1d7_03-27-13 Composite 1994 Series Supplement.pdf

SUPPLEMENT DATED MARCH 27, 2013 TO REOFFERING CIRCULAR DATED NOVEMBER 11, 2008
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
(CUSIP 140890 AD61) (CUSIP 212491 AM6*) (CUSIP 291147 CE4*)

(CUSIP 533485 AZ1*) (CUSIP 607874 CM4*) (CUSIP 870487 CF0*)
This Supplement amends and supplements the accompanying Reoffering Circular dated November 11, 2008 (the
“Reoffering Circular”) with respect to the above-captioned bond issues (respectively, the “Carbon Bonds,” the “Converse
Bonds,” the “Emery Bonds,” the “Lincoln Bonds,” the “Moffat Bonds” and the “Sweetwater Bonds,” and, collectively,
the “Bonds”).
Effective March 27, 2013, the Letters of Credit will be extended in accordance with their terms to and will expire
on March 27, 2015, except that the Letter of Credit for the Moffat Bonds will not be extended and will expire on
November 19, 2013. The Letters of Credit will not be amended or otherwise changed except to effect such extensions. On
March 27, 2013, the Company will transfer its obligations in respect of each Letter of Credit and related Letter of Credit
Agreement from the $800,000,000 Amended and Restated Credit Agreement dated July 6, 2006 (as amended by the First
Amendment dated April 15, 2009 and the Second Amendment dated as of January 6, 2012) among the Company, the
financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Royal Bank of
Scotland plc, as Syndication Agent, to which the Company previously transferred its obligations from the 2007 Credit
Agreement described under “THE LETTERS OF CREDIT AND THE CREDIT AGREEMENTS—Credit Agreements” in
the Reoffering Circular, to the $600,000,000 Credit Agreement dated as of March 27, 2013 among the Company, the
initial lenders and letter of credit issuers named therein and JPMorgan Chase Bank, N.A., as administrative agent and as
swingline lender (the “2013 Credit Agreement”). The Letter of Credit Agreements will be amended effective March 27,
2013 to reflect the transfer of the Company’s obligations thereunder to the 2013 Credit Agreement. From and after
March 27, 2013, the term “Credit Agreement” in the Reoffering Circular shall mean and refer to the 2013 Credit
Agreement, and the term “Letter of Credit Agreement” shall mean and refer to the Letter of Credit Agreements as so
amended.
Descriptions of PacifiCorp and of Wells Fargo Bank, National Association are attached as Appendices A and B,
respectively, to the Reoffering Circular in lieu of the original Appendices A and B.
Each Remarketing Agent has provided the following sentence (but only with respect to the Bonds for which it is
Remarketing Agent) for inclusion in this Supplement: The Remarketing Agent has reviewed the information in this
Supplement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied
to the facts and circumstances of the transaction, but the Remarketing Agent does not guarantee the accuracy or
completeness of such information. Wells Fargo Bank, National Association has provided the following sentence with
respect to the Emery Bonds: Wells Fargo Bank, National Association is serving as both remarketing agent and letter of
credit provider for the Emery Bonds.
The Company has approved this Supplement for distribution by the Remarketing Agents to current Bondholders
and potential purchasers of the Bonds. THE ISSUERS MAKE NO REPRESENTATION WITH RESPECT TO AND
HAVE NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS SUPPLEMENT.
Merrill Lynch, Pierce, Fenner &
Smith Inc.
Morgan Stanley Wells Fargo Bank, National
Association

1 Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The
McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service.
CUSIP numbers are provided for convenience of reference only. None of the Issuers, the Company or the Remarketing Agents take any
responsibility for the accuracy of such numbers.
NOT NEW ISSUES
Book-Entry Only
The opinions of Chapman and Cutler, Bond Counsel, delivered on November 17, 1994, state that, subject to compliance by the Company and the
Issuers with certain covenants, in the opinion of Chapman and Cutler, Bond Counsel, under then existing law (a) interest on the Bonds is not includible in
gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a
person who is a substantial user of the 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 is not treated as an item of tax preference in computing the alternative minimum
tax for individuals and corporations. However, such interest is taken into account in computing the corporate alternative minimum tax. Such opinions of
Bond Counsel were also to the effect that under then existing law (a) interest on the Emery Bonds and Carbon Bonds is exempt from taxes imposed by the
Utah Individual Income Tax Act, (b) the State of Wyoming imposes no income taxes that would be applicable to interest on the Converse Bonds, the Lincoln
Bonds or the Sweetwater Bonds and (c) interest on the Moffat Bonds is not included in Colorado taxable income for purposes of the income tax imposed by
the State of Colorado pursuant to Article 22 of Title 39 of the Colorado Revised Statutes, as amended. Such opinions have not been updated as of the date
hereof. See “TAX EXEMPTION” herein for a more complete discussion.
COMPOSITE REOFFERING
$216,470,000
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
Dated: Original Date of Delivery Due: See Inside Cover
The Bonds of each issue described in this Reoffering Circular are limited obligations of the respective Issuers and, except to the extent payable
from Bond proceeds and certain other moneys pledged therefor, are payable solely from and secured by a pledge of payments to be made under separate
Loan Agreements entered into by the respective Issuers with, and secured by First Mortgage Bonds issued by,
PacifiCorp
On November 19, 2008, the Bonds of each issue will be remarketed and will bear interest at a Weekly Interest Rate payable the first Business
Day of each month commencing December 1, 2008. The initial Weekly Interest Rate and each subsequent Weekly Interest Rate to be borne by the each
issue of the Bonds will be determined by the applicable Remarketing Agent. Thereafter, the interest rate on the Bonds may be changed from time to time to
Daily, Weekly, Flexible or Term Interest Rates, designated and determined as described herein. The Bonds are subject to purchase at the option of the
owners thereof and, under certain circumstances, are subject to mandatory purchase in the manner and at the times described herein. The Bonds are subject
to optional and mandatory redemption prior to maturity as described herein.
Following the remarketing of the Bonds on November 19, 2008, the payment of the principal of and interest on each issue of the Bonds and the
payment of the purchase price of each issue of the Bonds tendered for purchase and not remarketed will be supported by a separate irrevocable Letter of
Credit issued by Wells Fargo Bank, National Association, to The Bank of New York Mellon Trust Company, N.A., as Trustee, for the benefit of the
registered holders of the related Bonds.
Wells Fargo Bank, National Association
Each Letter of Credit will expire by its terms on November 19, 2009, unless it expires earlier in accordance with its terms. Each Letter of Credit
will be automatically extended to November 19, 2010, unless the Trustee receives notice of the Bank’s election not to extend on or before October 20, 2009.
Each Letter of Credit may be replaced by an Alternate Credit Facility as permitted under the separate Indentures and Loan Agreements. Unless a Letter of
Credit is extended before its scheduled expiration date, the related Bonds will be subject to mandatory tender for purchase prior to such expiration date. THIS
REOFFERING CIRCULAR ONLY PERTAINS TO THE BONDS WHILE THEY ARE SECURED BY THE LETTERS OF CREDIT PROVIDED BY THE BANK.
The Bonds are issuable as fully registered Bonds without coupons and will be registered in the name of Cede & Co., as registered owner and
nominee for The Depository Trust Company, New York, New York. DTC initially will act as securities depository for the Bonds. Only beneficial interests
in book-entry form are being offered. The Bonds are issuable during any Weekly Interest Rate Period in denominations of $100,000 and any integral
multiple thereof (provided that one Bond need not be in a multiple of $100,000 but may be in such denomination greater than $100,000 as is necessary to
account for any principal amount of the Bonds not corresponding directly with $100,000 denominations). So long as Cede & Co. is the registered owner of
the Bonds, as nominee for DTC, the principal of and premium, if any, and interest on the Bonds will be paid by the Trustee directly to DTC, which will, in
turn, remit such amounts to DTC participants for subsequent disbursement to the beneficial owners of the Bonds. See “THE BONDS—Book-Entry System.”
Price 100%
The Bonds of each issue are reoffered by the Remarketing Agents referred to below, subject to withdrawal or modification of the offer without
notice and certain other conditions. At the time of the original issuance and delivery of each issue of the Bonds, Chapman and Cutler, Bond Counsel to the
Company, delivered its opinion as to the legality of such issue of Bonds. Such opinions spoke only as to their respective dates of delivery and will not be
reissued in connection with this reoffering. Certain legal matters in connection with the reoffering will be passed upon by Chapman and Cutler LLP, Bond
Counsel to the Company. Certain legal matters in connection with the remarketing will be passed upon for PacifiCorp by Paul J. Leighton, Esq., counsel to
the Company. Certain legal matters will be passed upon for the Remarketing Agents by King & Spalding LLP. It is expected that delivery of the Bonds will
be made through the facilities of DTC in New York, New York, on or about November 19, 2008.
Banc of America Securities LLC Morgan Stanley
Wells Fargo Brokerage Services, LLC
November 11, 2008
COMPOSITE REOFFERING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
$9,365,000
Carbon County, Utah
Series 1994
Due: November 1, 2024
$8,190,000
Converse County, Wyoming
Series 1994
Due: November 1, 2024
$121,940,000
Emery County, Utah
Series 1994
Due: November 1, 2024
$15,060,000
Lincoln County, Wyoming
Series 1994
Due: November 1, 2024
$40,655,000
Moffat County, Colorado
Series 1994
Due: May 1, 2013
$21,260,000
Sweetwater County,
Wyoming
Series 1994
Due: November 1, 2024
This reoffering is for six issues with separate Issuers and Remarketing Agents in respect of each issue as
follows:
ISSUER AMOUNT REMARKETING AGENT CUSIP
Carbon County $ 9,365,000 Morgan Stanley & Co. Incorporated 140890 AD6
Converse County 8,190,000 Banc of America Securities LLC 212491 AM6
Emery County 121,940,000 Wells Fargo Brokerage Services, LLC 291147 CE4
Lincoln County 15,060,000 Banc of America Securities LLC 533485 AZ1
Moffat County 40,655,000 Morgan Stanley & Co. Incorporated 607874 CM4
Sweetwater County 21,260,000 Morgan Stanley & Co. Incorporated 870487 CF0
No broker, dealer, salesman or other person has been authorized to give any information or to make any
representations other than those contained in this Reoffering Circular in connection with the offering made hereby,
and, if given or made, such information or representations must not be relied upon as having been authorized by
Carbon County, Utah, Converse County, Wyoming, Emery County, Utah, Lincoln County, Wyoming, Moffat
County, Colorado or Sweetwater County, Wyoming (sometimes referred to individually as an “Issuer” and
collectively as the “Issuers”), PacifiCorp, or the Remarketing Agents. Neither the delivery of this Reoffering
Circular nor any sale hereunder shall under any circumstances create any implication that there has been no change
in the affairs of the Issuers or the Company any since the date hereof. This Reoffering Circular does not constitute
an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which the person
making such offering or solicitation is not qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation. None of the Issuers has assumed or will assume any responsibility as to the accuracy or
completeness of the information in this Reoffering Circular, other than that relating to itself under the caption “THE
ISSUERS.” Upon issuance, the Bonds will not be registered under the Securities Act of 1933, as amended, and will
not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any
other federal state, municipal or other governmental entity will have passed upon the accuracy or adequacy of this
Reoffering Circular or, other than the Issuers, approved the Bonds for sale.
In connection with this offering, the Remarketing Agents may overallot or effect transactions which
stabilize or maintain the market price of the securities offered hereby at a level above that which might otherwise
prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.
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TABLE OF CONTENTS
HEADING PAGE
INTRODUCTORY STATEMENT...............................................................................................................1
THE ISSUERS ......................................................................................................................................6
Carbon County ........................................................................................................................6
Converse County.....................................................................................................................6
Emery County .........................................................................................................................6
Lincoln County .......................................................................................................................7
Moffat County.........................................................................................................................7
Sweetwater County .................................................................................................................7
THE FACILITIES ..................................................................................................................................7
USE OF PROCEEDS ..............................................................................................................................9
THE BoNDS........................................................................................................................................9
General ....................................................................................................................................9
Payment of Principal and Interest .........................................................................................11
Rate Periods ..........................................................................................................................11
Weekly Interest Rate Period .................................................................................................11
Daily Interest Rate Period .....................................................................................................13
Term Interest Rate Period .....................................................................................................14
Flexible Interest Rate Period.................................................................................................17
Determination Conclusive.....................................................................................................19
Rescission of Election...........................................................................................................19
Optional Purchase .................................................................................................................20
Mandatory Purchase..............................................................................................................21
Purchase of Bonds.................................................................................................................23
Remarketing of Bonds ..........................................................................................................24
Optional Redemption of Bonds.............................................................................................24
Extraordinary Optional Redemption of Bonds .....................................................................26
Special Mandatory Redemption of Bonds ............................................................................26
Procedure for and Notice of Redemption .............................................................................27
Special Considerations Relating to the Bonds ......................................................................28
Book-Entry System ...............................................................................................................29
TERMINATION OF BOND INSURANCE..................................................................................................32
THE LETTERS OF CREDIT AND THE CREDIT AGREEMENTS...................................................................32
Letters of Credit ....................................................................................................................33
Credit Agreements ................................................................................................................33
THE LOAN AGREEMENTS ..................................................................................................................38
Issuance of the Bonds; Loan of Proceeds .............................................................................38
Loan Payments; The First Mortgage Bonds .........................................................................39
Payments of Purchase Price ..................................................................................................39
Obligation Absolute ..............................................................................................................40
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Expenses................................................................................................................................40
Tax Covenants; Tax-Exempt Status of Bonds ......................................................................40
Other Covenants of the Company.........................................................................................40
Letter of Credit; Alternate Credit Facility; Substitute Letter of Credit.................................42
Extension of A Letter of Credit.............................................................................................43
Defaults .................................................................................................................................44
Remedies...............................................................................................................................44
Amendments .........................................................................................................................45
THE INDENTURES..............................................................................................................................45
Pledge and Security...............................................................................................................45
Application of Proceeds of the Bond Fund...........................................................................46
Investment of Funds..............................................................................................................46
Defaults .................................................................................................................................46
Remedies...............................................................................................................................47
Defeasance ............................................................................................................................49
Removal of Trustee...............................................................................................................52
Modifications and Amendments ...........................................................................................52
Amendment of the Loan Agreements ...................................................................................54
THE FIRST MORTGAGE BONDS..........................................................................................................56
General ..................................................................................................................................56
Security and Priority .............................................................................................................57
Release and Substitution of Property ....................................................................................58
Issuance of Additional Company Mortgage Bonds ..............................................................58
Certain Covenants .................................................................................................................59
Dividend Restrictions............................................................................................................59
Foreign Currency Denominated Company Mortgage Bonds ...............................................59
The Company Mortgage Trustee ..........................................................................................60
Modification..........................................................................................................................60
Defaults and Notices Thereof ...............................................................................................60
Voting of the First Mortgage Bonds .....................................................................................61
Defeasance ............................................................................................................................61
LITIGATION......................................................................................................................................62
REMARKETING .................................................................................................................................62
CERTAIN RELATIONSHIPS..................................................................................................................62
TAX EXEMPTION...............................................................................................................................63
Carbon Bonds and Emery Bonds ..........................................................................................63
Converse Bonds, Lincoln Bonds and Sweetwater Bonds .....................................................64
Moffat Bonds ........................................................................................................................65
CERTAIN LEGAL MATTERS ...............................................................................................................66
MISCELLANEOUS..............................................................................................................................66
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APPENDIX A  —  PACIFICORP
APPENDIX B  —  INFORMATION REGARDING THE BANK
APPENDIX C-1  —  APPROVING OPINION OF BOND COUNSEL—CARBON BONDS
APPENDIX C-2  —  APPROVING OPINION OF BOND COUNSEL—EMERY BONDS
APPENDIX C-3  —  APPROVING OPINION OF BOND COUNSEL—CONVERSE BONDS
APPENDIX C-4  —  APPROVING OPINION OF BOND COUNSEL—LINCOLN BONDS
APPENDIX C-5  —  APPROVING OPINION OF BOND COUNSEL—SWEETWATER BONDS
APPENDIX C-6  —  APPROVING OPINION OF BOND COUNSEL—MOFFAT BONDS
APPENDIX D-1  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CARBON BONDS
APPENDIX D-2  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CONVERSE BONDS
APPENDIX D-3  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR EMERY BONDS
APPENDIX D-4  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR LINCOLN BONDS
APPENDIX D-5  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR MOFFAT BONDS
APPENDIX D-6  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR SWEETWATER BONDS
APPENDIX E  —  FORM OF LETTER OF CREDIT
[This Page Intentionally Left Blank]
COMPOSITE REOFFERING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
$9,365,000
Carbon County, Utah
Series 1994
Due: November 1, 2024
$8,190,000
Converse County, Wyoming
Series 1994
Due: November 1, 2024
$121,940,000
Emery County, Utah
Series 1994
Due: November 1, 2024
$15,060,000
Lincoln County, Wyoming
Series 1994
Due: November 1, 2024
$40,655,000
Moffat County, Colorado
Series 1994
Due: May 1, 2013
$21,260,000
Sweetwater County,
Wyoming
Series 1994
Due: November 1, 2024
INTRODUCTORY STATEMENT
This Reoffering Circular, including the Appendices hereto and the documents
incorporated by reference herein, is provided to furnish certain information with respect to the
reoffering by the Issuers of six separate issues of Pollution Control Revenue Refunding Bonds
(PacifiCorp Projects) Series 1994 (collectively, the “Bonds”), as follows:
(a)$9,365,000 principal amount of Carbon County, Utah Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Carbon Bonds”);
(b)$8,190,000 principal amount of Converse County, Wyoming Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Converse
Bonds”);
(c)$121,940,000 principal amount of Emery County, Utah Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Emery Bonds”);
(d)$15,060,000 principal amount of Lincoln County, Wyoming Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Lincoln
Bonds”);
(e)$40,655,000 principal amount of Moffat County, Colorado Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Moffat
Bonds”); and
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(f)$21,260,000 principal amount of Sweetwater County, Wyoming Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Sweetwater
Bonds”).
The Carbon Bonds, the Converse Bonds, the Emery Bonds, the Lincoln Bonds, the
Moffat Bonds and the Sweetwater Bonds have been issued under separate Trust Indentures dated
as of November 1, 1994 (each a “Trust Indenture” and collectively, the “Trust Indentures”)
between Carbon County, Utah (“Carbon County”), Converse County, Wyoming (“Converse
County”), Emery County, Utah (“Emery County”), Lincoln County, Wyoming (“Lincoln
County”), Moffat County, Colorado (“Moffat County”), and Sweetwater County, Wyoming
(“Sweetwater County”), as applicable (each an “Issuer” and collectively, the “Issuers”), and
The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), each
as amended and restated by a separate First Supplemental Trust Indenture, dated as of October 1,
2008, (each a “First Supplemental Indenture” and collectively, the “First Supplemental
Indentures”), between each of the respective Issuers and the Trustee, and under resolutions of
the governing bodies of the respective Issuers. The Trust Indentures, as amended and restated by
the First Supplemental Indentures, are sometimes referred to herein as the “Indentures.”
Pursuant to separate Loan Agreements between PacifiCorp (the “Company”) and each of the
respective Issuers (each an “Original Loan Agreement” and collectively the “Original Loan
Agreements”), each as amended and restated by a First Supplemental Loan Agreement, dated as
of October 1, 2008, between the Company and each of the respective Issuers (each a “First
Supplemental Loan Agreement” and collectively the “First Supplemental Loan Agreements”),
the respective Issuers have lent the proceeds from the original sale of the Bonds to the Company.
The Original Loan Agreements, as amended and restated by the First Supplemental Loan
Agreements, are sometimes referred to herein as the “Loan Agreements.”
The proceeds of the Bonds were used, together with certain other moneys of the
Company, to refund all of the outstanding (a) $9,365,000 principal amount of Carbon County,
Utah, Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of
1974 due February 1, 2004 (the “Prior Carbon Bonds”); (b) $8,190,000 principal amount of
Converse County, Wyoming Collateralized Pollution Control Revenue Bonds (Pacific Power &
Light Company Project) Series 1977 (the “Prior Converse Bonds”); (c) $13,190,000 principal
amount of Emery County, Utah, Pollution Control Revenue Bonds (Utah Power & Light
Company Project) Series A of 1974 due February 1, 2004 (the “Prior Emery 1974 Bonds”); (d)
$50,000,000 principal amount of Emery County, Utah, Pollution Control Revenue Bonds,
6-3/8% Series due November 1, 2006 (Utah Power & Light Company Project) (the “Prior
Emery 6-3/8% Bonds”); (e) $42,000,000 principal amount of Emery County, Utah, Pollution
Control Revenue Bonds, 5.90% Series due April 1, 2008 (Utah Power & Light Company
Project) (the “Prior Emery 5.90% Bonds”); (f) $16,750,000 principal amount of Emery County,
Utah, Pollution Control Revenue Bonds (Utah Power & Light Company Project), 10.70% Series
due September 1, 2014 (the “Prior Emery 10.70% Bonds”); (g) $15,060, 000 principal amount
of Lincoln County, Wyoming, Pollution Control Revenue Bonds (Utah Power & Light Company
Project) Series A of 1974 (the “Prior Lincoln Bonds”); (h) $40,655,000 principal amount of
Moffat County, Colorado, Pollution Control Revenue Bonds, Series 1978 (Colorado-Ute Electric
Association, Inc. Project) (the “Prior Moffat Bonds”); and (i) $21,260,000 principal amount of
Sweetwater County, Wyoming, Taxable Pollution Control Revenue Refunding Bonds
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(PacifiCorp Project) Series 1994T (the “Prior Sweetwater 1994T Bonds”). These obligations
have been assumed by the Company as the surviving corporation in its 1989 merger with Utah
Power & Light Company, a Utah corporation, and PacifiCorp, a Maine corporation or, in the
case of the Prior Moffat Bonds, under that certain Assignment and Assumption Agreement,
dated April 15, 1992, between Colorado-Ute Electric Association, Inc. (“Colorado-Ute”) and
the Company.
The Prior Emery 1974 Bonds, the Prior Emery 6-3/8% Bonds, the Prior Emery 5.90%
Bonds and the Prior Emery 10.70% Bonds are hereinafter collectively referred to as the “Prior
Emery Bonds.” The Prior Carbon Bonds, the Prior Converse Bonds, the Prior Emery Bonds, the
Prior Lincoln Bonds, the Prior Moffat Bonds and the Prior Sweetwater 1994T Bonds are
hereinafter collectively referred to as the “Prior Bonds.” The Prior Bonds were issued to
finance various qualifying solid waste disposal facilities and air and water pollution control
facilities as described herein. See “THE FACILITIES.”
In order to secure the Company’s obligation to repay the loans made to it by the Issuers
under the Loan Agreements, the Company has issued and delivered to the Trustee for each issue
its Series 1994-1 First Mortgage and Collateral Trust Bonds (the “First Mortgage Bonds”) in a
principal amount equal to the principal amount of such issue of the Bonds. The First Mortgage
Bonds may be released upon delivery of collateral in substitution for the First Mortgage Bonds
provided that certain conditions are met as described below under “THE L OAN
AGREEMENTS—Loan Payments; The First Mortgage Bonds.” The First Mortgage Bonds were
issued under the Mortgage and Deed of Trust, dated as of January 9, 1989 between the Company
and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Company
Mortgage Trustee”), as supplemented and amended by various supplemental indentures,
including a Tenth Supplemental Indenture dated as of August 1, 1994 (the “Tenth Supplemental
Indenture”), all collectively hereinafter referred to as the “Company Mortgage.” As holder of
the First Mortgage Bonds, the Trustee will, ratably with the holders of all other first mortgage
bonds outstanding under the Company Mortgage, enjoy the benefit of a lien on properties of the
Company. See “THE FIRST M ORTGAGE BONDS—Security” for a description of the properties of
the Company subject to the lien of the Company Mortgage. The Bonds will not otherwise be
secured by a mortgage of, or security interest in, the Facilities (as hereinafter defined). The First
Mortgage Bonds will be registered in the name of and held by the Trustee for the benefit of the
“Owners” of the applicable series of the Bonds and will not be transferable except to a successor
trustee under the Indentures. “Owner” means the registered owner of any Bond; provided,
however, when used in the context of the Tax-Exempt (as hereinafter defined) status of the
Bonds, the term “Owner” includes each actual purchaser of any Bond (“Beneficial Owner”).
The Bonds, together with the premium, if any, and interest thereon, will be limited
obligations and not general obligations of the Issuer thereof. None of the Indentures, the Bonds
or the Loan Agreements constitutes a debt or gives rise to a general obligation or liability of any
of the Issuers or constitutes an indebtedness under any constitutional or statutory debt limitation.
The Bonds of each issue will not constitute or give rise to a pecuniary liability of the Issuer
thereof and will not constitute any charge against such Issuer’s general credit or taxing powers;
nor will the Bonds of an Issuer constitute an indebtedness of or a loan of credit of such Issuer.
The Bonds are payable solely from the receipts and revenues to be received from the Company
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as payments under the related Loan Agreements, or otherwise on the First Mortgage Bonds, and
from any other moneys pledged therefor. Such receipts and revenues and all of the Issuers’
rights and interests under the Loan Agreements (except as noted under “TH E
INDENTURES—Pledge and Security” below) are pledged and assigned to the Trustee as security,
equally and ratably, for the payment of the related series of the Bonds. The payments required to
be made by the Company under the Loan Agreements, or otherwise on the First Mortgage
Bonds, will be sufficient, together with other funds available for such purpose, to pay the
principal of and premium, if any, and interest on the related series of the Bonds. Under no
circumstances will any Issuer have any obligation, responsibility or liability with respect to the
Facilities, the Loan Agreements, the Indentures, the Bonds or this Reoffering Circular, except for
the special limited obligation set forth in the Indentures and the Loan Agreements whereby each
series of the Bonds are payable solely from amounts derived from the Company and the
applicable Letter of Credit (or Alternate Credit Facility (as hereinafter defined), as the case may
be). Nothing contained in the Indentures, the Bonds or the Loan Agreements, or in any other
related documents may be construed to require any Issuer to operate, maintain or have any
responsibility with respect to any of the Facilities (as hereinafter defined). The Issuers have no
liability in the event of wrongful disbursement by the Trustee or otherwise. No recourse may be
had against any past, present or future commissioner, officer, employee, official or agent of any
Issuer under the Indentures, the Bonds, the Loan Agreements or any related document. The
Issuers have no responsibility to maintain the Tax-Exempt status of the Bonds under federal or
state law nor any responsibility for any other tax consequences related to the ownership or
disposition of the Bonds.
The Bonds of each issue contain substantially the same terms and provisions as, but will
be entirely separate from, the Bonds of each other issue. The Bonds of one issue will not be
payable from or entitled to any revenues delivered to the Trustee in respect of the Bonds of any
other issue. Redemption of the Bonds of one issue may be made in the manner described below
without redemption of the Bonds of any other issue, and a default in respect of the Bonds of one
issue will not, in and of itself, constitute a default in respect of the Bonds of the other issues;
however, the same occurrence may constitute a default with respect to the Bonds of more than
one issue.
Each issue of the Bonds will be supported by a separate irrevocable Letter of Credit (each
a “Letter of Credit” and, collectively, the “Letters of Credit”) to be issued by Wells Fargo Bank,
National Association (the “Bank”) in favor of the Trustee, as beneficiary. The Letters of Credit
have substantially identical terms.
Under each of the Letters of Credit, the Trustee will be entitled to draw, upon a properly
presented and conforming drawing, up to an amount sufficient to pay one hundred percent
(100%) of the principal amount of the applicable Bonds on the date of the draw (whether at
maturity, upon acceleration, mandatory or optional purchase or redemption, plus 48 days’
accrued interest on the applicable Bonds, at a rate of up to the maximum interest rate of twelve
percent (12%) per annum calculated on the basis of a year of 365 days for the actual days
elapsed, so long as the Bonds bear interest at the Weekly Interest Rate or the Daily Interest Rate.
The Company has agreed to reimburse the Bank for drawings made under the Letter of Credit
and to make certain other payments to the Bank. The Letters of Credit will expire on
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November 19, 2009, unless extended or earlier terminated in accordance with their terms. See
“THE LETTERS OF CREDIT.”
Banc of America Securities LLC has been appointed by the Company as Remarketing
Agent with respect to the Converse Bonds and the Lincoln Bonds. Morgan Stanley & Co.
Incorporated has been appointed by the Company as Remarketing Agent with respect to the
Carbon Bonds, the Moffat Bonds and the Sweetwater Bonds. Wells Fargo Brokerage Services,
LLC has been appointed by the Company as Remarketing Agent with respect to the Emery
Bonds. Banc of America Securities LLC, Morgan Stanley & Co. Incorporated and Wells Fargo
Brokerage Services, LLC, are referred to herein as the “Remarketing Agents.” The Company
will enter into a separate Remarketing Agreement with the Remarketing Agent with respect to
the Bonds to be remarketed by such Remarketing Agent.
Under certain circumstances described in the applicable Loan Agreement, a Letter of
Credit may be replaced by an alternate credit facility supporting payment of the principal of and
interest on the applicable Bonds when due and for the payment of the purchase price of tendered
or deemed tendered Bonds (each an “Alternate Credit Facility”). The entity or entities, as the
case may be, obligated to make payment on an Alternate Credit Facility are referred to herein as
the “Obligor on an Alternate Credit Facility.” In addition, a Letter of Credit may be replaced by
a substitute letter of credit (a “Substitute Letter of Credit”). The replacement of a Letter of
Credit or an Alternate Credit Facility, including with a Substitute Letter of Credit, will result in
the mandatory purchase of Bonds. See “THE LOAN A GREEMENTS—The Letter of Credit;
Alternate Credit Facility” and “—Substitute Letter of Credit.”
Concurrently with the issuance of the Bonds, AMBAC Indemnity Corporation
(“Ambac”) issued a municipal bond insurance policy with respect to the Bonds of each issue
(each, an “Ambac Insurance Policy” and, collectively, the “Ambac Insurance Policies”). In
connection with the delivery of the Letters of Credit, Ambac, the Company, the Trustee, each of
the Issuers and the Company, acting as owner of Bonds, will enter into separate Release
Agreements, pursuant to which Ambac will be released from all liabilities under each Ambac
Insurance Policy, will surrender any and all rights under the Trust Indentures and payment of
principal of and interest on the Bonds when due will no longer be guaranteed by Ambac under
the Ambac Insurance Policies. Purchasers of the Bonds will be deemed to have consented to the
provisions of the Release Agreements. See “TERMINATION OF BOND INSURANCE.”
Brief descriptions of the Issuers, the Facilities and the Bank and summaries of certain
provisions of the Bonds, the Loan Agreements, the Letters of Credit, the Indentures and the First
Mortgage Bonds are included in this Reoffering Circular, including the Appendices hereto.
Information regarding the business, properties and financial condition of the Company is
included in and incorporated by reference in Appendix A hereto. A brief description of the Bank
is included as Appendix B hereto. Appendices C-1 through C-6 set forth the approving opinions
of Chapman and Cutler, Bond Counsel, delivered on the date of original issuance of each issue of
the Bonds.
The descriptions herein of the Loan Agreements, the Indentures, the Company Mortgage
and the Letters of Credit are qualified in their entirety by reference to such documents, and the
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descriptions herein of the Bonds and the First Mortgage Bonds are qualified in their entirety by
reference to the forms thereof and the information with respect thereto included in the aforesaid
documents. All such descriptions are further qualified in their entirety by reference to laws and
principles of equity relating to or affecting the enforcement of creditors’ rights generally. Copies
of such documents, except the Company Mortgage, may be obtained from the principal corporate
trust office of the Trustee in Chicago, Illinois. The Company Mortgage is available for
inspection at the office of the Company and at the principal office of the Company Mortgage
Trustee in New York, New York.
This Reoffering Circular provides certain information with respect to the Bank, the
terms of, and security for the Bonds and other related matters. While certain information
relating to the Company is included and incorporated within, the Bonds are being
remarketed on the basis of their Letters of Credit and the financing strength of the Bank
and are not being remarketed on the basis of the financial strength of the Issuers, the
Company or any other security. This Reoffering Circular does not describe the financial
condition of the Company and no representation is made concerning the financial status or
prospects of the Company or the value or financial viability of the Project.
THE ISSUERS
CARBON COUNTY
Carbon County is a political subdivision, duly organized and existing under the
Constitution and laws of the State of Utah (“Utah”). Pursuant to the Utah Industrial Facilities
and Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the “Utah
Act”), Carbon County was and is authorized to issue the Carbon Bonds, to enter into the
Indenture and the Loan Agreement to which it is a party and to secure the Carbon Bonds by a
pledge to the Trustee of the payments to be made by the Company under such Loan Agreement
and the First Mortgage Bonds.
CONVERSE COUNTY
Converse County is a political subdivision, duly organized and existing under the
Constitution and laws of the State of Wyoming (“Wyoming”). Pursuant to the Sections 15-1-701
to 15-1-710, inclusive, of the Wyoming Statutes (1977), as amended (the “Wyoming Act”),
Converse County was and is authorized to issue the Converse Bonds, to enter into the Indenture
and the Loan Agreement to which it is a party and to secure the Converse Bonds by a pledge to
the Trustee of the payments to be made by the Company under such Loan Agreement and the
First Mortgage Bonds.
EMERY COUNTY
Emery County is a political subdivision, duly organized and existing under the
Constitution and laws of Utah. Pursuant to the Utah Act, Emery County was and is authorized to
issue the Emery Bonds, to enter into the Indenture and the Loan Agreement to which it is a party
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and to secure the Emery Bonds by a pledge to the Trustee of the payments to be made by the
Company under such Loan Agreements and the First Mortgage Bonds.
LINCOLN COUNTY
Lincoln County is a political subdivision, duly organized and existing under the
Constitution and laws of Wyoming. Pursuant to the Wyoming Act, Lincoln County was and is
authorized to issue the Lincoln Bonds, to enter into the Indenture and the Loan Agreement to
which it is a party and to secure the Lincoln Bonds by a pledge to the Trustee of the payments to
be made by the Company under such Loan Agreement and the First Mortgage Bonds.
MOFFAT COUNTY
Moffat County is a public body corporate and politic, duly organized and existing under
the Constitution and laws of the State of Colorado (“Colorado”). Pursuant to the County and
Municipality Development Revenue Bond Act, Title 29, Article 3, Colorado Revised Statutes
1973, as amended (the “Colorado Act”), Moffat County was and is authorized to issue the
Moffat Bonds, to enter into the Indenture and the Loan Agreement to which it is a party and to
secure the Moffat Bonds by a pledge to the Trustee of the payments to be made by the Company
under such Loan Agreement and the First Mortgage Bonds.
SWEETWATER COUNTY
Sweetwater County is a political subdivision, duly organized and existing under the
Constitution and laws of Wyoming. Pursuant to the Wyoming Act, Sweetwater County was and
is authorized to issue the Sweetwater Bonds, to enter into the Indenture and the Loan Agreement
to which it is a party and to secure the Sweetwater Bonds by a pledge to the Trustee of the
payments to be made by the Company under such Loan Agreement and the First Mortgage
Bonds.
THE FACILITIES
The Prior Carbon Bonds were issued by Carbon County to finance qualifying solid waste
disposal facilities or air or water pollution control facilities (the “Carbon Facilities”) for the
Carbon coal-fired electric generating plant (the “Carbon Plant”) located in Carbon County.
The Prior Converse Bonds were issued to finance qualifying air and water pollution
control facilities (the “Dave Johnston Facilities”) for the Dave Johnston coal-fired electric
generating plant (the “Dave Johnston Plant”) located near the town of Glenrock, Wyoming.
The Prior Emery 1974 Bonds were issued by Emery County to finance qualifying solid
waste disposal facilities or air or water pollution control facilities (the “Huntington Facilities”)
for the Huntington coal-fired electric generating plant (the “Huntington Plant”) located in
Emery County.
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The Prior Emery 6-3/8% Bonds were issued to finance qualifying solid waste disposal
facilities or air or water pollution control facilities (the “Emery 1 Facilities”) for the second unit
of the Huntington Plant and the Emery generating plant, which is now known as the Hunter
coal-fired steam electric generating plant (the “Hunter Plant”), each of which is located in
Emery County.
The Prior Emery 5.90% Bonds were issued to finance qualifying water and air pollution
control facilities (the “Emery 2 Facilities”) for the second unit of the Huntington Plant and the
Hunter Plant in Emery County.
The Prior Emery 10.70% Bonds were issued to refund the Emery County, Utah
$16,750,000 Pollution Control Revenue Bonds (Utah Power & Light Company Project), dated
May 11, 1984 (the “Emery May 1984 Bonds”), that were issued to finance qualifying air or
water pollution control facilities (the “Hunter Facilities”) for Unit 3 of the Hunter Plant located
in Emery County.
The Prior Lincoln Bonds were issued to finance qualifying solid waste disposal facilities
or air pollution control facilities (the “Naughton Facilities”) for the Naughton coal-fired electric
generating plant (the “Naughton Plant”) located in Lincoln County.
The Prior Moffat Bonds were issued to finance Colorado-Ute’s undivided 29% interest in
air and water pollution control facilities (the “Craig Facilities”) in connection with electric
generating units 1 and 2 of the Craig Station (the “Craig Station”) located in Moffat County.
The Prior Moffat Bonds had been in default prior to the time the Company assumed an
obligation to make payments with respect to the Prior Moffat Bonds in connection with the
Company’s acquisition of its interest in the Craig Facilities.
The Prior Sweetwater 1994T Bonds were issued to temporarily refund the $21,260,000
principal amount of Sweetwater County, Wyoming, Pollution Control Revenue Bonds (Pacific
Power & Light Company Project) Series 1973 (the “Sweetwater 1973 Bonds”), which were
issued to finance the Company’s undivided 66 -2/3% interest in the qualifying air and water
pollution control facilities (the “Jim Bridger Facilities”) for the Jim Bridger coal-fired steam
electric generating plant (the “Jim Bridger Plant”) located in Sweetwater County.
The Carbon Plant, the Dave Johnston Plant, the Huntington Plant, the Hunter Plant, the
Naughton Plant, the Craig Station and the Jim Bridger Plant are hereinafter referred to
collectively as the “Plants” and the Carbon Facilities, the Huntington Facilities, the Dave
Johnston Facilities, the Emery 1 Facilities, the Emery 2 Facilities, the Hunter Facilities, the
Naughton Facilities, the Craig Facilities and the Jim Bridger Facilities are hereinafter referred to
collectively as the “Facilities.” The interest of the Company in each of the Facilities is
hereinafter referred to as the “Project.”
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USE OF PROCEEDS
The proceeds from the initial sale of the Bonds, together with funds of the Company,
were applied to the redemption of the principal amount of the Prior Bonds outstanding
immediately prior to redemption on January 15, 1995.
THE BoNDS
The six issues of Bonds are each an entirely separate issue but contain substantially the
same terms and provisions. The following is a summary of certain provisions common to the
Bonds of the six issues. A default in respect of one issue will not, in and of itself, constitute a
default in respect of any other issue; however, the same occurrence may constitute a default with
respect to more than one issue. No issue of the Bonds is entitled to the benefits of any payments
or other security pledged for the benefit of the other issues. Optional or mandatory redemption
of one issue of the Bonds may be made in the manner described below without redemption of the
other issues. Reference is hereby made to the forms of the Bonds in their entirety for the detailed
provisions thereof. References to the Issuer, the Trustee, the Bank, the Paying Agent, the
Registrar, the Remarketing Agent, the Bonds, the Prior Bonds, the Plant, the Facilities, the
Project, the Indenture, the Loan Agreement, the Letter of Credit and other documents and
parties are deemed to refer to the Issuer, the Trustee, the Bank, the Paying Agent, the Registrar,
the Remarketing Agent, the Bonds, the Prior Bonds, the Plant, the Facilities, the Project, the
Indenture, the Loan Agreement, the Letter of Credit and such other documents and parties,
respectively, relating to each issue of the Bonds. Initially capitalized terms used herein and not
otherwise defined are used as defined in the Indenture.
GENERAL
The Bonds have been issued only as fully registered Bonds without coupons in the
manner described below. The Bonds were dated as of their initial date of delivery and mature on
the dates set forth on the inside front cover page of this Reoffering Circular. The Bonds may
bear interest at Daily, Weekly, Flexible or Term Interest Rates designated and determined from
time to time as described herein. Following the reoffering of the Bonds on November 19, 2008,
the Rate Period (as defined below) for the Bonds of each issue will be a Weekly Interest Rate
Period. The Bonds are subject to purchase at the option of the holders of the Bonds, and under
certain circumstances are subject to mandatory purchase, in the manner and at the times
described herein. The Bonds are subject to optional and mandatory redemption prior to maturity
in the manner and at the times described herein.
Bonds may be transferred or exchanged for other Bonds in authorized denominations at
the principal office of the Trustee as the registrar and paying agent (in such capacities, the
“Registrar” and the “Paying Agent”). The Bonds will be issued in authorized denominations of
$100,000 or any integral multiple of $100,000 (provided that one Bond need not be in a multiple
of $100,000, but may be in such denomination greater than $100,000 as is necessary to account
for any principal amount of the Bonds not corresponding directly with $100,000 denominations)
when the Bonds bear interest at a Daily or Weekly Interest Rate; $100,000 or any integral
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multiple of $5,000 in excess of $100,000, when the Bonds bear interest at a Flexible Interest
Rate; and $5,000 or any integral multiple thereof, when the Bonds bear interest at a Term Interest
Rate (collectively, “Authorized Denominations”). Exchanges and transfers will be made without
charge to the Owners, except for any applicable tax or other governmental charge.
A “Business Day” is a day except a Saturday, Sunday or other day (a) on which
commercial banks located in the cities in which the principal office of the Bank or the principal
office of the Obligor on an Alternate Credit Facility, as the case may be, the principal office of
the Trustee, the principal office of the Remarketing Agent or the principal office of the Paying
Agent are located are required or authorized by law to remain closed or are closed, or (b) on
which The New York Stock Exchange, Inc. is closed.
“Interest Payment Date” means (a) with respect to any Daily or Weekly Interest Rate
Period, the first Business Day of each calendar month, (b) with respect to any Term Interest Rate
Period, the first day of the sixth month following the commencement of the Term Interest Rate
Period and the first day of each sixth month thereafter, (c) with respect to any Flexible Segment,
the Business Day next succeeding the last day of such Flexible Segment, (d) with respect to any
Rate Period, the Business Day next succeeding the last day thereof and (e) with respect to any
Bond when it bears interest at a Flexible Interest Rate, any date on which there is a mandatory
purchase of the Bond as described in subparagraph (c) of the first paragraph under “—Mandatory
Purchase” and (f) with respect to any Pledged Bond bearing interest at a Flexible Interest Rate,
regardless of the duration of the Flexible Segment, the date on which such Pledged Bond is
remarketed pursuant to the Indenture.
“Rate Period” means any Daily Interest Rate Period, Weekly Interest Rate Period,
Flexible Interest Rate Period or Term Interest Rate Period.
“Record Date” means (a) with respect to any Interest Payment Date in respect of any
Daily Interest Rate Period, Weekly Interest Rate Period or Flexible Segment, the Business Day
next preceding such Interest Payment Date, and (b) with respect to any Interest Payment Date in
respect of any Term Interest Rate Period, the fifteenth day of the month preceding such Interest
Payment Date.
“Tax-Exempt” means, with respect to interest on any obligations of a state or local
government, including the Bonds, that such interest is not includible in gross income of the
owners of such obligations for federal income tax purposes, except for any interest on any such
obligations for any period during which such obligations are owned by a person who is a
“substantial user” of any facilities financed or refinanced with such obligations or a “related
person” within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as
amended (the “1954 Code”), whether or not such interest is includible as an item of tax
preference or otherwise includible directly or indirectly for purposes of calculating other tax
liabilities, including any alternative minimum tax or environmental tax under the Internal
Revenue Code of 1986, as amended (the “Code”).
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PAYMENT OF PRINCIPAL AND INTEREST
The principal of and premium, if any, on the Bonds is payable to the Owners upon
surrender thereof at the principal office of the Paying Agent. Except when the Bonds are held in
book-entry form (see “Book-Entry System”), interest is payable (i) by bank check or draft mailed
by first class mail on the Interest Payment Date to the Owners as of the Record Date or (ii)
during any Rate Period other than a Term Interest Rate Period, in immediately available funds
(by wire transfer or by deposit to the account of the Owner of any such Bond if such account is
maintained with the Paying Agent), but in respect of any Owner of Bonds in a Daily or Weekly
Interest Rate Period only to any Owner which owns Bonds in an aggregate principal amount of at
least $1,000,000 on the Record Date and who has provided wire transfer instructions to the
Paying Agent prior to the close of business on such Record Date.
Interest on each Bond is payable on each Interest Payment Date for each such Bond for
the period commencing on the immediately preceding Interest Payment Date (or if no interest
has been paid thereon, commencing on the date of issuance thereof) to, but not including, such
Interest Payment Date. Interest is computed, in the case of any Daily, Weekly, or Flexible
Interest Rate Period, on the basis of a 365- or 366-day year, as applicable, for the number of days
actually elapsed and, in the case of a Term Interest Rate Period, on the basis of a 360-day year
consisting of twelve 30-day months.
RATE PERIODS
The term of the Bonds is divided into consecutive Rate Periods, during which such Bonds
bear interest at a Daily Interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term
Interest Rate, as described below. At any time the Rate Period applicable to any issue of Bonds
may be different from that applicable to any other issue of Bonds.
WEEKLY INTEREST RATE PERIOD
Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, the
Bonds of an issue bear interest at the Weekly Interest Rate determined by the Remarketing Agent
no later than the first day of such Weekly Interest Rate Period and thereafter no later than
Tuesday of each week during such Weekly Interest Rate Period, unless any such Tuesday is not a
Business Day, in which event the Weekly Interest Rate will be determined by the Remarketing
Agent no later than the Business Day next preceding such Tuesday.
The Weekly Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Weekly Interest Rate for any period, the Weekly
Interest Rate will be the same as the Weekly Interest Rate for the immediately preceding week.
The first Weekly Interest Rate determined for each Weekly Interest Rate Period applies to the
period commencing on the first day of the Weekly Interest Rate Period and ending on the next
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succeeding Tuesday. Thereafter, each Weekly Interest Rate applies to the period commencing
on each Wednesday and ending on the next succeeding Tuesday, unless such Weekly Interest
Rate Period ends on a day other than Tuesday, in which event the last Weekly Interest Rate for
such Weekly Interest Rate Period applies to the period commencing on the Wednesday
preceding the last day of such Weekly Interest Rate Period and ending on such last day. In no
event may the Weekly Interest Rate exceed the lesser of 12% per annum or the rate specified in
any Letter of Credit or Alternate Credit Facility then in effect (initially 12% per annum).
Adjustment to Weekly Interest Rate Period. The interest rate borne by Bonds of an issue
may be adjusted to a Weekly Interest Rate upon receipt by the Issuer, the Trustee, the Paying
Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the
case may be, of a written notice from the Company. Such notice (a) must specify the effective
date of such adjustment to a Weekly Interest Rate, which must be (i) a Business Day not earlier
than the twentieth day following the third Business Day after the date of receipt by the Trustee
and Paying Agent of such notice (or such shorter period after the date of such receipt as is
acceptable to the Trustee), (ii) in the case of an adjustment from a Term Interest Rate Period, a
day on which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period, and (iii) in the case of an
adjustment from a Flexible Interest Rate Period, either the day immediately following the last
day of the then-current Flexible Interest Rate Period or the day immediately following the last
day of the last Flexible Segment for each Bond in the then-current Flexible Interest Rate Period,
all as determined in accordance with clause (a) or (b), respectively, under “—Flexible Interest
Rate Period-Adjustment from Flexible Interest Rates;” provided, however, that if prior to the
Company’s making such election, any Bonds have been called for redemption and such
redemption has not theretofore been effected, the effective date of such Weekly Interest Rate
Period may not precede such redemption date; and (b) if the adjustment is from a Term Interest
Rate Period having a duration in excess of one year, must be accompanied by an opinion of
nationally recognized bond counsel (“Bond Counsel”) to the effect that such adjustment (i) is
authorized or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado
Act, as applicable, and (ii) will not adversely affect the Tax-Exempt status of the interest on the
Bonds.
Notice of Adjustment to Weekly Interest Rate Period. The Trustee will give notice by
mail of an adjustment to a Weekly Interest Rate Period to the Owners not less than 20 days prior
to the effective date of such Weekly Interest Rate Period. Such notice must state (a) that the
interest rate on such Bonds will be adjusted to a Weekly Interest Rate (subject to the Company’s
ability to rescind its election as described below under “Rescission of Election”), (b) the
effective date of such Weekly Interest Rate Period, (c) that such Bonds are subject to mandatory
purchase on such effective date, (d) the procedures for such mandatory purchase, (e) the
purchase price of such Bonds on the effective date (expressed as a percentage of the principal
amount thereof), and (f) that the Owners of such Bonds do not have the right to retain their
Bonds on such effective date.
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DAILY INTEREST RATE PERIOD
Determination of Daily Interest Rate. During each Daily Interest Rate Period, the Bonds
of an issue bear interest at the Daily Interest Rate determined by the Remarketing Agent either
on each Business Day for such Business Day or on the next preceding Business Day for any day
that is not a Business Day.
The Daily Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then-prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Daily Interest Rate for any day by 10:00 a.m.,
New York time, the Daily Interest Rate for such day will be the same as the Daily Interest Rate
for the immediately preceding Business Day. In no event may the Daily Interest Rate exceed the
lesser of 12% per annum or the rate specified in any Letter of Credit or Alternate Credit Facility
then in effect (initially 12% per annum).
Adjustment to Daily Interest Rate Period. The interest rate borne by Bonds of an issue
may be adjusted to a Daily Interest Rate upon receipt by the Issuer, the Trustee, the Paying
Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the
case may be, of a written notice from the Company. Such notice (a) must specify the effective
date of the adjustment to a Daily Interest Rate, which must be (i) a Business Day not earlier than
the twentieth day following the third Business Day after the date of receipt by the Trustee and
Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable
to the Trustee), (ii) in the case of an adjustment from a Term Interest Rate Period, a day on
which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period, and (iii) in the case of an
adjustment from a Flexible Interest Rate Period, either the day immediately following the last
day of the then-current Flexible Interest Rate Period or the day immediately following the last
day of the last Flexible Segment for each Bond in the then-current Flexible Interest Rate Period,
all as determined in accordance with clause (a) or (b), respectively, under “—Flexible Interest
Rate Period-Adjustment from Flexible Interest Rates;” provided, however, that if prior to the
Company’s making such election, any Bonds have been called for redemption and such
redemption has not theretofore been effected, the effective date of such Daily Interest Rate
Period may not precede such redemption date; and (b) if the adjustment is from a Term Interest
Rate Period having a duration in excess of one year, is accompanied by an opinion of Bond
Counsel to the effect that such adjustment (i) is authorized or permitted by the Indenture and the
Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (ii) will not adversely affect
the Tax-Exempt status of the interest on the Bonds.
Notice of Adjustment to Daily Interest Rate Period. The Trustee will give notice by mail
of an adjustment to a Daily Interest Rate Period to the Owners not less than 20 days prior to the
effective date of such Daily Interest Rate Period. Such notice must state (a) that the interest rate
on such Bonds will be adjusted to a Daily Interest Rate (subject to the Company’s ability to
rescind its election as described below under “Rescission of Election”), (b) the effective date of
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such Daily Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on such
effective date, (d) the procedures for such mandatory purchase, (e) the purchase price of such
Bonds on the effective date (expressed as a percentage of the principal amount thereof), and (f)
that the Owners of such Bonds do not have the right to retain their Bonds on such effective date.
TERM INTEREST RATE PERIOD
Determination of Term Interest Rate. During each Term Interest Rate Period, the Bonds
of an issue bear interest at the Term Interest Rate determined by the Remarketing Agent on a
Business Day selected by the Remarketing Agent, but not more than 30 days prior to and not
later than the effective date of such Term Interest Rate Period.
The Term Interest Rate is the rate determined by the Remarketing Agent on such date,
and communicated on such date to the Trustee, the Paying Agent, the Company and the Bank (or
the Obligor on an Alternate Credit Facility, as the case may be), as being the lowest rate (based
on an examination of Tax-Exempt obligations comparable to the Bond s known by the
Remarketing Agent to have been priced or traded under then prevailing market conditions)
which would enable the Remarketing Agent to sell the Bonds on the effective date of such Term
Interest Rate Period at a price (without regard to accrued interest) equal to 100% of the principal
amount thereof. If, for any reason, a Term Interest Rate for any Term Interest Rate Period has
not be determined or effective, then (a) if the then-current Term Interest Rate Period is for one
year or less, the Rate Period for such Bonds will automatically convert to a Daily Interest Rate
Period and (b) if the then-current Term Interest Rate Period is for more than one year, the Rate
Period for the Bonds will automatically adjust to a Term Interest Rate Period of one year and one
day; provided, however, that if the last day of any successive Term Interest Rate Period is not a
day immediately preceding a Business Day, then such successive Term Interest Rate Period will
end on the first day immediately preceding the Business Day next succeeding such day or, if
such Term Interest Rate Period would end after the day prior to the final maturity date of the
Bonds, the next succeeding Rate Period will be a Term Interest Rate Period ending on the day
prior to the final maturity date of the Bonds; provided, further, that in the case of clause (b)
above, if the Company delivers to the Trustee an approving opinion of Bond Counsel prior to the
end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a
Daily Interest Rate Period. If the Daily Interest Rate for the first day of any such Daily Interest
Rate Period is not determined as described under “—Daily Interest Rate Period-Determination of
Daily Interest Rate,” the Daily Interest Rate for the first day of such Daily Interest Rate Period
will be 80% of the most recent One-Year Note Index theretofore published in The Bond Buyer
(or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index,
the one-year note index contained in the publication determined by the Remarketing Agent as
most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate
Period described in clause (b) above is not determined as described in the second preceding
sentence, the Term Interest Rate for such Term Interest Rate Period will be 100% of the most
recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is
no longer published or no longer publishes the One-Year Note Index, the one-year note index
contained in the publication determined by the Remarketing Agent as most comparable to The
Bond Buyer). In no event may any Term Interest Rate exceed the lesser of 12% per annum or the
rate specified in any Alternate Credit Facility then in effect.
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Adjustment to or Continuation of Term Interest Rate Period. The interest rate borne by
Bonds of an issue may be adjusted to or continued as a Term Interest Rate upon receipt by the
Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank or the Obligor on an
Alternate Credit Facility, as the case may be, of a written notice from the Company, which notice
specifies the duration of the Term Interest Rate Period during which the Bonds bear, or continue
to bear, interest at a Term Interest Rate. Such notice may specify two or more consecutive Term
Interest Rate Periods and, if it so specifies, must specify the duration of each such Term Interest
Rate Period as provided in this paragraph. Such notice must specify the effective date of each
Term Interest Rate Period, which must be (a) a Business Day not earlier than the twentieth day
following the third Business Day after the date of receipt by the Trustee and Paying Agent of
such notice (or such shorter period after the date of such receipt as is acceptable to the Trustee),
(b) in the case of an adjustment from or continuation of a Term Interest Rate Period, a day on
which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period, and (c) in the case of an
adjustment from a Flexible Interest Rate Period, either the day immediately following the last
day of the then-current Flexible Interest Rate Period or the day immediately following the last
day of the last Flexible Segment for each Bond in the then-current Flexible Interest Rate Period,
all as determined in accordance with clause (a) or (b), respectively, under “—Flexible Interest
Rate Period-Adjustment from Flexible Interest Rates;” provided, however, that if prior to the
Company’s making such election, any Bonds have been called for redemption and such
redemption has not been effected, the effective date of such Term Interest Rate Period may not
precede such redemption date. Such notice must also specify (i) the last day of such Term
Interest Rate Period (which is either the day preceding the maturity date of the Bonds or a day
which both immediately precedes a Business Day and is at least one year after such effective
date) and (ii) unless such Term Interest Rate Period immediately succeeds a Term Interest Rate
Period of the same duration and is subject to the same optional redemption rights, is
accompanied by an opinion of Bond Counsel to the effect that such adjustment (A) is authorized
or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, and (B) will not adversely affect the Tax-Exempt status of the interest on the Bonds.
If, by 20 days prior to the end of the then-current Term Interest Rate Period, the Trustee
has not received the Company’s notice of an adjustment to a Daily Interest Rate Period, a
Weekly Interest Rate Period, a Term Interest Rate Period or a Flexible Interest Rate Period,
accompanied by appropriate opinions of Bond Counsel, then (a) in the event the then-current
Term Interest Rate Period is for one year or less, the Rate Period for the Bonds will
automatically convert to a Daily Interest Rate Period and (b) in the event the current Term
Interest Rate Period is for more than one year, the Rate Period for the Bonds will automatically
adjust to a Term Interest Rate Period of one year and one day; provided, however, that if the last
day of any successive Term Interest Rate Period will not be a day immediately preceding a
Business Day, then such successive Term Interest Rate Period will end on the first day
immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate
Period would end after the day prior to the final maturity date of the Bonds, the next succeeding
Rate Period will be a Term Interest Rate Period ending on the day prior to the final maturity date
of the Bonds; provided, further, that in the case of clause (b) above, if the Company delivers to
the Trustee an approving opinion of Bond Counsel prior to the end of the then-effective Term
Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If
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the Daily Interest Rate for the first day of any such Daily Interest Rate Period is not determined
as described under “—Daily Interest Rate Period-Determination of Daily Interest Rate,” the
Daily Interest Rate for the first day of such Daily Interest Rate Period will be 80% of the most
recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is
no longer published or no longer publishes the One-Year Note Index, the one-year note index
contained in the publication determined by the Remarketing Agent as most comparable to The
Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause
(b) above is not determined as described in the second preceding sentence, the Term Interest
Rate for such Term Interest Rate Period will be 100% of the most recent One-Year Note Index
theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no
longer publishes the One-Year Note Index, the one-year note index contained in the publication
determined by the Remarketing Agent as the most comparable to The Bond Buyer).
The notice of an adjustment to or continuation of a Term Interest Rate may specify that
such Term Interest Rate Period will be automatically renewed for successive Term Interest Rate
Periods each having the same duration as the Term Interest Rate Period so specified; provided,
however, that such election must be accompanied by an opinion of Bond Counsel to the effect
that such continuing automatic renewals of such Term Interest Rate Period (a) are authorized or
permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, and (b) will not adversely affect the Tax-Exempt status of interest on the Bonds. If
such election is made, no opinion of Bond Counsel is required in connection with the
commencement of each successive Term Interest Rate Period determined in accordance with
such election. At the same time the Company elects to have the Bonds bear interest at a Term
Interest Rate, or to continue to bear interest at a Term Interest Rate, the Company may also
specify in the notice to the Trustee optional redemption prices and periods different from those
set forth in the Indenture during the Term Interest Rate Period(s) with respect to which such
election is made; provided, however, that such notice is accompanied by an opinion of Bond
Counsel to the effect that such changes are authorized or permitted by the Utah Act, the
Wyoming Act or the Colorado Act, as applicable, and the Indenture and will not adversely affect
the Tax-Exempt status of the Bonds.
Notice of Adjustment to or Continuation of Term Interest Rate Period. The Trustee will
give notice by mail of an adjustment to or continuation of a Term Interest Rate Period to the
Owners not less than 20 days prior to the effective date of such Term Interest Rate Period. Such
notice must state (a) that the interest rate on the Bonds will be adjusted to, or continue to be, a
Term Interest Rate (subject to the Company’s ability to rescind its election as described below
under “Rescission of Election”), (b) the effective date and the last date of such Term Interest
Rate Period, (c) that the Term Interest Rate for such Term Interest Rate Period will be
determined not later than the effective date thereof, (d) how such Term Interest Rate may be
obtained from the Remarketing Agent, (e) the Interest Payment Dates after such effective date,
(f) that during such Term Interest Rate Period the holders of such Bonds will not have the right
to tender their Bonds for purchase, (g) that, except when the new Term Interest Rate Period is
preceded by a Term Interest Rate Period of the same duration, such Bonds are subject to
mandatory purchase on such effective date, and (h) the redemption provisions that will apply to
the Bonds during such Term Interest Rate Period.
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FLEXIBLE INTEREST RATE PERIOD
Determination of Flexible Segments and Flexible Interest Rates. During each Flexible
Interest Rate Period, each Bond bears interest during each Flexible Segment for such Bond at the
Flexible Interest Rate for such Bond. Each Flexible Segment for any Bond will be a period
ending on a day immediately preceding a Business Day, of not less than one nor more than 365
days determined by the Remarketing Agent to be, in its judgment, the period which, together
with all other Flexible Segments for all Bonds of such issue then outstanding, is likely to result in
the lowest overall net interest expense on such Bonds. Any Bond purchased on behalf of the
Company and remaining unsold by the Remarketing Agent as of the close of business on the
effective date of the Flexible Segment for such Bond will have a Flexible Segment of one day or,
if such Flexible Segment would not end on a day immediately preceding a Business Day, a
Flexible Segment of more than one day ending on the day immediately preceding the next
Business Day. No Flexible Segment may extend beyond the final maturity date of the Bonds.
The Flexible Interest Rate for each Flexible Segment for each Bond is the rate determined
by the Remarketing Agent (based on an examination of Tax-Exempt obligations comparable to
the Bonds known by the Remarketing Agent to have been priced or traded under then prevailing
market conditions) no later than the first day of such Flexible Segment (and in the case of a
Flexible Segment of one day, no later than 12:30 p.m. New York time, on such date) to be the
lowest rate which would enable the Remarketing Agent to sell the Bonds on the effective date of
such rate at a price (without regard to accrued interest) equal to 100% of the principal amount
thereof. If a Flexible Segment or a Flexible Interest Rate for a Flexible Segment is not
determined or effective, the Flexible Segment for such Bond will be a Flexible Segment of one
day, and the interest rate for such Flexible Segment of one day will be 80% of the most recent
One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no
longer published or no longer publishes the One-Year Note Index, the one-year note index
contained in the publication determined by the Remarketing Agent as most comparable to The
Bond Buyer). In no event may any Flexible Interest Rate exceed the lesser of 12% per annum or
the rate specified in any Alternate Credit Facility then in effect.
Adjustment to Flexible Interest Rate Period. The interest rate borne by Bonds of an issue
may be adjusted to Flexible Interest Rates upon receipt by the Issuer, the Trustee, the Paying
Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the
case may be, of a written notice from the Company. Such notice (a) must specify the effective
date of the Flexible Interest Rate Period which must be (i) a Business Day not earlier than the
twentieth day following the third Business Day after the date of receipt by the Trustee and
Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable
to the Trustee) and (ii) in the case of an adjustment from a Term Interest Rate Period, a day on
which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period; provided, however, that if
prior to the Company’s making such election any Bonds have been called for redemption and
such redemption has not theretofore been effected, the effective date of the Flexible Interest Rate
Period may not precede such redemption date and (b) in the case of an adjustment from a Term
Interest Rate Period having a duration in excess of one year, is accompanied by an opinion of
Bond Counsel to the effect that such adjustment (i) is authorized or permitted by the Indenture
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and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (ii) will not
adversely affect the Tax-Exempt status of the interest on the Bonds. During each Flexible
Interest Rate Period commencing on the date so specified (provided that the opinion of Bond
Counsel described in clause (b) above, if required, is reaffirmed as of such date) and ending on
the day immediately preceding the effective date of the next succeeding Rate Period, each Bond
will bear interest at a Flexible Interest Rate during each Flexible Segment for such Bond.
Notice of Adjustment to Flexible Interest Rate Period. The Trustee will give notice by
mail of an adjustment to a Flexible Interest Rate Period to the Owners not less than 20 days prior
to the effective date of such Flexible Interest Rate Period. Such notice must state (a) that the
interest rate on the Bonds will be adjusted to Flexible Interest Rates (subject to the Company’s
ability to rescind its election as described below under “Rescission of Election”), (b) the
effective date of such Flexible Interest Rate Period, (c) that such Bonds are subject to mandatory
purchase on the effective date of such Flexible Interest Rate Period, (d) the procedures for such
mandatory purchase, and (e) that the Owners of such Bonds do not have the right to retain their
Bonds on such effective date.
Adjustment from Flexible Interest Rates. At any time during a Flexible Interest Rate
Period, the interest rate borne by Bonds of an issue may be adjusted from Flexible Interest Rates
and the Bonds will instead bear interest as otherwise permitted in the Indenture, upon receipt by
the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank (or the Obligor
on an Alternate Credit Facility, as the case may be) of written notice from the Company
specifying the Rate Period to follow with respect to such Bonds and instructing the Remarketing
Agent to:
(a)determine Flexible Segments of such duration that, as soon as possible, all
Flexible Segments will end on the same date, not earlier than the eleventh day following
the third Business Day (or such shorter period acceptable to the Trustee) following the
receipt by the Trustee and Paying Agent of notice from the Company, which date will be
the last day of the then-current Flexible Interest Rate Period, and, upon the establishment
of such Flexible Segments, the day next succeeding the last day of all such Flexible
Segments is the effective date of the Rate Period elected by the Company; or
(b)determine Flexible Segments of such duration that will, in the judgment of
the Remarketing Agent, best promote an orderly transition to the next succeeding Rate
Period beginning not earlier than the eleventh day following the third Business Day (or
such shorter period acceptable to the Trustee) after the receipt by the Trustee and Paying
Agent of such notice.
If the Company selects alternative (b) above, the day next succeeding the last day of the Flexible
Segment for each Bond of an issue will be with respect to such Bond the effective date of the
Rate Period elected by the Company. An adjustment from a Flexible Interest Rate Period
described in this paragraph may result in some of the Bonds of an issue bearing interest at a
Daily Interest Rate, Weekly Interest Rate or Term Interest Rate while other Bonds of such issue
continue to bear interest at Flexible Interest Rates.
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DETERMINATION CONCLUSIVE
The determination of the various interest rates referred to above is conclusive and binding
upon the Remarketing Agent, the Trustee, the Paying Agent, the Issuer, the Company, the
Owners of the Bonds and the Bank (or the Obligor on an Alternate Credit Facility, as the case
may be).
RESCISSION OF ELECTION
The Company may rescind any election by it to adjust to or, in the case of a Term Interest
Rate Period, continue a Rate Period prior to the effective date of such adjustment or continuation
by giving written notice of rescission to the Issuer, the Trustee, the Paying Agent the
Remarketing Agent and the Bank (or the Obligor on an Alternate Credit Facility, as the case may
be) prior to such effective date. At the time the Company gives notice of the rescission, it may
also elect in such notice to continue the Rate Period then in effect; provided, however, that if the
Rate Period then in effect is a Term Interest Rate Period, the subsequent Term Interest Rate
Period may not be of a different duration than the Term Interest Rate Period then in effect unless
the Company provides to the Trustee an approving opinion of Bond Counsel prior to the
expiration of the then-current Term Interest Rate Period. If the Trustee receives notice of such
rescission prior to the time the Trustee has given notice to the Owners of the change in or
continuation of Rate Periods, then such notice of change in or continuation of Rate Periods is of
no force and effect and will not be given to the Owners. If the Trustee receives notice of such
rescission after the Trustee has given notice to the Owners of an adjustment from other than a
Term Interest Rate Period in excess of one year or an attempted adjustment from one Rate Period
(other than a Term Interest Rate Period in excess of one year) to another Rate Period does not
become effective for any other reason and if the Company does not elect to continue the Term
Interest Rate Period then in effect, then the Rate Period for the Bonds will automatically adjust to
or continue in a Daily Interest Rate Period and the Trustee will immediately give notice thereof
to the Owners of the Bonds. If the Trustee receives notice of such rescission after the Trustee
has given notice to the Owners of an adjustment from a Term Interest Rate Period in excess of
one year to another Rate Period (including a Term Interest Rate Period of a different duration),
or if an attempted adjustment from a Term Interest Rate Period in excess of one year to another
Rate Period (including a Term Interest Rate Period of a different duration) does not become
effective for any reason and if the Company does not elect to continue the Term Interest Rate
Period then in effect, then the Rate Period for the Bonds will continue to be a Term Interest Rate
Period of the same duration as the immediately preceding Term Interest Rate Period, subject to
the second proviso contained in the paragraph above under “—Term Interest Rate
Period-Determination of Term Interest Rate;” provided that if the Company delivers to the
Trustee an approving opinion of Bond Counsel prior to the end of the then effective Term
Interest Rate Period, the Rate Period for the Bonds will be as directed by the Company in
writing. If a Daily Interest Rate for the first day of any Daily Interest Rate Period to which a
Rate Period is adjusted in accordance with this paragraph is not determined as described in
“-Daily Interest Rate Period-Determination of Daily Interest Rate,” the Daily Interest Rate for
the first day of such Daily Interest Rate Period will be 80% of the most recent One-Year Note
Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or
no longer publishes the One -Year Note Index, the one-year note index contained in the
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publication determined by the Remarketing Agent as most comparable to The Bond Buyer). The
Trustee will immediately give written notice of each such automatic adjustment to a Rate Period
as described in this paragraph to the Owners.
Notwithstanding the rescission by the Company of any notice to adjust or continue a Rate
Period, if notice has been given to Owners of such adjustment or continuation, the Bonds are
subject to mandatory purchase as specified in such notice.
OPTIONAL PURCHASE
Daily Interest Rate Period. During any Daily Interest Rate Period, any Bond (or portions
thereof in Authorized Denominations) will be purchased at the option of the owner thereof on
any Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a)delivery to the Trustee at the Delivery Office of the Trustee and to the
Remarketing Agent at the Principal Office of the Remarketing Agent, not later than 11:00
a.m., New York time, on such Business Day, of an irrevocable written or telephonic
notice (promptly confirmed in writing), which states the principal amount and certificate
number (if the Bonds are not then held in book-entry form) of such Bond to be purchased
and the date of such purchase; and
(b)except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on such purchase date.
Weekly Interest Rate Period. During any Weekly Interest Rate Period, any Bond (or
portions thereof in Authorized Denominations) will be purchased at the option of the owner
thereof on any Wednesday, or if such Wednesday is not a Business Day, the next succeeding
Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a)delivery to the Trustee at the Delivery Office of the Trustee of an
irrevocable written notice or telephonic notice (promptly confirmed in writing) by 5:00
p.m., New York time, on any Business Day, which states the principal amount and
certificate number (if the Bonds are not then held in book-entry form) of such Bond to be
purchased and the date on which such Bond is to be purchased, which date may not be
prior to the seventh day next succeeding the date of the delivery of such notice to the
Trustee; and
(b)except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
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Trustee at or prior to 1:00 p.m., New York time, on the purchase date specified in such
notice.
Term Interest Rate Period. Any Bond (or portions thereof in Authorized Denominations)
will be purchased at the option of the owner thereof on the first day of any Term Interest Rate
Period that follows a Term Interest Rate Period of equal duration, at a purchase price equal to (x)
if the Bond is purchased on or prior to the Record Date, 100% of the principal amount thereof
plus accrued interest from the Interest Payment Date next preceding the date of purchase to the
date of purchase (unless the date of purchase is an Interest Payment Date in which case the
purchase price is equal to the principal amount thereof) or (y) if the Bond is purchased after the
Record Date, 100% of the principal amount thereof, upon:
(a)delivery to the Trustee at the Delivery Office of the Trustee on any
Business Day not less than 15 days before the purchase date of an irrevocable notice in
writing by 5:00 p.m., New York time, which states the principal amount and certificate
number (if the Bonds are not then held in book-entry form) of such Bond to be so
tendered for purchase; and
(b)except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on the date of such purchase.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE BENEFICIAL OWNER OF
THE BONDS THROUGH ITS DIRECT PARTICIPANT (AS HEREINAFTER DEFINED) MUST GIVE NOTICE TO THE
TRUSTEE TO ELECT TO HAVE SUCH BONDS PURCHASED, AND MUST EFFECT DELIVERY OF SUCH BONDS
BY CAUSING SUCH D IRECT PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL TO SUCH
BENEFICIAL OWNER’S INTEREST ON THE RECORDS OF DTC TO THE TRUSTEE’S PARTICIPANT ACCOUNT
WITH DTC. THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WITH ANY
PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED SATISFIED WHEN THE
OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC PARTICIPANTS ON THE RECORDS OF
DTC. SEE “—BOOK-ENTRY SYSTEM.”
MANDATORY PURCHASE
The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the
principal amount thereof, plus accrued interest to the purchase date described below, upon the
occurrence of any of the events stated below:
(a)as to any Bond, on the effective date of any change in a Rate Period, other
than the effective date of a Term Interest Rate Period which was preceded by a Term
Interest Rate Period of the same duration;
(b)as to each Bond in a Flexible Interest Rate Period, on the day next
succeeding the last day of any Flexible Segment with respect to such Bond; or
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(c)as to all Bonds of an issue, on the Business Day preceding an Expiration
of the Term of the Letter of Credit or an Expiration of the Term of an Alternate Credit
Facility; or
(d)as to all of the Bonds of an issue, on the next succeeding Business Day
following the day that the Trustee receives notice from the Bank or the Obligor on an
Alternate Credit Facility, as the case may be, that, following a drawing on the Letter of
Credit or the Alternate Credit Facility on an Interest Payment Date for the payment of
unpaid interest on the Bonds, the Letter of Credit or the Alternate Credit Facility will not
be reinstated in accordance with its terms.
When Bonds are subject to redemption pursuant to paragraph (c) below under
“—Optional Redemption of Bonds,” the Bonds are also subject to mandatory purchase on a day
that the Bonds would be subject to redemption, at a purchase price equal to 100% of the principal
amount thereof plus an amount equal to any premium which would have been payable on such
redemption date had the Bonds been redeemed if the Company gives notice to the Trustee on the
day prior to the redemption date that it elects to have the Bonds purchased in lieu of redemption.
If the Bonds are purchased on or prior to the Record Date, the purchase price will include
accrued interest from the Interest Payment Date next preceding the date of purchase to the date
of purchase (unless the date of purchase is an Interest Payment Date, in which case the purchase
price is equal to the amount specified in the preceding sentence). If the Bonds are purchased
after the Record Date, the purchase price does not include accrued interest.
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (c) of the second preceding paragraph, the Trustee will give notice by
mail to the Remarketing Agent and the Owners of the Bonds of the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be,
not less than 15 days prior to such Expiration, which notice must (a) describe generally any
Letter of Credit or any Alternate Credit Facility in effect prior to such Expiration, and any
Substitute Letter of Credit or Alternate Credit Facility to be in effect upon such Expiration and
state the name of the provider thereof; (b) state the date of the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be;
(c) state the rating or ratings, if any, which the Bonds are expected to receive from any rating
agency following such Expiration; (d) state that the Bonds are subject to mandatory purchase; (e)
state the purchase date; and (f) except when the Bonds are held in book-entry form, state that the
Bonds must be delivered to the New York office designated by the Trustee as the “Delivery
Office of the Trustee.”
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (d) of the third preceding paragraph, the Trustee shall, immediately
upon receipt of notice from the Bank or the Obligor on a Alternate Credit Facility, as the case
may be, that the Letter of Credit or the Alternate Credit Facility will not be reinstated in
accordance with its terms, give Electronic Notice and notice by overnight mail service to the
Remarketing Agent and to the Owners of the Bonds at their addresses shown on the registration
books kept by the Registrar, which notice shall (a) describe generally any Letter of Credit or any
Alternate Credit Facility in effect prior to such mandatory purchase; (b) state that the Letter of
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Credit or the Alternate Credit Facility, as the case may be, is not being reinstated in accordance
with its terms; (c) state that the Bonds are subject to mandatory purchase; (d) state the purchase
date; and (e) except when the Bonds are held in book-entry form, state that the Bonds must be
delivered to the New York office designated by the Trustee as the ”Delivery Office of the
Trustee.”
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF M ANDATORY
PURCHASE OF BONDS WILL BE GIVEN BY THE TRUSTEE TO DTC ONLY, AND NEITHER THE ISSUER, THE
TRUSTEE, THE COMPANY NOR ANY REMARKETING AGENT HAS ANY RESPONSIBILITY FOR THE DELIVERY
OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY ANY DIRECT PARTICIPANTS
TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY D IRECT P ARTICIPANTS OR INDIRECT
PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG AS THE BONDS ARE HELD IN
BOOK-ENTRY FORM, THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WITH
ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED SATISFIED WHEN THE
OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DIRECT PARTICIPANTS ON THE RECORDS OF
DTC. SEE “BOOK-ENTRY SYSTEM.”
PURCHASE OF BONDS
On the date on which Bonds are delivered to the Trustee for purchase as specified above
under “—Optional Purchase” or “—Mandatory Purchase,” the Trustee will pay the purchase
price of such Bonds solely from the following sources in the order of priority indicated, and the
Trustee has no obligation to use funds from any other source:
(a)Available Moneys (as hereinafter defined) furnished by the Company to
the Trustee for the purchase of Bonds;
(b)proceeds of the sale of such Bonds (other than Bonds sold to the
Company, any subsidiary of the Company, any guarantor of the Company, the Issuer or
any “insider” (as defined in the United States Bankruptcy Code) of any of the
aforementioned) by the Remarketing Agent;
(c)Available Moneys or moneys provided pursuant to the Letter of Credit or
an Alternate Credit Facility, as the case may be, for the payment of the purchase price of
the Bonds furnished by the Trustee pursuant to the Indenture for the purchase of Bonds
deemed paid in accordance with the defeasance provisions of the Indenture;
(d)moneys furnished pursuant to the Letter of Credit or an Alternate Credit
Facility, as the case may be, to the Trustee for the payment of the purchase price of the
Bonds; and
(e)any other moneys furnished by the Company to the Trustee for purchase
of the Bonds;
provided, however, that funds for the payment of the purchase price of defeased Bonds may be
derived only from the sources described in (c) above, in such order of priority.
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“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate
Credit Facility is in effect, (i) moneys on deposit in trust with the Trustee as agent and bailee for
the Owners of the Bonds for a period of at least 123 days prior to and during which no petition in
bankruptcy or similar insolvency proceeding has been filed by or against the Company or the
Issuer (or any subsidiary of the Company, any guarantor of the Company or any insider (as
defined in the United States Bankruptcy Code), to the extent that such moneys were deposited by
any of such subsidiary, guarantor or insider) or is pending (unless such petition has been
dismissed and such dismissal is final and not subject to appeal) and (ii) (A) proceeds of the
issuance of refunding bonds (including proceeds from the investment thereof), and (B) any other
moneys, if, in the written opinion of nationally recognized counsel experienced in bankruptcy
matters selected by the Company (which opinion is in a form acceptable to the Trustee, to
Moody’s, if the Bonds are then rated by Moody’s and to S&P, if the Bonds are then rated by
S&P, and is delivered to the Trustee at or prior to the time of the deposit of such proceeds with
the Trustee), the deposit and use of such proceeds or other moneys will not constitute a voidable
preference under Section 547 of the United States Bankruptcy Code in the event either the Issuer
or the Company were to become a debtor under the United States Bankruptcy Code (the
“Preference Opinion Condition”), and (b) at any time that a Letter of Credit or an Alternate
Credit Facility is not in effect, any moneys on deposit with the Trustee as agent and bailee for the
Owners of the Bonds and proceeds from the investment thereof.
REMARKETING OF BONDS
The Remarketing Agent will offer for sale and use its best efforts to remarket any Bond
subject to purchase pursuant to the optional or mandatory purchase provisions described above,
any such remarketing to be made at a price equal to 100% of the principal amount thereof plus
accrued interest, if any, to the purchase date. The Company may direct the Remarketing Agent
from time to time to cease and to resume sales efforts with respect to some or all of the Bonds.
Anything in the Indenture to the contrary notwithstanding, at any time during which the
Letter of Credit or an Alternate Credit Facility, as the case may be, is in effect, there will be no
sales of Bonds as described in the preceding paragraph, if (a) there has occurred and has not been
cured or waived an Event of Default described in paragraphs (a), (b) or (c) under the caption
“THE INDENTURES—Defaults” of which the Remarketing Agent and the Trustee have actual
knowledge or (b) the Bonds have been declared to be immediately due and payable as described
under the caption “THE INDENTURES—Remedies” and such declaration has not been rescinded
pursuant to the Indenture.
OPTIONAL REDEMPTION OF BONDS
Bonds of any issue may be redeemed at the option of the Company (but only with the
consent of the Bank (or, if applicable, by the Obligor on an Alternate Credit Facility, if required
by the Alternate Credit Facility)), in whole, or in part by lot, prior to their maturity date as
follows:
(a)On any Business Day during a Daily Interest Rate Period or Weekly
Interest Rate Period, the Bonds of an issue may be redeemed at a redemption price equal
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to 100% of the principal amount thereof plus accrued interest, if any, to the date of
redemption.
(b)During any Flexible Interest Rate Period, each Bond may be redeemed on
the day next succeeding the last day of each Flexible Segment for such Bond at a
redemption price equal to 100% of its principal amount.
(c)During any Term Interest Rate Period and on the day next succeeding the
last day of each Term Interest Rate Period, the Bonds of an issue may be redeemed
during the periods specified below, in whole or in part at any time, at the redemption
prices set forth below plus accrued interest, if any, to the redemption date:
LENGTH OF TERM
INTEREST RATE PERIOD
REDEMPTION DATES
AND PRICES
Greater than 13 years At any time on or after the 10th anniversary of the effective
date of the Term Interest Rate Period at 102% declining 1%
annually to 100%
Greater than 10 and less than or
equal to 13 years
At any time on or after the 5th anniversary of the effective
date of the Term Interest Rate Period at 102% declining 1%
annually to 100%
Greater than 7 and less than or
equal to 10 years
At any time on or after the 3rd anniversary of the effective
date of the Term Interest Rate Period at 102% declining 1%
annually to 100%
Greater than 4 and less than or
equal to 7 years
At any time on or after the 2nd anniversary of the effective
date of the Term Interest Rate Period at 101% declining
1/2% annually to 100%
Greater than 2 and less than or
equal to 4 years
At any time on or after the 2nd anniversary of the effective
date of the Term Interest Rate Period at 101% declining
1/2% each six months thereafter to 100%
Greater than 1 and less than or
equal to 2 years
At any time on or after the 1st anniversary of the effective
date of the Term Interest Rate Period at 100-1/2% declining
1/2% six months thereafter to 100%
Less than or equal to 1 year Not redeemable
With respect to any Term Interest Rate Period, the Company may specify in the notice
described above in the third paragraph under “—Term Interest Rate Period-Adjustment to or
Continuation of Term Interest Rate Period” redemption provisions, prices and periods other than
those set forth above; provided, however, that such notice is accompanied by an opinion of Bond
Counsel to the effect that such changes are authorized or permitted by the Utah Act, the
Wyoming Act or the Colorado Act, as applicable, and the Indenture and will not adversely affect
the Tax-Exempt status of the Bonds.
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EXTRAORDINARY OPTIONAL REDEMPTION OF BONDS
At any time, the Bonds of an issue are subject to redemption at the option of the
Company in whole or in part (and if in part, by lot), at a redemption price equal to 100% of the
principal amount thereof plus accrued interest to the redemption date, upon receipt by the
Trustee of a written notice from the Company (but only with the consent of the Bank (or, if
applicable, by the Obligor on an Alternate Credit Facility, if required by the Alternate Credit
Facility)) stating that any of the following events has occurred and that the Company therefore
intends to exercise its option to prepay the payments due under the Loan Agreement in whole or
in part and thereby effect the redemption of the Bonds of an issue in whole or in part to the
extent of such prepayments:
(a)the Company has determined that the continued operation of the Plant is
impracticable, uneconomical or undesirable for any reason; or
(b)the Company has determined that the continued operation of the Project is
impracticable, uneconomical or undesirable due to (i) the imposition of taxes, other than
ad valorem taxes currently levied upon privately owned property used for the same
general purpose as the Project, or other liabilities or burdens with respect to the Project or
the operation thereof, (ii) changes in technology, in environmental standards or legal
requirements or in the economic availability of materials, supplies, equipment or labor or
(iii) destruction of or damage to all or part of the Project; or
(c)all or substantially all of the Project or the Plant has been condemned or
taken by eminent domain; or
(d)the operation of the Project or the Plant has been enjoined or has otherwise
been prohibited by, or conflicts with, any order, decree, rule or regulation of any court or
of any federal, state or local regulatory body, administrative agency or other
governmental body.
SPECIAL MANDATORY REDEMPTION OF BONDS
The Bonds are subject to mandatory redemption at 100% of the principal amount thereof
plus accrued interest, if any, to the date of redemption upon the occurrence of the following
events.
The Bonds will be redeemed in whole within 180 days following a “Determination of
Taxability” as defined below; provided that, if in the opinion of Bond Counsel delivered to the
Trustee, the redemption of a specified portion of the Bonds outstanding would have the result
that interest payable on the Bonds remaining outstanding after such redemption would remain
Tax-Exempt, then the Bonds will be redeemed in part by lot (in Authorized Denominations) in
such amount as Bond Counsel in such opinion has determined is necessary to accomplish that
result. A “Determination of Taxability” is deemed to have occurred if, as a result of an Event of
Taxability (as defined below), a final decree or judgment of any federal court or a final action of
the Internal Revenue Service determines that interest paid or payable on any Bond is or was
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includible in the gross income of an owner of the Bonds for federal income tax purposes under
the Code (other than an owner who is a “substantial user” or “related person” within the
meaning of Section 103(b)(13) of the 1954 Code). However, no such decree or action will be
considered final for this purpose unless the Company has been given written notice and, if it is so
desired and is legally allowed, has been afforded the opportunity to contest the same, either
directly or in the name of any owner of a Bond, and until conclusion of any appellate review, if
sought. If the Trustee receives written notice from any owner stating (a) that the owner has been
notified in writing by the Internal Revenue Service that it proposes to include the interest on any
Bond in the gross income of such owner for the reasons described therein or any other
proceeding has been instituted against such owner which may lead to a final decree or action as
described in the Loan Agreement, and (b) that such owner will afford the Company the
opportunity to contest the same, either directly or in the name of the owner, until a conclusion of
any appellate review, if sought, then the Trustee will promptly give notice thereof to the
Company, the Insurer, the Bank (or the Obligor on an Alternate Credit Facility, as the case may
be), the Issuer and the owner of each Bond then outstanding. If a final decree or action as
described above thereafter occurs and the Trustee has received written notice thereof at least 45
days prior to the redemption date, the Trustee will make the required demand for prepayment of
the amounts payable under the Loan Agreement for prepayment of the Bonds and give notice of
the redemption of the Bonds at the earliest practical date, but not later than the date specified in
the Loan Agreement, and in the manner provided by the Indenture. An “Event of Taxability”
means the failure of the Company to observe any covenant, agreement or representation in the
Loan Agreements, which failure results in a Determination of Taxability.
PROCEDURE FOR AND NOTICE OF REDEMPTION
If less than all of the Bonds of an issue are called for redemption, the particular Bonds or
portions thereof to be redeemed will be selected by the Trustee, by lot. In selecting Bonds for
redemption, the Trustee will treat each Bond as representing that number of Bonds which is
obtained by dividing the principal amount of each Bond by the minimum Authorized
Denomination. Notwithstanding the foregoing provisions, Pledged Bonds shall be redeemed
prior to any other Bonds. Any Bonds selected for redemption which are deemed to be paid in
accordance with the provisions of the Indenture will cease to bear interest on the date fixed for
redemption. Subject to the procedures described below under “—Book-Entry System” for
Bonds held in book-entry form, upon presentation and surrender of such Bonds at the place or
places of payment, such Bonds will be paid and redeemed. Notice of redemption will be given
by mail as provided in the Indenture, at least 30 days and not more than 60 days prior to the
redemption date, provided that the failure to duly give notice by mailing to any Owner, or any
defect therein, does not affect the validity of any proceedings for the redemption of any other of
the Bonds. Such notice will also be sent to the Remarketing Agent, the Insurer, the Bank or the
Obligor on an Alternative Credit Facility, as the case may be, the Company Mortgage Trustee,
Moody’s, S&P, securities depositories and bond information services.
With respect to notice of any optional redemption of the Bonds, as described above,
unless upon the giving of such notice, such Bonds are deemed to have been paid within the
meaning of the Indenture, such notice may state that such redemption is conditional upon the
receipt by the Trustee, on or prior to the date fixed for such redemption, of Available Moneys
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sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed. If
such Available Moneys are not so received, the redemption will not be made and the Trustee will
give notice, in the manner in which the notice of redemption was given, that such redemption
will not take place.
SPECIAL CONSIDERATIONS RELATING TO THE BONDS
The Remarketing Agents are Paid By the Company. The Remarketing Agents’
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 applicable Indenture and the Remarketing Agreement), all as further described in
this Reoffering Circular. The Remarketing Agents are appointed by the Company and paid by
the Company for their services. As a result, the interests of the Remarketing Agents may differ
from those of existing Holders and potential purchasers of Bonds.
The Remarketing Agents May Purchase Bonds for their Own Accounts. The Remarketing
Agents act as remarketing agents for a variety of variable rate demand obligations and, in their
sole discretion, may purchase such obligations for their own accounts. The Remarketing Agents
are permitted, but not obligated, to purchase tendered Bonds for their own accounts and, in their
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 Agents are not obligated to purchase Bonds, and may
cease doing so at any time without notice. The Remarketing Agents 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 Agents are not required to make a market in the Bonds. The Remarketing
Agents may also sell any Bonds they have purchased to one or more affiliated investment
vehicles for collective ownership or enter into derivative arrangements with affiliates or others in
order to reduce their exposure to the Bonds. The purchase of Bonds by the Remarketing Agents
may create the appearance that there is greater third party demand for the Bonds in the market
than is actually the case. The practices described above also may result in fewer Bonds being
tendered in a remarketing.
Bonds May be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indentures and the Remarketing Agreements, the
Remarketing Agents are required to determine the applicable rate of interest that, in their
judgment, is the lowest rate that would permit the sale of the Bonds bearing interest at the
applicable interest rate at par plus accrued interest, if any, on and as of the applicable interest rate
determination date. The interest rate will reflect, among other factors, the level of market
demand for the Bonds (including whether the Remarketing Agents are willing to purchase Bonds
for their own accounts). There may or may not be Bonds tendered and remarketed on an interest
rate determination date, the Remarketing Agents may or may not be able to remarket any Bonds
tendered for purchase on such date at par and the Remarketing Agents may sell Bonds at varying
prices to different investors on such date or any other date. The Remarketing Agents are not
obligated to advise purchasers in a remarketing if they do not have third party buyers for all of
the Bonds at the remarketing price. In the event a Remarketing Agent owns any Bonds for its
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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 Agents may buy and sell Bonds other than through the tender process.
However, they are 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 Tender Agent 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 Agents May Resign, Without a Successor Being Named. The
Remarketing Agents may resign, upon 30 days’ prior written notice, without a successor having
been named.
BOOK-ENTRY SYSTEM
The following information in this section concerning The Depository Trust Company,
New York, New York (“DTC”), and its book-entry system has been furnished for use in the
Reoffering Circular by DTC. None of the Company, the Issuers or the Remarketing Agents take
any responsibility for the accuracy of such information.
DTC will act as securities depository for the Bonds. The Bonds were issued as
fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One
fully-registered Bond certificate will be issued for the Bonds of each issue, in the aggregate
principal amount thereof, and will be deposited with DTC. One fully-registered Bond was issued
for each issue of the Bonds, in the aggregate principal amount of such issue, and was deposited
with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC
is a whole-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
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the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S and non-U.S. securities brokers and dealers, banks and trust companies and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest
of each Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct
and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Bonds, except in the event that use
of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
are registered in the name of DTC’s partnership nominee, Cede & Co, or such other name as
may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and
their registration in the name of Cede & Co., or such other DTC nominee, does not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may
wish to take certain steps to augment transmission to them of notices of significant events with
respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to
documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to
the registrar and request that copies of notices be provided directly to them.
While Bonds are in the book-entry system, redemption notices will be sent to DTC. If
less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be redeemed.
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As long as the book-entry system is used for the Bonds, redemption notices will be sent
to Cede & Co. If less than all of the Bonds of any issue are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with
respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
As long as the book-entry system is used for the Bonds, principal or purchase price of
and premium, if any, and interest payments on, the Bonds will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC’s practice is
to credit Direct Participants’ accounts upon DTC’s receipt of fund and corresponding detailed
information from the Issuer or the Trustee, on the payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, the Company, the Paying Agent, the Trustee,
the Remarketing Agent or the Issuer, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal, purchase price, premium and interest with
respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of
such payments to Direct Participants are the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners are the responsibility of Direct and Indirect Participants.
A Beneficial Owner must give notice to elect to have its Bonds purchased or tendered,
through its Participant, to the Remarketing Agent, and must effect delivery of such Bonds by
causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s
records, to the Remarketing Agent. The requirement for physical delivery of Bonds in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and
followed by a book-entry credit of tendered Bonds to the Remarketing Agent’s DTC account.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Bond certificates will be
printed and delivered.
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None of the Issuer, the Company, the Remarketing Agent, the Trustee nor the Paying
Agent will have any responsibility or obligation to any securities depository, any Participants in
the Book-Entry System or the Beneficial Owners with respect to (a) the accuracy of any records
maintained by the securities depository or any Participant; (b) the payment by the securities
depository or by any Participant of any amount due to any Beneficial Owner in respect of the
principal amount or redemption of, or interest on, any Bonds; (c) the delivery of any notice by
the securities depository or any Participant; (d) the selection of the Beneficial Owners to receive
payment in the event of any partial redemption of the Bonds; or (e) any other action taken by the
securities depository or any Participant.
TERMINATION OF BOND INSURANCE
Concurrently with the issuance of the Bonds, Ambac issued an Ambac Insurance Policy
with respect to the Bonds of each issue to guarantee the payment of principal of and interest on
the applicable Bonds when due. In connection with the delivery of the Letters of Credit, Ambac,
the Company, the Trustee, each of the Issuers and the Company, acting as owner of Bonds, will
enter into separate Release Agreements, pursuant to which Ambac will be released from all
liabilities under each Ambac Insurance Policy and will surrender any and all rights under the
Trust Indentures and payment of principal of and interest on the Bonds when due will no longer
be guaranteed by Ambac under the Ambac Insurance Policies. Purchasers of the Bonds will be
deemed to have consented to the provisions of the Release Agreements, including but not limited
to the release of Ambac from all liabilities under the applicable Ambac Insurance Policy.
Purchasers of the Bonds have no claims against Ambac for the payment of principal
of and interest on the Bonds under the Ambac Insurance Policies and may only look to the
Bank (so long as the Bank is obligated to make such payment under the Letter of Credit),
an Obligor on an Alternate Credit Facility (to the extent the such Obligor is obligated to
make such payment under an Alternate Credit Facility) or the Company.
Under the Indenture and the Loan Agreement, PacifiCorp has reserved the right
following the expiration or termination of the Letter of Credit to obtain an Insurance Policy as all
or part of an Alternate Credit Facility. References in the Indenture, the Loan Agreement and in
this Reoffering Circular to the Insurer or an Insurance Policy, refer to the provider of such
Insurance Policy or such Insurance Policy and not to Ambac or the Ambac Insurance Policies;
provided, however, that Ambac is not prevented from providing an Insurance Policy in the future
as all or part of an Alternate Credit Facility. No Insurance Policy will be in place while the
Letter of Credit is in effect.
THE LETTERS OF CREDIT AND THE CREDIT AGREEMENTS
Each Letter of Credit will operate independently. A default under a Letter of Credit with
respect to the Bonds of one issue may not, in and of itself, constitute a default under a Letter of
Credit with respect to the Bonds of any other issue; however, the same occurrence may
constitute a default under the Letter of Credit with respect to Bonds of more than one issue. The
Letters of Credit contain substantially identical terms, and the following is a summary of certain
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provisions common to the Letters of Credit. All references in this summary to the Issuer, the
Trustee, the Bank, the Remarketing Agent, the Letter of Credit, the Indenture, the Loan
Agreement, the Bonds and other documents and parties are deemed to refer to the Issuer, the
Trustee, the Bank, the Remarketing Agent, the Letter of Credit, the Indenture, the Bonds and
such other documents and parties, respectively, relating to each issue of the Bonds.
LETTERS OF CREDIT
On the date of reoffering of the Bonds, the Bank will issue in favor of the Trustee for
each issue of Bonds a separate Letter of Credit in the form of a direct pay letter of credit. Each
Letter of Credit will be issued in the aggregate principal amount of the applicable issue of Bonds
plus 48 days’ interest at 12% per annum, on the basis of a 365 day year (as from time to time
reduced and reinstated as provided in each Letter of Credit). Each Letter of Credit will permit
the Trustee to draw up to an amount equal to the then outstanding principal amount of the
applicable issue of Bonds to pay the unpaid principal thereof and accrued interest on such Bonds,
subject to the terms, conditions and limitations stated therein. The Letter of Credit for each issue
of the Bonds will be substantially in the form attached hereto as Appendix E.
Each Letter of Credit will expire on November 19, 2009, but will be automatically
extended, without written amendment, to, and shall expire on, November 19, 2010, unless on or
before October 20, 2009, notice is received by the Trustee stating that the Bank elects not to
extend such Letter of Credit beyond November 19, 2009. The date on which the Letter of Credit
expires as described in the preceding sentence, or if such date is not a Business Day then the first
succeeding Business Day thereafter is defined in the Letter of Credit as the Expiration Date. As
used in each Letter of Credit, the term “Business Day” means a day on which the San Francisco
Letter of Credit Operations Office of the Bank is open for business.
Each drawing honored by the Bank under each Letter of Credit will immediately reduce
the available amount thereunder by the amount of such drawing. Any drawing to pay interest
will be automatically reinstated on the eighth (8th) Business Day following the date such
drawing is honored by the Bank, unless the Company shall have received notice from the Bank
no later than seven (7) Business Days after such drawing is honored that there shall be no such
reinstatement. Any drawing to pay the purchase price of a Bond shall be reinstated if the Bonds
related to such drawing are remarketed and the remarketing proceeds are paid to the Bank prior
to the Expiration Date in an amount equal to the sum of (i) the amount paid to the Bank from
such remarketing proceeds and (ii) interest on such amount. See Appendix E.
CREDIT AGREEMENTS
General. The Company is party to that certain $800,000,000 Amended and Restated
Credit Agreement dated July 6, 2006 among the Company, the financial institutions party
thereto, the Administrative Agent (as defined below) and The Royal Bank of Scotland plc, as
syndication agent (together with all related documents, the “2006 Credit Agreement”) and that
certain $700,000,000 Credit Agreement dated October 23, 2007 among the Company, the
financial institutions party thereto, the Administrative Agent and The Royal Bank of Scotland
plc, as syndication agent (together with all related documents, the “2007 Credit Agreement”). In
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addition, the Company has executed and delivered a separate Letter of Credit Agreement (each, a
“Letter of Credit Agreement” and collectively, the “Letter of Credit Agreements”) requesting
that the Bank issue a letter of credit for each issue of Bonds and governing the issuance thereof.
The Letter of Credit Agreements, the 2006 Credit Agreement and the 2007 Credit Agreement are
collectively referred to herein as the “Credit Agreements.” Each Letter of Credit is issued
pursuant to either the 2006 Credit Agreement or the 2007 Credit Agreement, together with the
related Letter of Credit Agreement.
The Credit Agreements define the relationship between the Company and the financial
institutions party thereto, including the Bank; neither the Issuers nor the Trustee have any
interest in the Credit Agreements or in any of the funds or accounts created under them. Under
the Credit Agreements, the Company has agreed to reimburse the Bank for any drawings under
the related 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 2006 Credit Agreement
or the 2007 Credit Agreement, as applicable, that are not otherwise defined in this Reoffering
Circular will have the meanings set forth below.
“Administrative Agent” means, with respect to the 2006 Credit Agreement, JPMorgan
Chase Bank, N.A. in its capacity as administrative agent for the Syndicate Banks and its
successors in such capacity, and with respect to the 2007 Credit Agreement, Union Bank of
California, N.A. in its capacity as administrative agent for the Syndicate Banks and its successors
in such capacity.
“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the respective Credit Agreement, the amount set forth opposite its name on the
commitment schedule as its Commitment and (ii) with respect to each additional Syndicate Bank
or assignee which becomes a Syndicate Bank pursuant to either of the Credit Agreements, the
amount of the Commitment thereby assumed by it, in each case as such amount may from time
to time be reduced or increased pursuant to the respective Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the
respective Credit Agreement) of such Person, (v) all non-contingent reimbursement, indemnity
or similar obligations of such Person in respect of amounts paid under a letter of credit, surety
bond or similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person,
whether or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as
defined in the respective Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
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“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the respective
Credit Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the respective Credit Agreement) or any combination of the foregoing pursuant to the
respective Credit Agreement.
“Material Debt” means Debt of the Company arising under a single or series of related
instruments or other agreements exceeding $35,000,000 in principal amount.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means any individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Reimbursement Obligations” means, if Commitments remain in effect on the date
payment is made by the Issuing Bank, all such amounts paid by an Issuing Bank and remaining
unpaid by the Company after the date and time required for payment under the respective Credit
Agreement.
“Required Banks” means at any time Syndicate Banks having more than 50% of the total
Commitments under the respective Credit Agreement, or if the Commitments shall have been
terminated, holding more than 50% of the sum of the outstanding Loans and letter of credit
liabilities.
“Syndicate Bank” or “Syndicate Banks” means, individually or collectively, each bank
or other financial institution listed on the signature pages to the respective Credit Agreements,
each assignee which becomes a Syndicate Bank pursuant to the respective Credit Agreements,
and their respective successors.
Events of Default and Remedies. Any one or more of the following events constitute an
event of default (an “Event of Default”) under the respective Credit Agreement:
(a)the Company shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation or shall fail to pay, within five days of the due date thereof,
any interest, commitment fees or facility fees payable hereunder or shall fail to cash
collateralize any letter of credit pursuant to the respective Credit Agreement;
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(b)the Company shall fail to pay any other amount claimed by one or more
Syndicate Banks under the respective Credit Agreement within five days of the due date
thereof, unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid
claimed amount does not exceed $100,000 and (iii) the aggregate of all such unpaid
claimed amounts does not exceed $300,000;
(c)the Company shall fail to observe or perform certain specified financial
covenants contained in the respective Credit Agreement;
(d)the Company shall fail to observe or perform any covenant or agreement
contained in the respective Credit Agreement (other than those covered by clause (a), (b)
or (c) above) for 15 days after written notice thereof has been given to the Company by
the Administrative Agent at the request of any Syndicate Bank;
(e)any representation, warranty, certification or statement made by the
Company in the respective Credit Agreement or in any certificate, financial statement or
other document delivered pursuant to such Credit Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);
(f)the Company shall fail to make any payment in respect of any Material
Debt (other than Loans or any Reimbursement Obligation) or Material Hedging
Obligations (as defined in the respective Credit Agreement) when due or within any
applicable grace period;
(g)any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of such Material
Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;
(h)the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;
(i)an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
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(j)the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate a Material Plan (as defined in the 2006 Credit Agreement) shall be
filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability in excess of
$25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or to
cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any Multiemployer Plan (as defined in the 2006 Credit
Agreement) against any member of the ERISA Group to enforce Section 515 or
4219(c)(5) of ERISA in respect of an amount or amounts aggregating in excess of
$25,000,000, and such proceeding shall not have been dismissed within 20 days
thereafter; or a condition shall exist by reason of which the PBGC would be entitled to
obtain a decree adjudicating that any Material Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which would
cause one or more members of the ERISA Group to incur a current payment obligation in
excess of $25,000,000;
(k)a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days;
(l)MidAmerican Energy Holdings Company or any wholly-owned subsidiary
thereof that owns common stock of the Company (“MidAmerican”) shall fail to own
(directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding
shares of common stock of the Company; any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except
Berkshire Hathaway Inc. or any wholly-owned subsidiary thereof, shall acquire a
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act) of 35% or more of the outstanding shares of
common stock of MidAmerican; or, during any period of 14 consecutive calendar months
commencing on or after March 21, 2006, individuals who were directors of the Company
on the first day of such period and any new director whose election by the board of
directors of the Company or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the applicable period or whose election or nomination
for election was previously so approved, shall cease to constitute a majority of the board
of directors of the Company.
Upon the occurrence of any Event of Default under the respective Credit Agreement, the
Administrative Agent shall (i) if request by the Required Banks, by notice to the Company
terminate the Commitments and the obligation of each Syndicate Bank to make Loans
thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and
such obligations to make Loans and issue new Letters of Credit shall thereupon terminate, and
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(ii) if requested by the Required Banks, by notice to the Company declare the Loans (together
with accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the respective Credit Agreement to be, and the same
shall thereupon become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Company; provided that in the
case of any of the Events of Default specified in clause (h) or (i) above with respect to the
Company, without any notice to the Company or any other act by the Administrative Agent or
the Syndicate Banks, the Commitments shall thereupon terminate and the Loans (together with
accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the respective Credit Agreement shall become
immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Company.
The Company agrees, in addition to the Events of Default provisions above, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an
outstanding letter of credit issued under the respective Credit Agreement, pay to the
Administrative Agent an amount in immediately available funds (which funds shall be held as
collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to the
aggregate amount available for drawing under all letters of credit issued under the respective
Credit Agreements outstanding at such time (or, in the case of a request by an Issuing Bank, all
such letters of credit issued by it); provided that, upon the occurrence of any Event of Default
specified in clause (h) or (i) above with respect to the Company, and on the scheduled
termination date of the respective Credit Agreement, the Company shall pay such amount
forthwith without any notice or demand or any other act by the Administrative Agent, any
Issuing Bank or any Syndicate Bank.
THE LOAN AGREEMENTS
Each Loan Agreement will operate independently. A default under one Loan Agreement
will not necessarily constitute a default under the other Loan Agreements. The Loan Agreements
contain substantially identical terms, and the following is a summary of certain provisions
common to the Loan Agreements. All references in this summary to the Issuer, the Bank, the
Loan Agreement and payments thereunder, the Indenture, the Letter of Credit, the Bonds, the
Prior Bonds, the Facilities, the Project and other documents and parties are deemed to refer to
the Issuer, the Bank, the Loan Agreement and such payments, the Indenture, the Letter of Credit,
the Bonds, the Prior Bonds, the Facilities, the Project and such other documents and parties,
respectively, relating to each issue of the Bonds.
ISSUANCE OF THE BONDS; LOAN OF PROCEEDS
The Issuer issued the Bonds for the purpose of refunding the Prior Bonds, the proceeds of
which were used to finance or refinance, as the case may be, a portion of the Company’s share of
the costs of acquiring and improving the Facilities. The proceeds of the sale of the Bonds have
been used to refund the Prior Bonds.
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LOAN PAYMENTS; THE FIRST MORTGAGE BONDS
As and for repayment of the loan made to the Company by the Issuer, the Company will
pay to the Trustee, for the account of the Issuer, an amount equal to the principal of, premium, if
any, and interest on the Bonds when due on the dates, in the amounts and in the manner provided
in the Indenture for the payment of the principal of, premium, if any, and interest on the Bonds,
whether at maturity, upon redemption, acceleration or otherwise (“Loan Payments”); provided,
however, that the obligation of the Company to make any such Loan Payment will be reduced by
the amount of any reduction under the Indenture of the amount of the corresponding payment
required to be made by the Issuer thereunder; and provided further that the obligation of the
Company to make any such payment is deemed to be satisfied and discharged to the extent of the
corresponding payment made (a) by the Bank to the Trustee under the Letter of Credit, (b) by the
Obligor on an Alternate Credit Facility to the Trustee under such Alternate Credit Facility or (c)
by the Company of principal of or premium, if any, or interest on the First Mortgage Bonds.
The Company’s obligation to repay the loan made to it by the Issuer is secured by First
Mortgage Bonds delivered to the Trustee equal in principal amount to, and bearing interest at the
same rate and maturing on the same date as, the Bonds. The payments to be made by the
Company pursuant to the Loan Agreement and the First Mortgage Bonds are pledged under the
Indenture by the Issuer to the Trustee, and the Company is to make all payments thereunder and
thereon directly to the Trustee. See “THE FIRST MORTGAGE BONDS—General” below.
Pursuant to the Loan Agreement, the Company may provide for the release of its First
Mortgage Bonds by delivering to the Trustee collateral in substitution for the First Mortgage
Bonds (“Substitute Collateral”), but only if the Company, on the date of delivery of such
Substitute Collateral, simultaneously delivers to the Trustee (a) an opinion of Bond Counsel
stating that delivery of such Substitute Collateral and release of the First Mortgage Bonds
complies with the terms of the Loan Agreement and will not adversely affect the Tax-Exempt
status of the Bonds; (b) written evidence from the Insurer and from the Bank or Obligor on an
Alternate Credit Facility, as the case may be, to the effect that they have reviewed the proposed
Substitute Collateral and find it to be acceptable; and (c) written evidence from Moody’s, if the
Bonds are then rated by Moody’s, and from S&P, if the Bonds are then rated by S&P, in each
case to the effect that such rating agency has reviewed the Substitute Collateral and that the
release of the First Mortgage Bonds and the substitution of the Substitute Collateral for the First
Mortgage Bonds will not, by itself, result in a reduction, suspension or withdrawal of such rating
agency’s rating or ratings of the Bonds.
PAYMENTS OF PURCHASE PRICE
The Company will pay or cause to be paid to the Trustee amounts equal to the amounts to
be paid by the Trustee pursuant to the Indenture for the purchase of outstanding Bonds
thereunder (see “THE BONDS-Optional Purchase” and “—Mandatory Purchase”), such amounts to
be paid to the Trustee as the purchase price for the Bonds tendered for purchase pursuant to the
Indenture, on the dates such payments are to be made; provided, however, that the obligation of
the Company to make any such payment under the Loan Agreement will be reduced by the
amount of any moneys held by the Trustee under the Indenture and available for such payment.
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From the date of delivery of the Letter of Credit to and including the Interest Payment
Date next preceding the Expiration of the Term of the Letter of Credit (or the Expiration of the
Term of an Alternate Credit Facility, as the case may be), the Company will provide for the
payment of the amounts to be paid by the Trustee for the purchase of Bonds by providing for the
delivery of the Letter of Credit (or an Alternate Credit Facility, as the case may be) to the
Trustee. The Trustee has been directed to draw moneys under the Letter of Credit (or an
Alternate Credit Facility, as the case may be), in accordance with the provisions of the Indenture
and the Letter of Credit (or an Alternate Credit Facility, as the case may be), to obtain the
moneys necessary to pay the purchase price of Bonds when due.
OBLIGATION ABSOLUTE
The Company’s obligation to make payments under the Loan Agreement and otherwise
on the First Mortgage Bonds is absolute, irrevocable and unconditional and is not subject to
cancellation, termination or abatement, or to any defense other than payment, or to any right of
setoff, counterclaim or recoupment arising out of any breach under the Loan Agreement or the
Indenture or otherwise by the Company, the Trustee, the Remarketing Agent, the Insurer, the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), or any other party or
out of any obligation or liability at any time owing to the Company by any such party.
EXPENSES
The Company is obligated to pay reasonable compensation and to reimburse certain
expenses and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, the
Paying Agent, Moody’s and S&P directly to such entity.
TAX COVENANTS; TAX-EXEMPT STATUS OF BONDS
The Company covenants that the Bond proceeds, the earnings thereon and other moneys
on deposit with respect to the Bonds will not be used in such a manner as to cause the Bonds to
be “arbitrage bonds” within the meaning of the Code.
The Company covenants that it has not taken, and will not take, or permit to be taken on
its behalf, any action which would adversely affect the Tax-Exempt status of the Bonds and will
take, or require to be taken, such action as may, from time to time, be required under applicable
law or regulation to continue to cause the Bonds to be Tax-Exempt. See “TAX EXEMPTION.”
OTHER COVENANTS OF THE COMPANY
Maintenance of Existence; Conditions Under Which Exceptions Permitted. The
Company covenants that it will maintain in good standing its corporate existence as a corporation
organized under the laws of one of the states of the United States or the District of Columbia and
will remain duly qualified to do business in the State of the Issuer, will not dissolve or otherwise
dispose of all or substantially all of its assets and will not consolidate with or merge into another
corporation; provided, however, that the Company may, without violating the foregoing,
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undertake from time to time any one or more of the following: (a) consolidate with or merge into
another domestic corporation (i.e., a corporation incorporated and existing under the laws of one
of the states of the United States or of the District of Columbia), or sell or otherwise transfer to
another domestic corporation all or substantially all of its assets as an entirety and thereafter
dissolve, provided the resulting, surviving or transferee corporation, as the case may be, must be
the Company or a corporation qualified to do business in the State of the Issuer as a foreign
corporation or incorporated and existing under the laws of the State of the Issuer, which as a
result of the transaction has assumed (either by operation of law or in writing) all of the
obligations of the Company under the Loan Agreement, the First Mortgage Bonds and the
Reimbursement Agreement; or (b) convey all or substantially all of its assets to one or more
wholly owned subsidiaries of the Company so long as the Company remains in existence and
primarily liable on all of its obligations under the Loan Agreement and such subsidiary or
subsidiaries to which such assets are so conveyed guarantees in writing the performance of all of
the Company’s obligations under the Loan Agreement, the First Mortgage Bonds and the
Reimbursement Agreement.
Assignment. With the consent of the Bank (or the Obligor on an Alternate Credit
Facility, as the case may be), the Company’s interest in the Loan Agreement may be assigned in
whole or in part by the Company to another entity, subject, however, to the conditions that no
assignment will (a) adversely affect the Tax-Exempt status of the Bonds or (b) relieve (other than
as described in “Maintenance of Existence; Conditions Under Which Exceptions Permitted”
above) the Company from primary liability for its obligations to pay the First Mortgage Bonds or
to make the Loan Payments or to make payments to the Trustee with respect to payment of the
purchase price of the Bonds or for any other of its obligations under the Loan Agreement; and
subject further to the condition that the Company has delivered to the Trustee and the Bank (or
the Obligor on an Alternate Credit Facility, as the case may be) an opinion of counsel to the
Company that such assignment complies with the provisions described in this paragraph and an
opinion of Bond Counsel to the effect that the proposed assignment will not impair the validity
of the Bonds under the Utah Act, the Wyoming Act or the Colorado Act, as applicable, or
adversely affect the Tax-Exempt status of the Bonds. The Company must, within 30 days after
the delivery thereof, furnish to the Issuer, the Bank (or the Obligor on an Alternate Credit
Facility, as the case may be) and the Trustee a true and complete copy of the agreements or other
documents effectuating any such assignment.
Maintenance and Repair; Taxes, Etc. The Company will maintain the Project in good
repair, keep the same insured in accordance with standard industry practice and pay all costs
thereof. The Company will pay or cause to be paid all taxes, special assessments and
governmental, utility and other charges with respect to the Project.
The Company may at its own expense cause the Facilities to be remodeled or cause such
substitutions, modifications and improvements to be made to the Facilities from time to time as
the Company, in its discretion, may deem to be desirable for its uses and purposes, which
remodeling, substitutions, modifications and improvements are included under the terms of the
Loan Agreement as part of the Facilities; provided, however, that the Company may not exercise
any such right, power, election or option if the proposed remodeling, substitution, modification
or improvement would adversely affect the Tax-Exempt status of the Bonds.
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The Company will cause insurance to be taken out and continuously maintained in effect
with respect to the Facilities in accordance with standard industry practice.
Anything in the Loan Agreement to the contrary notwithstanding, the Company has the
right at any time to cause the operation of the Facilities to be terminated if the Company has
determined that the continued operation of the Project or the Facilities is uneconomical for any
reason.
LETTER OF CREDIT; ALTERNATE CREDIT FACILITY; SUBSTITUTE LETTER OF CREDIT
The Company may, at any time, at its option:
(a)provide for the delivery on any Business Day to the Trustee of an Alternate Credit
Facility or a Substitute Letter of Credit, but only provided that:
(i)the Company shall deliver to the Trustee, the Remarketing Agent and the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be), a notice which
(A) states (I) the effective date of the Alternate Credit Facility or Substitute Letter of
Credit to be so provided, and (II) the Expiration of the Term of the Letter of Credit or the
Expiration of the Term of the Alternate Credit Facility which is to be replaced (which
Expiration shall not be prior to the effective date of the Alternate Credit Facility to be so
provided), (B) describes the terms of the Alternate Credit Facility or Substitute Letter of
Credit, (C) directs the Trustee to give notice of the mandatory purchase of the Bonds on
the Business Day next preceding the Expiration of the Term of the Letter of Credit or the
Expiration of the Term of the Alternate Credit Facility which is to be replaced (which
Business Day shall be not less than 30 days from the date of receipt by the Trustee of the
notice from the Company specified above), in accordance with the Indenture, and (D)
directs the Trustee, after taking such actions as are required to be taken to provide
moneys due under the Indenture in respect of the Bonds or the purchase thereof, to
surrender the Letter of Credit or Alternate Credit Facility, as the case may be, which is to
be replaced, to the obligor thereon on the next Business Day after the later of the
effective date of the Alternate Credit Facility or the Substitute Letter of Credit to be
provided and the Expiration of the Term of the Letter of Credit or Expiration of the Term
of the Alternate Credit Facility which is to be replaced and thereupon to deliver any and
all instruments which may be reasonably requested by such obligor and furnished to the
Trustee (but such surrender shall occur only if the requirement of (ii) below has been
satisfied);
(ii)on the date of delivery of the Alternate Credit Facility or the Substitute
Letter of Credit (which shall be the effective date thereof), the Company shall furnish to
the Trustee simultaneously with such delivery of the Alternate Credit Facility or
Substitute Letter of Credit (which delivery must occur prior to 9:30 a.m., New York time,
on such date, unless a later time on such date shall be acceptable to the Trustee) an
opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility or
Substitute Letter of Credit (A) complies with the terms of the Loan Agreement and (B)
will not adversely affect the Tax Exempt status of the Bonds; and
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(iii)in the case of the delivery of a Substitute Letter of Credit, the Company
has received the written consent of the Bank or the Obligor on an Alternate Credit
Facility; or
(b)provide for the termination on any Business Day of the Letter of Credit or any
Alternate Credit Facility then in effect, but only provided that:
(i)the Company shall deliver to the Trustee, the Remarketing Agent and the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be), a notice which
(A) states the Expiration of the Term of the Letter of Credit or the Expiration of the Term
of the Alternate Credit Facility which is to be terminated, (B) directs the Trustee to give
notice of the mandatory purchase of the Bonds on the Business Day next preceding the
Expiration of the Term of the Letter of Credit or the Expiration of the Term of the
Alternate Credit Facility which is to be terminated (which Business Day shall be not less
than 30 days from the date of receipt by the Trustee of the notice from the Company
specified above), in accordance with the Indenture, and (C) directs the Trustee, after
taking such actions as are required to be taken to provide moneys due under the Indenture
in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to be terminated, to the obligor
thereon on the next Business Day after the Expiration of the Term of the Letter of Credit
or the Expiration of the Term of the Alternate Credit Facility which is to be terminated
and to thereupon deliver any and all instruments which may be reasonably requested by
such obligor and furnished to the Trustee (but such surrender shall occur only if the
requirement of (ii) below has been satisfied); and
(ii)on the Business Day next preceding the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of the Alternate Credit Facility, which is to
be terminated, the Company shall furnish to the Trustee (prior to 9:30 a.m., New York
time, on such Business Day, unless a later time on such Business Day shall be acceptable
to the Trustee) an opinion of Bond Counsel stating that the termination of such Alternate
Credit Facility or Letter of Credit (A) complies with the terms of the Loan Agreement
and (B) will not adversely affect the Tax Exempt status of the Bonds.
An Alternate Credit Facility may have an expiration date earlier than the maturity of the
Bonds. Any Substitute Letter of Credit must be issued by the same Bank that is a party to the
Letter of Credit in effect at the time of such substitution and must be identical in all material
respects as to terms and conditions to the Letter of Credit being replaced, except that it may
contain a later expiration date, provide for an increase or decrease in the interest rate or the
number of days of interest coverage or any combination of the foregoing.
EXTENSION OF A LETTER OF CREDIT
The Company may, at its election, but only with the written consent of the Bank or the
Obligor on an Alternate Credit Facility, as the case may be, at any time provide for the delivery
to the Trustee with respect to any issue of Bonds of an extension of the Letter of Credit or
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Alternate Credit Facility then in effect, as the case may be, for any period commencing after its
then-current expiration date.
DEFAULTS
Each of the following events constitute an “Event of Default” under the Loan Agreement:
(a)a failure by the Company to make when due any Loan Payment, any
payment required to be made to the Trustee for the purchase of Bonds or any payment on
the First Mortgage Bonds, which failure has resulted in an “Event of Default” as
described herein in paragraph (a), (b) or (c) under “THE INDENTURES—Defaults;”
(b)a failure by the Company to pay when due any amount required to be paid
under the Loan Agreement or to observe and perform any other covenant, condition or
agreement on the Company’s part to be observed or performed under the Loan
Agreement (other than a failure described in clause (a) above), which failure continues
for a period of 60 days (or such longer period as the Issuer, the Bank (or the Obligor on
an Alternate Credit Facility, as the case may be) and the Trustee may agree to in writing)
after written notice given to the Company and the Bank (or the Obligor on an Alternate
Credit Facility, as the case may be) by the Trustee or to the Company, the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be) and the Trustee by the Issuer;
provided, however, that if such failure is other than for the payment of money and cannot
be corrected within the applicable period, such failure does not constitute an Event of
Default so long as the Company institutes corrective action within the applicable period
and such action is being diligently pursued; or
(c)certain events of bankruptcy, dissolution, liquidation or reorganization of
the Company.
The Loan Agreement provides that, with respect to any Event of Default described in
clause (b) above if, by reason of acts of God, strikes, orders of political bodies, certain natural
disasters, civil disturbances and certain other events specified in the Loan Agreement, or any
cause or event not reasonably within the control of the Company, the Company is unable in
whole or in part to carry out one or more of its agreements or obligations contained in the Loan
Agreement (other than certain obligations specified in the Loan Agreement, including its
obligations to make when due Loan Payments and otherwise on the First Mortgage Bonds,
payments to the Trustee for the purchase of Bonds, to pay certain expenses and taxes, to
indemnify the Issuer, the Trustee and others against certain liabilities, to discharge liens and to
maintain its existence), the Company will not be deemed in default by reason of not carrying out
such agreements or performing such obligations during the continuance of such inability.
REMEDIES
Upon the occurrence and continuance of any Event of Default described in (a) or (c)
under “Defaults” above, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds have been declared to be immediately due and payable pursuant to any
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provision of the Indenture, the Loan Payments will, without further action, become and be
immediately due and payable. Any waiver of any Event of Default under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event
or Events of Default under the Loan Agreement and a rescission and annulment of the
consequences thereof. See “THE INDENTURES—Defaults.” Upon the occurrence and continuance
of any Event of Default arising from a “Default” as such term is defined in the Company
Mortgage, the Trustee, as holder of the First Mortgage Bonds, will, subject to the provisions of
the Indenture, have the rights provided in the Company Mortgage. Any waiver made in
accordance with the Indenture of a “Default” under the Company Mortgage and a rescission and
annulment of its consequences constitutes a waiver of the corresponding Event or Events of
Default under the Loan Agreement and a rescission and annulment of the consequences thereof.
Upon the occurrence and continuance of any Event of Default under the Loan
Agreement, the Issuer may take any action at law or in equity to collect any payments then due
and thereafter to become due, or to seek injunctive relief or specific performance of any
obligation, agreement or covenant of the Company under the Loan Agreement and under the
First Mortgage Bonds.
Any amounts collected from the Company upon an Event of Default under the Loan
Agreement will be applied in accordance with the Indenture.
AMENDMENTS
The Loan Agreement may be amended subject to the limitations contained in the Loan
Agreement and in the Indenture. See “THE INDENTURES—Amendment of the Loan Agreements.”
THE INDENTURES
Each Indenture will operate independently. A default under one Indenture will not
necessarily constitute a default under the other Indentures. The Indentures contain substantially
identical terms, and the following is a summary of certain provisions common to the Indentures.
All references in this summary to the Issuer, the Bank, the Loan Agreement and payments
thereunder, the Indenture, the Bonds, the Bond Fund, the Letter of Credit, the Insurance Policy
and other documents and parties are to the Issuer, the Bank, the Loan Agreement and such
payments, the Indenture, the Bonds, the Bond Fund, the Letter of Credit, the Insurance Policy
and such other documents and parties, respectively, relating to each issue of Bonds.
PLEDGE AND SECURITY
Pursuant to the Indenture, the Loan Payments have been pledged by the Issuer to secure
the payment of the principal of, and premium, if any, and interest on, the Bonds. The Issuer has
also pledged and assigned to the Trustee all its rights and interests under the Loan Agreement
(other than its rights to indemnification and reimbursement of expenses and certain other rights),
including the Issuer’s right to delivery of the First Mortgage Bonds, and has pledged to the
Trustee all moneys and obligations deposited or to be deposited in the Bond Fund established
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with the Trustee; provided that the Trustee, the applicable Remarketing Agent, the Paying Agent
and the Registrar will have a prior claim on the Bond Fund for the payment of their
compensation and expenses and for the repayment of any advances (plus interest thereon) made
by them to effect performance of certain covenants in the Indenture if the Company has failed to
make any payment which results in an Event of Default under the Loan Agreement.
APPLICATION OF PROCEEDS OF THE BOND FUND
The proceeds from the sale of the Bonds, excluding accrued interest, if any, were
deposited with the trustee for the Prior Bonds and used to refund the Prior Bonds. See “USE OF
PROCEEDS.” There is created under the Indenture a Bond Fund to be held by the Trustee and
therein established a Principal Account and an Interest Account. Payments made by the
Company under the Loan Agreement and otherwise on the First Mortgage Bonds in respect of
the principal of, premium, if any, and interest on, the Bonds and certain other amounts specified
in the Indenture are to be deposited in the appropriate account in the Bond Fund. While any
Bonds are outstanding and except as provided in a Tax Exemption Certificate and Agreement
among the Trustee, the Issuer and the Company (the “Tax Certificate”), moneys in the Bond
Fund will be used solely for the payment of the principal of, and premium, if any, and interest
on, the Bonds as the same become due and payable at maturity, upon redemption or upon
acceleration of maturity, subject to the prior claim of the Trustee, the Remarketing Agent, the
Paying Agent and the Registrar to the extent described above in “Pledge and Security.”
INVESTMENT OF FUNDS
Subject to the provisions of the Tax Certificate, moneys in the Bond Fund will, at the
direction of the Company, be invested in securities or obligations specified in the Indenture.
Gains from such investments will be credited, and any loss will be charged, to the particular fund
or account from which the investments were made. During the term of the Letter of Credit (or an
Alternate Credit Facility, as the case may be) moneys received under the Letter of Credit (or an
Alternate Credit Facility, as the case may be) are to be held uninvested.
DEFAULTS
Each of the following events will constitute an “Event of Default” under the Indenture:
(a)a failure to pay the principal of, or premium, if any, on any of the Bonds
when the same becomes due and payable at maturity, upon redemption or otherwise,
subject to certain exceptions for Pledged Bonds and Bonds held for the benefit of an
Obligor on an Alternate Credit Facility;
(b)a failure to pay an installment of interest on any of the Bonds for a period
of one day after such interest has become due and payable subject to certain exceptions
for Pledged Bonds and Bonds held for the benefit of an Obligor on an Alternate Credit
Facility;
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(c)a failure to pay amounts due in respect of the purchase price of Bonds
delivered to the Trustee for purchase after such payment has become due and payable as
provided under the captions “THE BONDS—Optional Purchase” and “—Mandatory
Purchase;”
(d)a failure by the Issuer to observe and perform any covenant, condition,
agreement or provision contained in the Bonds or the Indenture (other than a failure
described in clause (a), (b) or (c) above), which failure continues for a period of 90 days
after written notice has been given to the Issuer and the Company by the Trustee, which
notice may be given at the discretion of the Trustee and must be given at the written
request of the Owners of not less than 25% in principal amount of Bonds then
outstanding, unless such period is extended prior to its expiration by the Trustee, or by
the Trustee and the Owners of a principal amount of Bonds not less than the principal
amount of Bonds the Owners of which requested such notice, as the case may be;
provided, however, that the Trustee, or the Trustee and the Owners of such principal
amount of Bonds, as the case may be, will be deemed to have agreed to an extension of
such period if corrective action is initiated by the Issuer, or the Company on behalf of the
Issuer, within such period and is being diligently pursued;
(e)an “Event of Default” under the Loan Agreement;
(f)a “Default” under the Company Mortgage; or
(g)the Trustee’s receipt of written notice from the Bank (or the Obligor on an
Alternate Credit Facility, as the case may be) of an event of default under and as defined
in the Reimbursement Agreement.
REMEDIES
Upon the occurrence (without waiver or cure) of an Event of Default described in clause
(a), (b), (c), (f) or (g) under “Defaults” above or an Event of Default described in clause (e)
under “Defaults” above resulting from an “Event of Default” under the Loan Agreement as
described under clause (a) or (c) of “THE LOAN AGREEMENTS—Defaults” herein, and further upon
the conditions that, if (i) in accordance with the terms of the Company Mortgage, the First
Mortgage Bonds have become immediately due and payable pursuant to any provision of the
Company Mortgage and (ii) there has been filed with the Trustee a written direction of the Bank
(if its Letter of Credit is in effect and if no Bank Default shall have occurred and be continuing)
or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred and is
continuing), then the Bonds will, without further action, become immediately due and payable
and, during the period the Letter of Credit or an Alternate Credit Facility, as the case may be, is
in effect, with accrued interest on the Bonds payable on the Bond Payment Date fixed as
described in the Indenture and the Trustee will as promptly as practicable draw moneys under the
Letter of Credit or an Alternate Credit Facility, as the case may be, to the extent available
thereunder, in an amount sufficient to pay principal of and accrued interest on the Bonds payable
on the Bond Payment date established as described in the Indenture; provided that any waiver of
any “Default” under the Company Mortgage and a rescission and annulment of its consequences
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will constitute a waiver of the corresponding Event or Events of Default under the Indenture and
rescission and annulment of the consequences thereof.
The provisions described in the preceding paragraph are subject to the condition that if,
so long as no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the
Bonds have been so declared to be due and payable and before any judgment or decree for the
payment of the moneys due have been obtained or entered as hereinafter provided, the Issuer will
cause to be deposited with the Trustee a sum sufficient to pay all matured installments of interest
upon all Bonds and the principal of any and all Bonds which have become due otherwise than by
reason of such declaration (with interest upon such principal and, to the extent permissible by
law, on overdue installments of interest, at the rate per annum specified in the Bonds) and such
amount as are sufficient to cover reasonable compensation and reimbursement of expenses
payable to the Trustee, and all Events of Default under the Indenture (other than nonpayment of
the principal of Bonds which has become due by said declaration) has been remedied, then, in
every such case, such Event of Default is deemed waived and such declaration and its
consequences rescinded and annulled, and the Trustee will promptly give written notice of such
waiver, rescission and annulment to the Issuer and the Company and will give notice thereof to
Owners of the Bonds by first-class mail; provided, however, that no such waiver, rescission and
annulment will extend to or affect any other Event of Default or subsequent Event of Default or
impair any right, power or remedy consequent thereon.
The provisions described in the second preceding paragraph are, further, subject to the
condition that, if an Event of Default described in clause (g) under “Defaults” above has
occurred and if the Trustee thereafter has received written notice from the Bank (or the Obligor
on the Alternate Credit Facility, as the case may be) (a) that the notice which caused such Event
of Default to occur has been withdrawn and (b) that the amounts available to be drawn on the
Letter of Credit (or the Alternate Credit Facility, as the case may be) to pay (i) the principal of
the Bonds or the portion of purchase price equal to principal and (ii) interest on the Bonds and
the portion of purchase price equal to accrued interest have been reinstated to an amount equal to
the principal amount of the Bonds Outstanding plus accrued interest thereon for the applicable
Interest Coverage Period at the Interest Coverage Rate, then, in every such case, such Event of
Default is deemed waived and its consequences rescinded and annulled, and the Trustee will
promptly give written notice of such waiver, rescission and annulment to the Issuer, the
Company, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the
Remarketing Agent, and, if notice of the acceleration of the Bonds has been given to the Owners
of Bonds, will give notice thereof by Mail to all Owners of Outstanding Bonds; but no such
waiver, rescission and annulment will extend to or affect any subsequent Event of Default or
impair any right or remedy consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the
Trustee may, with the consent of the Bank (if its Letter of Credit is in effect and if no Bank
Default shall have occurred and be continuing) or the Insurer (if its policy is in effect and no
Insurer Default has occurred and is continuing), and upon the written direction of the Owners of
not less than 25% in principal amount of the Bonds outstanding and receipt of indemnity to its
satisfaction (except against gross negligence or willful misconduct) must, pursue any available
remedy to enforce the rights of the Owners of the Bonds and require the Company, the Issuer,
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the Insurer or the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) to
carry out any agreements, bring suit upon the Bonds or enjoin any acts or things which may be
unlawful or in violation of the rights of the Owners of the Bonds. So long as an Insurer Default
has not occurred and is continuing, upon the occurrence and continuance of an Event of Default,
the Insurer is entitled to control and direct the enforcement of all rights and remedies granted to
the Owners or the Trustee for the benefit of the Owners under the Indenture. So long as a Bank
Default has not occurred and is continuing, upon the occurrence and continuance of an Event of
Default, the Bank is entitled to control and direct the enforcement of all rights and remedies
granted to the owners or the Trustee for the benefit of Owners under the Indenture. The Trustee
is not required to take any action in respect of an Event of Default (other than, in certain
circumstances, to declare the Bonds to be immediately due and payable, to notify the Insurer of
payments to be made pursuant to the Insurance Policy, to make certain payments with respect to
the Bonds and to draw on the Letter of Credit (or Alternate Credit Facility, as the case may be))
or to enforce the trusts created by the Indenture except upon the written request of the Owners of
not less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity
satisfactory to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the
right to direct the time, method and place of conducting all remedial proceedings available to the
Trustee under the Indenture or exercising any trust or power conferred on the Trustee upon
furnishing satisfactory indemnity to the Trustee (except against gross negligence or willful
misconduct) and provided that such direction does not result in any personal liability of the
Trustee.
No Owner of any Bond will have any right to institute any suit, action or proceeding in
equity or at law for the execution of any trust or power of the Trustee unless such Owner has
previously given the Trustee written notice of an Event of Default and unless the Owners of not
less than 25% in principal amount of the Bonds then outstanding have made written request of
the Trustee so to do, and unless satisfactory indemnity (except against gross negligence or willful
misconduct) has been offered to the Trustee and the Trustee has not complied with such request
within a reasonable time.
Notwithstanding any other provision in the Indenture, the right of any Owner to receive
payment of the principal of, premium, if any, and interest on the Owner’s Bond on or after the
respective due dates expressed therein, or to institute suit for the enforcement of any such
payment on or after such respective dates, will not be impaired or affected without the consent of
such Owner of Bonds.
DEFEASANCE
All or any portions of Bonds (in Authorized Denominations) will, prior to the maturity or
redemption date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a)in the event said Bonds or portions thereof have been selected for
redemption, the Trustee has given, or the Company has given to the Trustee in form
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satisfactory to it irrevocable instructions to give, notice of redemption of such Bonds or
portions thereof;
(b)there has been deposited with the Trustee moneys which constitute
Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit
Facility;
(c)the moneys so deposited with the Trustee are in an amount sufficient
(without relying on any investment income) to pay when due the principal of, premium, if
any, and interest due and to become due (which amount of interest to become due is
calculated at the Maximum Interest Rate unless the interest rate borne by all of such
Bonds is not subject to adjustment prior to the maturity or redemption thereof, in which
case the amount of interest is calculated at the rate borne by such Bonds) on said Bonds
or portions thereof on and prior to the redemption date or maturity date thereof, as the
case may be; provided, however, that if such payment is to be made upon optional
redemption, such payment is made from Available Moneys;
(d)in the event said Bonds or portions thereof do not mature and are not to be
redeemed within the next succeeding 60 days, the Issuer at the direction of the Company
has given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as
practicable in the same manner as a notice of redemption is given pursuant to the
Indenture, a notice to the Owners of said Bonds or portions thereof and to the Insurer that
the deposit required by clause (b) above has been made with the Trustee and that said
Bonds or portions thereof are deemed to have been paid and stating the maturity or
redemption date upon which moneys are to be available for the payment of the principal
of and premium, if any, and interest on said Bonds or portions thereof;
(e)the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of an independent public accountant of nationally recognized standing,
selected by the Company (an “Accountant’s Opinion”), to the effect that the
requirements set forth in clause (c) above have been satisfied;
(f)the Issuer, the Company, the Trustee and the Insurer shall have received
written evidence from Moody’s, if the Bonds are then rated by Moody’s, and S&P, if the
Bonds are then rated by S&P, that such action will not result in a reduction, suspension or
withdrawal of the rating; and
(g)the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of Bond Counsel to the effect that such deposit will not adversely affect the
Tax-Exempt status of the Bonds (“Bond Counsel’s Opinion”).
Moneys deposited with the Trustee as described above may not be withdrawn or used for
any purpose other than, and are held in trust for, the payment of the principal of, premium, if
any, and interest on said Bonds or portions thereof, or for the payment of the purchase price of
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Bonds in accordance with the Indenture; provided that such moneys, if not then needed for such
purpose, will, to the extent practicable, be invested and reinvested in Government Obligations
maturing on or prior to the earlier of (a) the date moneys may be required for the purchase of
Bonds or (b) the Interest Payment Date next succeeding the date of investment or reinvestment,
and interest earned from such investments are paid over to the Company, as received by the
Trustee, free and clear of any trust, lien or pledge.
The provisions of the Indenture relating to (a) the registration and exchange of Bonds, (b)
the delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with
respect thereto, (c) the mandatory purchase of the Bonds in connection with the Expiration of the
Term of the Letter of Credit or the Expiration of the Term for Alternate Credit Facility, as the
case may be, and (d) payment of the Bonds from such moneys, will remain in full force and
effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed for
redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, however, that the provisions with respect to registration and
exchange of Bonds will continue to be effective until the maturity or the last date fixed for
redemption of all Bonds.
In the event the requirements of the next to the last sentence of the next succeeding
paragraph can be satisfied, the preceding three paragraphs will not apply and the following two
paragraphs will be applicable.
Any Bond will be deemed to be paid within the meaning of the Indenture when (a)
payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due
date thereof (whether such due date is by reason of maturity or acceleration or upon redemption
as provided in the Indenture) either (i) has been made or caused to be made in accordance with
the terms thereof or (ii) has been provided for by irrevocably depositing with the Trustee in trust
and irrevocably set aside exclusively for such payment, (A) moneys, which are Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case
may be, sufficient to make such payment and/or (B) Government Obligations purchased with
Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as
the case may be, and maturing as to principal and interest in such amount and at such time as will
insure, without reinvestment, the availability of sufficient moneys to make such payment;
provided, however, that if such payment is to be made upon optional redemption, such payment
is made from Available Moneys or from Government Obligations purchased with Available
Moneys; (b) all necessary and proper fees, compensation and expenses of the Issuer, the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made have been
paid or the payment thereof provided for to the satisfaction of the Trustee; and (c) an
Accountant’s Opinion, to the effect that such moneys and/or Government Obligations will
insure, without reinvestment, the availability of sufficient moneys to make such payment, a
Bankruptcy Counsel’s Opinion to the effect that the payment of the Bonds from the moneys
and/or Government Obligations so deposited will not result in a voidable preference under
Section 547 of the United States Bankruptcy Code in the event that either the Issuer of the
Company were to become a debtor under the United States Bankruptcy Code and a Bond
Counsel’s Opinion has been delivered to the Issuer, the Company, the Trustee, Moody’s, if the
Bonds are then rated by Moody’s, and S&P, if the Bonds are then rated by S&P. The provisions
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of this paragraph apply only if (x) the Bond with respect to which such deposit is made is to
mature or be called for redemption prior to the next succeeding date on which such Bond is
subject to purchase as described herein under the captions “THE BONDS—Optional Purchase” and
“—Mandatory Purchase” and (y) the Company waives, to the satisfaction of the Trustee, its right
to convert the interest rate borne by such Bond.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the
immediately preceding paragraph will be deemed a payment of such Bonds as aforesaid until: (a)
proper notice of redemption of such Bonds has been previously given in accordance with the
Indenture, or in the event said Bonds are not to be redeemed within the next succeeding 60 days,
until the Company has given the Trustee on behalf of the Issuer, in form satisfactory to the
Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds in
accordance with the Indenture, that the deposit required by clause (a)(ii) above has been made
with the Trustee and that said Bonds are deemed to have been paid in accordance with the
Indenture and stating the maturity or redemption date upon which moneys are to be available for
the payment of the principal of and the applicable redemption premium, if any, on said Bonds,
plus interest thereon to the due date thereof; or (b) the maturity of such Bonds.
REMOVAL OF TRUSTEE
With the prior written consent of the Bank or the Obligor on an Alternate Credit Facility,
as the case may be (which consent, if unreasonably withheld, will not be required), the Trustee
may be removed at any time by filing with the Trustee so removed, and with the Issuer, the
Company, the Insurer, the Registrar, the Remarketing Agent and the Bank (or the Obligor on an
Alternate Credit Facility, as the case may be), an instrument or instruments in writing executed
by (a) the Insurer, if no Insurer Default has occurred and is continuing, or (b) the Owners of not
less than a majority in principal amount of the Bonds then outstanding and, if no Insurer Default
has occurred and is continuing, the Insurer. The Trustee may also be removed by the Issuer
under certain circumstances.
MODIFICATIONS AND AMENDMENTS
The Indenture may be modified or amended by the Issuer and the Trustee by
supplemental indentures without the consent of the Owners of the Bonds, but with the consent of
the Bank in certain circumstances, for any of the following purposes: (a) to cure any formal
defect, omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and
agreements of the Issuer contained in the Indenture or of the Company, the Insurer or the Bank
(or the Obligor on an Alternate Credit Facility, as the case may be) contained in any document,
other covenants or agreements thereafter to be observed, or to assign or pledge additional
security for any of the Bonds, or to surrender any right or power reserved or conferred upon the
Issuer or the Company which does not materially adversely affect the interests of Owners of the
Bonds; (c) to confirm, as further assurance, any pledge of or lien on any property subjected or to
be subjected to the lien of the Indenture; (d) to comply with the requirements of the Trust
Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the Indenture or
any supplemental indenture in any other respect which in the judgment of the Trustee is not
materially adverse to the Owners of the Bonds; provided, however, that any such modification,
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alteration, amendment or supplement will not take effect until the Insurer (unless an Insurer
Default has occurred and is continuing) and the Bank or the Obligor on an Alternate Credit
Facility, as the case may be, has consented in writing to such modification, alteration,
amendment or supplement; provided further that in determining whether any such modification,
alteration, amendment or supplement is materially adverse to the Owners of the Bonds, the
Trustee will consider the effect on the Owners as if there were no Insurance Policy with respect
to the Bonds; (f) to implement a conversion of the interest rate on the Bonds or to evidence or
give effect to or facilitate the delivery and administration under the Indenture of an Alternate
Credit Facility or a Substitute Letter of Credit; (g) to provide for a depository to accept tendered
Bonds in lieu of the Trustee; (h) to modify or eliminate the book-entry registration system for
any of the Bonds; (i) to provide for uncertificated Bonds or for the issuance of coupons and
bearer Bonds or Bonds registered only as to principal, but only to the extent that such would not
adversely affect the Tax-Exempt status of the Bonds; (j) to secure or maintain ratings for the
Bonds from Moody’s and/or S&P in both the highest short-term or commercial paper debt
Rating Category (as defined in the Indenture) and also in either of the two highest long-term debt
Rating Categories; (k) to provide demand purchase obligations to cause the Bonds to be
authorized purchases for investment companies; (1) to provide for any Substitute Collateral and
the release of any First Mortgage Bonds; (m) to provide for the appointment of a successor
Trustee, Registrar or Paying Agent; (n) to provide the procedures required to permit any Owner
to separate the right to receive interest on the Bonds from the right to receive principal thereof
and to sell or dispose of such right as contemplated by Section 1286 of the Code; (o) to provide
for any additional procedures, covenants or agreements necessary to maintain the Tax-Exempt
status of the Bonds; (p) to modify, alter, amend or supplement the Indenture in any other respect
(which in the judgment of the Trustee is not materially adverse to the Owners), if the effective
date of such supplemental indenture or amendment is a date on which all of the Bonds affected
thereby are subject to mandatory purchase and are so purchased; and (q) to provide for the
delivery to the Trustee of an Insurance policy or replacement of the Insurer or for an additional
Insurer following the occurrence of an Insurer Default or to provide for an additional Insurer
following the withdrawal or suspension or reduction below AAA (or its equivalent rating) by
S&P and Aaa (or its equivalent rating) by Moody’s of the long-term ratings of the Insurer
provided that the insurance policy provided by the replacement or additional Insurer would result
in a long-term rating on the Bonds equal to AAA (or its equivalent rating) by S&P and Aaa (or
its equivalent rating) by Moody’s.
Before the Issuer and the Trustee enter into any supplemental indenture as described
above, there must be delivered to the Trustee, the Company, the Insurer and the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be) an opinion of Bond Counsel stating
that such supplemental indenture is authorized or permitted by the Indenture and will, upon the
execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms,
and will not impair the validity under the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, of the Bonds or adversely affect the Tax-Exempt status of the Bonds.
The Trustee will provide written notice of any Supplemental Indenture to the Insurer, the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), Moody’s, S&P and the
Owners of all Bonds then outstanding at least 30 days prior to the effective date of such
Supplemental Indenture. Such notice must state the effective date of such Supplemental
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Indenture, briefly describe the nature of such Supplemental Indenture and state that a copy
thereof is on file at the principal office of the Trustee for inspection by the parties mentioned in
the preceding sentence.
Except for supplemental indentures entered into for the purposes described above, the
Indenture will not be modified, altered, amended supplemented or rescinded without the consent
of the Bank (if its Letter of Credit is in effect and no Bank Default shall have occurred and be
continuing) or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred
and is continuing), together with the Owners of not less than 60% in aggregate principal amount
of Bonds outstanding, who have the right to consent to and approve any supplemental indenture;
provided that, unless approved in writing by the Bank (if its Letter of Credit is in effect and no
Bank Default shall have occurred and be continuing) or the Insurer (unless an Insurer Default has
occurred and is continuing), and the Owners of all the Bonds then affected thereby, there will not
be permitted (a) a change in the times, amounts or currency of payment of the principal of, or
premium, if any, or interest on any Bond, a change in the terms of the purchase thereof by the
Trustee, or a reduction in the principal amount or redemption price thereof or the rate of interest
thereon, (b) the creation of a claim or lien on or a pledge of the Revenues ranking prior to or on a
parity with the claim, lien or pledge created by the Indenture, or (c) a reduction in the aggregate
principal amount of Bonds the consent of the Owners of which is required to approve any such
supplemental indenture or which is required to approve any amendment to the Loan Agreement.
No such amendment of the Indenture will be effective without the prior written consent of the
Company.
AMENDMENT OF THE LOAN AGREEMENTS
Without the consent of or notice to the Owners of the Bonds, the Issuer may, with the
consent of the Insurer (unless an Insurer Default has occurred and is continuing), modify, alter,
amend or supplement the Loan Agreement, and the Trustee may consent thereto, as may be
required (a) by the provisions of the Loan Agreement and the Indenture; (b) for the purpose of
curing any formal defect, omission, inconsistency or ambiguity therein; (c) in connection with
any other change therein which in the judgment of the Trustee is not materially adverse to the
Owners of the Bonds; provided, however, that any such modification, alteration, amendment or
supplement will not take effect until the Insurer (unless an Insurer Default has occurred and is
continuing) and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, have
consented in writing to such modification, alteration, amendment or supplement; provided
further that in determining whether any such modification, alteration, amendment or supplement
is materially adverse to the Owners of the Bonds, the Trustee will consider the effect on the
Owners as if there were no Insurance Policy with respect to the Bonds; (d) to secure or maintain
ratings for the Bonds from Moody’s and/or S&P in both the highest short-term or commercial
paper debt Rating Category and also in either of the two highest long-term debt Rating
Categories; (e) in connection with the delivery and substitution of any Substitute Collateral and
the release of any First Mortgage Bonds; (f) to add to the covenants and agreements of the Issuer
contained in the Loan Agreement or of the Company or of the Insurer or of the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be) contained in any document, other
covenants or agreements thereafter to be observed, or to assign or pledge additional security for
any of the Bonds, or to surrender any right or power reserved or conferred upon the Issuer or the
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Company, which does not materially adversely affect the interest of the Owners of the Bonds; (g)
to provide demand purchase obligations to cause the Bonds to be authorized purchases for
investment companies, (h) to provide the procedures required to permit any Owner to separate
the right to receive interest on the Bonds from the right to receive principal thereof and to sell or
dispose of such right as contemplated by Section 1286 of the Code; (i) to provide for any
additional procedures, covenants or agreements necessary to maintain the Tax-Exempt status of
interest on the Bonds; (j) to modify, alter, amend or supplement the Loan Agreement in any
other respect (which in the judgment of the Trustee is not materially adverse to the Owners),
including amendments which would otherwise be described herein, if the effective date of such
supplement or amendment is a date on which all of the Bonds affected thereby are subject to
mandatory purchase and are so purchased; and (k) to provide for the replacement of the Insurer
or for an additional Insurer following the occurrence of an Insurer Default or to provide for an
additional Insurer following the withdrawal or suspension or reduction below AAA (or its
equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody’s of the long-term ratings
of the Insurer provided that the insurance policy provided by the replacement or additional
Insurer would result in a long-term rating on the Bonds equal to AAA (or its equivalent rating)
by S&P and Aaa (or its equivalent rating) by Moody’s.
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, (a) the Trustee will cause notice of such proposed modification, alteration,
amendment or supplement to be provided to the Bank, the Insurer, Moody’s and S&P, stating
that a copy thereof is on file at the office of the Trustee for inspection by the Insurer, Moody’s
and S&P and (b) there must be delivered to the Bank, the Issuer, the Insurer and the Trustee an
opinion of Bond Counsel stating that such modification, alteration, amendment or supplement is
authorized or permitted by the Loan Agreement or the Indenture and the Utah Act, the Wyoming
Act or the Colorado Act, as applicable, complies with their respective terms, will, upon the
execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms
and will not adversely affect the Tax-Exempt status of the Bonds.
The Issuer will not enter into and the Trustee will not consent to any other amendment,
change or modification of the Loan Agreement without the written approval or consent of the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), the Insurer (unless an
Insurer Default has occurred and is continuing) and the Owners of not less than 60% in aggregate
principal amount of the Bonds at the time outstanding; provided, however, that, unless approved
in writing by the Owners of all Bonds affected thereby, nothing in the Indenture may permit, or
be construed as permitting, a change in the obligations of the Company to make Loan Payments
or payments to the Trustee for the purchase of Bonds or the nature of the obligations of the
Company on the First Mortgage Bonds. No amendment of the Loan Agreement will become
effective without the prior written consent of the Insurer (unless an Insurer Default has occurred
and is continuing) and the Company and under certain circumstances, the Bank (or the Obligor
on an Alternate Credit Facility, as the case may be).
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, there must be delivered to the Issuer, the Bank (or the Obligor on an Alternate Credit
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Facility, as the case may be), the Insurer and the Trustee an opinion of Bond Counsel stating that
such modification, alteration, amendment or supplement is authorized or permitted by the Loan
Agreement or the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, complies with their respective terms, will, upon the execution and delivery thereof,
be valid and binding upon the Issuer in accordance with its terms and will not adversely affect
the Tax-Exempt status of the Bonds.
THE FIRST MORTGAGE BONDS
Pursuant to the provisions of the Indentures and six separate Pledge Agreements each
dated as of November 1, 1994 between the Company and the Trustee (individually, a “Pledge
Agreement” and, collectively, the “Pledge Agreements”), the First Mortgage Bonds were issued
by the Company to secure its obligations under the Loan Agreement relating to each of the six
Issues of Bonds. The following summary of certain provisions of the First Mortgage Bonds and
the Company Mortgage referred to below does not purport to be complete and is qualified in its
entirety by reference thereto and includes capitalized terms defined in such Mortgages. All
references in this summary to the Trustee, the Bonds, the Indenture, the Loan Agreement and the
Pledge Agreement are deemed to refer to the Trustee, the Bonds, the Indenture, the Loan
Agreement, the Pledge Agreement and such other documents and parties, respectively, relating
to each issue of the Bonds.
GENERAL
The First Mortgage Bonds are in the same principal amount and mature on the same dates
as the Bonds. In addition, the First Mortgage Bonds are subject to redemption prior to maturity
upon the same terms as the Bonds, so that upon any redemption of the Bonds, an equal aggregate
principal amount of First Mortgage Bonds will be redeemed. The First Mortgage Bonds bear
interest at the same rate, and be payable at the same times, as the Bonds. See “THE LOAN
AGREEMENTS—Loan Payments; The First Mortgage Bonds” above.
The Company Mortgage provides that in the event of the merger or consolidation of
another electric utility company with or into the Company or the conveyance or transfer to the
Company by another such company of all or substantially all of such company’s property that is
of the same character as Property Additions under the Company Mortgage, an existing mortgage
constituting a first lien on operating properties of such other company may be designated by the
Company as a Class “A” Mortgage. Any bonds thereafter issued pursuant to such additional
mortgage would be Class “A” Bonds and could provide the basis for the issuance of Company
Mortgage Bonds (as defined below) under the Company Mortgage.
The Company will receive a credit against its obligations to make any payment of
principal of or premium, if any, or interest on the First Mortgage Bonds and such obligations will
be deemed fully or partially, as the case may be, satisfied and discharged, in an amount equal to
the amount, if any, paid by the Company under the Loan Agreement, or otherwise satisfied or
discharged, in respect of the principal of or premium, if any, or interest on the Company
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Mortgage Bonds. The obligations of the Company to make such payments with respect to the
First Mortgage Bonds will be deemed to have been reduced by the amount of such credit.
Pursuant to the provisions of the Indenture, the Loan Agreement and the Pledge
Agreement, the First Mortgage Bonds will be registered in the name of and held by the Trustee
for the benefit of the Owners and will not be transferable except to a successor trustee under the
Indenture. At the time any Bonds cease to be outstanding under the Indenture, the Trustee will
surrender to the Company Mortgage Trustee an equal aggregate principal amount of First
Mortgage Bonds.
SECURITY AND PRIORITY
The First Mortgage Bonds and any other first mortgage bonds now or hereafter
outstanding under the Company Mortgage (“Company Mortgage Bonds”) are or will be, as the
case may be, secured by a first mortgage Lien on certain utility property owned from time to
time by the Company and by Class “A” Bonds, if any, held by the Company Mortgage Trustee,
if any. All Company Mortgage Bonds, including the First Mortgage Bonds, issued and
outstanding under the Company Mortgage are equally and ratably secured.
The Lien of the Company Mortgage is subject to Excepted Encumbrances, including tax
and construction liens, purchase money liens and certain other exceptions.
There are excepted from the Lien of the Company Mortgage all cash and securities
(except those specifically deposited); equipment, materials or supplies held for sale or other
disposition; any fuel and similar consumable materials and supplies; automobiles, other vehicles,
aircraft and vessels; timber, minerals, mineral rights and royalties; receivables, contracts, leases
and operating agreements; electric energy, gas, water, steam, ice and other products for sale,
distribution or other use; natural gas wells; gas transportation lines or other property used in the
sale of natural gas to customers or to a natural gas distribution or pipeline company, up to the
point of connection with any distribution system; the Company’s interest in the Wyodak Facility;
and all properties that have been released from the discharged Mortgages and Deeds of Trust, as
supplemented, of Pacific Power & Light Company and Utah Power & Light Company and that
PacifiCorp, a Maine corporation, or Utah Power & Light Company, a Utah corporation,
contracted to dispose of, but title to which had not passed at the date of the Company Mortgage.
The Company has reserved the right, without any consent or other action by holders of Bonds of
the Eighth Series or any subsequently created series of Company Mortgage Bonds (including the
First Mortgage Bonds), to amend the Company Mortgage in order to except from the Lien of the
Company Mortgage allowances allocated to steam-electric generating plants owned by the
Company, or in which the Company has interests, pursuant to Title IV of the Clean Air Act
Amendments of 1990, as now in effect or as hereafter supplemented or amended.
The Company Mortgage contains provisions subjecting after-acquired property to the
Lien thereof. These provisions may be limited, at the option of the Company, in the case of
consolidation or merger (whether or not the Company is the surviving corporation), conveyance
or transfer of all or substantially all of the utility property of another electric utility company to
the Company or sale of substantially all of the Company’s assets. In addition, after-acquired
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property may be subject to a Class “A” Mortgage, purchase money mortgages and other liens or
defects in title.
The Company Mortgage provides that the Company Mortgage Trustee shall have a lien
upon the mortgaged property, prior to the holders of Company Mortgage Bonds, for the payment
of its reasonable compensation and expenses and for indemnity against certain liabilities.
RELEASE AND SUBSTITUTION OF PROPERTY
Property subject to the Lien of the Company Mortgage may be released upon the basis of:
(1)the release of such property from the Lien of a Class “A” Mortgage;
(2)the deposit of cash or, to a limited extent, purchase money mortgages;
(3)Property Additions, after making adjustments for certain prior lien bonds
outstanding against Property Additions; and/or
(4)waiver of the right to issue Company Mortgage Bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property that
does not constitute Funded Property may be released without funding other property. Similar
provisions are in effect as to cash proceeds of such property. The Company Mortgage contains
special provisions with respect to certain prior lien bonds deposited and disposition of moneys
received on deposited prior lien bonds.
ISSUANCE OF ADDITIONAL COMPANY MORTGAGE BONDS
The maximum principal amount of Company Mortgage Bonds that may be issued under
the Company Mortgage is not limited. Company Mortgage Bonds of any series may be issued
from time to time on the basis of:
(1)70% of qualified Property Additions after adjustments to offset
retirements;
(2)Class “A” Bonds (which need not bear interest) delivered to the Company
Mortgage Trustee;
(3)retirement of Company Mortgage Bonds or certain prior lien bonds; and/or
(4)deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of Company
Mortgage Bonds is subject to Adjusted Net Earnings of the Company for 12 consecutive months
out of the preceding 15 months, before income taxes, being at least twice the Annual Interest
Requirements on all Company Mortgage Bonds at the time outstanding, including the additional
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Company Mortgage Bonds that are to be issued, all outstanding Class “A” Bonds held other than
by the Company Mortgage Trustee or by the Company, and all other indebtedness secured by a
lien prior to the Lien of the Company Mortgage. In general, interest on variable interest bonds, if
any, is calculated using the rate then in effect.
Property Additions generally include electric, gas, steam and/or hot water utility property
but not fuel, securities, automobiles, other vehicles or aircraft, or property used principally for
the production or gathering of natural gas.
The issuance of Company Mortgage Bonds on the basis of Property Additions subject to
prior liens is restricted. Company Mortgage Bonds may, however, be issued against the deposit
of Class “A” Bonds.
CERTAIN COVENANTS
The Company Mortgage contains a number of covenants by the Company for the benefit
of holders of the Company Mortgage Bonds, including provisions requiring the Company to
maintain the Company Mortgaged and Pledged Property as an operating system or systems
capable of engaging in all or any of the generating, transmission, distribution or other utility
businesses described in the Company Mortgage.
DIVIDEND RESTRICTIONS
The Company Mortgage provides that the Company may not declare or pay dividends
(other than dividends payable solely in shares of common stock) on any shares of common stock
if, after giving effect to such declaration or payment, the Company would not be able to pay its
debts as they become due in the usual course of business. Reference is made to the notes to the
audited consolidated financial statements included in the Company’s Annual Report on
Form 10-K incorporated by reference herein for information relating to other restrictions.
FOREIGN CURRENCY DENOMINATED COMPANY MORTGAGE BONDS
The Company Mortgage authorizes the issuance of Company Mortgage Bonds
denominated in foreign currencies, provided, however, that the Company deposit with the
Company Mortgage Trustee a currency exchange agreement with an entity having, at the time of
such deposit, a financial rating at least as high as that of the Company that, in the opinion of an
independent expert, gives the Company at least as much protection against currency exchange
fluctuation as is usually obtained by similarly situated borrowers. The Company believes that
such a currency exchange agreement will provide effective protection against currency exchange
fluctuations. However, if the other party to the exchange agreement defaults and the foreign
currency is valued higher at the date of maturity than at the date of issuance of the relevant
Company Mortgage Bonds, holders of such Company Mortgage Bonds would have a claim on
the assets of the Company which is greater than that to which holders of dollar-denominated
Company Mortgage Bonds issued at the same time would be entitled.
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THE COMPANY MORTGAGE TRUSTEE
Affiliates of The Bank of New York Mellon Trust Company, N.A., may act as lenders
and as administrative agents under loan agreements with the Company and affiliates of the
Company. The Bank of New York Mellon Trust Company, N.A., serves as trustee under
indentures and other agreements involving the Company and its affiliates. The Bank of New
York Mellon Trust Company, N.A., is the Company Mortgage Trustee.
MODIFICATION
The rights of holders of the Company Mortgage Bonds may be modified with the consent
of holders of 60% of the Company Mortgage Bonds, or, if less than all series of Company
Mortgage Bonds are adversely affected, the consent of the holders of 60% of the series of
Company Mortgage Bonds adversely affected. In general, no modification of the terms of
payment of principal, premium, if any, or interest and no modification affecting the Lien or
reducing the percentage required for modification is effective against any holder of the Company
Mortgage Bonds without the consent of such holder.
Unless there is a Default under the Company Mortgage, the Company Mortgage Trustee
generally is required to vote Class “A” Bonds held by it, if any, with respect to any amendment
of the applicable Class “A” Company Mortgage proportionately with the vote of the holders of
all Class ”A” Bonds then actually voting.
DEFAULTS AND NOTICES THEREOF
Each of the following will constitute a “Default” under the Company Mortgage with
respect to the First Mortgage Bonds:
(1)default in payment of principal;
(2)default for 60 days in payment of interest or an installment of any fund
required to be applied to the purchase or redemption of any Company Mortgage Bonds;
(3)default in payment of principal or interest with respect to certain prior lien
bonds;
(4)certain events in bankruptcy, insolvency or reorganization;
(5)default in other covenants for 90 days after notice;
(6)the existence of any default under a Class “A” Company Mortgage which
permits the declaration of the principal of all of the bonds secured by such Class “A”
Company Mortgage and the interest accrued thereupon due and payable; or
(7) an “Event of Default” as described in clauses (a), (b) or (c) under the
caption “THE INDENTURES—Defaults” above.
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An effective default under any Class “A” Mortgage or under the Company Mortgage will
result in an effective default under all such mortgages. The Company Mortgage Trustee may
withhold notice of default (except in payment of principal, interest or funds for retirement of
Company Mortgage Bonds) if it determines that it is not detrimental to the interests of the
holders of the Company Mortgage Bonds.
The Company Mortgage Trustee or the holders of 25% of the Company Mortgage Bonds
may declare the principal and interest due and payable on Default, but a majority may annul such
declaration if such Default has been cured. No holder of Company Mortgage Bonds may enforce
the Lien of the Company Mortgage without giving the Company Mortgage Trustee written
notice of a Default and unless the holders of 25% of the Company Mortgage Bonds have
requested the Company Mortgage Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby and
the Company Mortgage Trustee shall have failed to act. The holders of a majority of the
Company Mortgage Bonds may direct the time, method and place of conducting any proceedings
for any remedy available to the Company Mortgage Trustee or exercising any trust or power
conferred on the Company Mortgage Trustee. The Company Mortgage Trustee is not required to
risk its funds or incur personal liability if there is reasonable ground for believing that repayment
is not reasonably assured.
The Company must give the Company Mortgage Trustee an annual statement as to
whether or not the Company has fulfilled its obligations under the Company Mortgage
throughout the preceding calendar year.
VOTING OF THE FIRST MORTGAGE BONDS
So long as no Event of Default under the Indenture has occurred and is continuing, the
Trustee, as holder of the First Mortgage Bonds, shall vote or consent proportionately with what
officials of or inspectors of votes at any meeting of bondholders under the Company Mortgage,
or the Company Mortgage Trustee in the case of consents without such a meeting, reasonably
believe will be the vote or consent of the holders of all other outstanding Company Mortgage
Bonds; provided, however, that the Trustee shall not vote in favor of, or consent to, any
modification of the Company Mortgage which, if it were a modification of the Indenture, would
require approval of the Owners of Bonds.
DEFEASANCE
Under the terms of the Company Mortgage, the Company will be discharged from any
and all obligations under the Company Mortgage in respect of the Company Mortgage Bonds of
any series if the Company deposits with the Company Mortgage Trustee, in trust, moneys or
Government Obligations, in an amount sufficient to pay all the principal of, premium (if any)
and interest on, the Company Mortgage Bonds of such series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Company Mortgage Trustee
need not accept such deposit unless it is accompanied by an Opinion of Counsel to the effect that
(a) the Company has received from, or there has been published by, the Internal Revenue Service
a ruling or (b) since the date of the Company Mortgage, there has been a change in applicable
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federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the holders of such Company Mortgage Bonds or the right of
payment of interest thereon (as the case may be) will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, and/or ensuing discharge and will be
subject to federal income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit, and/or discharge had not occurred.
Upon such deposit, the obligation of the Company to pay the principal of (and premium,
if any) and interest on such series of Company Mortgage Bonds shall cease, terminate and be
completely discharged.
In the event of any such defeasance and discharge of Company Mortgage Bonds of such
series, holders of Company Mortgage Bonds of such series would be able to look only to such
trust fund for payment of principal of (and premium, if any) and interest, if any, on the Company
Mortgage Bonds of such series.
LITIGATION
There is no pending or, to the knowledge of each Issuer, threatened litigation against such
Issuer that in any way questions or materially affects the Bonds of such Issuer, the validity or
enforceability of the Loan Agreements or the Indentures to which such Issuer is a party or any
proceedings or transaction relating to the reoffering of the Bonds.
REMARKETING
The Remarketing Agents have agreed with the Company, subject to the terms and
provisions of separate Remarketing Agreements, dated November 18, 2008, between the
Company and the Remarketing Agents, that the Remarketing Agents will use their best efforts,
as remarketing agent, to solicit purchases from potential investors of the Bonds. Pursuant to such
Remarketing Agreements, the Company has agreed to indemnify the Remarketing Agents
against certain liabilities and expenses, including liabilities arising under federal and state
securities laws, and to pay for certain expenses in connection with the reoffering of the Bonds.
In the ordinary course of business, the Remarketing Agents have provided investment
banking services or bank financing to the Company, its subsidiaries or affiliates in the past for
which they have received customary compensation and expense reimbursement, and may do so
again in the future.
CERTAIN RELATIONSHIPS
Wells Fargo Brokerage Services, LLC (“WFBS”) is a registered broker/dealer and a
member of the FINRA and SIPC. WFBS is a brokerage affiliate of Wells Fargo & Company.
WFBS is solely responsible for its contractual obligations and commitments. Nondeposit
investment products offered by WFBS are not FDIC insured, are subject to investment risk,
including loss of principal, and are not guaranteed by a bank unless otherwise specified.
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In addition to providing the Letters of Credit for the herein described Bonds, from time to
time, Wells Fargo Bank, N. A. and other banks and companies affiliated with WFBS may lend
money to an issuer of securities or debt that are underwritten or dealt in by WFBS. Within the
prospectus or other documentation provided with each such underwriting or placement there will
be a disclosure of any material lending relationship by an affiliate of WFBS with such an issuer
and whether the proceeds of such an issuance of such debt securities will be used by the issuer to
repay any outstanding indebtedness of any WFBS affiliate.
From time to time, WFBS may participate in a primary of secondary distribution of
securities bought or sold by a purchase of bonds. WFBS and its affiliates may also act as an
investment advisor to issuers whose securities may be sold to a purchaser of those bonds.
TAX EXEMPTION
CARBON BONDS AND EMERY BONDS
In connection with the original issuance and delivery of each of the Carbon Bonds and
the Emery Bonds, Chapman and Cutler, as Bond Counsel to the Company, rendered an opinion
with respect to each issue that subject to compliance by the Company and the applicable Issuer
with certain covenants referenced in the opinion, under then existing law, interest on the Carbon
Bonds and on the Emery Bonds, as applicable, would not be includible in the gross income of the
Owners thereof for federal income tax purposes, except for interest on any Carbon Bond or
Emery Bond, as applicable, 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 1954 Code) and such interest is not
treated as an item of tax preference in computing the federal alternative minimum tax for
individuals and corporations. Such interest is taken into account, however, in computing an
adjustment used in determining the federal alternative minimum tax for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Utah, interest on the Carbon Bonds and on the Emery Bonds, is exempt from taxes imposed by
the Utah Individual Income Tax Act.
A copy of each of the opinion letters provided by Bond Counsel in connection with the
original issuance and delivery of the Carbon Bonds and the Emery Bonds is set forth in
Appendix C-1 and C-2, respectively, but inclusion of such copies of the opinion letters is not to
be construed as a reaffirmation of the opinions contained therein. The opinion letters speak only
as of their dates.
Chapman and Cutler LLP will deliver separate opinions in connection with execution and
delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement for
each of the Carbon Bonds and the Emery Bonds in each case to the effect that (a) each of such
First Supplemental Indentures (i) is authorized or permitted by the Trust Indenture relating
thereto and the Act and complies with their respective terms, (ii) upon the execution and delivery
thereof, will be valid and binding upon the respective Issuer in accordance with its terms and (iii)
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will not adversely affect the Tax-Exempt status of the Carbon Bonds or the Emery Bonds, as
applicable and (b) each of such First Supplemental Loan Agreements (i) is authorized or
permitted by the Original Loan Agreement or Trust Indenture relating thereto and the Act and
complies with their respective terms, (ii) will be valid and binding upon the respective Issuer in
accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of the Carbon
Bonds or the Emery Bonds, as applicable. Except as necessary to render the foregoing opinions,
Chapman and Cutler has not reviewed any factual or legal maters relating to the prior opinion of
Bond Counsel or the Carbon Bonds or the Emery Bonds subsequent to their date of issuance.
The proposed form of such opinions are set forth in Appendix D-1 and Appendix D-3.
CONVERSE BONDS, LINCOLN BONDS AND SWEETWATER BONDS
In connection with the original issuance and delivery of each of the Converse Bonds, the
Lincoln Bonds and the Sweetwater Bonds, Chapman and Cutler, as Bond Counsel to the
Company, rendered an opinion with respect to each issue that subject to compliance by the
Company and the Issuer with certain covenants referenced in the opinion, under then existing
law, interest on the Converse Bonds, on the Lincoln Bonds and on the Sweetwater Bonds, as
applicable, would not be includible in the gross income of the Owners thereof for federal income
tax purposes, except for interest on any Converse Bond, Lincoln Bond or Sweetwater Bond, as
applicable, 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 1954 Code) and such interest is not treated as
an item of tax preference in computing the federal alternative minimum tax for individuals and
corporations. Such interest is taken into account, however, in computing an adjustment used in
determining the federal alternative minimum tax for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Wyoming, Wyoming imposed no income taxes that would be applicable to interest on the
Converse Bonds, on the Lincoln Bonds or on the Emery Bonds, as applicable.
A copy of each of the opinion letters provided by Bond Counsel in connection with the
original issuance and delivery of the Converse Bonds, the Lincoln Bonds and the Sweetwater
Bonds is set forth in Appendix C-3, C-4 and C-5, respectively, but inclusion of such copies of the
opinion letters is not to be construed as a reaffirmation of the opinions contained therein. The
opinion letters speak only as of their dates.
Chapman and Cutler LLP will deliver separate opinions in connection with execution and
delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement for
each of the Converse Bonds, the Lincoln Bonds and the Sweetwater Bonds in each case to the
effect that (a) each of such First Supplemental Indentures (i) is authorized or permitted by the
Trust Indenture relating thereto and the Act and complies with their respective terms, (ii) upon
the execution and delivery thereof, will be valid and binding upon the respective Issuer in
accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of the
Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds, as applicable and (b) each of such
First Supplemental Loan Agreements (i) is authorized or permitted by the Original Loan
Agreement or Trust Indenture relating thereto and the Act and complies with their respective
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terms, (ii) will be valid and binding upon the respective Issuer in accordance with its terms and
(iii) will not adversely affect the Tax-Exempt status of the Converse Bonds, the Lincoln Bonds
or the Sweetwater Bonds, as applicable. Except as necessary to render the foregoing opinions,
Chapman and Cutler has not reviewed any factual or legal maters relating to the prior opinion of
Bond Counsel or the Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds subsequent to
their date of issuance. The proposed form of such opinions are set forth in Appendix D-2,
Appendix D-4 and Appendix D-6.
MOFFAT BONDS
In connection with the original issuance and delivery of the Moffat Bonds, Chapman and
Cutler, as Bond Counsel to the Company, rendered an opinion that subject to compliance by the
Company and the Issuer with certain covenants referenced in the opinion, under then existing
law, interest on the Moffat Bonds would not be includible in the gross income of the Owners
thereof for federal income tax purposes, except for interest on any Moffat 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 1954 Code) and such interest is not treated as an item of tax preference in
computing the federal alternative minimum tax for individuals and corporations. Such interest is
taken into account, however, in computing an adjustment used in determining the federal
alternative minimum tax for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Colorado, so long as interest on the Moffat Bonds is not included in gross income for federal
income tax purposes, interest on the Moffat Bonds is not included in Colorado taxable income
for purposes of the income tax imposed by Colorado pursuant to Article 22 of Title 39 of the
Colorado Revised Statutes, as amended, upon individuals, corporations, and estates and trusts.
A copy of the opinion letter provided by Bond Counsel in connection with the original
issuance and delivery of the Moffat Bonds is set forth in Appendix C-6, but inclusion of such
copy of the opinion letter is not to be construed as a reaffirmation of the opinions contained
therein. The opinion letter speak only as of its date.
Chapman and Cutler LLP will deliver an opinion in connection with execution and
delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement
relating to the Moffat Bonds to the effect that (a) such First Supplemental Indenture (i) is
authorized or permitted by the Trust Indenture relating thereto and the Act and complies with
their respective terms, (ii) upon the execution and delivery thereof, will be valid and binding
upon Moffat County in accordance with its terms and (iii) will not adversely affect the Tax-
Exempt status of the Moffat Bonds and (b) such First Supplemental Loan Agreement (i) is
authorized or permitted by the Original Loan Agreement or Trust Indenture relating thereto and
the Act and complies with their respective terms, (ii) will be valid and binding upon Moffat
County in accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of
the Moffat Bonds. Except as necessary to render the foregoing opinion, Chapman and Cutler has
not reviewed any factual or legal maters relating to the prior opinion of Bond Counsel or the
- 66 -
Moffat Bonds subsequent to their date of issuance. The proposed form of such opinion is set
forth in Appendix D-5.
CERTAIN LEGAL MATTERS
Certain legal matters in connection with the remarketing will be passed upon by
Chapman and Cutler LLP, as Bond Counsel to the Company. Certain legal matters will be
passed upon for the Company by Paul J. Leighton, Esq., as counsel for the Company. Certain
legal matters will be passed upon for the Remarketing Agents by King & Spalding LLP. The
validity of the Letter of Credit will be passed upon for the Bank by in-house counsel to the Bank.
MISCELLANEOUS
The attached Appendices (including the documents incorporated by reference therein) are
an integral part of this Reoffering Circular and must be read together with all of the balance of
this Reoffering Circular.
The Issuers have not assumed nor will assume any responsibility for the accuracy or
completeness of any information contained herein (other than the material pertinent to each
Issuer under “THE ISSUERS” or “LITIGATION” above) or in the Appendices hereto, all of which was
furnished by others.
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
Reoffering Circular (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

APPENDIX B
The information under this heading has been provided solely by Wells Fargo Bank,
National Association and is believed to be reliable. This information has not been verified
independently by the Issuers, PacifiCorp or the Remarketing Agents. The Issuers, PacifiCorp
and the Remarketing Agents make no representation whatsoever as to the accuracy, adequacy or
completeness of such information.
WELLS FARGO BANK, NATIONAL ASSOCIATION
The Bank is a national banking association organized under the laws of the United States
of America with its main office at 101 North Phillips Avenue, Sioux Falls, South Dakota 57104,
and engages in retail, commercial and corporate banking, real estate lending and trust and
investment services. The Bank is an indirect, wholly-owned subsidiary of Wells Fargo
& Company (“Wells Fargo”), a diversified financial services company, a financial holding
company and a bank holding company registered under the Bank Holding Company Act of 1956,
as amended, with its principal executive offices located in San Francisco, California (“Wells
Fargo”).
The Bank prepares and files Call Reports on a quarterly basis. Each Call Report consists
of a balance sheet as of the report date, an income statement for the year-to-date period to which
the report relates and supporting schedules. The Call Reports are prepared in accordance with
regulatory instructions issued by the Federal Financial Institutions Examination Council. While
the Call Reports are supervisory and regulatory documents, not primarily accounting documents,
and do not provide a complete range of financial disclosure about the Bank, the reports
nevertheless provide important information concerning the Bank’s financial condition and results
of operations. The Bank’s Call Reports are on file with, and are publicly available upon written
request to the FDIC, 550 17th Street, N.W., Washington, D.C. 20429, Attention: Division of
Insurance and Research. The FDIC also maintains an internet website that contains the Call
Reports. The address of the FDIC’s website is http://www.fdic.gov. The Bank’s Call Reports
are also available upon written request to the Wells Fargo Corporate Secretary’s Office, Wells
Fargo Center, MAC N9305-173, 90 South 7th Street, Minneapolis, MN 55479.
The Letter of Credit will be solely an obligation of the Bank and will not be an
obligation of, or otherwise guaranteed by, Wells Fargo & Company, and no assets of Wells
Fargo & Company or any affiliate of the Bank or Wells Fargo & Company will be pledged
to the payment thereof. Payment of the Letter of Credit will not be insured by the FDIC.
The information contained in this Appendix, including financial information, relates to
and has been obtained from the Bank, and is furnished solely to provide limited introductory
information regarding the Bank and does not purport to be comprehensive. Any financial
information provided in this Appendix is qualified in its entirety by the detailed information
appearing in the Call Reports referenced above. The delivery hereof shall not create any
implication that there has been no change in the affairs of the Bank since the date hereof.
C-1-1
APPENDIX C-1
APPROVING OPINION OF BOND COUNSEL FOR THE CARBON BONDS
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C-2-1
APPENDIX C-2
APPROVING OPINION OF BOND COUNSEL FOR THE EMERY BONDS
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[This Page Intentionally Left Blank]
C-3-1
APPENDIX C-3
APPROVING OPINION OF BOND COUNSEL FOR THE CONVERSE BONDS
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C-4-1
APPENDIX C-4
APPROVING OPINION OF BOND COUNSEL FOR THE LINCOLN BONDS
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C-5-1
APPENDIX C-5
APPROVING OPINION OF BOND COUNSEL FOR THE SWEETWATER BONDS
[This Page Intentionally Left Blank]
C-6-1
APPENDIX C-6
APPROVING OPINION OF BOND COUNSEL FOR THE MOFFAT BONDS
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D-1-1
EXHIBIT D-1
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CARBON BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Carbon County, Utah Ambac Assurance Corporation
120 East Main Street One State Street Plaza, 19th Floor
Price, Utah 84510 New York, New York 10004
JPMorgan Chase Bank, N.A.Morgan Stanley & Co. Incorporated
as Agent Bank 1221 Avenue of the Americas, 30th Floor
270 Park Avenue, 4th Floor New York, New York 10020
New York, New York 10017
Re:$9,365,000
Carbon County, Utah
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Carbon County, Utah (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-1-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-1-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. 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,
[This Page Intentionally Left Blank]
D-2-1
EXHIBIT D-2
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CONVERSE BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Converse County, Wyoming Ambac Assurance Corporation
107 North 5th Street One State Street Plaza, 19th Floor
Douglas, Wyoming 82633 New York, New York 10004
JPMorgan Chase Bank, N.A.,Banc of America Securities LLC
as Agent Bank One Bryant Park, 11th Floor
270 Park Avenue, 4th Floor New York, New York 10036
New York, New York 10017
Re:$8,190,000
Converse County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Converse County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Banc of America Securities LLC, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-2-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-2-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. 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,
[This Page Intentionally Left Blank]
D-3-1
EXHIBIT D-3
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR EMERY BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Emery County, Utah Ambac Assurance Corporation
75 East Main Street One State Street Plaza, 19th Floor
Castle Dale, Utah 84513 New York, New York 10004
The Bank of Nova Scotia, New York Agency,Wells Fargo Brokerage Services, LLC
as Agent Bank MAC N9303-105
1 Liberty Plaza 608 Second Avenue South
New York, New York 10006 Minneapolis, Minnesota 55479
Re:$121,940,000
Emery County, Utah
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Emery County, Utah (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Wells Fargo Brokerage Services, LLC, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-3-2
is currently secured by that certain Standby Bond Purchase Agreement, dated May 3, 2006 (the
“Standby Purchase Agreement”), by and among the Company, the banks party thereto and The
Bank of Nova Scotia, New York Agency, as agent bank. In order to replace the Insurance Policy
and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank,
N.A. (the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-3-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. 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,
[This Page Intentionally Left Blank]
D-4-1
EXHIBIT D-4
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR LINCOLN BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Lincoln County, Wyoming Ambac Assurance Corporation
925 Sage, Suite 302 One State Street Plaza, 19th Floor
Kemmerer, Wyoming 83101 New York, New York 10004
JPMorgan Chase Bank, N.A.,Banc of America Securities LLC
as Agent Bank One Bryant Park, 11th Floor
270 Park Avenue, 4th Floor New York, New York 10036
New York, New York 10017
Re:$15,060,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Lincoln County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Banc of America Securities LLC, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-4-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-4-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. 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,
[This Page Intentionally Left Blank]
2525101.01.02.doc
8701005/RDB/CJ/mo
D-5-1
APPENDIX D-5
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR MOFFAT BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Moffat County, Colorado Ambac Assurance Corporation
221 West Victory Way, Suite 120 One State Street Plaza, 19th Floor
Craig, Colorado 81625 New York, New York 10004
JPMorgan Chase Bank, N.A.,Morgan Stanley & Co. Incorporated
as Agent Bank 1221 Avenue of the Americas, 30th Floor
270 Park Avenue, 4th Floor New York, New York 10020
New York, New York 10017
Re:$40,655,000
Moffat County, Colorado
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Moffat County, Colorado (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-5-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-5-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. 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,
[This Page Intentionally Left Blank]
D-6-1
APPENDIX D-6
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR SWEETWATER BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Sweetwater County, Wyoming Ambac Assurance Corporation
80 West Flaming Gorge Way One State Street Plaza, 19th Floor
Green River, Wyoming 82935 New York, New York 10004
JPMorgan Chase Bank, N.A.,Morgan Stanley & Co. Incorporated
as Agent Bank 1221 Avenue of the Americas, 30th Floor
270 Park Avenue, 4th Floor New York, New York 10020
New York, New York 10017
Re:$21,260,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Sweetwater County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-6-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-6-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. 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,
[This Page Intentionally Left Blank]
E-1
APPENDIX E
FORM OF LETTER OF CREDIT
IRREVOCABLE LETTER OF CREDIT
November 19, 2008
Letter of Credit No. __________
The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corporate Trust
Ladies and Gentlemen:
We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds
under the Indenture described below, at the request and for the account of PacifiCorp, an Oregon
corporation, our irrevocable letter of credit in the amount of U.S. $ (_______________
Dollars) in connection with the Bonds (as defined below) available with ourselves by sight
payment against presentation of one or more signed and dated demands addressed by you to
Wells Fargo Bank, National Association, Letter of Credit Operations Office, San Francisco,
California, each in the form of Annex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C
(a "C Drawing"), or Annex D (a "D Drawing") hereto, with all instructions in brackets therein
being complied with. Each such demand must be presented to us in its original form at the
Presentation Office (as hereinafter defined) or by facsimile transmission of such original form to
us at [phone].
Each such presentation must be made at or before 5:00 p.m. San Francisco time on a
Business Day (as hereinafter defined) to our Letter of Credit Operations Office in San Francisco,
California, presently located at One Front Street, 21st Floor, San Francisco, California 94111,
(the “Presentation Office”).
This Letter of Credit expires at our Letter of Credit Operations Office in San Francisco,
California on November 19, 2009, but shall be automatically extended, without written
amendment to, and shall expire on, November 19, 2010 unless on or before October 20, 2009,
you have received written notice from us sent by express courier or registered mail to your
address above or by facsimile transmission to [phone] (the “Fax Number”), that we elect
not to extend this Letter of Credit beyond November 19, 2009. (The date on which this Letter of
Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the
first (1st) succeeding Business Day thereafter, will be hereinafter referred to as the "Expiration
Date".) To be effective, the notice from us described in the first sentence of this paragraph must
be received by you on or before October 20, 2009.
As used herein the term "Business Day" shall mean a day on which our San Francisco
Letter of Credit Operations Office is open for business.
E-2
The amount of any demand presented hereunder will be the amount inserted in numbered
Paragraph 4 of said demand. By honoring any such demand we make no representation as to the
correctness of the amount demanded.
We hereby agree with you that each demand presented hereunder in full compliance with
the terms hereof will be duly honored by our payment to you of the amount of such demand, in
immediately available funds of Wells Fargo Bank, National Association:
(i) not later than 10:00 a.m., San Francisco time, on the Business Day following the
Business Day on which such demand is presented to us as aforesaid if such
presentation is made to us at or before noon, San Francisco time, or
(ii) not later than 10:00 a.m., San Francisco time, on the second Business Day
following the Business Day on which such demand is presented to us as aforesaid,
if such presentation is made to us after noon, San Francisco time.
Notwithstanding the foregoing, any demand presented hereunder, in full compliance with
the terms hereof, for a C Drawing will be duly honored (i) not later than 11:30 a.m., San
Francisco time, on the Business Day on which such demand is presented to us as aforesaid if
such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than
11:00 a.m., San Francisco time, on the Business Day following the Business Day on which such
demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San
Francisco time.
If the remittance instructions included with any demand presented under this Letter of
Credit require that payment is to be made by transfer to an account with us or with another bank,
we and/or such other bank may rely solely on the account number specified in such instructions
even if the account is in the name of a person or entity different from the intended payee.
With respect to any demand that is honored hereunder, the total amount of this Letter of
Credit shall be reduced as follows:
(A) With respect to each A Drawing paid by us, the total amount of this Letter of
Credit shall be reduced by the amount of such A Drawing with respect to all
demands presented to us after the time we receive such A Drawing; provided,
however, that the amount of such A Drawing shall be automatically reinstated on
the eighth (8th) Business Day following the date such A Drawing is honored by
us, unless (i) you shall have received notice from us sent to you at your above
address by express courier or registered mail or by facsimile transmission to the
Fax Number, no later than seven (7) Business Days after such A Drawing is
honored by us that there shall be no such reinstatement, or (ii) such eighth (8th)
Business Day falls after the Expiration Date;
(B) With respect to each B Drawing paid by us, the total amount of this Letter of
Credit shall be reduced by the sum of (1) the amount inserted as principal in
paragraph 5(A) of the applicable demand plus (2) the greater of (a) the amount
inserted as interest in paragraph 5(B) of the applicable demand and (b) interest on
the amount inserted as principal in paragraph 5(A) of the applicable demand
E-3
calculated for 48 days at the rate of twelve percent (12%) per annum based on a
year of 365 days (with any fraction of a cent being rounded upward to the nearest
whole cent) with respect to all demands presented to us after the time we receive
such B Drawing and shall not be reinstated;
(C) With respect to each C Drawing paid by us, the total amount of this Letter of
Credit shall be reduced with respect to all demands presented to us after the time
we receive such C Drawing by the sum of (1) the amount inserted as principal in
paragraph 5(A) of the C Drawing plus (2) the greater of (a) the amount inserted
as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount
inserted as principal in paragraph 5(A) of the C Drawing calculated for 48 days at
the rate of twelve percent (12%) per annum based on a year of 365 days (with any
fraction of a cent being rounded upward to the nearest whole cent); provided,
however, that if the Bonds (as defined below) related to such C Drawing are
remarketed and the remarketing proceeds are paid to us prior to the Expiration
Date, then on the day we receive such remarketing proceeds the amount of this
Letter of Credit shall be reinstated by an amount which equals the sum of (i) the
amount paid to us from such remarketing proceeds and (ii) interest on such
amount calculated for the same number of days, at the same interest rate, and on
the basis of a year of the same number of days as is specified in (2)(b) of this
paragraph (C) (with any fraction of a cent being rounded upward to the nearest
whole cent), with such reinstatement and its amount being promptly advised to
you; provided, however, that in no event will the total amount of all C Drawing
reinstatements exceed the total amount of all Letter of Credit reductions made
pursuant to this paragraph (C).
Upon presentation to us of a D Drawing in compliance with the terms of this Letter of
Credit, no further demand whatsoever may be presented hereunder.
No more than one A Drawing which we honor shall be presented to us during any
consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for
an amount more than U.S. $_______.
It is a condition of this Letter of Credit that the amount available for drawing under this
Letter of Credit shall be decreased automatically without amendment upon our receipt of each
reduction authorization in the form of Annex E to this Letter of Credit (with all instructions
therein in brackets being complied with) sent to us at the Presentation Office as a signed and
dated original form or sent to us as an authenticated SWIFT message at the SWIFT Address.
This Letter of Credit is subject to, and engages us in accordance with the terms of, the
Uniform Customs and Practice for Documentary Credits (2007 Revision), Publication No. 600 of
the International Chamber of Commerce (the "UCP"); provided, however, that if any provision
of the UCP contradicts a provision of this Letter of Credit such provision of the UCP will not be
applicable to this Letter of Credit, and provided further that Article 32, the second sentence of
Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit.
Furthermore, as provided in the first sentence of Article 36 of the UCP, we assume no liability or
responsibility for consequences arising out of the interruption of our business by Acts of God,
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riots, civil commotions, insurrections, wars, acts of terrorism, or by any strikes or lockouts, or
any other causes beyond our control. Matters related to this Letter of Credit which are not
covered by the UCP will be governed by the laws of the State of California, including, without
limitation, the Uniform Commercial Code as in effect in the State of California, except to the
extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit.
This Letter of Credit is transferable and may be transferred more than once, but in each
case only in the amount of the full unutilized balance hereof to any single transferee who you
shall have advised us pursuant to Annex F has succeeded The Bank of New York Mellon Trust
Company, N.A. or a successor trustee as Trustee under the Trust Indenture dated as of November
1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1,
2008, as further amended or supplemented from time to time (the "Indenture") between
__________ County, ________ (the "Issuer") and The Bank of New York Mellon Trust
Company, N.A., as Trustee, pursuant to which U.S. $_________ in aggregate principal amount
of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the
"Bonds") were issued. Transfers may be effected without charge to the transferor and only
through ourselves and only upon presentation to us at the Presentation Office of a duly executed
instrument of transfer in the form attached hereto as Annex F. Any transfer of this Letter of
Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of
presentation of demands from our Letter of Credit Operations Office in San Francisco,
California.
All payments hereunder shall be made from our own funds.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter
of Credit; and any such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except the UCP.
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
Authorized Signature
Letter of Credit Operations Office
Telephone No.: 1-800-798-2815
Facsimile No.: [phone]
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Annex A to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN
THE INDENTURE), OF UNPAID INTEREST ON THE BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT].
(5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(6) IF THIS DEMAND IS RECEIVED AT THE PRESENTATION OFFICE BY
YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
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THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
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Annex B to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID
INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR
MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS
CURRENTLY OUTSTANDING.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
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CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
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Annex C to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE
ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED
IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE
TIME LIMITS ESTABLISHED IN THE INDENTURE.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $[INSERT
AMOUNT] BEING DRAWN WITH RESPECT TO THE PAYMENT OF
INTEREST DUE ON THE BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
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CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A
BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 11:30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS
DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY,
YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11:00
A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING
SAID BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
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Annex D to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID
INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY
OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH
BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING
AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE
REDEMPTION OF ALL SUCH BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET
FORTH IN PARAGRAPH 5, BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS
AND (B) $[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
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OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
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Annex E to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION.
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
LETTER OF CREDIT REDUCTION AUTHORIZATION
[INSERT NAME OF BENEFICIARY], WITH REFERENCE TO LETTER OF
CREDIT NO. __________ ISSUED BY WELLS FARGO BANK, NATIONAL
ASSOCIATION (THE “BANK”), HEREBY UNCONDITIONALLY AND IRREVOCABLY
REQUESTS THAT THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING
UNDER THE LETTER OF CREDIT BY $[INSERT AMOUNT].
[FOR SIGNED REDUCTION AUTHORIZATIONS ONLY]
[INSERT NAME OF BENEFICIARY]
By: [INSERT SIGNATURE]
TITLE: [INSERT TITLE]
DATE: [INSERT DATE]
SIGNATURE GUARANTEED BY
[INSERT NAME OF BANK]
By:
[INSERT NAME AND TITLE]
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Annex F to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
One Front Street, 21st Floor,
San Francisco, California, 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT DATE]
Subject: Your Letter of Credit No. __________
Ladies and Gentlemen:
For value received, we hereby irrevocably assign and transfer all of our rights under the
above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or
reduced to:

[Name of Transferee]

[Address of Transferee]
By this transfer, all of our rights in the Letter of Credit are transferred to the transferee,
and the transferee shall have sole rights as beneficiary under the Letter of Credit, including sole
rights relating to any amendments, whether increases or extensions or other amendments, and
whether now existing or hereafter made. You are hereby irrevocably instructed to advise future
amendment(s) of the Letter of Credit to the transferee without our consent or notice to us.
The original Letter of Credit is returned with all amendments to this date. Please notify
the transferee in such form as you deem advisable of this transfer and of the terms and conditions
to this Letter of Credit, including amendments as transferred.
You are hereby advised that the transferee named above has succeeded The Bank of New
York Mellon Trust Company, N.A., or a successor trustee, as Trustee under the Trust Indenture
dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture
dated as of October 1, 2008, as further amended or supplemented from time to time (the
"Indenture") between County, ________ (the "Issuer") and The Bank of New York
Mellon Trust Company, N.A., as Trustee, pursuant to which U. S. $_________ in aggregate
principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project)
Series 1994 (the “Bonds”) were issued.
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Very truly yours,
[Insert Name of Transferor]
By:
[Insert Name and Title]
TRANSFEROR'S SIGNATURE
GUARANTEED
By:
[Bank Name]
By:
[Insert Name and Title]
By its signature below, the undersigned transferee acknowledges that it has duly
succeeded or a successor trustee as Trustee under the
Indenture.
[Insert Name of Transferee]
By:
[Insert Name and Title]
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