1b5_03-21-13 Sweetwater 90A Supplement to OS.pdf

REOFFERING-NOT A NEW ISSUE
SUPPLEMENT, DATED MARCH 21, 2013, TO OFFICIAL STATEMENT, DATED JULY 24, 1990
The opinion of Chapman and Cutler delivered on July 25, 1990, stated that, subject to compliance by the Company and the Issuer
with certain covenants, under then-existing law (a) interest on the Bonds is not includible in gross income of the Owners thereof for federal
income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a person who is a substantial user
of the 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, as amended) and (b) interest on the Bonds will not be treated as an item of tax preference in computing the alternative
minimum tax for individuals and corporations. Such interest will be taken into account, however, in computing an adjustment used in
determining the alternative minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that under
then-existing law such interest will be exempt from certain Wyoming taxes. Such opinion has not been updated as of the date hereof. In
the opinion of Bond Counsel to be delivered in connection with the delivery of the Replacement Letter of Credit, the delivery of the
Replacement Letter of Credit will not cause the interest on the 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
$70,000,0001
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1990A
(CUSIP 870487 BP92)

MANDATORY PURCHASE DATE: MARCH 25, 2013 DUE: JULY 1, 2015
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made under the Loan Agreement
between the Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015, unless earlier terminated or extended, the Bonds will be supported by an Irrevocable
Transferrable Direct Pay Letter of Credit (the “Replacement Letter of Credit”) issued, with respect to the Bonds by the New York Agency of
THE BANK OF NOVA SCOTIA
Under the Replacement Letter of Credit, the Trustee will be entitled to draw up to (a) an amount sufficient to pay (i) the outstanding unpaid
principal amount of the Bonds or (ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus (b) an amount
sufficient to pay (i) up to 65 days’ accrued interest on the Bonds calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days
or (ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The Replacement Letter of Credit will only be available to be
drawn while the Bonds bear interest at a rate other than a Term 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 are currently supported by a Letter of Credit issued by Barclays Bank PLC , New York Branch (the “Existing Letter of Credit”). On
March 26, 2013, the Replacement Letter of Credit will be delivered to the Trustee in substitution for the Existing Letter of Credit, and the Bonds will not
have the benefit of the Existing Letters of Credit after such substitution.
As of the date hereof, the Bonds bear interest at a Weekly Interest Rate. The Bonds bearing interest at a Weekly Interest Rate are issuable as
fully registered Bonds without coupons, initially in the denomination of $100,000 and integral multiples of $100,000 in excess thereof. Interest on the
Bonds will be payable on the Interest Payment Date applicable to the Bonds. The Depository Trust Company, New York, New York (“DTC”), will
continue to act as a securities depository for the Bonds. The Bonds are registered in the name of Cede & Co., as registered owner and nominee of DTC,
and, except for the limited circumstances described herein, beneficial owners of interests in the Bonds will not receive certificates representing their
interests in the Bonds. Payments of principal of, and premium, if any, and interest on the Bonds will be made through DTC and its Participants and
disbursements of such payments to purchasers will be the responsibility of such Participants.
Certain legal matters related to the delivery of the Replacement Letter of Credit will be passed upon by Chapman and Cutler LLP, Bond Counsel
to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq., counsel to the Company.
The Bonds are reoffered, subject to prior sale and certain other conditions.
CITIGROUP
as Remarketing Agent
1 The Bonds were issued in the aggregate principal amount of $70,000,000, all of which remain outstanding. This Supplement relates to the remarketing, in a secondary
market transaction, of $69,700,000 of the Bonds delivered for mandatory purchase by the owners thereof for purchase on March 25, 2013. Owners of the remaining $300,000 aggregate principal amount of the Bonds have elected to retain such Bonds pursuant to the Indenture. 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 Issuer, the Company or the Remarketing Agent takes any responsibility for the accuracy of such numbers.

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 Issuer, PacifiCorp, The Bank of Nova Scotia 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 Issuer, The Bank of Nova Scotia or PacifiCorp since the date hereof. The Issuer has not and
will not assume any responsibility as to the accuracy or completeness of the information in this Supplement to Official Statement. No
representation is made by The Bank of Nova Scotia as to the accuracy, completeness or adequacy of the information contained in this Supplement
to 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, their responsibilities to investors
under the federal securities laws as applied to the facts and circumstances of the transaction, but the Remarketing Agent does not guarantee the
accuracy or completeness of such information.
TABLE OF CONTENTS
Page
GENERAL INFORMATION ........................................................................................................................................ 1
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT ........................................................... 3
THE LETTER OF CREDIT .......................................................................................................................................... 3
THE REIMBURSEMENT AGREEMENT ................................................................................................................... 4
REMARKETING AGENT .......................................................................................................................................... 11
TAX EXEMPTION ..................................................................................................................................................... 12
MISCELLANEOUS .................................................................................................................................................... 13

APPENDIX A — PACIFICORP
APPENDIX B — THE BANK OF NOVA SCOTIA
APPENDIX C — OFFICIAL STATEMENT DATED JULY 24, 1990
APPENDIX D — PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT

$70,000,000
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1990A

GENERAL INFORMATION
THIS SUPPLEMENT TO OFFICIAL STATEMENT DOES NOT CONTAIN
COMPLETE DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION
WHICH IS SET FORTH IN THE OFFICIAL STATEMENT DATED JULY 24, 1990, 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”), 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 the Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1990A (the “Bonds”) currently outstanding in the aggregate principal amount of
$70,000,000, issued by Sweetwater County, Wyoming (the “Issuer”).
The Bonds were issued pursuant to a Trust Indenture, dated as of July 1, 1990 (the
“Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as Trustee (the “Trustee”). The
proceeds from the sale of the Bonds were loaned to PacifiCorp (the “Company”) pursuant to the
terms of a Loan Agreement dated as of July 1, 1990 (the “Agreement”), between the 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
(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, together with premium, if any, and interest thereon, are limited and not
general, obligations of the Issuer not constituting or giving rise to a pecuniary liability of
the Issuer nor any charge against its general credit or taxing powers nor an indebtedness of
or a loan of credit thereof, shall be payable solely from the Revenues (as defined in the
Indenture and which includes moneys drawn under the Letter of Credit) and other moneys
pledged therefor under the Indenture, and shall be a valid claim of the holders thereof only
against the Bond Fund (as defined in the Indenture), Revenues and other moneys held by
the Trustee as part of the Trust Estate (as defined in the Indenture). The Issuer shall not
be obligated to pay the purchase price of any of the Bonds from any source.

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No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement contained in the Indenture, against any past, present or future
officer or employee of the Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of
and in consideration for the execution of the Indenture and the issuance of the Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the Letter of Credit, dated May 16, 2012 (the “Existing Letter of Credit”) and issued by Barclays
Bank PLC, New York Branch (the “Prior Bank”), with respect to the Bonds, which has
supported payment of the principal, interest and purchase price of the Bonds since the date the
Existing Letter of Credit was issued. Pursuant to the Indenture, the Company has elected to
replace the Existing Letter of Credit with an Irrevocable Transferrable Direct Pay Letter of
Credit (the “Letter of Credit”) to be issued by The Bank of Nova Scotia, a bank organized under
the laws of Canada, acting through its New York Agency (the “Bank”). The Letter of Credit will
be delivered to the Trustee on March 26, 2013 (the “Effective Date”) and, after such date, the
Bonds will not have the benefit of the Existing Letter of Credit.
With respect to the Bonds, the Trustee will be entitled to draw under the Letter of Credit
up to (a) an amount sufficient to pay (i) the outstanding unpaid principal amount of the Bonds or
(ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal
amount plus (b) an amount sufficient to pay (i) up to 65 days’ accrued interest on the Bonds
(calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The
Letter of Credit will only be available to be drawn on with respect to related Bonds bearing
interest at a rate other than a Term Interest Rate (as defined in the Indenture).
After the date of delivery of the Letter of Credit, the Company is permitted under the
Agreements and the Indenture to provide a substitute letter of credit (the “Substitute Letter of
Credit”), which is issued by the same Bank that issued the then existing Letter of Credit and
which is identical to such Letter of Credit except for (i) an increase or decrease in the Interest
Coverage Rate (as defined in the Indenture), (ii) an increase or decrease in the Interest Coverage
Period (as defined in the Indenture) or (iii) any combination of (i) and (ii). As used hereafter,
“Letter of Credit” shall, unless the context otherwise requires, mean such Substitute Letter of
Credit from and after the issuance date thereof. The Company also is permitted under the
Agreement and Indenture to provide for the delivery of an alternate credit facility, including a
letter of credit of a commercial bank or a credit facility from a financial institution, or any other
credit support agreement or mechanism arranged by the Company (which may involve a letter of
credit or other credit facility or first mortgage bonds of the Company or an insurance policy), the
administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. See “THE LETTER OF CREDIT” and the Official Statement
under the caption “THE BONDS —Purchase of Bonds.”

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Prior to the delivery of the Letter of Credit, the Bonds were bearing interest at a Weekly
Interest Rate. Following the delivery of the Letter of Credit, the Bonds will continue to bear
interest at a Weekly Interest Rate; subject to the right of the Company to cause the interest rate
on the Bonds to be converted to other interest rate determination methods as described in the
Official Statement.
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof.
Brief descriptions of the Issuer, the Bonds, the Letter of Credit, the Reimbursement
Agreement, the Agreement and the Indenture are included in this Supplement to Official
Statement, including the Original Official Statement attached as Appendix C hereto. Information
regarding the business, properties and financial condition of the Company is included in
Appendix A attached hereto. A brief description of the Bank is included as Appendix B hereto.
The descriptions herein of the Agreement, the Indenture, the Letter of Credit and the
Reimbursement Agreement are qualified in their entirety by reference to such documents, and
the descriptions herein of the Bonds are qualified in their entirety by reference to the forms
thereof and the information with respect thereto included in the aforesaid documents. All such
descriptions are further qualified in their entirety by reference to laws and principles of equity
relating to or affecting the enforcement of creditors’ rights generally. Copies of such documents
may be obtained from the principal corporate trust office of the Trustee in Chicago, Illinois and
at the principal offices of the Remarketing Agent in New York, New York. The letter of credit
described in the Original Official Statement is no longer in effect and the information in the
Original Official Statement with respect thereto should be disregarded.
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT
The following is a brief summary of certain provisions of the Replacement Letter of
Credit and that certain Letter of Credit and Reimbursement Agreement, dated March 26,
2013, as amended and supplemented, between the Company and The Bank of Nova Scotia
(together with all related documents, the “Reimbursement Agreement”). This summary is not a
complete recital of the terms of the Replacement Letter of Credit or the Reimbursement
Agreement and reference is made to the Replacement Letter of Credit or the Reimbursement
Agreement, as applicable, in its entirety.
THE LETTER OF CREDIT
The Replacement Letter of Credit will be an irrevocable direct pay obligation of the Bank
to pay to the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount
sufficient to pay (i) the outstanding unpaid principal amount of the applicable Bonds or (ii) the
portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus
(b) an amount sufficient to pay (i) up to 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 Letter of Credit will only be available to be drawn while the Bonds
bear interest at a rate other than a term interest rate pursuant to the Indenture. The Replacement
Letter of Credit will be substantially in the form attached hereto as Appendix E. The
Replacement Letter of Credit will be issued pursuant to a Letter of Credit Reimbursement

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Agreement, dated March 26, 2013 (the “Reimbursement Agreement”), between the Company
and the Bank.
The Bank’s obligation under the Replacement Letter of Credit will be reduced to the
extent of any drawings thereunder. However, with respect to a drawing by the Trustee to enable
the Remarketing Agent or the Trustee to pay the purchase price of the Bonds delivered for
purchase and not remarketed by the Remarketing Agent, such amounts shall be immediately
reinstated upon reimbursement. With respect to a drawing by the Trustee for the payment of
interest only on the Bonds, the amount that may be drawn under the Replacement Letter of
Credit will be automatically reinstated 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
Indenture, the Trustee will be entitled to draw on the Replacement Letter of Credit, if it is then in
effect, to the extent of the aggregate principal amount of the Bonds outstanding, plus up to
65 days’ interest accrued and unpaid on the Bonds (less amounts paid in respect of principal or
interest for which the Replacement Letter of Credit has not been reinstated).
The Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015 (such
date, as it may be extended as provided in such Replacement Letter of Credit, the “Scheduled
Expiration Date”), (b) four (4) Business Days following the Trustee’s receipt of (i) written notice
from the Bank that an event of default has occurred under the Reimbursement Agreement or
(ii) a Non-Reinstatement Notice, (c) the date that the Trustee informs the Bank that the
conditions for termination of the Replacement Letter of Credit as set forth in the Indenture have
been satisfied and that the Replacement Letter of Credit has terminated in accordance with its
terms, (d) the date that is 15 days after the conversion of the Bonds to a term interest rate and
(e) the date of a final drawing under the Replacement Letter of Credit.
REIMBURSEMENT AGREEMENT
General. The Company has executed and delivered the Reimbursement Agreement
requesting that the Bank issue an irrevocable direct pay letter of credit for the Bonds and
governing the issuance thereof. The Replacement Letter of Credit is issued pursuant to the
Reimbursement Agreement.
Under the Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the Replacement Letter of Credit, to pay certain fees and expenses, to
pay interest on any unreimbursed drawings or other amounts unpaid, and to reimburse the Bank
for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Reimbursement
Agreement, as applicable, that are not otherwise defined in this Supplement will have the
meanings set forth below.

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

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

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

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“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.
Events of Default. Any one or more of the following events (whether voluntary or
involuntary) constitute an event of default (an “Event of Default”) under the Reimbursement
Agreement:
(a) (i) Any principal of any Reimbursement Obligation is not paid when due
and payable or (ii) any interest on any Reimbursement Obligation or any fees or other
amounts payable under the Reimbursement Agreement or under any other Credit
Document is not paid within five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company in the
Reimbursement Agreement or by the Company (or any of its officers) in any Credit
Document or in connection with any Related Document or any document delivered
pursuant to such documents proves to have been incorrect in any material respect when
made; or
(c) (i) The Company fails to (A) preserve, and to cause its Material
Subsidiaries to preserve, their corporate, partnership or limited liability company
existence, (B) cause all Bonds that it acquires to be registered in accordance with the
Indenture and the Custodian Agreement in the name of the Company or its nominee,
(C) maintain a required debt to capitalization ratio or (D) observe certain covenants
relating to restrictions on liens, mergers, asset sales, use of proceeds, optional redemption
of the Bonds, amendments to the Indenture and amendments to the Official Statement (as
defined in the related Reimbursement Agreement), all in accordance with the
Reimbursement Agreement or (ii) the Company fails to perform or observe any other
term, covenant or agreement contained in the Reimbursement Agreement or any other
Credit Document or Related Document on its part to be performed or observed if such
failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of the Reimbursement Agreement or any other
Credit Document or Related Document to which the Company is a party shall at any time
and for any reason cease to be valid and binding upon the Company, except pursuant to
the terms thereof, or is declared to be null and void, or the validity or enforceability is
contested in any manner by the Company or any Governmental Authority, or the
Company denies in any manner that it has any or further liability or obligation under the

9
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under the Reimbursement Agreement)
that is outstanding in a principal amount in excess of $100,000,000 in the aggregate when
due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure continues after any applicable grace period
specified in the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any such
Debt and shall continue after any applicable grace period, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of
$100,000,000 to the extent not paid or insured shall be rendered against the Company or
any Material Subsidiary and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts
as they become due, or admits in writing its inability to pay its debts generally, or makes
a general assignment for the benefit of creditors; or any proceeding is instituted by or
against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this paragraph; or
(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

10
of the Company, calculated on a fully diluted basis (each, a “Change of Control”);
provided that, in each case, such failure shall not constitute an Event of Default unless
and until a Rating Decline has occurred;
(j) Any “Event of Default” under and as defined in the Indenture shall have
occurred and be continuing; or
(k) Any approval or order of any Governmental Authority related to any
Credit Document or any Related Document shall be (i) rescinded, revoked or set aside or
otherwise cease to remain in full force and effect or (ii) modified in any manner that, in
the opinion of the Bank, could reasonably be expected to have a material adverse effect
on (A) the business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, (B) the legality, validity or
enforceability of any of the Credit Documents or the Related Documents to which the
Company is a party, or the rights, remedies and benefits available to the parties
thereunder or (C) the ability of the Company to perform its obligations under the Credit
Documents or the Related Documents to which the Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental
Authority shall occur which has the effect of making the transactions contemplated by the
Credit Documents or the Related Documents unauthorized, illegal or otherwise contrary
to Applicable Law; or
(m) The Custodian Agreement after delivery under the Reimbursement
Agreement, except to the extent permitted by the terms thereof, fails or ceases to create
valid and perfected Liens in any of the collateral purported to be covered thereby, subject
to certain cure rights.
Remedies. If an Event of Default occurs under a Reimbursement Agreement and is
continuing, the Bank may (a) by notice to the Company, declare the obligation of the Bank to
issue the Replacement Letter of Credit to be terminated, (b) give notice to the Trustee (i) under
the Indenture that such Replacement Letter of Credit will not be reinstated following a drawing
for the payment of interest on the Bonds 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 the Reimbursement Agreement or any other Credit Document to be
forthwith due and payable, which will cause all such principal, interest and all such other
amounts to become due and payable, without presentment, demand, protest, or further notice of
any kind, all of which are expressly waived by the Company and (d) in addition to other rights
and remedies provided for in the Reimbursement Agreement or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in
subpart (g) or (i) under the heading “Events of Default,” above, shall have occurred,
automatically, (x) the obligation of the Bank under the Reimbursement Agreement to issue the
Replacement Letter of Credit shall terminate, and (y) all Reimbursement Obligations, all interest
thereon and all other amounts payable under the Reimbursement Agreement or under any other

11
Credit Document will become due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are expressly waived by the Company.
REMARKETING AGENT
General. Citigroup Global Markets 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, the Remarketing
Agent is required to determine the applicable rate of interest that, in its judgment, is the lowest
rate that would permit the sale of the Bonds bearing interest at the applicable interest rate at par
plus accrued interest, if any, on and as of the applicable interest rate determination date. The
interest rate will reflect, among other factors, the level of market demand for the Bonds

12
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances, the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
TAX EXEMPTION
The opinion of Chapman and Cutler delivered on July 25, 1990 stated that, subject to
compliance by the Company and the Issuer with certain covenants made to satisfy pertinent
requirements of the Internal Revenue Code of 1954, as amended, and the Internal Revenue Code
of 1986, under then-existing law, interest on the Bonds is not includible in gross income of the
owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the related project or
facilities or any person considered to be related to such person (within the meaning of
Section 103(b)(13) of the Internal Revenue Code of 1954), and the interest on the Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals
and corporations (because the Prior Bonds were issued prior to August 8, 1986). Such interest
will be taken into account, however, in computing an adjustment used in determining the
alternative minimum tax for certain corporations. As indicated in such opinions, the failure to
comply with certain of such covenants of the applicable Issuer and the Company could cause the
interest on the Bonds to be included in gross income retroactive to the date of issuance of the
Bonds. Chapman and Cutler LLP (“Bond Counsel”) has made no independent investigation to
confirm that such covenants have been complied with.
Bond Counsel will deliver an opinion for the Bonds in connection with delivery of the
Letter of Credit, in substantially the form attached hereto as Appendix D, to the effect that the
delivery of the Letter of Credit (i) is authorized under and complies with the terms of the
Agreement and (ii) will not impair the validity under the Act of the Bonds or will not cause the

13
interest on the 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 relating to its opinion dated July 25, 1990 subsequent to
its issuance other than with respect to the Company in connection with (a) the delivery of an
Irrevocable Transferrable Direct Pay Letter of Credit, described in its opinion dated as of
July 19, 2000, (b) delivery of an earlier Letter of Credit, described in its opinion dated
September 15, 2004, (c) delivery of an amendment to such earlier Letter of Credit, described in
its opinion dated November 30, 2005, (d) delivery of the Existing Letter of Credit, described in
its opinion dated May 16, 2012 and (e) delivery of the Letter of Credit described herein. The
opinion delivered in connection with delivery of the Letter of Credit is not to be interpreted as a
reissuance of the original approving opinion as of the date of this Supplement to 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 ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS
NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO OFFICIAL STATEMENT.

A-1

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

The information contained in this Appendix relates to and has been obtained from
Scotiabank. The delivery of the Official Statement shall not create any implication that there has
been no change in the affairs of The Bank of Nova Scotia since the date hereof, or that the
information contained or referred to in this Appendix is correct as of any time subsequent to its
date.
APPENDIX C
OFFICIAL STATEMENT DATED JULY 24, 1990

4814-9063-3491.6
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

D-1
APPENDIX D

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

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

Sweetwater County, Wyoming
County Courthouse
50 East Flaming Gorge Way
Green River, Wyoming 82935
Re: $70,000,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1990A (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 July 1, 1990 (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
Bank of Nova Scotia, New York Agency (the “Bank”), for the benefit of the Trustee (defined
below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of July 1,
1990 (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 delivery of an Irrevocable Letter of Credit, described in our
opinion dated as of July 19, 2000, (b) the delivery of an Irrevocable Transferrable Direct Pay
Letter of Credit, described in our opinion dated September 15, 2004, (c) the delivery of the
amendment to an earlier Letter of Credit, 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,

4814-9063-3491.6
APPENDIX E

FORM OF LETTER OF CREDIT

20317628
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

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

Date: March 26, 2013

Amount: USD 71,495,891.00
Expiration Date: March 26, 2015

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

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of July 1, 1990 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 70,000,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1990A (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 term interest rate pursuant to the Indenture. This Letter of
Credit is in the total amount of USD 71,495,891.00 (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 term 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 71,495,891.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 70,000,000.00, 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 1,495,891.00, 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
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 no 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 Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
4

written notice 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 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.

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

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

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

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

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

EXHIBIT 4
REDUCTION CERTIFICATE

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

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

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
term 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 Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

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

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of July 1, 1990 (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 Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

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

Beneficiary:

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

Applicant:

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

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

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

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

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer