issuer with certain covenants made to satisfy
pertinent requirements of the Internal Revenue Code of 1986, under then-existing law, interest
on the Bonds will not be 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 each series of the Bonds in connection with
delivery of the Letters of Credit, in substantially the form attached hereto as Appendix D, to the
effect that the delivery of the Letters of Credit (i) is authorized under and complies with the
terms of the applicable Agreement and (ii) will not impair the validity under the Act of the
applicable Bonds or will not cause the interest on the applicable Bonds to become includible in
the gross income of the Owners thereof for federal income tax purposes. Except as necessary to
render the foregoing opinions, Bond Counsel has not reviewed any factual or legal matters

14
relating to its opinions dated January 14, 1988 subsequent to its issuance other than with respect
to the Company in connection with (a) with regard to the Sweetwater 1988A Bonds, the issuance
and delivery of an Alternate Credit Facility, described in its opinion dated April 24, 2002,
(b) with regard to the Sweetwater 1988B Bonds, (i) the conversion of the interest rate on such
Bonds from a CP Rate to a Daily Interest Rate, described in its opinion dated January 26, 1996
and its opinion dated February 28, 1996 and (ii) the issuance and delivery of an Alternate Credit
Facility, described in its opinion dated August 23, 2001, (c) with regard to the Gillette Bonds, the
conversion of the interest rate on such Bonds from a CP Rate to a Weekly Interest Rate and the
delivery of an Alternate Credit Facility, described in its opinion dated May 26, 1999 and its
opinions dated June 7, 1999, (d) with regard to each issue of Bonds, (i) the delivery of earlier
Letters of Credit described in its three opinions, each dated September 15, 2004, (ii) the delivery
of an amendment to such earlier Letters of Credit, described in its three opinions, each dated
November 30, 2005, (e) with regard to each issue of Bonds, the delivery of the Existing Letters
of Credit, described in its three opinions, each dated May 16, 2012, and (f) with regard to each
issue of Bonds, the delivery of the Letters of Credit described herein. The opinions delivered in
connection with delivery of the Letters of Credit are not to be interpreted as a reissuance of any
of the original approving opinions as of the date of this Supplement to Official Statement.
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.
MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUERS MAKE NO REPRESENTATION WITH RESPECT TO AND
HAVE NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO OFFICIAL STATEMENT.

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

A-2
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.

A-3
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
Official Statement (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.

[This Page Intentionally Left Blank]

APPENDIX B
THE ROYAL BANK OF SCOTLAND PLC
The following information concerning The Royal Bank of Scotland plc (“RBS” or the
“Bank”) has been provided by representatives of RBS and has not been independently confirmed
or verified by the Issuers, the Company or any other party. No representation is made by the
Company or the Issuers 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 Royal Bank of Scotland plc is a wholly-owned subsidiary of The Royal Bank of
Scotland Group plc (“RBSG” or “the holding company”), a large banking and financial services
group. The “Group” comprises the Bank and its subsidiary and associated undertakings. The
Group has a large and diversified customer base and provides a wide range of products and
services to personal, commercial and large corporate and institutional customers. “RBS Group”
comprises the holding company and its subsidiary and associated undertakings.
RBS Group had total assets of £1,415 billion and owners’ equity of £74 billion as at
30 June 2012. RBS Group’s capital ratios, as at 30 June 2012, were a total capital ratio of
14.6 per cent., a Core Tier 1 capital ratio of 11.1 per cent. and a Tier 1 capital ratio of
13.4 per cent.
The Group had total assets of £1,359 billion and owners’ equity of £62 billion as at
30 June 2012. As at 30 June 2012, the Group’s capital ratios were a total capital ratio of
15.4 per cent., a Core Tier 1 capital ratio of 9.9 per cent. and a Tier 1 capital ratio of
11.6 per cent.
The delivery of the information concerning RBS herein shall not create any implication
that there has been no change in the affairs of RBS since the date hereof, or that the information
contained or referred to herein is correct as of any time subsequent to its date.
RBS is responsible only for the information contained in this Appendix to the Official
Statement and did not participate in the preparation of, or in any way verify the information
contained in, any other part of the Official Statement. Accordingly, RBS 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 Official Statement.

The information contained in this Appendix relates to and has been obtained from RBS.
The delivery of the Official Statement shall not create any implication that there has been no
change in the affairs of The Royal Bank of Scotland plc 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.

APPENDIX C
OFFICIAL STATEMENT DATED JANUARY 13, 1988
The Bonds of each issue contain substantially the same terms and provisions as, but will be
entirely separate from, the Bonds of the other issues. The Bonds of one issue will not be payable from
or entitled to any revenues delivered to the Trustee in respect of Bonds of the other issues. The
mechanism for determining the interest rate may result in a rate for the Bonds of one issue different
from that of the Bonds of the other issues. Redemption of the Bonds of one issue may be made in
the manner described below without redemption of the other issues, and a default in respect of the
Bonds of one issue will not of itself constitute a default in respect of the Bonds of the other issues;
however, the same occurrence may constitute a default with respect to the Bonds of more than one
issue.
Brief descriptions of the Issuers, the Bonds, the Letters of Credit, the method by which the interest
rate on the Bonds is changed, the Agreements and the Indentures are included in this Official
Statement, including Appendix F hereto. Information regarding the business, properties and financial
condition of the Company is included in Appendix A attached hereto. Brief descriptions of The
Sumitomo Bank, Limited, The Industrial Bank of Japan, Limited, Deutsche Bank AG and National
Westminster Bank PLC are included as Appendices B, C, D and E, respectively, hereto. The
descriptions herein of the Agreements, the Indentures and the Letters of Credit 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, during the initial offering period, at the principal offices of E. F. Hutton &
Company Inc. and of Shearson Lehman Brothers Inc. in New York, New York.THE ISSUERSForsyth is a municipal corporation and political subdivision duly organized and existing under
the Constitution and laws of the State of Montana. Forsyth is authorized by Sections 90-5-101 through
90-5114, inclusive, of the Montana Code Annotated, as amended (the “Montana Act”), to issue the
Forsyth Bonds for the purpose of refunding all of the related Prior Bonds, to enter into the related
Indenture and the related Agreement and to secure such Bonds by an assignment to the Trustee of
the payments to be made by the Company under the related Agreement and a pledge of other moneys
deposited with the Trustee under the related Indenture.
Gillette is a municipal corporation and political subdivision, and Converse and Sweetwater are
political subdivisions, duly organized and existing under the Constitution and laws of the State of
Wyoming. Pursuant to Sections 15-l-701 to 151-710, inclusive, of the Wyoming Statutes (1977), as
amended (the “Wyoming Act”), Gillette, Converse and Sweetwater are authorized to issue their
respective Bonds for the purpose of refunding all or a portion of the related Prior Bonds, to enter
into the related Indenture and the related Agreement and to secure such Bonds by an assignment
to the Trustee of the payments to be made by the Company under the related Agreement and a pledge
of other moneys deposited with the Trustee under the related Indenture.
The Montana Act and the Wyoming Act are hereafter referred to collectively as the “Act.”
The Bonds will be limited obligations of the respective Issuers as described under the caption
“mE BONDS-Limited Obligations.”THE BONDSThe Bonds of each issue will be independent of the others, and a default in respect of one issue
will not of itself constitute a default in respect of the other issues; however, the same occurrence
may constitute a default with respect to more than one issue. The five issues of
$
onds contain
substantially the same terms and provisions, and the following is a summary of cer in provisions
common to the Bonds of the five issues. Reference is hereby made to the Bonds in their entirety for
the detailed provisions thereof. All references in this description are to the documents or the Letters
of Credit (or Alternate Credit Facilities) corresponding to the respective issues of Bonds.
5
General
The Bonds will be dated January 1, 1988 and will mature as set forth on the cover page hereof.
Bonds authenticated prior to the first Interest Payment Date (as hereafter described) shall bear
interest from the date of the first authentication and delivery of Bonds. Bonds authenticated on or
after the first Interest Payment Date thereon shall bear interest from the Interest Payment Date
next preceding the date of authentication thereof (except that if the Bonds bear interest at a Daily
Interest Rate, as hereafter described, the Bonds shall bear interest from the day next succeeding the
Interest Accrual Date, as hereafter described, next preceding such date of authentication), unless such
date of authentication shall be an Interest Payment Date to which interest on the Bonds has been
paid in full or duly provided for, in which case they shall bear interest from such date of authentication
(or, if the Bonds bear interest at a Daily Interest Rate, from the day next succeeding the Interest
Accrual Date next preceding such date of authentication); provided that if, as shown by the records
of the Registrar (as hereinafter defined) interest on the Bonds shall be in default, Bonds issued in
exchange for or upon the registration of transfer of Bonds shall bear interest from the date to which
interest has been paid in full on the Bonds or, if no interest has been paid on the Bonds, the date of
the first authentication and delivery of fully executed and authenticated Bonds under the Indenture.
Each Bond shall bear interest on overdue principal and, to the extent permitted by law, on overdue
premium, if any, and interest at the rates of interest borne by the Bonds during such time.
The First National Bank of Chicago is Trustee and Registrar under the Indenture and has its
corporate trust office in Chicago, Illinois. First Chicago Trust Company of New York has been
appointed agent of the Registrar under the Indenture. The Registrar may be removed or replaced
by the Issuer at the direction of the Company.
Principal of, premium, if any, and interest on the Bonds are payable at the place or places and
in the manner specified on the cover page of this Official Statement. Bonds may be transferred or
exchanged for Bonds of authorized denominations at the corporate trust office in New York, New
York of First Chicago Trust Company of New York, as agent of the Registrar, without cost, except
for any tax or other governmental charge.
E. F. Hutton & Company Inc. has, at the direction of the Company, been appointed Remarketing
Agent under the Indenture. The principal office of E. F. Hutton & Company Inc. is located in New
York, New York. The Remarketing Agent may be removed or replaced by the Issuer at the direction
of the Company and with the written consent of the Bank (or the Obligor on the Alternate Credit
Facility, as the ease may be) and the Issuer. For a description of the proposed acquisition of
E. F. Hutton & Company Inc. by Shearson Lehman Brothers Inc. and of Shearson Lehman Brothers
Inc. as successor Remarketing Agent, see the caption “UNDERWRITING" herein.
Interest on the Bonds
CP Rate.The Bonds shall initially bear interest at a CP Rate not exceeding 12% per annum,
which is, with respect to each Bond for a CP Period, an interest rate on such Bond established as
hereafter described. Such interest will be payable on the CP Date for such Bond. “CP Date” means,
with respect to each Bond, the day next succeeding the last day of a CP Period. “CP Period” means,
with respect to each Bond, each consecutive period (one to no more than 2’70 days, or one to 365 or
366 days, as applicable to a particular year, as determined by the Company, as described under the
caption “THE LETTERS OF CREDIT-Substitute Letter of Credit”) established pursuant to the Indenture
during which such Bond shall hear interest at a particular CP Rate. “CP Date Parameters” means
the parameters stated in Exhibit E to the Indenture regarding allowable CP Periods. On the date
interest starts to accrue on the Bonds at a CP Rate and on each CP Date thereafter, except any CP
Date that is a Conversion Date, the Remarketing Agent shall determine for each CP Period allowable
under the CP Date Parameters the interest rate which, in the judgment of the Remarketing Agent,
when borne by a Bond having such a CP Period would be the minimum interest rate necessary to
enable the Remarketing Agent to sell such Bond on such date at a price equal to the principal
amount thereof.
Each Bond shall bear interest during the CP Period selected for such Bond at a rate per annum
equal to the interest rate determined as described above for such CP Period, or, in the event such
Bond is not remarketed, the CP Rate shall be the CP Rate equal to the interest rate for the shortest
allowable CP Period under the CP Date Parameters. If for any reason a CP Rate is not established
6
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any CP Period, the CP Rate for such CP Period
shall equal the Floating Interest Index (as defined in the Indenture) determined by the Indexing Agent
(as defined in the Indenture) as of the date such CP Rate was to have been determined.Conversion to Alternative Rates.The method of determining interest payable on the Bonds
may be converted from a CP Rate to another Floating Interest Rate (a Daily Interest Rate, a Weekly
Interest Rate or a Monthly Interest Rate), a Tender Interest Rate or a Fixed Interest Rate (as each
of those terms is described in Appendix F hereto) or from any such method of determination to any
other method of determination under the conditions described below under the caption “CONVERSION
OF RATE.” The date on which the method of determining the interest on the Bonds is converted to
another method is a “Conversion Date.” Certain terms applicable to the Bonds at such time as the
Bonds are not bearing interest at a CP Rate are described in Appendix F hereto.Payment and Accrual of Interest.The Bonds shall bear interest from and including the date
of first authentication and delivery thereof until payment of the principal or redemption price thereof
shall have been made or provided for in accordance with the provisions of the Indenture, whether
at maturity, upon redemption, acceleration or otherwise, at the lesser of (i) the Maximum Rate (as
hereafter defined) or (ii) the rate determined as described under the caption “‘&E BONDS-Interest
on the Bonds” and in Appendix F hereto. “Maximum Rate” means (i) while a Letter of Credit (or an
Alternate Credit Facility, if applicable) is outstanding, the lesser of 20% per annum or the Interest
Coverage Rate and (ii) at all other times, 20% per annum. “Interest Coverage Rate” means the rate
specified in the Letter of Credit (or an Alternate Credit Facility, if applicable), initially 12%, which
is used to determine the maximum amount that can be drawn to pay interest on the Bonds (or the
portion of the purchase price corresponding to accrued interest) (the “Interest Component”) for the
number of days specified in the Letter of Credit (the “Interest Coverage Period”), initially 294 days.
Interest accrued on the Bonds during each Interest Period (as hereafter described) shall be paid
to the Owner as of the Record Date (as hereafter described) on the next succeeding Interest Payment
Date and, while the Bonds bear a Floating Interest Rate, computed on the basis of a year of 365 or
366 days, as applicable to a particular year, for the actual number of days elapsed and, while the Bonds
bear a Fixed Interest Rate or a Tender Interest Rate, computed on the basis of a year of 360 days
consisting of twelve 30.day months.
“Authorized Denomination” means (i) $100,000 while the Bonds bear interest at a Floating Interest
Rate and (ii) $5,000 while the Bonds bear interest at a Tender Interest Rate or a Fixed Interest Rate
and, in all eases, integral multiples thereof.
“Business Day” means a day on which banks located in the city in which the principal office of
the Bank (or of the Obligor on the Alternate Credit Facility, as the case may be) is located and banks
located in the city in which the principal office of the Trustee is located are not required or authorized
by law to remain closed and are not closed, and on which The New York Stock Exchange and the
principal office of the Remarketing Agent are not closed.
“Interest Accrual Date” means, with respect to any Interest Period (i) during which interest on
the Bonds accrues at a CP Rate, the last day of the applicable CP Period, (ii) during which interest
on the Bonds accrues at a Daily Interest Rate, the last day of the calendar month, (iii) during which
interest on the Bonds accrues at the Weekly Interest Rate or the Monthly Interest Rate (as hereafter
described), the day next preceding the first Business Day of the next succeeding calendar month and
(iv) during which interest on the Bonds accrues at a Tender Interest Rate or at a Fixed Interest Rate,
the day next preceding January 1 and July 1 of each year.
“Interest Payment Date” means (a) during such time as the Bonds bear a Daily Interest Rate,
the fifth day after the Interest Accrual Date, (b) during such time as the Bonds bear interest
determined by any other method, the day next succeeding the Interest Accrual Date and (c) any
Conversion Date.
,.-“Interest Period” means the period from and including the date interest starts to accrue on the
Bonds pursuant to a particular method of calculating interest to and including the next succeeding
Interest Accrual Date and each succeeding period from the day next succeeding such Interest Accrual
7
Date to and including (i) the next succeeding Interest Accrual Date or (ii) if earlier, the day next
preceding a Conversion Date.
“Owner” means the person or persons in whose name any Bond is registered on the books of
the Issuer maintained by the Registrar.
“Record Date” means (a) when a Bond bears interest at a CP Rate, the third day next preceding
the Interest Accrual Date, except for a Bond with a CP Period of less than four days, in which case
the Record Date means the first day of such CP Period; (b) when the Bonds bear interest at a Daily
Interest Rate, the Interest Accrual Date; (c) when the Bonds bear interest at a Weekly Interest Rate,
the day on which the Weekly Interest Rate applicable to the Interest Accrual Date is determined;
(d) when the Bonds bear interest at a Monthly Interest Rate, the third day next preceding the Interest
Accrual Date; and (e) when the Bonds bear a Tender Interest Rate or a Fixed Interest Rate, the
fifteenth day of the calendar month next preceding any Interest Payment Date.
Purchase of Bonds
Purchase While Bonds Bear CPRate.On the CP Date with respect to a Bond, such Bond shall
be purchased at a purchase price equal to the principal amount thereof upon delivery of the Bond
(with all necessary endorsements) to the Remarketing Agent. If the Owner elects not to have his Bond
purchased on such CP Date, the Owner shall give telephonic or written notice to the Remarketing
Agent not later than 1030 a.m., New York, New York time, on the Business Day next preceding the
CP Date stating that the Owner elects not to have his Bond purchased on such CP Date and stating
the next CP Period (which shall be within the CP Date Parameters) for such Bond, in which event
and upon receipt of appropriate information confirmed in writing from the Remarketing Agent, the
Trustee shall issue a new Bond to such Owner reflecting the next CP Period in exchange for the Bond
then held by such Owner. Bonds to be purchased which are not delivered by the Owner thereof shall
be deemed to have been delivered by the Owner thereof for purchase and to have been purchased,
provided that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Moneys deposited with
the Trustee for such purchase of Bonds shall be held in trust in a separate escrow account without
liability for interest thereon and shall be paid to the Owners of such Bonds upon presentation thereof.
The Trustee shall on the last day of each month give written notice to the Company whether Bonds
have not been delivered, and upon direction to do so by the Company, the Trustee shall give notice
by mail to each Owner whose Bonds are deemed to have been purchased that such moneys are on
deposit at the principal office of the Trustee and that interest on such Bonds ceased to accrue on the
applicable CP Date.While Bonds Bear Alternative Rates.While a Bond bears a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, such Bond will be purchased on
the demand of the Owner thereof, as described in Appendix F hereto.Funds for Pun9m.se ofBonds.On the date on which Bonds delivered to the Remarketing Agent
or the Trustee for purchase as specified above under “WE BONDS-Purchase of Bonds-Purchase
While Bonds Bear CP Rate” or as described in Appendix F hereto are to be purchased, such Bonds
shall be purchased with immediately available funds at a purchase price equal to the principal amount
thereof, plus accrued interest, if any. Funds for the payment of such purchase price shall be derived
solely from the following sources in the order of priority indicated, neither the Trustee nor the
Remarketing Agent being obligated to use funds from any other source:
(a)Available Moneys (as hereinafter defined) directed by the Company to be used to purchase
Bonds as described in the Indenture;
Co) proceeds of the sale of such Bonds by the Remarketing Agent;
(c)Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds;
(d) proceeds of a drawing under the Letter of Credit or an Alternate Credit Facility, as the
case may be, for such purchase; and
(e) any other moneys furnished by the Company for purchase of the Bonds;
8
provided, however, that funds for the payment of the purchase price of defeased Bonds shall be derived
only from the sources described in (b) and (c) above, in such order of priority.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate Credit
Facility which does not consist of first mortgage bonds of the Company is outstanding, (i) moneys
on deposit in trust with the Trustee for a period of 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 is pending, (ii) proceeds of the issuance of refunding bonds if, in the written opinion of nationally
recognized counsel experienced in bankruptcy matters and acceptable to the Issuer and the Trustee
(which opinion shall be delivered to the Trustee at or prior to the time of the deposit of such proceeds
with the Trustee), the deposit and use of such proceeds will not constitute a voidable preference under
Section 547 of the United States Bankruptcy Code in the event the Issuer or the Company were to
become debtors under the United States Bankruptcy Code and (iii) any other money (x) approved in
writing by Moody’s Investors Service (“Moody’s”), if the Bonds are then rated by Moody’s, and
Standard and Poor’s Corporation (“S&P”), if the Bonds are then rated by S&P and (y) the application
of which will not, in the written opinion of nationally recognized counsel experienced in bankruptcy
matters and acceptable to the Issuer and the Trustee (which opinion shall be delivered to the Trustee
at or prior to the time of such application), constitute a voidable preference under Section 544 or 547
of the United States Bankruptcy Code in the event the Issuer or the Company were to become debtors
under the United States Bankruptcy Code, and(b) at any time that a Letter of Credit or an Alternate
Credit Facility is not outstanding, or if an Alternate Credit Facility consisting of first mortgage bonds
of the Company is outstanding, any moneys on deposit with the Trustee and proceeds from the
investment thereof.Remarketing of BondsWhile the Bonds bear interest at a CP Rate, the Remarketing Agent shall offer for sale and use
its best efforts to remarket any Bond to be purchased on a CP Date on such CP Date, any such
remarketing to be made at a price equal to the principal amount thereof and for such CP Periods
as are available within the CP Date Parameters. In the event more than one prospective purchaser
has offered to purchase a Bond on a CP Date, the Remarketing Agent shall remarket the Bond to
the purchaser from among such prospective purchasers who has selected the next CP Period for such
Bond which will, in the Remarketing Agent’s judgment, taking into consideration the overall yield
curve determined as of such CP Date and projected market conditions during the 270 days or 365 or
366 days, as applicable to a particular year (depending on the maximum length of the then current
Interest Coverage Period), next succeeding such CP Date, be the most beneficial for the financing
program while the Bonds bear interest at a CP Rate. If a Bond cannot be remarketed, the CP Date
for such Bond shall be the next Business Day. While Bonds bear a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, the Remarketing Agent will offer
for sale and use its best efforts to remarket Bonds to be purchased on the dates and at the purchase
prices as described in this Official Statement.
No Purchases CJT Sales After Certain Defaults.Anything in the Indenture to the contrary
notwithstanding, (i) at any time when neither the Letter of Credit nor an Alternate Credit Facility,
as the case may be, is outstanding, there shall be no purchases or sales of Bonds as described above,
and (ii) at any time during which the Letter of Credit or an Alternate Credit Facility, as the case may
be, is outstanding, there shall be no sales of Bonds, if, in either case, there shall have occurred and
not have been cured or waived an Event of Default described in paragraph (a), (b), (c). (d) or (e) under
the caption “THE INDENTURES-Defaults” of which the Remarketing Agent and the Trustee have
actual knowledge.Limited ObligationsThe Bonds, together with the premium, if any, and interest thereon, are limited, and not general,
ob!igations of the Issuer not constituting or giving rise to a pecuniary liability of the Issuer or any
charge against its general credit or taxing powers nor an indebtedness of or a loan of credit thereof
and shall be payable solely from the revenues to be received by the Issuer under the Agreement and
from any other moneys made available to the Issuer for such purpose, including moneys drawn under
the Letter of Credit or an Alternate Credit Facility, as the ease may be. The Issuer shall not be obligated
to pay the purchase price of the Bonds from any source.
9
Mandatory Redemption of Bonds”While the Bonds hear interest at a Tender Interest Rate or at a Fixed Interest Rate, the Bonds
are subject to mandatory redemption in whole or in part at the principal amount thereof plus accrued
interest to the date of redemption within 180 days following a “Determination of Taxability” as
described below. The Bonds shall he redeemed either in whole or in part in such principal amount
that the interest payable on the Bonds remaining outstanding after sxh redemption would not be
included in the gross income of any Owner thereof, other than an Owner of a Bond who is a “substantial
user” of the Facilities (as hereafter defined) or a “related person” within the meaning of Section
103(b)(13) of the Internal Revenue Code of 1954, as amended (the “1954 Code”).
A “Determination of Taxability” shall be 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 Internal
Revenue Code of 1986 (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 (i) 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 Agreement,
and (ii) that such Owner will afford the Company the opportunity to contest the same, either directly
or in the name of the Owner, until a conclusion of any appellate review, if sought, then the Trustee
shall promptly give notice thereof to the Company, the Bank (or the Obligor on the 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 shall make the required demand for
prepayment of the amounts payable under the Agreement and 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 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 Agreement, which failure results in a Determination of Taxability.
A DETERMINATION OF TAXABILITY MAY NOT OCCUR FOR A SUBSTANTIAL PERIOD
OF TIME AFTER INTEREST FIRST BECOMES INCLUDIBLE IN THE GROSS INCOME OF
OWNERS OF THE BONDS. IN SUCH EVENT. THE TAX LIABILITY OF OWNERS OF THE
BONDS MAY EXTEND TO YEARS FOR WHICH INTEREST WAS RECEIVED ON THE BONDS
AND FOR WHICH THE RELEVANT STATUTE OF LIMITATIONS HAS NOT YET RUN.
MOREOVER, OWNERS OF BONDS WILL NOT RECEIVE ANY ADDITIONAL INTEREST,
PREMIUM OR OTHER PAYMENT TO COMPENSATE THEM FOR FEDERAL INCOME TAXES,
INTEREST AND PENALTIES WHICH MAY BE ASSESSED WITH RESPECT TO SUCH
INTEREST.
.1\Optional Redemption of Bonds -”(a) During any CP Period, the Bonds shall be subject to optional redemption on any Business
Day by the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction
of the Company (but only with the timely written consent of the Bank or of the Obligor on the Alternate
Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, on
30 days’ prior notice from the Company to the Issuer and the Trustee.
(b) While the Bonds bear interest at a Daily Interest Rate, a Weekly Interest Rate or a Monthly
Interest Rate, the Bonds shall be subject to optional redemption on any Interest Payment Date by
the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction of the
Company (but only with the timely written consent of the Bank or of the Obligor on the Alternate
10
Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, with
30 days’ prior notice from the Company to the Issuer and the Trustee.
(e) While the Bonds bear interest at a Fixed Interest Rate or at a Tender I?terest Rate, the Bonds
shall be subject to optional redemption on any Interest Payment Date by the Issuer, in whole or in
part (and if in part, in an Authorized Denomination), at the direction of the Company (but only with
the timely written consent of the Bank or of the Obligor on the Alternate Credit Facility, as the case
may be), with 30 days’ prior notice from the Company to the Issuer and the Trustee; provided, however,
that the Bonds shall not be redeemable during the No-Call Period shown below, which shall begin
on the first day of the Fixed Rate Period or Tender Period. On and during the six months after the
Interest Payment Date that ends the No-Call Period (or the next succeeding Interest Payment Date,
if the No-Call Period does not end on an Interest Payment Date), the Bonds shall be redeemable at
the percentage of their principal amount shown in the Initial Redemption Price column plus interest
accrued to the redemption date. The redemption price shall decline semiannually by the amount shown
in the SemiAnnual Reduction in Redemption Price column until the Bonds shall be redeemable without
premium in the year or portion of a year indicated in the No Premium column and in any later years
or periods in the Fixed Rate Period or Tender Period.
Fixed Rate Periodor Tender Period SemiAnnualEqual to
or%Y But LessThan No-CallPeriod
Initial Reduction inRed;wJ$on Red&ion No Premium
18 Years N/A 5 Years 103 %‘h%9th Year
12 Years 18 Years 5 Years 103 ‘h 9th Year
9 Years 12 Years 5 Years 102 1%8th Year
7 Years 9 Years 5 Years 101 1%7th Year
5 Years I Years 3 Years 101 ‘6 5th Year
3 Years 5 Years 2 Years loo’/2 ‘A 4th Year
2 Years 3 Years 1 Year 100x ‘/4 18th Month
1 Year 2 Years 6 Months loo’/8 ‘/s 12th Month
6 Months 1 Year 6 Months 100 N/A N/A
If the Fixed Rate Period or Tender Period is less than six months, the Bonds will not be redeemable
pursuant to this subparagraph. While a Letter of Credit or an Alternate Credit Facility is outstanding,
the Company may only cause a redemption of Bonds pursuant to this subparagraph which would
require a payment of a premium if on the date of the giving of notice of redemption the Trustee has
Available Moneys in the Bond Fund or can draw under the Letter of Credit or an Alternate Credit
Facility, as the case may be, in an amount sufficient to pay such premium due on the date of redemption.
The initial Letter of Credit does not provide for drawings in respect of the amount of any such
redemption premium.
If the interest rate borne by the Bonds is converted pursuant to the Indenture, and if in connection
with such conversion the Company directs in writing to the Trustee and the Remarketing Agent
pursuant to the Indenture that the foregoing schedule of premiums and No-Call Periods be revised
and specifies the new premiums and No-Call Periods, the foregoing schedule of premiums and No-Call
Periods shall be revised in accordance with such direction of the Company.
(d) At any time, the Bonds shall be subject to redemption by the Issuer in whole or in part (and
if in part, in an Authorized Denomination), at the direction of the Company (but only with the timely
written consent of the Bank if required by the Letter of Credit or, if applicable, of the Obligor on
the Alternate Credit Facility if required by such Alternate Credit Facility), with 30 days’ prior notice
from the Company to the Issuer and the Trustee, at the principal amount thereof plus accrued interest
to the redemption date, but without premium, if the Company shall deliver a certificate stating that
one of the following events has occurred:
(i) the Company shall have determined that the continued operation of the Project (as defined
in the Indenture) is impracticable, uneconomical or undesirable for any reason; or
(ii) the Company shall have determined that the continued operation of the pollution control
facilities or the solid waste disposal facilities, as the case may be (the “Facilities”), at the steam
11
electric generating plant of which the Project is a part is impracticable, uneconomical or
undesirable due to (A) the imposition of taxes, other than ad valorem taxes currently levied upon
privately owned property used for the same general purpose as the Facilities, or other liabilities
or burdens with respect to the Facilities or the operation thereof, (B) changes in technology, in
environmental standards or legal requirements or in the economic availability of materials,
supplies, equipment or labor or (C) destruction of or damage to all or part of the Facilities; or
(iii) all or substantially all of the Facilities or the Project shall have been condemned or taken
by eminent domain; or
(iv) the operation of the Facilities or the Project shall have been enjoined or shall have
otherwise been prohibited by, or shall conflict 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.Redemption Upon Expiration or Terminationof Letter of Credit or Alternate Credit FacilityExcept for Bonds redeemed as described under “THE BONDS-Redemption Upon Conversion,”
the Bonds are subject to mandatory redemption by the Issuer, in whole, at a price equal to the principal
amount thereof, plus accrued interest, if any, on the earlier of (i) the Interest Payment Date next
preceding the date of the expiration of the term of the Letter of Credit or the term of the Alternate
Credit Facility except as provided in the following clause (ii), or (ii) a Business Day not less than five
days next preceding the Business Day next preceding the termination date of the Letter of Credit
or Alternate Credit Facility specified by the Company in a notice given by the Company as described
herein in the second paragraph under the caption “THE LETTERS OF CREDIT-Alternate Credit
Facility,” or in the second paragraph under the caption “THE LE?TERS OF CREDIT-Termination of
Letter of Credit or Alternate Credit Facility,” provided that there shall not be so redeemed (a) Bonds
delivered to the Remarketing Agent or the Trustee for purchase on such Interest Payment Date or
on such Business Day or on any Business Day from the date of notice of such redemption through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
of transfer of Bonds referred to in the preceding clauses (a) and (b).
~~ -MY An Owner of Bonds may direct the Issuer not to redeem any Bond or Bonds owned by it by
delivering to the Trustee at its principal office on or before the third Business Day preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument was delivered and shall be
binding upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon
the registration of the transfer thereof.Redemption Upon ConversionThe Bonds shall be subject to mandatory redemption by the Issuer, in whole, on a Conversion
Date, at the principal amount thereof or, in the case of Bonds to be redeemed upon conversion from
a Tender Interest Rate or a Fixed Interest Rate, at the percentage of their principal amount at which
they would be redeemed as described above under paragraph (c) of “THE BONDS-Optional
Redemption of Bonds” on the Conversion Date plus accrued interest, if any; provided that there shall
not be so redeemed (a) Bonds delivered to the Remarketing Agent or. the Trustee for purchase on
such Conversion Date or on any Business Day from the date notice of such redemption is given through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
12
of transfer of Bonds referred to in clauses (a) and (b) above. While a Letter of Credit or an Alternate
Credit Facility is outstanding, the Company may only cause a redemption of Bonds pursuant to this
paragraph which would require a payment of a premium if on the date of the giving of notice of
redemption the Trustee can draw under the Letter of Credit or an Alternate Credit Facility, as the
case may be, in an amount sufficient to pay such premium due on the date of redemption. The initial
Letter of Credit does not provide for drawings in respect of the amount of any such redemption
premium.
An Owner may direct the Issuer not to redeem any Bond or Bonds owned by it by delivering
to the Trustee at its principal office on or before the third Business Day (sixth Business Day if the
Bonds are to be converted to a Tender Interest Rate or a Fixed Interest Rate) preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument is delivered and shall be binding
upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon the
registration of the transfer thereof.Denomination RedemptionThe Bonds or portions thereof are subject to mandatory redemption by the Issuer on the Interest
Payment Date upon which the Bonds begin to accrue interest at a Floating Interest Rate following
conversion from a Tender Interest Rate or a Fixed Interest Rate in such amounts so that all
outstanding Bonds are in Authorized Denominations.Purchase by Company in Lieu of RedemptionThe Company shall have the right to purchase or cause to be purchased Bonds to be redeemed
as described above under ‘THE BONDS-Redemption Upon Expiration or Termination of Letter of
Credit or Alternate Credit Facility,”“THE BONDS-Redemption Upon Conversion” and “THE
BONDS-Denomination Redemption” at a purchase price equal to the principal amount of the Bonds
to be so purchased plus accrued interest, if any, or in the case of a purchase on conversion from a
Fixed Interest Rate or a Tender Interest Rate, ‘the redemption price for redemption of such Bonds
on the Conversion Date as describedabove under(c) of “THE BONDS-Optional Redemption of Bonds.”
Moneys for the payment of the purchase price shall be derived, in the following order of priority, from:
(i) Available Moneys furnished by the Company for such purpose, (ii) proceeds of the sale of such
Bonds, (iii) Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds, (iv) moneys drawn under the Letter of Credit
or an Alternate Credit Facility, as the case may be, for such purpose and (v) any other moneys
furnished by the Company for such purpose; provided, however, that funds for the payment of the
purchase price of defeased Bonds shall be derived only from the sources described in (ii) and (iii) above,
in such order of priority; and provided further that if in connection with such redemption, the Letter
of Credit or an Alternate Credit Facility which does not consist of first mortgage bonds of the Company
is replaced with an Alternate Credit Facility consisting of first mortgage bonds of the Company or
is not being replaced by any other Alternate Credit Facility, moneys for the payment of the purchase
price of the Bonds may not be derived from (ii) above. Bonds to be so purchased pursuant to the
Indenture on the date fixed for redemption of such Bonds which are not delivered on such date will
nonetheless be deemed to have been delivered for purchase by the Owners thereof and to have been
purchased pursuant to the Indenture. The Trustee shall hold moneys for such purchase of Bonds,
without liability for interest thereon, for the benefit of the former Owner of the Bond on such date
of purchase, who shall thereafter be restricted exclusively to such moneys for any claim of whatever
nature on such Owner’s part under the Indenture or on, or with respect to, such Bond. Any moneys
so deposited with and held by the Trustee not so applied to the payment of Bonds within six months
after such date of purchase shall be paid by the Trustee to the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) to the extent of any amount payable under the Reimbursement
Agreement (as defined below) and the balance to the Company upon the written direction of the
Company, and thereafter the former Owners shall be entitled to look only to the Company for payment,
13
and then only to the extent of the amount so repaid, and the Company shall not be liable for any interest
thereon and shall not be regarded as a trustee of such money.Procedure for and Notice of RedemptionIf less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof
to be redeemed shall be selected by the Trustee, in such manner as the Trustee in its sole discretion
may deem proper, in the principal amount designated by the Company or otherwise as required by
the Indenture. In selecting Bonds for redemption, the Trustee shall treat each Bond as representing
that number of Bonds which is obtained by dividing the principal amount of each Bond by the minimum
denomination in which Bonds are then authorized to be issued at the time of such redemption. 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. Upon presentation and surrender
of such Bonds at the place or places of payment such Bonds shall be paid and redeemed. Notice of
redemption shall be given by mail as provided in the Indenture, at least 10 days prior to the redemption
date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein,
shall not affect the validity of any proceedings for the redemption of any other of the Bonds.
With respect to notice of any optional redemption of the Bonds, as described above, unless upon
the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of the
Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the
Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal
of, premium, if any, and interest on such Bonds to be redeemed. If such moneys are not so received,
the Issuer will not redeem such Bonds and the Trustee shall give notice, in the manner in which the
notice of redemption was given, that such redemption will not take place.THE LE’ITERS OF CREDITThe following is a brief description of each Letter of Credit and certain of the terms common
to the Letters of Credit and the agreements dated as of January 1,1933 between the Company and
the Banks pursuant to which such Letters of Credit are issued (individually, a “Reimbursement
Agreement” and, collectively, the “Reimbursement Agreements,” which term shall also include the
document pursuant to which an Alternate Credit Facility is issued). All references in this description
are to the documents or the Letters of Credit (or Alternate Credit Facilities) corresponding to the
respective issues of Bonds.
The Letter of Credit will be an irrevocable obligation of the Bank which will expire at the close
of the Bank’s business on January 14,1993, unless earlier terminated or otherwise extended, to pay
to the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount equal
to the outstanding principal amount of the Bonds to be used (i) to pay the principal of the Bonds, (ii)
to enable the Remarketing Agent to pay the portion of the purchase price equal to the principal amount
of Bonds delivered to it for purchase and not remarketed, (iii) to enable the Trustee to pay the portion
of the purchase price equal to the principal amount of Bonds delivered to it for purchase, (iv) to enable
the Trustee to pay the purchase price of Bonds not retained by an Owner on a CP Date or(v) to enable
the Company to purchase Bonds in lieu of redemption under certain circumstances, plus (b) an amount
equal to 294 days’ accrued interest on the Bonds (calculated at a rate of 12% per annum and on the
basis of a year of 365 days), to be used (i) to pay interest on the Bonds or (ii) to enable the Trustee
or the Remarketing Agent to pay the portion of the purchase price of the Bonds properly delivered
for purchase equal to the accrued interest, if any, on such Bonds. The Company is permitted under
the Agreement and the Indenture to secure an extension of the Letter of Credit beyond the expiration
date of the then current Letter of Credit, but the Bank is under no obligation to agree to such an
extension.
The Bank’s obligation under the 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 Bonds delivered for purchase and not remarketed, such
amounts shall be immediately reinstated upon reimbursement. With respect to a drawing by the
Trustee for the payment of interest on the Bonds, the amount that may be drawn under the Letter
of Credit will be automatically reinstated to the extent of such drawing as of the close of business
14
on the ninth Business Day following such drawing unless the Bank shall have notified the Trustee
within nine Business Days after such drawing that the Company has failed to reimburse the Bank
or to cause it to be reimbursed for such drawing.
Upon an acceleration of the maturity of the Bonds due to an event of default under the Indenture,
the Trustee will be entitled to draw on the Letter of Credit, if it is then in effect, to the extent of the
aggregate principal amount of the Bonds outstanding, plus up to 294 days’ interest accrued and unpaid
on the Bonds, less amounts paid in respect of principal or interest for which the Letter of Credit has
not been reinstated as described above.
Upon the earliest of (i) the close of business on January 14, 1993, unless otherwise extended
pursuant to an agreement between the Bank and the Company, (ii) the making of a final drawing under
the Letter of Credit, or (iii) the date the Trustee surrenders the Letter of Credit to the Bank for
cancellation, the Letter of Credit shall expire (the “Expiration Date”). The Trustee agrees to surrender
the Letter of Credit to the Bank, and not to make any drawing, after (i) 4:OO pm. local time in the
city of the office of the Bank that will issue the Letter of Credit on the Expiration Date, (ii) there are
no Bonds outstanding under the Indenture, (iii) the first Business Day after the conversion of the
interest rate on the Bonds to a Fixed Interest Rate, or (iv) a Substitute Letter of Credit or Alternate
Credit Facility, as the case may be, has been delivered to the Trustee.Alternate Credit FacilityAt any time (with notice to the Bank or the Obligor on the Alternate Credit Facility, as the case
may be) the Company may, at its option, provide for the delivery to the Trustee of an Alternate Credit
Facility to replace the Letter of Credit or the Alternate Credit Facility then in effect, as the case may
be. An Alternate Credit Facility may have an expiration date earlier than the maturity of the Bonds,
but in no event shall such Alternate Credit Facility have an expiration date earlier than one year from
the date of its delivery. The Company must furnish to the Trustee(i) an opinion of nationally recognized
Bond Counsel (“Bond Counsel”) stating that the delivery of such Alternate Credit Facility IS authorized
under the Agreement and complies with the terms thereof and will not cause the interest on the Bonds
to become includible in the gross income of the Owners thereof for federal income tax purposes and
(ii) written evidence from Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, in case to the effect that such rating agency has reviewed the proposed
Alternate Credit Facility nd that the delivery of the proposed Alternate Credit Facility will not, by
itself, result in a withdrawal of its rating or ratings of the Bonds.
The Company may, however, at any time, provide for the delivery on any Business Day to the
Trustee of an Alternate Credit Facility where the above-described evidence from Moody’s or S&P’s
is not received, provided that the Company shall deliver to the Trustee, the Remarketing Agent, the
Indexing Agent and the Bank (or the Obliger on the Alternate Credit Facility, as the case may be)
a notice which (A) states (x) the effective date of the Alternate Credit Facility to be so provided and
(y) the termination date of the Letter of Credit or Alternate Credit Facility which is to terminate (which
termination date 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,(C) directs the Trustee to give notice
of the call of the Bonds for redemption, in whole, on the Business Day next preceding the termination
date of the Letter of Credit or Alternate Credit Facility which is to terminate (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 terminate, to the Obligor thereon on the next Business Day after the later of the effective
date of the Alternate Credit Facility to be provided and the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate and to thereupon deliver any and all instruments
which may be reasonably requested by such Obliger. The Company shall furnish to the Trustee an
opinion of Bond Counsel satisfying the requirement of the next preceding paragraph in connection
with such delivery.
After the Interest Payment Date on which Bonds are to be redeemed as described in clause (i)in the first paragraph under “THE BONDS-Redemption Upon Expiration or Termination of Letter
15
of Credit or Alternate Credit Facility,” the Company may, but is not obligated to, provide for delivery
of an Alternate Credit Facility for payment of the principal of and interest on the Bonds. The Company
shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of the second
preceding paragraph in connection with such delivery.
Substitute Letter of Credit
The Company may, at its option, at any time provide for the delivery to the Trustee of a Substitute
Letter of Credit. No Substitute Letter of Credit may be delivered which:
(i) so long as the interest rate borne by the Bonds is a CP Rate, reduces the Interest
Coverage Period to a period shorter than 294 days (during such time as CP Periods can be from
one to not more than 270 days) or 389 or 390 days, as applicable to a particular year (during such
time as CP Periods can be from one to 365 or 366 days, as applicable to a particular year);
(ii)so long as the interest rate borne by the Bonds is a Daily Interest Rate, a Weekly Interest
Rate or a Monthly Interest Rate, reduces the Interest Coverage Period to a period shorter than
65 days;
(iii)so long as the interest rate borne by the Bonds is a Tender Interest Rate or a Fixed
Interest Rate, reduces the Interest Coverage Period to a period shorter than 208 days;
(iv)decreases the Interest Coverage Rate below 12%; or
(v)increases the Interest Coverage Rate above the Maximum Rate.
The Company may, at its option, at any time direct in writing the Trustee and the Remarketing
Agent to allow the selection of CP Periods of from one to no more than 365 or 366 days, as applicable
to a particular year, or from one to no more than 270 days, but only if (for such time as CP Periods
can be from one to 365 or 366 days, as applicable to a particular year) the Company provides for the
delivery to the Trustee of a Substitute Letter of Credit which increases the Interest Coverage Period
to 389 or 390 days, as applicable to a particular year.
Termination of Letter of Credit or Alternate Credit Facility
At any time, the Company may, at its option, provide for the termination on any Business Day
of the Letter of Credit or any Alternate Credit Facility then in effect. The Company must furnish to
the Trustee (i) an opinion of Bond Counsel stating that the termination of the Letter of Credit or
Alternate Credit Facility is authorized under the Agreement and complies with the terms thereof and
will not eause the interest on the Bonds to become includible in the gross income of the Owners thereof
for purposes of federal income taxation and (ii) written evidence from Moody’s, if the Bonds are then
rated by Moody’s, or S&P, if the Bonds are then rated by S&P, in each case to the effect that such
rating agency has reviewed the proposed termination of the Letter of Credit or Alternate Credit
Facility and that such termination will not, by itself, result in a reduction or withdrawal of its rating
or ratings of the Bonds.
The Company may, however, at any time, at its option, provide for the termination on any Business
Day of the Letter of Credit or any Alternate Credit Facility then in effect when the above-described
evidence from Moody’s or S&P is not received, provided that the Company shall deliver to the Trustee,
the Remarketing Agent, the Indexing Agent and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) a notice which (A) states the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate, (B) directs the Trustee to give notice of the call
of the Bonds for redemption, in whole, no later than the fifth day next preceding the Business Day
next preceding the termination date of the Letter of Credit or Alternate Credit Facility which is to
terminate (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 (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 terminate to the Obligor thereon on the next
Business Day after the termination date of the Letter of Credit or Alternate Credit Facility to be
16
terminated and to thereupon deliver any and all instruments which may be reasonably requested by
such Obligor.
CONVERSION OF RATE
The Bonds of each issue will be independent of the others and a conversion to an Alternative
Rate with respect to one issue will not necessarily result in a conversion with respect to the other
issues; however, a conversion may occur with respect to more than one issue at the same time. The
Bonds of each issue contain substantially the same terms and provisions, and the following is a
summary of certain provisions common to the five issues. All references in this description are to the
documents, the Bonds or the Letter of Credit relating to each issue of Bonds.Conversion to Fixed Interest Rate, Tender Interest Rate ov Floating Interest Rates.The
interest rate borne by the Bonds (the type of interest rate in effect immediately prior to a conversion
being herein called the “Existing Rate”) shall be converted to a Fixed Interest Rate, a Tender Interest
Rate, a Tender Interest Rate with a Tender Period of different length than the then current Tender
Period or any of the Floating Interest Rates upon receipt by the Trustee of a written direction from
the Company specifying the specific method of interest accrual on the Bonds and the effective date
(which, if a Letter of Credit or an Alternate Credit Facility is outstanding, shall be a date at least
11 days prior to the Interest Payment Date next preceding the scheduled expiration date of the Letter
of Credit or Alternate Credit Facility, as the case may be) of the conversion to such method of accrual,
specifying changes, if any, to the Bond redemption prices and No-Call Periods and, if applicable,
specifying the length of the Tender Period (which must be a period of six months or an integral multiple
thereof, provided that the first Tender Period may be less than such period but must end on the day
next preceding a January 1 or July 1). The Conversion Date must be (a) if the Existing Rate is a Floating
Interest Rate other than a CP Rate, a Business Day not less than 30 days from the date of receipt
by the Trustee of the written direction from the Company specified above or (b) if the Existing Rate
is a CP Rate, a Business Day not less than 30 days from the date of receipt by the Trustee of the
written direction from the Company specified above or (c) if the Existing Rate is a Tender Interest
Rate, a January 1 or July 1 not less than 20 days after the receipt by the Trustee of the written notice
specified above and not prior to the end of the No-Call Period for such Tender Period or (d) if the
Bonds then bear a Fixed Interest Rate, a January 1 or July 1 not less than 20 days after the receipt
by the Trustee of the written notice specified above and not prior to the end of the No-Call Period
for such Fixed Rate Period. The written direction shall be accompanied by a written opinion, addressed
to the Trustee, the Issuer, the Company, the Bank (or the Obligor on an Alternate Credit Facility,
as the case may be) and the Remarketing Agent, of Bond Counsel selected by the Company and
acceptable to the Trustee and acceptable to the Remarketing Agent stating that such conversion (i)
is authorized or permitted by the Indenture, (ii) will not cause interest on the Bonds to become
ineludible in the gross income of the Owners thereof for purposes of federal income taxation and (iii)
will not violate the provisions of the Act or other applicable state law. The conversion of the interest
rate borne by the Bonds shall not become effective unless on the Conversion Date the Trustee shall
have received an opinion of such Bond Counsel dated the Conversion Date reaffirming the conclusions
of the opinion accompanying the written direction of the Company initiating the conversion.Inability To Convert.If for any reason a change in method of calculation of interest on the
Bonds cannot proceed, the Bonds shall continue to bear interest calculated in the method applicable
prior to the proposed change.Notice to Ownem ofConversionThe Trustee shall give notice by first-class mail to the Owners
of Bonds not less than 10 days and not more than 15 days prior to the Conversion Date. Such notice
shall state (i) that the method of determining the interest rate on the Bonds will be converted to an
alternate method of determining the rate, (ii) the effective date of the alternate method of determining
the rate, (iii) the procedures and dates involved in determining the rate and the procedure for notifying
Owners of the interest rate, (iv) when interest on the Bonds will be payable after the effective date,
(v) if the Trustee has been so notified by the Company, whether a Letter of Credit or an Alternate
Credit Facility, as the case may be, will be in effect after such effective date and, if so, the issuer,
the expiration terms and the interest coverage of the Letter of Credit or Alternate Credit Facility,
17
as the case may be, (vi) whether subsequent to such effective date the Owners of Bonds will no longer
have the right to deliver Bonds to the Remarketing Agent or the Trustee for purchase, (vii) that the
rating on the Bonds by Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, may be reduced or withdrawn, and (viii) that all outstanding Bonds not repurchased
on or prior to the effective date will be redeemed on such effective date except Bonds with respect
to which the Owner has directed the Issuer not to redeem the same in accordance with the Indenture.THE AGREEMENTSEach Agreement will operate independently of the others, and a default under one Agreement
will not necessarily constitute a default under the other Agreements. The Agreements contain
substantially identical terms, and the following is a summary of certain provisions common to the
five Agreements. All references in this summary are to the documents, the Bonds or the Letters of
Credit (or Alternate Credit Facilities) relating to each Agreement.Loan PaymentsAs Loan Payments, 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;
provided, however, that the obligation of the Company to make any such Loan Payment will be 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 or (ii) by the Obligor on the Alternate Credit Facility to the
Trustee under the Alternate Credit Facility.
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the principal of
the Bonds, upon redemption or acceleration, and interest on the Bonds when due, by the delivery of
the Letter of Credit (or the Alternate Credit Facility, as the case may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary to pay the principal of, premium,
if any, and interest on the Bonds if and when due. The initial Letter of Credit does not provide for
drawings in respect of amounts of such redemption premium.Payments to Remarketing Agent and TrusteeThe Company will pay to the Remarketing Agent and the Trustee amounts equal to the amounts
to be paid by the Remarketing Agent and the Trustee pursuant to the Indenture for the purchase
of outstanding Bonds, such amounts to be paid by the Company to the Remarketing Agent and the
Trustee, as the case may be, on the dates such payments are to be made; provided, however, that
the obligation of the Company to make any such payment under the Agreement shall be reduced by
the amount of any moneys available for such payments, including proceeds from the remarketing
of the Bonds or moneys drawn under the Letter of Credit (or the Alternate Credit Facility, as the
case may be).
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of the expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the amounts to
be paid by the Remarketing Agent or the Trustee for the purchase of Bonds by the delivery of the
Letter of Credit (or the Alternate Credit Facility, as the ease may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary for the purchase of Bonds.Obligation AbsoluteThe Company’s obligation to make Loan Payments and payments to the Remarketing Agent and
theTrustee for the purchase of Bonds is absolute, irrevocable and unconditional and will not be subject
18
to any defense other than payment or to any right of setoff, counterclaim or recoupment arising out
of any breach by the Issuer, the Bank (or Obligor on an Alternate Credit Facility), the Trustee or
the Remarketing Agent of any obligation to the Company.ExpensesThe Company is obligated to pay reasonable compensation and to reimburse certain expenses
and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, Moody’s, S&P and
the Indexing Agent directly to such entity.Tax Covenants; Tax-Exempt Status of BondsThe Company covenants that the Bond proceeds, the earnings thereon and other moneys on
deposit with respect to the Bonds will not he 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 will not take, or permit to be taken on its behalf, any action which
would cause the interest on the Bonds to become includible in the gross income of Owners of the Bonds
for purposes of federal income taxation 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 interest on the
Bonds not to be includible in the gross income of the Owners thereof for purposes of federal income
taxation. See “TAX EXEMF~ION.”Assignment; MergerWith the consent of the Bank (or the Obligor on the Alternate Credit Facility, as the case may
he), the Company’s interest in the Agreement may be assigned in whole or in part by the Company
to another entity, subject, however, to the conditions that no assignment shall (a) cause the interest
payable on the Bonds (other than Bonds held by a “substantial user” or “related person” within the
meaning of Section 103(b)(13) of the 1954 Code) to become includible in the gross income of the Owners
thereof for purposes of federal income taxation or (b) relieve (other than as described in the next
succeeding paragraph) the Company from primary liability for its obligations to make the Loan
Payments or to make payments to the Remarketing Agent or the Trustee with respect to the purchase
of the Bonds or for any other of its obligations under the Agreement; and subject further to the
condition that the Company shall have delivered to the Trustee and the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) an opinion of counsel to the Company that such
assignment complies with the provisions of this paragraph. The Company shall, within 30 days after
the delivery thereof, furnish to the Issuer, the Bank (or Obliger on the Alternate Credit Facility, as
the ease may be) and the Trustee a true and complete eopy of the agreements or other documents
effectuating any such assignment.
The Company may enter into the transactions described in the Joint Proxy Statement/Prospectus
of PacifiCorp and Utah Power & Light Company dated October 29, 198’7 (the “Prospectus”) filed as
a part of a Registration Statement on Form S-4 with the Securities and Exchange Commission,
Registration No. 33-18164, effective October 29, 1987, resulting in a Merger (as defined in the
Prospectus) or Reincorporation (as defined in the Prospectus) and the Merger of the Company into
PC/UP&L Merging Corp., an Oregon corporation (to be renamed “PacifiCorp”). After the effectiveness
of the Merger or Reincorporation, PC/UP&L Merging Corp. will assume (either by operation of law
or in writing) all of the obligations of the Company under the Agreement and all references to the
Company in the Agreement shall mean PC/UP&L Merging Corp. (renamed “PacifiCorp”).
The Company also may (a) consolidate with or merge into another domestic corporation (i.e., a
corporation (i) incorporated and existing under the laws of one of the states of the United States or
of the District of Columbia and qualified to do business in the State of Montana or the State of
Wyoming, as the case may be, as a foreign corporation or (ii) incorporated and existing under the
laws of the State of Montana or the State of Wyoming, as the ease may be), 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, shall be the
Company or as a result of the transaction shall assume (either by operation of law or in writing) all
of the obligations of the Company under the Agreement; or (b) convey all or substantially all of its
19
assets to one or more wholly owned subsidiaries of the Company so long as the Company shall remain
in existence and primarily liable on all of its obligations under the Agreement and the subsidiary or
subsidiaries to which such assets shall be so conveyed shall guarantee in writing the performance
of all of the Company’s obligations under the Agreement.DefaultsEach of the following events will constitute an “Event of Default” under the Agreement:
(a) a failure by the Company to make when due any Loan Payment or any payment required
to be made to the Remarketing Agent or the Trustee for the purchase of Bonds, which failure
shall have resulted in an “Event of Default” as described herein in paragraph (a), (b) or(e) under
“THE INDENTURES-DefaUlta”;
(b) a failure by the ~Company to pay when due any other amount required to be paid under
the Agreement or to observe and perform any other covenant, condition or agreement under the
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 Trustee and the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) may agree to in writing) after written notice given to the
Company and the Bank (or the Ohligor on the Alternate Credit Facility, as the case may be) by
the Trustee or to the Company, the Trustee and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) by the Issuer; provided, however, that if such failure is other than
for the payment of money and cannot be corrected within the applicable period, such failure shall
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 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, 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 Agreement (other than its obligations to make when due Loan Payments
and payments to the Remarketing Agent or the Trustee for the purchase of Bonds and its obligation
to maintain its existence), the Company shall not be deemed in default by reason of not carrying out
such agreement or performing such obligation during the continuance of such inability.RemediesUpon the occurrence and continuance of any Event of Default described in (a) or(c) in the second
preceding paragraph, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds shall have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments shall, 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 Agreement and a rescission and annulment of the consequences thereof.
See the Caption “THE INDENTURES-Defaults.”
Upon the occurrence and continuance of any Event of Default under the 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 enforce performance and observance of any obligation, agreement or covenant of the
Company under the Agreement.
Any amounts collected upon an Event of Default under the Agreement will be applied in
accordance with the Indenture.AmendmentsThe Agreement may be amended subject to the limitations contained in the Agreement and in
the Indenture. See the caption “THE INDENrunEs-Amendment of the Agreement.”
20
THE INDENTURESEach Indenture will operate independently of the others, and a default under one Indenture will
not necessarily constitute a default under the others. The Indentures contain substantially identical
terms, and the following is a summary of certain provisions common to the five Indentures. All
references in this summary are to the documents, the Bonds or the Bond Fund relating to each
Indenture.Pledge and SecurityPursuant to the Indenture, the Loan Payments will be pledged by the Issuer to secure the payment
of the principal of, and premium, if any, and interest on, the Bonds and all other amounts payable
under the Indenture. The Issuer will also pledge and assign to the Trustee all its rights and interests
under the Agreement~(other than its rights to indemnification and reimbursement of expenses and
certain other rights), 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 will have a prior
claim on the Bond Fund for the payment of its compensation and expenses and for the repayment
of any advances (plus interest thereon) made by it to effect performance of certain covenants in the
Indenture and the Agreement (except that the Trustee will not have such priority with respect to
amounts deposited in the Bond Fund from amounts drawn under the Letter of Credit or Alternate
Credit Facility).Application of ProceedsProceeds from the sale of the Bonds will be deposited with the trustee for the Prior Bonds and
used for the Refunding.Application of the Bond FundThere is created under the Indenture a Bond Fund and therein established a Principal Account
and an Interest Account. Loan Payments, amounts drawn by the Trustee under the Letter of Credit
(or Alternate Credit Facility, as the case may be) for payment of the principal of, and interest on,
the Bonds when due, and certain other amounts specified in the Indenture are to be deposited in the
appropfiate account in the Bond Fund. While any Bonds are outstanding and except as provided in
an arbitrage regulation agreement for each issue of Bonds among the Trustee, the related Issuer
and the Company, 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 when due, or, in some circumstances, for payment
of the purchase price of the Bonds, subject to the prior claim of the Trustee to the extent described
in ‘THE INDENTURES-Pledge and Security.”
Funds for the payment of the principal of, and premium, if any, and interest on, the Bonds shall
be derived from the following sources in the order of priority indicated:
(a) Available Moneys;
(b) moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may
be; and
(c) any other moneys paid by the Company pursuant to the Agreement or any other moneys
in the Bond Fund.Investment of Funds?%Ioneys in the Bond Fund will, at the direction of the Company, be invested in securities or
obligations specified in the Indenture)&ovided. however, that during the term of the Letter of Credit
(or an Alternate Credit Facility, a&he case may be) moneys drawn under the Letter of Credit (or
an Alternate Credit Facility, as the case may be) shall be invested by the Trustee only in Government
Obligations (as defined in the Indenture) with a term not exceeding 30 day&All income or other gain
from such investments will be credited, and any loss will be charged, to the,&rti%ular fund or account
from which the investments were made.21
Defaults
Each of the following events will constitute an “Event of Default”,under the Indenture:
(a) a failure to pay the principal of, or premium, if any, on, any of the Bonds (other than
Bonds pledged to the Bank (the “Pledged Bonds”)) when the same becomes due and payable at
maturity, upon redemption or otherwise;
(b) a failure to pay an installment of interest on any of the Bonds (other than Pledged Bonds)
for a period of five days after such interest has become due and payable;
(c) a failure to pay amounts due to Owners of the Bonds who have delivered Bonds to the
Remarketing Agent or the Trustee for purchase for a period of five days after such payment
has become due and payable;
(d) the Trustee’s receipt of notice from the Bank not later than the ninth Business Day
following a drawing under the Letter of Credit that the Bank has not been reimbursed for such
drawing;
(e) the Trustee’s receipt of notice 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 (which may be caused by the failure of the Company to comply with any of its
covenants and obligations thereunder);
(f)a failure by the Issuer to observe and perform any other covenant, condition or agreement
contained in the Bonds or the Indenture (other than a failure described in clause (a), (b) or (c)
above), which failure shall continue for a period of 90days after written notice 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 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; and
(g) an “Event of Default” under the Agreement.
Remedies
(i) Upon the occurrence (without waiver or cure) of an Event of Default described in clause (a),
(b) or (e) of the preceding paragraph or an Event of Default described in clause (g) of the preceding
paragraph resulting from an “Event of Default” under the Agreement as described under clause (a)
or(c) of “THE AGREEMENT-Defaults” herein, the Trustee may (and upon the written request of the
Owners of not less than 25% in principal amount of the Bonds then outstanding the Trustee must),
or (ii) upon the occurrence (without waiver or cure) of an Event of Default described in clause (d)
or (e) of the preceding paragraph, the Trustee must, by written notice to the Issuer, the Company
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), declare the Bonds
to be immediately due and payable, whereupon they shall, without further action, become and be
immediately due and payable and, during the period the Letter of Credit (or Alternate Credit Facility,
as the case may be) is in effect, with interest on the Bonds accruing to the Bond Payment Date (as
defined in the Indenture) established by the Trustee pursuant to the Indenture, anything in the
Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof
to the Issuer, the Company and the Bank (or the Obligor on the Alternate Credit Facility, as the ease
may be)
‘&
nd shall give notice by first-class mail thereof to Owners of the Bonds, and the Trustee shall
as prom tly as practicable draw moneys under the Letter of Credit or an Alternate Credit Facility,
as the ease may be, to the extent available thereunder, in an amount sufficient to pay principal of
and accrued interest on the Bonds to the Bond Payment Date.
The provisions described in the preceding paragraph are subject to the condition that if, so long
as no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the Bonds
22
shall have been so declared to he due and payable,tlnd before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall 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 shall 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 shall be
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
shall have become due by said declaration) shall have been remedied, then, in every such case, such
Event of Default shall he deemed waived and such declaration and its consequences rescinded and
annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment
to the Issuer and the Company and shall give notice thereof to Owners of the Bonds by first-class
mail; but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of
Default or impair any right or remedy consequent thereon.
The provisions of the second preceding paragraph are, further, subject to the condition that, if
an Event of Default described in clause(d) or(e) of “THE INDENTURE-Defa&s” shall have occurred
and if the Trustee shall thereafter have received notice from the Bank (or the Ohligor on the Alternate
Credit Facility, as the case may be) (x) that the notice which caused such Event of Default to occur
has been withdrawn and (y) 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 shall be deemed waived and its
consequences rescinded and annulled, and the Trustee shall promptly give written notice of such
waiver, rescission and annulment to the Issuer, the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be), the Company and, prior to conversion to a Fixed Interest Rate, the
Remarketing Agent, and shall give notice thereof to all Owners of the outstanding Bonds (if such
Owners were notified of the acceleration) by first-class mail; but no such waiver, rescission and
annulment shall 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, and upon the written request of the Owners of not less than 25% in principal amount of the Bonds
outstanding and receipt of indemnity to its satisfaction shall, pursue any available remedy to enforce
the rights of the Owners of the Bonds and require the Company, the Issuer or the Bank (or the Obligor
on the Alternate Credit Facility, as the case may be) to carry out its agreements, bring suit upon the
Bonds, require the Issuer to account as if it were the trustee of an express trust for the Owners of
the Bonds or enjoin any acts or things which may be unlawful, or in violation of the rights of the
Owners of the Bonds. 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) 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 under the Indenture or
exercising any trust or power conferred on the Trustee upon furnishing satisfactory indemnity to
the Trustee and provided that such direction shall not result in any personal liability of the Trustee.
No Owner of any Bond will have any right to institute suit to execute 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 has been offered to
the Trustee and the Trustee has not complied with such request within a reasonable time.
23
Notwithstanding any other provision in the Indenture, the right of the Owner of any Bond to
receive payment of the principal of, premium, if any, and interest on his 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 date, will not be impaired or affected without the consent of such Owner of the Bonds.
Defeasance
All or any portions of Bonds (in Authorized Denominations) shall, prior to the maturity or
redemption date thereof, he 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 shall have given, or the Company shall have given to the Trustee in form satisfactory
to it irrevocable instructions to give, notice of redemption of such Bonds or portions thereof;
(b) there shall have been deposited with the Trustee moneys (which constitute Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility) in an amount
as shall be sufficient to pay when due the principal of, premium, if any, and interest due and to
become due (which amount of interest to become due shall be calculated at the Maximum Rate)
on said Bonds or portions thereof on and prior to the redemption date or maturity date thereof,
as the case may be;
(c)in the event said Bonds or portions thereof do not mature and are not to be redeemed
within the next succeeding 30 days, the Issuer at the direction of the Company shall have 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 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 interest on said Bonds or portions thereof; and
(d)the Trustee shall have received written evedence 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, if it applies
to less than all of the Bonds then Outstanding, will not result in a reduction or withdrawal of
the rating on the Bonds by Moody’s or S&P, as the case may be.
Moneys deposited with the Trustee as described above shall not be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of 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, shall, 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
shall be 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 (i) the registration and exchange of Bonds, (ii) the
delivery of Bonds to the Remarketing Agent or the Trustee for purchase and the related obligations
of the Remarketing Agent and the Trustee with respect thereto, (iii) the mandatory redemption of
the Bonds in connection with the expiration of the term of the Letter of Credit (or the Alternate Credit
Facility, as the case may be) and (iv) payment of the Bonds from such moneys, shall 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, further, that the provisions with respect to registration and exchange
of Bonds shall 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 shall not apply and the following two paragraphs
shall be applicable.
24
Any Bond shall 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, acceleration or upon redemption as provided in the
Indenture), either(i) shall have been made or caused to be made in accordance with the terms thereof,
or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably
set aside exclusively for such payment, (1) 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
(2) Government Obligations purchased with Available Moneys or moneys drawn under the Letter of
Credit or an Alternate Credit Facility, as the case may he, 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, and(b) all necessary and proper fees, compensation and expenses of the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made shall have been
paid or the payment thereof provided for to the satisfaction of the Trustee. The provisions of clause
(2) of this paragraph shall 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 caption “THE BONDS-Purchase of Bonds” and (y) the
Company waives, to the satisfaction of the Trustee, its right to convert the interest rate borne by
such Bond. At such times as a Bond shall be deemed to be paid thereunder, as aforesaid, such Bond
shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes
of any such payment from such moneys or Government Obligations.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice
of redemption of such Bonds shall have 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
shall have 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 TrusteeThe Trustee may be removed, and a successor Trustee appointed, (i) by the Issuer, under certain
circumstances, and (ii) with the prior written consent of the Bank (which consent, if unreasonably
withheld, shall not be required), by the Owners of not less than a majority in principal amount of Bonds
at the time outstanding.Modifications and AmendmentsThe Indenture may be modified or amended by supplemental indentures without the consent of
or notice to the Owners of the Bonds 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 under the Indenture or to surrender any right or power reserved or conferred upon the
Issuer which shall not 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 Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend
or supplement the Indenture in any other respect which, in the judgment of the Trustee, is not adverse
to the Owners of the Bonds;@) to change the method for determining the Floating Interest Index
or the Fixed Interest Index, to implement a conversion of an interest rate or to evidence or give effect
to or facilitate the delivery and administration under the Indenture of an Alternate Credit Facility
or a Substitute Letter of Credit; (g) to provide for a depositary to accept tendered Bonds in lieu of
the Remarketing Agent; (h) 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
cause interest on the Bonds to become includible in the gross income of the Owners thereof for
purposes of federal income taxation; (i) to secure or maintain a rating for the Bonds in both the highest
25
short-term or commercial paper debt Rating Category (as defined in the Indenture) and in either of
the two highest long-term debt Rating Categories; and (j) to provide demand purchase obligations
to cause the Bonds to be authorized purchases for Investment Companies. Notwithstanding the
foregoing, notice shall be given to the Owners of the Bonds of any supplemental indenture changing
the method of determining the Floating Interest Index or the Fixed Interest Index.
Except for supplemental indentures entered into for the purposes described in the preceding
paragraph, the Indenture will not be modified or amended without the consent of the Owners of not
less than 60% in aggregate principal amount of Bonds outstanding, who shall have the right to consent
to and approve any supplemental indenture; provided that, unless approved in writing by 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, premium, if any, or interest on any Bond, a change in the
terms of the purchase thereof by the Remarketing Agent or 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 receipts and revenues of the Issuer under the Agreement ranking prior to or
on a parity with the 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 Agreement. No amendment of the
Indenture shall be effective without the prior written consent of the Company and the Bank (or the
Obliger on the Alternate Credit Facility, as the ease may be).
Amendment of the Agreement
Without the consent of or notice to the Owners of the Bonds, the Issuer may amend the
Agreement, and the Trustee may consent thereto, as may be requtred (a) by the provisions of the
Agreement and the Indenture, (b) for the purpose of curing any formal defect, omission, inconsistency
or ambiguity, (c) in connection with any other change therein which is not materially adverse to the
Owners of the Bonds or (d) to secure or maintain a rating for the Bonds in both the highest short-term
or commercial paper debt Rating Category and in either of the two highest long-term debt Rating
Categories. The Issuer and the Trustee will not consent to any other amendment of the Agreement
without the written approval or consent of the Owners of not less than 60% in 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 shall permit, or be construed as permitting, a
change in the obligations of the Company to make Loan Payments or payments to the Trustee or
Remarketing Agent for the purchase of Bonds. No amendment of the Agreement will become effective
without the prior written consent of the Bank (or the Obligor on the Alternate Credit Facility, as the
case may be) and the Company.
UNDERWRITING
E.F. Hutton & Company Inc., as Underwriter, has agreed to purchase the Bonds of each issue
from the Issuer thereof at a purchase price of 100% of the principal amount thereof. The Underwriter
is committed to purchase all of the Bonds of an issue if any are purchased.
The Company has agreed to pay the Underwriter an aggregate fee of $576,450 and indemnify
the Underwriter against certain liabilities, including liabilities under the federal securities laws. The
Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into
investment trusts) and others at prices lower than the offering price stated on the cover page hereof.
After the initial public offering, the public offering price may be changed from time to time by the
Underwriter.
On December 2,1987, Shearson Lehman Brothers Holdings Inc. (“Holdings”), the parent company
of Shearson Lehman Brothers Inc. (“Shearson Lehman”) andThe E.F. Hutton Group Inc. (“E.F. Hutton
Group”), the parent company of E.F. Hutton & Company Inc. (“E.F. Hutton”), entered into an
agreement, amended as of December 28,1987 (the “Agreement”), pursuant to which Holdings agreed
to acquire all the outstanding shares of E.F. Hutton Group common stock. Pursuant to a tender offer
for certain of the outstanding shares of E.F. Hutton Group common stock which expired January 12,
1938,32,144,465 shares were tendered and Holdings has agreed to purchase 29,610,OOO shares or 90%
26
of E.F. Hutton Group’s common stock outstanding and available for tender. As permitted by the terms
of the Agreement, Holdings intends to assign its right to purchase the shares to Shearson Lehman.
Following the initial merger of a newly-formed, wholly-owned subsidiary of Shearson Lehman into
E.F. Hutton Group, E.F. Hutton Group will merge into Shearson Lehman as soon as practicable. The
proposed acquisition and merger of E. F. Hutton Group with and into Shearson Lehman is expected
to occur within the first three-quarters of 1988. Upon the effectiveness of the merger of E.F. Hutton
Group with and into Shearson Lehman, the surviving corporation will assume all of the obligations
of E.F. Hutton as Underwriter, as Remarketing Agent and as Indexing Agent with respect to the
Bonds of each issue.
TAX EXEMPTION
The Code contains a number of requirements and restrictions which apply to each issue of Bonds,
including investment restrictions, periodic payments of arbitrage profits to the United States,
requirements regarding the proper use of bond proceeds and the facilities financed therewith, and
certain other matters. The Company and each of the Issuers have covenanted to comply with all
requirements of the Code that must be satisfied in order for the interest on each issue of Bonds to
be excludible from gross income. Failure to comply with certain of such requirements may cause
interest on the related issue or issues of Bonds to become subject to federal income taxation retroactive
to the date of issuance of such Bonds.
Subject to the condition that the Company and the related Issuer comply with the above-
referenced covenants, under present law, in the opinion of Bond Counsel, interest on each issue of
Bonds will 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 related 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 each issue of Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals and
corporations (since 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.
The Code includes provisions for an alternative minimum tax (“AMT”) for corporations. The AMT
is levied for taxable years beginning after December 31,1986 in addition to the regular corporate tax
in certain cases. The AMT, if any, depends upon the corporation’s alternative minimum taxable income
(“AMTI”), which is the corporation’s taxable income with certain adjustments. One of the adjustment
items used in computing AMTI of a corporation (excluding S corporations, Regulated Investment
Companies, Real Estate Investment Trusts and REMICs) is an amount equal to 50% of the excess
of such corporation’s “adjusted net book income” over an amount equal to its AMTI (before such
adjustment item and the alternative tax net operating loss deduction). For taxable years beginning
after 1989, such adjustment item will be 75% of the excess of such corporation’s “adjusted current
earnings” over an amount equal to its AMTI (before such adjustment item and the alternative tax
net operating loss deduction). Both “adjusted net book income” and “adjusted current earnings” would
include all tax-exempt interest, including interest on each issue of Bonds.
In rendering its opinion with respect to each issue of Bonds, Bond Counsel will rely upon
certifications of the Company with respect to certain material facts solely within the Company’s
knowledge about the Project relating to such issue of Bonds and to the application of the proceeds
of such issue of Bonds and the proceeds of the related issue of Prior Bonds.
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 Bonds should consult their tax advisors as to applicability of any such collateral
consequences.
In the opinion of Chapman and Cutler, Bond Counsel, under present Montana law, interest on
the Forsyth Bonds is exempt from individual income taxes imposed by the State of Montana.
21
In the opinion of Chapman and Cutler, Bond Counsel, under present Wyoming law, the State of
Wyoming imposes no income taxes which would be applicable to the Converse Bonds, the Gillette
Bonds or the two issues of the Sweetwater Bonds.
Except as described above, Bond Counsel expresses no opinion as to whether the Bonds will be
subject to any state or local taxes under applicable state or local law. Prospective purchasers of Bonds
should consult their tax advisors regarding the applicability of any such state or local taxes.CERTAIN LEGAL MATTERSThe validity of the Bonds will be passed upon by Chapman and Cutler, Bond Counsel, and the
Underwriter’s obligation to purchase any issue of the Bonds is subject to the issuance of Bond
Counsel’s opinion with respect thereto. Certain legal matters will be passed upon for the Company
by Steel Rives Boley Jones & Grey, as Counsel for the Company, and for the Underwriter by Kutak
Rock & Campbell, as Counsel to the Underwriter. The validity of the Letter of Credit relating to the
Converse Bonds will be passed upon for The Sumitomo Bank, Limited, by its United States counsel,
Preston, Thorgrimson, Ellis & Holman, and by its Japanese counsel, Nishi, Tanaka & Takahashi. The
validity of the Letter of Credit for the Forsyth Bonds will be passed upon for The Industrial Bank
of Japan, Limited, by its United States counsel, Lillick MeHose & Charles, and by its Japanese counsel,
Tokyo Kokusai Law Offices. The validity of the Letter of Credit for the Gillette Bonds will be passed
upon for Deutsche Bank AG by its United States counsel, White & Case, and by its Central Legal
Department. The validity of the Letters of Credit for the Sweetwater Bonds will be passed upon for
National Westminster Bank PLC by its United States counsel, Lillick McHose & Charles, and by its
English counsel, Wilde Sapte.
Chapman and Cutler has represented other parties in matters involving subsidiaries of the
Company where legal fees of Chapman and Cutler have been paid by such subsidiaries.MISCELLANEOUSThe attached Appendices are an integral part of this Official Statement and must be read together
with all of the balance of this Official Statement.
The distribution of this Official Statement has been duly consented to by each Issuer. Each Issuer,
however, has not reviewed and is not responsible for any information set forth herein except that
information under the heading “THE ISSUERS” insofar as it relates to each such Issuer.28
APPENDIX APACIFICORPPaeifiCorp is a diversified enterprise which conducts four separate businesses: electric operations;
telecommunications; mining and resource development; and financial services. To give recognition to
its diversification into areas other than those relating to a regulated utility, the Company’s name was
changed to PaeifiCorp from Pacific Power & Light Company at its annual meeting of stockholders
on June 13,1984. The Company conducts its electric operations under the name of Pacific Power &
Light Company (“Pacific Power”). Pacific Power furnishes electric service in six western states. A
subsidiary of the Company, Pacific Telecom, Inc., provides telecommunications services in Alaska, six
other western states and Wisconsin and is engaged in other nonregulated activities through its
subsidiaries and equity investees. Another subsidiary, NERCO, Inc., is engaged in surface coal and
precious metals mining, minerals and precious metals exploration, and oil and gas exploration and
development in several regions of the United States. Another subsidiary, PacifiCorp Financial Services
Inc., is primarily engaged in the leasing of equipment, secured lending and general investment activity.
The principal executive offices of the Company are located at 1600 Pacific First Federal Center,
851 Southwest Sixth Avenue, Portland, Oregon 97204; the telephone number is [phone].PENDING MERGER1987
The shareholders of PacifiCorp and Utah Power & Light (“UP&L”) approved on December 15,
a merger of both companies into PC/UP&L Merging Corp., an Oregon corporation (to be renamed
“PacitiCorp”). The merger is described in the Joint Proxy Statement/Prospectus of PacifiCorp and
Utah Power & Light Company dated October 29, 1987, filed as a part of a Registration Statement
on Form S-4 with the Securities and Exchange Commission, Registration No. 33.18164, effective
October 29, 1987. PacifiCorp and UP&L are currently seeking the regulatory approvals required to
effect the merger. UP&L is an electric utility with its principal executive offices located in Salt Lake
City, Utah and conducts its electric utility operations in the States of Utah, Idaho and Wyoming.AVAILABLE INFORMATIONThe Company is subject to the informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports, proxy statements and other information with the Securities
and Exchange Commission. Such reports, proxy statements and other information may be inspected
and copied at the offices of the Commission at 460 Fifth Street, N.W., Washington, D.C. 20549; Room
1102, Jacob K. Javits Building, 26 Federal Plaza, New York, New York 10007; Suite 500F, 15757
Wilshire Boulevard, Los Angeles, California 90036; and Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604. Copies of such material may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports, proxy material and other information concerning the Company
may also be inspected at the New York and Pacific Stock Exchanges.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEThe following documents filed by the Company with the Securities and Exchange Commission
are incorporated in this Appendix by reference:
(a) Annual Report on Form l&K for the year ended December 31, 1986.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1987.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1987.
(d) Quarterly Report on Form 10-Q for the quarter ended September 30, 1987.
(e) Proxy statement dated June 4, 1987 relating to the Company’s annual meeting of
stockholders held on July 7, 1987.
(f) Current Reports on Form 8-K dated May 7, 1987 and June 4, 1987.
(g) Registration Statement on Form S-4, effective October 29, 1987.
A-l
All reports filed pursuant to Section 13,14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Official Statement and prior to the termination of the offering made by this Official
Statement shall be deemed to be incorporated by reference in this Appendix A and to be a part hereof
from the date of filing such documents.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Official Statement has been delivered, on the request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated herein by reference, other
than exhibits to such documents. Requests for such copies should be directed to Robert F. Law, Vice
President and Treasurer, PacifiCorp, 1600 Pacific First Federal Center, 851 Southwest Sixth Avenue,
Portland, Oregon 97204. The telephone number is (503) 4646110.
The information contained and incorporated by reference in this Appendix A to the Official
Statement has been obtained from the Company. The Issuers and the Underwriter make no
representation as to the accuracy or completeness of such information.
A-2
APPENDIX BTHE SUMITOMO BANK, LIMITEDThe Sumitomo Bank, Limited (“Sumitomo”) is a Japanese banking corporation organized under
the banking law of Japan. Sumitomo was formally established in 1895, although its earliest beginnings
date back about 400 years to the early 17th century when Masatomo Sumitomo started certain
businesses in the old capital of Kyoto.
The main business of Sumitomo is providing financial services to individuals, corporations and
governments. Such services include accepting deposits, processing short- and medium-term loans,
effecting money transfers and underwriting Japanese government bonds, national and local, as well
as a wide variety of other services in both domestic and international financial markets. With the
growth of the multinational corporation, Sumitomo has expanded its international services well beyond
the traditional areas of foreign trade and exchange.
Sumitomo is the second largest bank in the world as well as in Japan in terms of assets. As of
March 31, 1987, Sumitomo had total assets of approximately U.S. $265 billion, deposits of
approximately U.S. $179 billion, loans and bills discounted outstanding of approximately U.S. $136
billion and total stockholders’ equity of approximately U.S. $5 billion on a consolidated basis.
Sumitomo took its first step into international banking by concluding a correspondent agreement
with an overseas bank to handle remittance from Japanese citizens living in Hawaii. Shortly thereafter,
Sumitomo was among the first Japanese commercial banks to establish an international network. In
1916, Sumitomo established its first overseas branch in San Francisco. Since that time, Sumitomo has
expanded its international network to 16 branches located in New York, London, Hong Kong,
Dusseldorf, Madrid, Singapore, Brussels, Chicago, Seattle, Panama, Seoul, Milan, Barcelona, Houston,
Cayman and San Francisco; 23 representative offices located in Toronto, Vienna, Jakarta, Mexico City,
Tehran, Cairo, Bahrain, Sydney, Buenos Aires, Bangkok, Paris, Beijing, Kuala Lumpur, Melbourne,
Caracas, Zurich, Guangzhou, Atlanta, Stockholm, Frankfurt, Birmingham, Shanghai and Dailian; eight
subsidiaries, The Sumitomo Bank of California, Banco Sumitomo Brasileiro S.A., Sumitomo
International Finance A.G., Sumitomo Finance Overseas, .%A., Sumitomo Finance (Asia) Limited,
Sumitomo Perpetual Australia Limited, Gotthard Bank and Sumitomo Finance (Middle East) E.C.; and
seven principal affiliates. This network is supplemented by correspondent banking relationships with
over 1,500 institutions.
Sumitomo will provide without charge to each person to whom this Official Statement is delivered,
upon the request of any such person, a copy of its Annual Report. Written requests should be directed
to: The Sumitomo Bank, Limited, Seattle Branch, Suite 4600, 1001 Fourth Avenue Plaza, Seattle,
Washington 98154, Attention: Loan Department.
B-l
APPENDIX CTHE INDUSTRIAL BANK OF JAPAN, LIMITEDThe Industrial Bank of Japan, Limited (IBJ) was incorporated as a quasi-governmental financial
institution on March 27,1902, under Japanese law. After World War II, IBJ’s legal status was changed
to that of a private corporation operating under the Long-Term Credit Bank Law, enacted in 1952.
The Long-Term Credit Bank Law provides for the establishment of banks whose specific purpose
is to provide long-term funds for Japanese industry, defined to include loans having maturities of more
than six months. This law further provides that long-term credit banks finance their operations
primarily by the sale of their own debentures. IBJ is also engaged in various securities activities and
provides international banking services, including foreign exchange trading.
IBJ is the oldest and largest of Japan’s long-term credit banks and, in terms of deposits and
debentures, is also one of the largest banks in Japan. According to the July 1987 issue of “Institutional
Investor,” IBJ was the eighth largest bank in the world in terms of assets. On March 31, 1987, on
a nonconsolidated basis, IBJ had total assets of approximately US$194 billion, total loans and bills
discounted outstanding of approximately US$106 billion, total debentures and deposits of approxi-
mately US$154 billion, and total shareholders’ equity of approximately US$3 billion.
In addition to its 24 domestic branches, IBJ has overseas branches in New York, Chicago, London
Singapore, Paris and Hong Kong; an agency in Los Angeles; representative offices in Atlanta, Houston:
San Francisco, Washington, D.C., Bahrain, Bangkok, Beijing, Dalian, Dusseldorf, Frankfurt/Main,
Guangzhou, Jakarta, Kuala Lumpur, Madrid, Melbourne, Mexico City, Panama, Rio de Janeiro, Sao
Paula, Shanghai, Sydney and Toronto; and overseas subsidiaries in New York, London, Frank-
furt/Main, Luxembourg, Zurich, Hong Kong, Toronto, Jakarta, Perth and Curacao. IBJ is publicly
owned, and its shares are listed on the Tokyo Stock Exchange and the Osaka Securities Exchange.
IBJ will provide without charge to each person to whom this Official Statement is delivered, upon
the request of any such person, a copy of its latest Annual Report, prepared in accordance with
Japanese law and accounting principles. Written requests should be directed to: The Industrial Bank
of Japan, Limited, Los Angeles Agency, 800 West Sixth Street, Los Angeles, California 90017,
Attention: PacifiCorp Account Manager.
C l
APPENDIX DDEUTSCHE BANK AGDeutsche Bank AG, New York Branch, is a New York State-licensed branch of Deutsche Bank
AG (the “Bank”). The Bank is West Germany’s largest banking institution. It is the parent company
of a group consisting of commercial banks, mortgage banks, investment banking companies and
specialized institutions. The Bank is represented in over 500 towns and cities in the Federal Republic
of Germany through a network of more than 1,100 branches and through a subsidiary in each of Berlin
and the Saarland. The foreign network of the group, which is worldwide, consists of 15 branches, 17
representative offices and 12 wholly-owned subsidiaries of the Bank, including Deutsche Bank (Asia)
AC with 16 branches and subsidiaries, and Banca d’America e d’Italia S.p.A., Milan, of which the Bank
holds 98.3% of the voting shares, with 2 subsidiaries and 99 branches.
As of December 31, 1986, the group had total assets of DM257.2 billion (US$133.8 billion), total
loans of DM179.8 billion (US$93.5 billion), total funds from outside sources of DM233.8 billion (US$121.6
billion) and capital and reserves of DM1O.O billion (US$5.2 billion).
Upon request therefor, the Bank will provide without charge to each person to whom this Official
Statement is delivered a copy of the Annual Report of the Bank, which contains the consolidated
statements of the Bank for the fiscal year ended December 31, 1986. Written requests should be
directed to: Deutsche Bank AG, New York Branch, Post Office Box 890, New York, New York 10101,
Attention: Management.
D-l
APPENDIX ENATIONAL WESTMINSTER BANK PLCNational Westminster Bank PLC (the “Bank”), together with its subsidiaries (the “Group”), is
engaged in a wide range of banking, financial and related activities in the United Kingdom and
throughout the world.
Based on consolidated total assets and deposits, the Group was the largest banking group in the
United Kingdom at December 31,1986 and is among the larger international banking groups in the
world. At December 31,1986 the Group reported consolidated total assets of 583.3 billion, consolidated
total deposits off 69.3 billion and consolidated ordinary shareholders’ equity of f4.6 billion. The Group’s
audited financial statements for the fiscal year ended December 31,1986 have been filed on Form 20-F
with the Securities and Exchange Commission.
On July 28, 1987 the Group reported interim pretax profits of f251 million after a charge for
debt provisions of f564 million. The charge for bad and doubtful debts mainly reflects sovereign debt
provisions of f496 million. This brings the Group’s total sovereign debt cover to f886 million, which
is 29.5% of its f3 billion outstandings to 35 problem countries.
The Group currently employs approximately 96,666 people worldwide. Its United Kingdom
operations are conducted directly through the Bank, which is one of the four major London Clearing
Banks, and through three additional banking subsidiaries and other subsidiary companies. Interna-
tional operations are conducted by the Bank and affiliated companies in the United Kingdom and in
36 other countries. The Group’s international business has concentrated on OECD countries and its
exposure to countries with liquidity difficulties is small relative to its total assets.
The Bank announced on August 5, 1987 that it had agreed to a cash purchase of First Jersey
National Corporation, an American banking group in New Jersey, for a purchase price of US@20
million. First Jersey National Corporation is the fourth largest banking group in New Jersey with
114 branches and is a leading institution with state-wide operations. The transaction is expected to
be completed shortly after January 1,1988 subject to, inter alia, approval by the relevant regulatory
authorities and of the terms of the offer by First Jersey National Corporation shareholders.
On November 27,1987 the Bank announced that it had postponed for the time being its proposals
to undertake a public offering in Japan and to list its ordinary shares on the Tokyo Stock Exchange.
This decision has been taken in view of the significant changes which have taken place in the world
equity markets since the middle of October. The position will be kept under review.
In the United Kingdom the Group is supervised by the Bank of England with which periodic
reports are filed, together with other information as required. The Bank’s San Francisco Overseas
Branch is licensed by the State of California Banking Department and is subject to periodic
examination by the Department. By virtue of its ownership of National Westminster Bank USA, the
Bank is also subject to federal reporting requirements as a bank holding company.
E-l
APPENDIX F
ALTERNATIVE INTEREST RATES
The following is a description of the interest rate and purchase provisions of the Bonds while
the Bonds bear a Daily Interest Rate, Weekly Interest Rate, a Monthly Interest Rate, a Tender Rate
or a Fixed Interest Rate. The method by which the interest rate on the Bonds is determined can be
changed as described in the Official Statement under “CONVERSION OF RATE.”
Interest Provisions
Daily Interest Rate.With respect to each day the Bonds are to bear a Daily Interest Rate, the
Daily Interest Rate shall be determined by the Remarketing Agent to be the interest rate which, in
the judgment of the Remarketing Agent, when borne by the Bonds, would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any; provided, however, that (A) with respect to any day that is not
a Business Day, the Daily Interest Rate shall be the same rate as the Daily Interest Rate established
for the immediately preceding Business Day unless the Remarketing Agent is open for business on
such non-Business Day and determines a rate for such non-Business Day, in which case the Bonds
shall bear interest at the rate so determined, and (B) if for any reason a Daily Interest Rate is not
established by the Remarketing Agent or the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law with respect to any day, the Daily Interest Rate for
such day shall equal the Floating Interest Index determined by the Indexing Agent as of such day.
On the basis of such Daily Interest Rates, the Trustee shall calculate the amount of interest payable
during each Interest Period on the Bonds bearing interest at a Daily Interest Rate.Weekly Interest Rate.With respect to each week the Bonds are to bear interest at a Weekly
Interest Rate, the Weekly Interest Rate on the Bonds shall be determined by the Remarketing Agent
by 1200 noon, New York, New York time, on Wednesday of each week to be the interest rate which,
in the judgment of the Remarketing Agent, when borne by the Bonds would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any. While the Bonds bear interest at the Weekly Interest Rate, the
Remarketing Agent shall on the next to the last Business Day of each Interest Period provide in
writing to the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the Trustee
the Weekly Interest Rates in effect during such Interest Period. In the determination of the Weekly
Interest Rate, the following special provisions shall apply:
(1) In the event the Remarketing Agent shall fail or refuse for any week to determine the
Weekly Interest Rate, the Weekly Interest Rate shall be the same as for the next preceding week.__.--
(2) If for any reason (i) a Weekly Interest Rate is not established by the Remarketing Agent
for any two successive weeks or (ii) the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law, the Weekly Interest Rate for such week (or the
second of such successive weeks, in the case of(i) above) shall equal the Floating Interest Index
(as described in the Indenture) determined by the Indexing Agent (initially E.F. Hutton &
Company Inc.) for such week.Monthly Interest Rate.With respect to each Interest Period the Bonds are to bear interest at
a Monthly Interest Rate, the Monthly Interest Rate shall be determined on the first Business Day
of such Interest Period by the Remarketing Agent to be that rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on the first day of such Interest
Period at the principal amount thereof. If for any reason a Monthly Interest Rate is not established
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any Interest Period, the Monthly Interest Rate
for such Interest Period shall equal the Floating Interest Index determined by the Indexing Agent
for such Interest Period.
F-l
Tender Interest Rate.With respect to each Tender Period the Bonds are to bear interest at
a Tender Interest Rate, the Tender Interest Rate shall be determined by the Remarketing Agent as
follows. On the Business Day next preceding the first day of a Tender Period, the Remarketing Agent
shall determine the Tender Interest Rate, which shall be the rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell all of the Bonds on the first day of such Tender
Period at the principal amount thereof.
If for any reason a Tender Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law
with respect to any Tender Period, the Tender Interest Rate for such Tender Period shall equal the
Floating Interest Index determined by the Indexing Agent as of the first day of such Tender Period.
Promptly after the determination of each Tender Interest Rate, the Trustee shall mail a notice
by first-class mail to each Owner of a Bond, at the address shown on the registration books of the
Issuer maintained by the Registrar, advising such Owner of such Tender Interest Rate and of the
Tender Period for which such Tender Interest Rate will be in effect. Failure by the Trustee to give
any such notice by mailing, or any defect therein, shall not affect the Tender Interest Rate to be borne
by the Bonds in any Tender Period.Fixed Interest Rate.The Fixed Interest Rats shall be determined by the Remarketing Agent
as follows. On the Business Day next preceding the effective date of the Fixed Interest Rate, the
Remarketing Agent shall determine the Fixed Interest Rate, which shall be the rate which would be
the minimum interest rate necessary to enable the Remarketing Agent to sell all of the Bonds on
the effective date of the Fixed Interest Rate at the principal amount thereof.
If for any reason the Fixed Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law,
the Fixed Interest Rate shall equal the Fixed Interest Index (as defined in the Indenture) determined
by the Indexing Agent as of the effective date of the Fixed Interest Rate.
Promptly after the determination of the Fixed Interest Rate, the Trustee shall mail a notice by
first-class mail to each Owner of a Bond, at the address shown on the registration books of the Issuer
maintained by the Registrar, advising such Owner of such Fixed Interest Rate. Failure by the Trustee
to give any such notice by mailing, or any defect therein, shall not affect the Fixed Interest Rate to
be borne by the Bonds.Conclusiveness of Determination.The computation of the Floating Interest Index and the
Fixed Interest Index by the Indexing Agent, and the determination of any interest rate by the
Remarketing Agent or the Indexing Agent, shall be conclusive and binding upon the Issuer, the
Trustee, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), the Company,
the Registrar, the Remarketing Agent and the Owners of the Bonds.Purchase Provisions
Purchase on Demand of Owner While Bonds Bear Daily Interest Rate.While the Bonds bear
interest at a Daily Interest Rate, any Bond shall be purchased on the demand of the Owner thereof,
on any Business Day, at a purchase price equal to the principal amount thereof plus accrued interest,
if any, to the date of purchase (provided that if such Business Day occurs prior to the Interest Payment
Date for any Interest Period and after the Record Date in respect thereto, the purchase price will
equal the principal amount thereof plus accrued interest, if any, only from such Record Date to the
date of purchase), upon (A) delivery to the Remarketing Agent (and at the option of an Owner which
is an Investment Company, with a copy to the Trustee) at its Principal Office, by no later than 9:30
a.m., New York, New York time, on such Business Day, of a written notice or a telephonic notice,
promptly confirmed by tested telex, which states the principal amount of such Bond to be purchased
and the date on which the same shall be purchased pursuant to this paragraph, and (B) delivery of
such Bond (with all necessary endorsements) to the Remarketing Agent at its Principal Office, at or
prior to 9:30 a.m., New York, New York time, on the date specified in such notice.Purchase on Demand of Owner While Bonds Bear Weekly Interest Rate.(a) Except as provided in the next sentence, while the Bonds bear interest at a Weekly
Interest Rats, any Bond shall be purchased, on the demand of the Owner thereof, on any
F-2
Wednesday at a purchase price equal to the principal amount thereof plus accrued interest, if
any, to the date of purchase, upon: (i) delivery to the Principal Office of the Remarketing Agent
of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent, in which case
written notice delivered to the Principal Office of the Trustee shall be required) by lo:00 a.m.,
New York, New York time, on the Tuesday preceding such Wednesday, which states the
aggregate principal amount thereof; (ii) delivery of such Bond (with all necessary endorsements)
and, in the case of a Bond to be purchased prior to the Interest Payment Date for any Interest
Period and after the Record Date in respect thereto, a due-bill, in form satisfactory to the
Remarketing Agent, at the Principal Office of the Remarketing Agent at or prior to 1O:OO a.m.,
New York, New York time, on such Wednesday; provided, however, that such Bond shall be so
purchased only if the Bond so delivered to the Remarketing Agent shall conform in all respects
to the description thereof in the aforesaid notice. In the event that in any week both Monday and
Tuesday are not Business Days, or both Tuesday and Wednesday are not Business Days, there
shall be no purchase pursuant to this paragraph for such week; in all other events, the procedures
described in this paragraph to occur on either Tuesday or Wednesday, should either day not be
a Business Day, shall occur on the next succeeding Business Day. An Owner who gives the notice
set forth in clause (i) above may repurchase the Bonds so tendered with such notice on such
Wednesday if the Remarketing Agent agrees to sell the Bonds so tendered to such Owner. If
such Owner decides to repurchase such Bonds and the Remarketing Agent agrees to sell the
specified Bonds to such Owner prior to delivery of such Bonds as set forth in clause (ii)
hereinabove, the delivery requirement set forth in such clause (ii) shall be waived.
(b) While the Bonds bear interest at a Weekly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent of a written notice (and at the option of an Owner
which is an Investment Company, with a copy to the Trustee) which (i) states the aggregate
principal amount of such Bond and (ii) states the date on which such Bond shall be purchased
pursuant to this subparagraph (b), which date shall be a Business Day not prior to the seventh
day next succeeding the date of the delivery of such notice to the Remarketing Agent; and (2)
delivery of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased
prior to the Interest Payment Date for any Interest Period and after the Record Date in respect
thereto, a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 1O:OO a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.Purchase on Demand of Owner While Bonds Bear Monthly Interest Rate.(a) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Interest Payment Date at a purchase price equal
to the principal amount thereof, upon (1) delivery to the Principal Office of the Remarketing Agent
at or prior to 4:00 p.m., New York, New York time, on the third Business Day prior to such Interest
Payment Date of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent,
in which case written notice delivered to the Principal Office of the Trustee shall be required)
which (i) states the aggregate principal amount of such Bond and (ii) states that such Bond shall
be purchased on such Interest Payment Date pursuant to this subparagraph (a); and (2) the
delivery of such Bond (with all necessary endorsements) at the Principal Office of the Remarketing
Agent at or prior to 1090 a.m., New York, New York time, on such Interest Payment Date;
provided, however, that such Bond shall be so purchased pursuant to this subparagraph (a) only
if the Bond so delivered to the Remarketing Agent shall conform in all respects to the description
thereof in the aforesaid notice. An Owner who gives the notice set forth in clause (1) hereinabove
may repurchase the Bonds so tendered on such Interest Payment Date if the Remarketing Agent
agrees to sell the Bonds so tendered to such Owner. If such Owner decides to repurchase such
Bonds and the Remarketing Agent agrees to sell the specified Bonds to such Owner prior to
F-3
delivery of such Bonds as set forth in clause (2) hereinabove, the delivery requirement set forth
in such clause (2) shall be waived.
(b) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent (and at the option of an Owner which is an Investment
Company, with a copy to the Trustee) of a written notice which (i) states the aggregate principal
amount of such Bond and (ii) states the date on which such Bond shall be purchased pursuant
to this subparagraph (b), which date shall be a Business Day not prior to the seventh day next
succeeding the date of the delivery of such notice to the Remarketing Agent; and (2) delivery
of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased prior
to the Interest Payment Date for any Interest Period and after the Record Date in respect thereto,
a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 10~00 a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.Purchase While Bonds Bear Tender Interest Rate.(a) While the Bonds bear interest at a Tender Interest Rate, any Bond shall be purchased
on the day (which is not a Conversion Date) next succeeding the last day of any Tender Period
(a “Purchase Date”) at a purchase price equal to the principal amount thereof unless the Owner
of the Bond delivers a completed,Bondholder Election Notice (as defined in the Indenture) to the
Principal Office of the Trustee (as defined in the Indenture) or any office designated by the Trustee
between the opening of business on the twenty-first day next preceding the Purchase Date and
the close of business on the seventh day next preceding the Purchase Date (or if such twenty-first
or seventh day is not a Business Day, the next succeeding Business Day). The delivery of a
Bondholder Election Notice by an Owner to retain his Bond is irrevocable and binding on such
Owner and cannot be withdrawn. The Trustee shall give the Remarketing Agent telephonic notice,
promptly confirmed in writing, specifying the principal amount of Bonds for which Bondholder
Election Notices have been received. Not later than the fifteenth day next preceding the Purchase
Date, the Trustee shall give notice by first-class mail to the Owners of the Bonds stating (i) the
last day of the Tender Period, (ii) that the Bonds will be purchased on the Purchase Date unless
the Owner of the Bond de ‘vers a completed Bondholder Election Notice (a copy of which shall
accompany the notice fro
+
he Trustee) to the Trustee as provided in the Indenture between the
opening of business on th twenty-first day and the close of business on the seventh day next
preceding the Purchase Date (or if such seventh day is not a Business Day, the next succeeding
Business Day) and (iii) that after the Purchase Date the Bonds will bear interest at a Tender
Interest Rate for a Tender Period of the same length as the then current Tender Period.
If during any Tender Period the Company fails to deliver to the Trustee a notice of conversion
as described under the caption “CONVERSION OF RATE-Conversion to Fixed Interest Rate, Tender
Interest Rate or Floating Interest Rates,” from and after the Purchase Date the Bonds shall bear
interest at a Tender Interest Rate for a Tender Period of the same length as that ending on the
day immediately preceding such Purchase Date.
Any Owner of a Bond who does not deliver a completed Bondholder Election Notice as
described above must deliver such Bond (with any necessary endorsements) to the Principal Office
of the Trustee, not later than 1O:OO a.m., New York, New York time, on the Purchase Date.
Any Owner who delivers a completed Bondholder Election Notice as described above in order
to retain a portion of a Bond must deliver such Bond (with any necessary endorsements) to the
Principal Office of the Trustee at the same time as the delivery of such Bondholder Election Notice.
If an Owner so elects to retain a portion of a Bond, the Trustee shall, in accordance with the
provisions of the Indenture, deliver to such Owner a principal amount of Bonds in Authorized
Denominations equal to the portion of the Bond so retained.
F-4
(b) Bonds or portions thereof to be purchased as provided in paragraph (a) above which are
not delivered by the Owners thereof to the Trustee as above provided shall nonetheless be deemed
to have been delivered by the Owner thereof for purchase and to have been purchased; provided
that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Thereafter, the Trustee
shall authenticate a new Bond as provided in the Indenture. Moneys deposited with the Trustee
for purchase of Bonds pursuant to the Indenture shall be held in trust in a separate escrow account
(without liability for interest thereon) and shall be paid to the Owners of such Bonds upon
presentation thereof. The Trustee shall within five days after the Purchase Date give written
notice to the Company whether Bonds have not been delivered, and upon direction to do so by
the Company, the Trustee shall give notice by mail to each Owner whose Bonds are deemed to
have been purchased pursuant to the Indenture, which notice shall state that interest on such
Bonds ceased to accrue on the Purchase Date and that moneys representing the purchase price
of such Bonds are available against delivery thereof at the Principal Office of the Trustee. The
Trustee shall hold moneys deposited by the Company or drawn by the Trustee under the Letter
of Credit or an Alternate Credit Facility, as the case may be, for the purchase of Bonds as provided
in the Indenture, without liability for interest thereon, for the benefit of the former Owner of
the Bond on such Purchase Date, who shall thereafter be restricted exclusively to such moneys
for any claim of whatever nature on his part under the Indenture or on, or with respect to, such
Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of
Bonds, if any, within six months after such Purchase Date shall be paid by the Trustee to the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be) to the extent of any
amount payable under the Reimbursement Agreement, and the balance shall be paid by the
Trustee to the Company upon the written direction of the Authorized Company Representative
consented to in writing by the Bank (or the Obligor on the Alternate Credit Facility, as the ease
may be), and thereafter the former owners shall be entitled to look only to the Company for
payment, and then only to the extent of the amount so repaid to the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) and/or the Company, and the Company shall not
be liable for any interest thereon and shall not be regarded as a trustee of such money.
F-5
wau~saiu~) VII 6
Ilo W-B 01 K;p;;
asym “alwM ,shep
0% puog JO hqap
DUB ‘W’e cl, Ka ‘San,
L wfi aa he ~0 (0
tJu!paaaxGq~‘(JJ oy aqou “ax&M ‘yc.j stl
SU!,-S S! LL 3!) 83 01 aqou s!uoqda[al ql!m ‘paM 6UE uo (!!).I0 aqou aq1 U! pa -!aads alsp asnqxnki
uo w-3 014 VII 03 puoa JO b1a.yap pue
%!?,“,“;U:;‘vaya qans 0% a3q-ON uoyaa,3 .‘ap,oq -puoa B sxqap pm pucq s!q daay 01 SausLu a” mqj awp q&is q’r&l L-P
sa[d!llnru
qans Y3‘ aq? PUS awp qms 01 m!.,d
paawq JO m’s*
,bP ?w, ql ~aa.Av?‘aq VII =Y!lo’J H8 ssa,“” ad “0 pamp -“al pamaap spuog
aql uo ‘La’?3 opg v?d 01 P”OB JO baa -.wm oue HY M axl -od’$ubqdai$ ,s& ‘i
WV adI ‘h w (!!).I0 a3you aql ll! pa -!x.ds awp aseqxn3
“0 ‘we 01 Kq va 03 P”W JO hAlla! Due u.J”,“,“,o;;;~~~~;
vJ=waAuI) v3 01 a3yxl “a?)uM ,s.i(ep L 411~ a3 .h ~0 (9
(Is:Lq V8 01 pi:;
I~E:I~ Kq $6 61 axyu 10iI
syoqdala? JO “a?%++,
a.wm Due ‘W’Z
Yl!rn ITa h‘ue uo
‘“anls mu as!?o”5ns J! p’asslp -.I”1paulaa(l ‘rap -“aI M 10” “mlaap JO a?e(l &J ampmaad ~a” aa “0 ‘m’d p 4 vu 07 =!w”quo2dala? JO ua?~!.m Sah!“8 ssa,“” ‘Via co puoa JO Lrmlap M!fi wa d3 aql “0
saldy[nw
WW! 10 oca’~I$
HB arnpnqs ‘,popad rap”a&rasuq JO a?aA au0
a,q ,ap”a&
Po!‘ad JaP”aL mwJw94ll~W4YJaM&a
(PO!J+, &, lu”“I!XW” “Sl,l %a, SpO!&J )“,,)a,q rapua,L pus a,!28 i?lulwl,J
d3
WJq K?!3 yr4.r. M0f.J am q?q ws sauq ,,v:a?oN
aa?sq,-JJ,ad aql awpaaard .iep aq? “0 au!pua spoyad qwom-x!s puaalu! u! aux~ JO poyd at,? ‘a?Vlj Jap”a& e %U!lEaq p”Oa tjXX3 JOJ--pO!JSd J%?pWL ,O dA
alea pmsa3--a3 luasV smgaynmag-vlj md v aseqsmd puemap heu Ha e qxqm uo
“8 aq2 Kq pa-na,as S! qqm (ml aelnyaed e 01 a[qm![dde se ‘s.hp Ygg. 20 sY~-[ ‘“o!lda
s,huedwo3 18 ‘JO Skp O&l) poyd aql ‘p”0~ qma K,J-p,,!X,d ,,3
sP’J!Jad d3 au!qS!l -C,E-W ‘03 aJ”lWp”I W,l U! PaleiS s.wauemd E3q~--sJ~~ZUW2d d3
Po!Jad d3 e JO h8p W3, X,1 ‘%J!P%KUlS ?Xa” h-+7 lSllJ at,? ‘P”Oa L,ZEa JOJ-S&?,J &,Jaq~o”~ OJ 3je.l IsaJqu! aqJ au!u!uu~ap JO poq~aur au0 m0.q “o!sla.A”cn -3 JO step mlmya aqJ,-Qea “o!slanuo~ .I0 rJ3
Kmsso,~
(d3 :aP’JN P’!?!‘JI)
s3aoK do mmuws
PIVWO?Jd d3
JJPIOH P’JW-H8 Kea ssau!snp--ag
aq Lsw mes aqq
se ‘Q!lVd l!paJ3 al=“w,v aql “0 ‘oa![qO .I0 yueg--yueg
‘Spuog aqq pm sa.m~uapu~ aqt ‘paqcm~y2 S! sy2 qay.44 CJ?
qxma~t??s ,e!ayl0 aq? 30 .wpuyma~ a~1 01 aaua.1a3aa bq iC?a.yua s?! u! paygenb SF pue a.mym II! L~emurns s! a[q”% sg? u! pau!~uoa uoyeuno~u~ aq~
378~~ mvmns
m!ld ag qxg a%~“,,;
“o!smmq uadn uo!?dmapag
aw&SJO “0 JJ U) mqohlauqarueSmyd ~8 P’E a%&;hlepus?~ JO I”0 atInSJO “0 JJ, 01 aqa~Ido 01 HB 30 Iq%!?J
‘Kv[!+, qm:, a)e”~a),v 10 l&w3 JO lal,q JO “oqe”!uual JO uo!)e+dxa .T”!pasa,d aa JO adI “0 pm ,-J, uodn ‘SXBS ,,s “1um~dmapag 10 SXt,X”d &lClo?Ep,,S~
.Lyyqexe? ~0 “o!~eymralap JO a,ua~.~“~ao aq$ uodn lnd u! 10 a,oqM u! ‘ale8 par!~ .IO ale8 Papua,,, reaq spuoa a,!qMuoydwapa~
‘~uama?el~ ,~!5’110 aql JO 81 pue ‘1 sa%ed “0 q?.roJ ws po+
KJOpplll?~
u[ Xue J! ‘~saq”! pawm~ snld md jr: 0~ he “0 ‘spuo~ d3 01 $mdsal ql!.w JO ‘(l&2,,yyo~ pue uo!?dmapax [“uo!ldO ‘ramqmqs ale8 pax!~ pue a?ea ,apua&
pasdela she ,sn~
“1: “0 ‘Qed u! JO a,oqM u! ‘as!)ou ,sLep 0~ uodn sam~snqs a)~, Bu!~eo,,,, u,“oydwapag ,e”o!gdO
-J-3 ‘sqluomx alJqep*c EmmS2.1 30 1-d WO9EalJqameSpasdela s&p alIeS“O!W,“J(V3 PW= Pu* 99E/S9&Isa.lq”, panraJv
1 or alJqpue 1hnuep qae3
m!ad aa uo pa%%-ue WiJ &xmJ”!,enTPe :sq-a Isamy UJnuxXeuI oue Ulnlu
qwolu wa JO aa ISJ!d
ql”0u.l mpua s23 wornBu!pamd JOdep wa JO aa IS.l!dl=4 WP hP qlJ!d
gad a8 uo pa%%:-“B awl Isamp!pmm :sava wm,“!W”uqYBuI pue Ulnul ,!“!uI $0 HSJ 01 ZWlO”‘(13 M mpd sbep ,z
wa d3
J! ‘Wmqu! pan~xae snld
-!“!U JO HE.4 sW!lO”auq‘ad 01 ro!ad shp IZ.mpua,ea 30 a$i$‘pan qza JO uoou 21a8 w3alea d3 aq? UO
‘l=XP XF? 02 S! aW Wa~a)“! !,a”2 alep aq? “0 ‘a,qex,dde .md le PuW qans 1134 ol 88 aql aiqma M .kessa~au WJ aql aq 01 vx aql Lq pau!uuawp unwe .,ad ale., aql aq j,!x alw ~sa.,a~u! aqL
ad1 au!-pamad qwxu ,epua auJeS-P 30 .JSP ql”aalJU
aLmSSmpaxszd ~3”P$
JO UO!,,!UI 1s 30 S.UUMO JO “o!ldo le
adI “R %J!pxX -aad ~YOU pau!m~~ap
Bwpamd hp pi;;S! qw IsaJal”! aql qJ!qM “0 .iep ISJ!Javil ql”olu mpua,m %“!aiueSJmaxm d” cl3 WY u!pam wu ha
.qsu+x~ a!~ lawa pma~ ~0 se .~UMO pam2s!h 02 ~~wp 20 ysaq2
da JO h-3,, IS!ioy!8\:‘3883 qxqm U! ‘*Lep P “V,l hSa S! PO&lad d da,$%:, :;yp:yy
d3 JO ,,;“;i:$
Kq adI “0 ‘%X+33 ,[%3 “1
pasunouuv aeg IsaJal”~
“op3”plLl~a~aw!4 wawq
pan :paa P
W!a &, anr?sads -a a! “0 sahmq>(“0!SJ%woa %,!pn[~“!
w~?~ddv JONad qse3K(I[vnuue!maS4vw4a~!ww) ,‘laafi4!eawq a?=3 WJa)“I “!WJ s,p”oa qm3 a8ueq~ JO hauanba+,
(‘l”OJ) amlmqg ‘1
pO!“ad .W,l”a&Jasuo~ JO JsaA au0P”!Jad4w~w&WM -Puu qwwIy-9had3
alea Pax!,4arq rapus&@&I OLZ Wl W SPo!Jad Wd)a,q .lapuaJ, puu a,QJ S”!,w$J
Po!Jad Il=VN J*13* (IdI *ah(Id1
aumgSZWSS3UX2S
=h*ah
alueSXJl8S
W8SXDS
**h*ah
W.l8Sm!Jd s.kp g~=t ;
v=a pue .m”SS ‘JJ ‘VU r’4 l”aruls”,pe JO ay
-cm sari!!! Xueduq w3= *xvp OE Will XU8S**a, 10” I-Jg KUV
WNO> M paqnbau
,asuno3 $0 uo!u!do
llO!SJ%“~30 HB 4 =!WN
a.qLwy3 SauloJaa
“o+Ian”@J qea
pW.EbWX aq “BJ spuoa qwqm
4 ale)i IS~JalUI a28)1 pax!~ 8 JO ale% J~PUSL KUB ‘3~8 au!po(d B 0~ pa2la.4~03 aq ~23 spa 38~=2 ,,a ~1
v=a pue JanssI ‘JJ, ‘ya
02 ayqou 1!M ‘“ix3 NU-SSaux?gauleg -ansIp S‘.h uo3 -+jl %
n”aaulo~ nq arnlanlls JO ,“aluvd”Qy‘I,
IS*“03
ol “o!nwl JO alea
po{ra& rapuaJ,w%Kl~ JO ,saA au0P![e-mail]3 J*P”a,l Yl”ows
qsa Jap”a&(*baa CI‘Z “ml, **a, *popad I”,,, *wx JaP”*,L PUS VW au!rdolJ

4834-1607-6818.6
APPENDIX D

PROPOSED FORMS OF OPINIONS OF BOND COUNSEL

D-1
APPENDIX D

PROPOSED FORMS OF OPINIONS 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

City of Gillette, Campbell County, Wyoming
City Hall
201 East Fifth Street
Gillette, Wyoming 82716
Re: $41,200,000
City of Gillette, Campbell County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988 (the “Bonds”)
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, 1988 (the “Loan Agreement”), between City of Gillette,
Campbell County, Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date
hereof, payment of principal and purchase price of and interest on the Bonds was secured by a
credit facility issued by Barclays Bank PLC, New York Branch (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 Royal Bank of Scotland plc, Connecticut branch (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 the Trust Indenture, dated as of January
1, 1988 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as successor 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.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-2
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
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 conversion of the interest rate on the Bonds from a CP Rate
to a Weekly Interest Rate and the delivery of an Alternate Credit Facility, described in our
opinion dated May 26, 1999 and our opinions dated June 7, 1999, (b) the delivery of an Alternate
Credit Facility, described in our opinion dated September 15, 2004, (c) the delivery of the
amendment to an earlier Alternate Credit Facility, described in our opinion dated November 30,
2005, (d) the delivery of the Existing Letter of Credit, described in our opinion dated May 16,
2012 and (e) 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,

D-3

[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

Sweetwater County, Wyoming
County Courthouse
Green River, Wyoming 82935
Re: $50,000,000
Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988A (the “Bonds”)
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, 1988 (the “Loan Agreement”), between Sweetwater County,
Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date hereof, payment of
principal and purchase price of and interest on the Bonds was secured by a credit facility issued
by Barclays Bank PLC, New York Branch (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
Royal Bank of Scotland plc, Connecticut branch (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 the Trust Indenture, dated as of
January 1, 1988 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as successor 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.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-4
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
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 issuance and delivery of an Alternate Credit Facility,
described in our opinion dated April 24, 2002, (b) the delivery of an Alternate Credit Facility,
described in our opinion dated September 15, 2004, (c) the delivery of the amendment to an
earlier Alternate Credit Facility, described in our opinion dated November 30, 2005, (d) the
delivery of the Existing Letter of Credit, described in our opinion dated May 16, 2012 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,

D-5

[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

Sweetwater County, Wyoming
County Courthouse
Green River, Wyoming 82935
Re: $11,500,000
Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988B (the “Bonds”)
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, 1988 (the “Loan Agreement”), between Sweetwater County,
Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date hereof, payment of
principal and purchase price of and interest on the Bonds was secured by a credit facility issued
by Barclays Bank PLC, New York Branch (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
Royal Bank of Scotland plc, Connecticut branch (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 the Trust Indenture, dated as of
January 1, 1988 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as successor 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.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-6
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
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 conversion of the interest rate on the Bonds from a CP Rate
to a Daily Interest Rate, described in our opinion dated January 26, 1996 and our opinion dated
February 28, 1996, and (b) the issuance and delivery of an Alternate Credit Facility, described in
our opinion dated August 23, 2001, (c) the delivery of an Alternate Credit Facility, described in
our opinion dated September 15, 2004, (d) the delivery of the amendment to an earlier Alternate
Credit Facility, described in our opinion dated November 30, 2005, (e) the delivery of the
Existing Letter of Credit, described in our opinion dated May 16, 2012 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,

4834-1607-6818.6
APPENDIX E

FORMS OF LETTERS OF CREDIT

20315664
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

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

Date: March 26, 2013

Amount: USD 11,745,754.00
Expiration Date: January 23, 2014

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
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, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you (successor to The First National Bank of Chicago), as
Trustee for the benefit of the Bondholders referred to therein, pursuant to which USD
11,500,000.00 in aggregate principal amount of the Issuer’s Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988B (the “Bonds”) were
issued. This Letter of Credit is only available to be drawn upon with respect to Bonds bearing
interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 11,745,754.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) January 23, 2014, 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 (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
2

the Indenture, (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 a fixed interest 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 11,745,754.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 11,500,000.00, 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 245,754.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 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, 3.02, 3.03, 3.04,
3.05 or 3.14 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 as of
our close of business in New York, New York on the ninth 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 not later than the ninth business day following 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 65 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 Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, 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: [ ], 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
4

delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or [ ], 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 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (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, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding 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 (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 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.
5

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.
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.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

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 Royal Bank of
Scotland plc (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 Royal Bank of
Scotland plc (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 Section 3.14 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
Section 3.14 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 Royal Bank of
Scotland plc (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 Royal Bank of
Scotland plc (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 65 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 Royal Bank of Scotland plc
(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 Royal Bank of Scotland plc (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
fixed interest 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 Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater 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 Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

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: Corporate Trust Department

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:

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 ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

20315911
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

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

Date: March 26, 2013

Amount: USD 42,080,439.00
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: Corporate Trust Department
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, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between City of
Gillette, Campbell County, Wyoming (the “Issuer”) and you (successor to The First National
Bank of Chicago), as Trustee for the benefit of the Bondholders referred to therein, pursuant to
which USD 41,200,000.00 in aggregate principal amount of the Issuer’s Customized Purchase
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of
Credit is in the total amount of USD 42,080,439.00 (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 (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
2

the Indenture, (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 a fixed interest 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 42,080,439.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 41,200,000.00, 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 880,439.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 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, 3.02, 3.03, 3.04,
3.05 or 3.14 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 as of
our close of business in New York, New York on the ninth 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 not later than the ninth business day following 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 65 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 Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, 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: [ ], 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
4

delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or [ ], 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 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (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, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding 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 (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 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.
5

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.
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.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

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 Royal Bank of
Scotland plc (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 Royal Bank of
Scotland plc (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 Section 3.14 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
Section 3.14 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 Royal Bank of
Scotland plc (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 Royal Bank of
Scotland plc (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 65 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 Royal Bank of Scotland plc
(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 Royal Bank of Scotland plc (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
fixed interest 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 Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
City of Gillette, Campbell 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 Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

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: Corporate Trust Department

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:

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 ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

20302777
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

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

Date: March 26, 2013

Amount: USD 54,832,877.00
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: Corporate Trust Department
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, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you (successor to The First National Bank of Chicago), as
Trustee for the benefit of the Bondholders referred to therein, pursuant to which USD
50,000,000.00 in aggregate principal amount of the Issuer’s Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988A (the “Bonds”) were
issued. This Letter of Credit is only available to be drawn upon with respect to Bonds bearing
interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 54,832,877.00 (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 (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
2

the Indenture, (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 a fixed interest 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 54,832,877.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 50,000,000.00, 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 4,832,877.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 294 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, 3.02, 3.03, 3.04,
3.05 or 3.14 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 as of
our close of business in New York, New York on the ninth 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 not later than the ninth business day following 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 294 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 Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, 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: [ ], 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
4

delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or [ ], 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 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (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, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding 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 (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 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.
5

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.
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.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

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 Royal Bank of
Scotland plc (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 Royal Bank of
Scotland plc (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 Section 3.14 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
Section 3.14 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 Royal Bank of
Scotland plc (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 Royal Bank of
Scotland plc (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 294
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 Royal Bank of Scotland plc
(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 Royal Bank of Scotland plc (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
fixed interest 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 Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater 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 Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

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: Corporate Trust Department

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:

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 ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer