1d9_03-27-13 Forsyth 1988 Supplement.pdf

SUPPLEMENT DATED MARCH 27, 2013 TO SUPPLEMENT DATED APRIL 16, 2012 TO
OFFICIAL STATEMENT DATED JANUARY 13, 1988
$45,000,000
CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA
CUSTOMIZED PURCHASE POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1988
(CUSIP 346668 BG0*)
This Supplement amends and supplements the accompanying Supplement dated April 16, 2012
(the “2012 Supplement”) to the Official Statement dated January 13, 1988 with respect to the
above-captioned bond issue (the “Bonds”).
Effective March 27, 2013, the Letter of Credit will be extended in accordance with its terms to
and will expire on March 27, 2015. The Letter of Credit will not be amended or otherwise changed
except to effect such extension. On March 27, 2013, the Company will transfer its obligations in respect
of the Letter of Credit and related Letter of Credit Agreement described under “THE LETTER OF
CREDIT AND THE CREDIT AGREEMENT—Credit Agreement” in the 2012 Supplement 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 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 Agreement 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 2012 Supplement 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 Agreement as so amended.
Descriptions of PacifiCorp and of JPMorgan Chase Bank, National Association are attached as
Appendices A and B, respectively, to the 2012 Supplement in lieu of the original Appendices A and B.
The Remarketing Agent has provided the following sentence 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.
The Company has approved this Supplement for distribution by the Remarketing Agent to current
Bondholders and potential purchasers of the Bonds. THE ISSUER MAKES NO REPRESENTATION
WITH RESPECT TO AND HAS NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION
OF THIS SUPPLEMENT.
BARCLAYS
as Remarketing Agent

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

______________________
* The Bonds were issued in the aggregate principal amount of $45,000,000, all of which remain outstanding. This Supplement relates to the
remarketing, in a secondary market transaction, of $39,000,000 of the Bonds delivered for mandatory purchase by the respective owners thereof for
purchase on April 18, 2012. Owners of the remaining $6,000,000 aggregate principal amount of the Bonds have elected to retain such Bonds pursuant
to the Indenture.
REOFFERING-NOT A NEW ISSUE
The opinion of Chapman and Cutler delivered on January 14, 1988 stated that, subject to the condition that the
Issuer and the Company comply with certain covenants, under then existing law (i) interest on the Bonds is not includible in
gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during
which such Bond is owned by a person who is a substantial user of the Project or any person considered to be related to such
person (within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as amended), and (ii) interest on the
Bonds will not be treated as an item of tax preference in computing the alternative minimum tax for individuals and
corporations. Interest on the Bonds will be taken into account, however, in computing an adjustment used in determining the
alternative minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that under then
existing law, the interest on the Bonds is exempt from individual income taxes imposed by the State of Montana. Such
opinions have not been updated as of the date hereof. In the opinion of Bond Counsel to be delivered in connection with the
delivery of the Letter of Credit, the delivery of the Letter of Credit will not cause the interest on the Bonds to become
includible in the gross income of the owners thereof for federal income tax purposes. See “TAX EXEMPTION” herein for a
more complete discussion.
DELIVERY OF
ALTERNATE CREDIT FACILITY AND REOFFERING
$45,000,000*
CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA
CUSTOMIZED PURCHASE POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT), SERIES 1988
Purchase Date: April 18, 2012 Due: January 1, 2018
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made
under a Loan Agreement between the Issuer and
PACIFICORP
and from funds drawn under an irrevocable direct pay Letter of Credit (the “Letter of Credit”) to be issued by
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Under the Letter of Credit, the Trustee will be entitled to draw through April 18, 2013 (unless earlier terminated or
extended) up to an amount sufficient to pay the principal of and, up to 65 days’ accrued interest on the Bonds calculated at a
maximum interest rate of 12% per annum (a) to pay the principal of and interest on the Bonds and (b) to pay the purchase
price of Bonds tendered by the Owners thereof as provided in the Indenture.
The Bonds are currently secured by a Letter of Credit (the “Prior Letter of Credit”) issued by BNP Paribas (the
“Prior Bank”). PacifiCorp (the “Company”) has delivered notice that prior to or on April 18, 2012, the Letter of Credit will
be delivered to the Trustee to support the Bonds. After that date, the Bonds will not have the benefit of the Prior Letter of
Credit.
The Bonds are issuable as fully registered Bonds without coupons, initially in the denomination of $100,000 and
integral multiples of $5,000 in excess thereof. Interest on the Bonds while the Bonds bear interest at Daily, Weekly or
Monthly Rates will be payable monthly on each Interest Payment Date. As of the date hereof, the Bonds bear interest at a
Daily Rate. The Depository Trust Company, New York, New York (“DTC”), will continue to act as a securities depository
for Bonds. Such Bonds are registered in the name of Cede & Co., as registered owner and nominee of DTC, and, except for
the limited circumstances described herein, beneficial owners of interests in such Bonds will not receive certificates
representing their interests in such Bonds. Payments of principal of, and premium, if any, and interest on Bonds will be made
through DTC and its Participants and disbursements of such payments to purchasers will be the responsibility of such
Participants.
The Bonds are being offered solely on the basis of the Letter of Credit and the financial strength of
JPMorgan Chase Bank, National Association, and are not being offered on the basis of the financial strength of the
Company or any other security.
Certain legal matters related to the delivery of the Letter of Credit will be passed upon by Chapman and Cutler LLP,
Bond Counsel to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq.,
counsel to the Company. _____________
Price: 100%
The Bonds are reoffered, subject to prior sale and certain other conditions.
BARCLAYS
Remarketing Agent
April 16, 2012

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No broker, dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this Supplement to Official
Statement in connection with the reoffering made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized by the Issuer,
PacifiCorp, JPMorgan Chase Bank, National Association, or the Remarketing Agent. Neither
the delivery of this Supplement to Official Statement nor any sale hereunder shall under any
circumstances create any implication that there has been no change in the affairs of the Issuer,
JPMorgan Chase Bank, National Association, or PacifiCorp since the date hereof. The Issuer
has not and will not assume any responsibility as to the accuracy or completeness of the
information in this Supplement to Official Statement. No representation is made by JPMorgan
Chase Bank, National Association, as to the accuracy, completeness or adequacy of the
information contained in this Supplement to Official Statement, except with respect to
APPENDIX B hereto and the information under the caption “THE LETTER OF CREDIT.” The Bonds
are not registered under the Securities Act of 1933, as amended. Neither the Securities and
Exchange Commission nor any other federal, state or other governmental entity has passed upon
the accuracy or adequacy of this Supplement to Official Statement.
In connection with this offering, the Remarketing Agent may overallot or effect
transactions which stabilize or maintain the market price of the securities offered hereby at a
level above that which might otherwise prevail in the open market. Such stabilizing, if
commenced, may be discontinued at any time.

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TABLE OF CONTENTS
PAGE
GENERAL INFORMATION ...................................................................................................................1

THE BONDS.......................................................................................................................................3

Interest on the Bonds ..............................................................................................................3

Purchase on Demand of Owner ..............................................................................................4

Redemption of Bonds .............................................................................................................5

THE LETTER OF CREDIT AND THE CREDIT AGREEMENT....................................................................5

The Letter of Credit ................................................................................................................5

Credit Agreement....................................................................................................................6

REMARKETING AGENT....................................................................................................................11

BOND TERMS AND RELATED DOCUMENTS......................................................................................12

TAX EXEMPTION .............................................................................................................................12

MISCELLANEOUS ............................................................................................................................13

APPENDIX A — PacifiCorp
APPENDIX B — JPMorgan Chase Bank, National Association
APPENDIX C — Official Statement Dated January 13, 1988
APPENDIX D — Proposed Form of Opinion of Bond Counsel
APPENDIX E — Form of Letter of Credit

$45,000,000
CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA
CUSTOMIZED PURCHASE POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT), SERIES 1988
_______________
GENERAL INFORMATION
THE OFFICIAL STATEMENT DATED JANUARY 13, 1988, A COPY OF WHICH IS ATTACHED
HERETO AS APPENDIX C (THE “ORIGINAL OFFICIAL STATEMENT” AND, TOGETHER WITH THIS
SUPPLEMENT TO OFFICIAL STATEMENT, THE “OFFICIAL STATEMENT”), WAS PREPARED IN
CONNECTION WITH THE OFFERING OF FIVE SEPARATE ISSUES OF BONDS RELATING TO THE
COMPANY. THIS SUPPLEMENT TO OFFICIAL STATEMENT RELATES ONLY TO THE BONDS
DESCRIBED ON THE COVER PAGE HERETO.
THIS SUPPLEMENT TO OFFICIAL STATEMENT DOES NOT CONTAIN COMPLETE
DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION WHICH IS SET FORTH IN THE
ORIGINAL OFFICAL STATEMENT EXCEPT WHERE THERE HAS BEEN A CHANGE IN THE
DOCUMENTS OR MORE RECENT INFORMATION SINCE THE DATE OF THE ORIGINAL OFFICIAL
STATEMENT. THIS SUPPLEMENT TO OFFICIAL STATEMENT SHOULD THEREFORE BE READ
ONLY IN CONJUNCTION WITH THE ORIGINAL OFFICIAL STATEMENT.
This Supplement to Official Statement is provided to furnish certain information with
respect to the reoffering of the $45,000,000 outstanding principal amount of the Customized
Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Projects) Series 1988 (the
“Bonds”) issued by the City of Forsyth, Rosebud County, Montana (the “Issuer”).
The Bonds were issued pursuant to a Trust Indenture, dated as of January 1, 1988 (the
“Indenture”) between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as Trustee (the “Trustee”). The
proceeds from the sale of the Bonds were loaned to PacifiCorp (the “Company”) pursuant to the
terms of a Loan Agreement dated as of January 1, 1988 (the “Agreement”), between the Issuer
and the Company. Under the Agreement, the Company is unconditionally obligated to pay
amounts sufficient to provide for payment of the principal of, premium, if any, and interest on
the Bonds (the “Loan Payments”) and for payment of the purchase price of the Bonds.
The proceeds of the Bonds, together with certain other moneys of the Company, were
used for the purposes set forth in the Original Official Statement.
The Bonds, together with premium, if any, and interest thereon, are limited and not
general, obligations of the Issuer not constituting or giving rise to a pecuniary liability of
the Issuer nor any charge against its general credit or taxing powers nor an indebtedness of
or a loan of credit thereof, shall be payable solely from the Revenues (as defined in the
Indenture and which includes moneys drawn under the Letter of Credit) and other moneys

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pledged therefor under the Indenture, and shall be a valid claim of the respective holders
thereof only against the Bond Fund (as defined in the Indenture), the Revenues and other
moneys held by the Trustee as part of the Trust Estate (as defined in the Indenture). The
Issuer shall not be obligated to pay the purchase price of Bonds from any source.
No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement in the Indenture contained, against any past, present or future
officer or employee of the Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of
and in consideration for the execution of the Indenture and the issuance of any of the
Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the Letter of Credit, dated September 15, 2004, as amended (the “Prior Letter of Credit”), issued
by BNP Paribas (the “Prior Bank”), which has supported payment of the principal, interest and
purchase price of the Bonds since the date such Prior Letter of Credit was issued. Pursuant to the
Indenture, the Company has elected to replace the Prior Letter of Credit with an Irrevocable
Letter of Credit (the “Letter of Credit”) issued by JPMorgan Chase Bank, National Association
(“JPMorgan”). The Letter of Credit will be delivered to the Trustee on April 18, 2012 (the
“Purchase Date”) and, after such date, the Bonds will not have the benefit of the Prior Letter of
Credit.
All references in the Official Statement (unless expressly stated otherwise) to the
Letter of Credit shall be deemed to refer to the Letter of Credit and not to the Prior Letter
of Credit, and all references to the Bank shall be deemed to refer to JPMorgan and not to
the Prior Bank.
During the Daily, Weekly and Monthly Rate periods, the Trustee will be entitled to draw
under the Letter of Credit up to (a) an amount equal to the principal amount of the Bonds to be
used (i) to pay the principal of the Bonds, (ii) to enable the Trustee to pay the portion of the
purchase price equal to the principal amount of the Bonds delivered or deemed delivered to it for
purchase and not remarketed by the Remarketing Agent, and (iii) to enable the Company to
purchase the Bonds in lieu of redemption under certain circumstances, plus (b) an amount equal
to 65 days’ accrued interest on the Bonds (calculated at an assumed maximum rate of 12% per
annum) (i) to pay interest on the Bonds or (ii) to enable the Trustee to pay the portion of the
purchase price of the Bonds properly delivered for purchase equal to the accrued interest, if any,
on the purchased Bonds.
The Letter of Credit constitutes an Alternate Credit Facility (defined below) under the
Indenture. At any time, the Company may, at its option, provide for the delivery to the Trustee
of an Alternate Credit Facility to replace the Letter of Credit or provide for the termination of the

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Letter of Credit or any other Alternate Credit Facility then in effect, as described in the Original
Official Statement under the caption “THE LETTER OF CREDIT — Alternate Credit Facility.”
Brief descriptions of the Issuer, the Bonds, the Letter of Credit, the Agreement and the
Indenture are included in this Supplement to Official Statement, including the Original Official
Statement attached as APPENDIX C hereto. Information regarding the business, properties and
financial condition of the Company is included in APPENDIX A attached hereto. A brief
description of JPMorgan is included as APPENDIX B hereto. The descriptions herein of the
Agreement, the Indenture and the Letter of Credit are qualified in their entirety by reference to
such documents, and the descriptions herein of the Bonds are qualified in their entirety by
reference to the form thereof and the information with respect thereto included in the aforesaid
documents. All such descriptions are further qualified in their entirety by reference to laws and
principles of equity relating to or affecting the enforcement of creditors’ rights generally. Copies
of such documents may be obtained from the principal corporate trust office of the Trustee in
Chicago, Illinois and at the principal offices of the Remarketing Agent in New York, New York.
THE BONDS
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof. Certain terms used herein are set forth in the Original Official Statement under the
caption “THE BONDS—Interest on the Bonds” and in “APPENDIX F” thereto.
INTEREST ON THE BONDS
The Bonds currently bear interest at a Daily Interest Rate (not exceeding 12% while the
Letter of Credit is in effect) unless and until changed as described in the Original Official
Statement under “CONVERSION OF RATE.” The Daily Interest Rate on the Bonds is determined
by the Remarketing Agent to be the interest rate which, in the judgment of the Remarketing
Agent, when borne by the Bonds, is the minimum interest rate necessary to enable the
Remarketing Agent to sell the Bonds on such date at the principal amount thereof plus accrued
interest, if any; provided, however, that (A) with respect to any day that is not a Business Day,
the Daily Interest Rate shall be the same rate as the Daily Interest Rate established for the
immediately preceding Business Day unless the Remarketing Agent is open for business on such
non-Business Day and determines a rate for such non-Business Day, in which case the Bonds
shall bear interest at the rate so determined, and (B) if for any reason a Daily Interest Rate is not
established by the Remarketing Agent or the rate established by the Remarketing Agent is held
to be invalid or unenforceable by a court of law with respect to any day, the Daily Interest Rate
for such day shall equal the Floating Interest Index determined by the Indexing Agent as of such
day. On the basis of such Daily Interest Rates, the Trustee shall calculate the amount of interest
payable during each Interest Period on the Bonds bearing interest at a Daily Interest Rate.
Interest accrued on the Bonds during each Interest Period (as defined below) shall be paid
to the Owner as of the Record Date (as defined below) on the next succeeding Interest Payment
Date (as defined below) and, while the Bonds bear interest at a Daily Interest Rate or other

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Floating Interest Rate (as defined in the Official Statement), computed on the basis of a year of
365 or 366 days, as applicable, for the actual number of days elapsed.
“Interest Payment Date” means (a) during such time as the Bonds bear a Daily Interest
Rate, the fifth day after the Interest Accrual Date, and (b) any Conversion Date.
“Interest Period” means the period from and including the date interest starts to accrue
on the Bonds pursuant to a particular method of calculating interest to and including the next
succeeding Interest Accrual Date and each succeeding period from the day next succeeding such
Interest Accrual Date to and including (i) the next succeeding Interest Accrual Date or (ii) if
earlier, the day next preceding a Conversion Date.
“Interest Accrual Date” means, with respect to any Interest Period during which interest
on the Bonds accrues at a Daily Interest Rate, the last day of the calendar month.
“Record Date” means, when the Bonds bear interest at a Daily Interest Rate, the Interest
Accrual Date.
PURCHASE ON DEMAND OF OWNER
While the Bonds bear interest at a Daily Interest Rate, any Bond shall be purchased, on
the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase (provided that if such
Business Day occurs prior to the Interest Payment Date for any Interest Period and after the
Record Date in respect thereto, the purchase price will equal the principal amount thereof plus
accrued interest, if any, only from such Record Date to the date of purchase), upon: (i) delivery
to the Remarketing Agent (and at the option of an Owner which is an Investment Company, with
a copy to the Trustee) at its Principal Office, by no later than 9:30 a.m. New York, New York
time, on such Business Day, of a written notice or a telephonic notice promptly confirmed by
tested telex, which states the principal amount of such Bonds to be purchased and the date on
which the same shall be purchased, and (ii) delivery of such Bond (with all necessary
endorsements) to the Remarketing Agent at its Principal Office, at or prior to 9:30 a.m., New
York, New York time, on the date specified in such notice.
Anything in the Indenture notwithstanding, (i) at any time when neither the Letter of
Credit nor an Alternate Credit Facility is outstanding, there shall be no purchases or sales of
Bonds as described above, and (ii) at any time during which the Letter of Credit or an Alternate
Credit Facility is outstanding, there shall be no sales of Bonds, if (A) there shall have occurred
and not have been cured or waived an Event of Default described in the Original Official
Statement in paragraph (a), (b), (c), (d) or (e) under the caption “THE INDENTURES — Defaults”
of which the Remarketing Agent and the Trustee have actual knowledge or (B) the Bonds have
been declared to be immediately due and payable as described in the Official Statement under
the caption “THE INDENTURE — Remedies” and such declaration has not been rescinded pursuant
to the Indenture.

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REDEMPTION OF BONDS
Bonds bearing interest at a Daily Interest Rate are subject to optional redemption on any
Interest Payment Date by the Issuer in whole or in part (and if in part in an Authorized
Denomination), at the direction of the Company (but only with the timely written consent of the
Bank or of the Obligor on the Alternate Credit Facility, as the case may be), at the principal
amount thereof, plus accrued interest, if any, with 30 days’ prior notice from the Company to the
Issuer and the Trustee.
The Bonds are also subject to redemption under certain circumstances including
(i) certain events relating to the Project, (ii) a Determination of Taxability, (iii) expiration or
termination of the Letter of Credit or Alternate Credit Facility and (iv) a Conversion Date as
described in the Original Official Statement under the captions “THE BONDS — Extraordinary
Optional Redemption of the Bonds,” “— Mandatory Redemption of Bonds,” “— Redemption
Upon Expiration or Termination of Letter of Credit or Alternate Credit Facility,” and “—
Redemption Upon Conversion.”
Notice requirements and other procedures relating to redemption of Bonds are as
described in the Original Official Statement under the caption “THE BONDS — Procedure for and
Notice of Redemption.”
THE LETTER OF CREDIT AND THE CREDIT AGREEMENT
The following is a brief summary of certain provisions of the Letter of Credit and that
certain $800,000,000 Credit Agreement, dated July 6, 2006, as amended and supplemented,
among the Company, the financial institutions party thereto, the Administrative Agent (defined
below) and The Royal bank of Scotland plc, as syndication agent (together with all related
documents, the “Credit Agreement”). This summary is not a complete recital of the terms of the
Letter of Credit or the Credit Agreement and reference is made to the Letter of Credit or the
Credit Agreement, as applicable, in its entirety.
THE LETTER OF CREDIT
On the date of reoffering of the Bonds, JPMorgan will issue in favor of the Trustee a
Letter of Credit for the Bonds in the form of a direct pay letter of credit. The Letter of Credit
will be issued in the aggregate principal amount of the Bonds plus 65 days’ interest at 12% per
annum, on the basis of a 365 day year (the “Original Stated Amount”) (as from time to time
reduced and reinstated as provided in the Letter of Credit). The Letter of Credit will permit the
Trustee to draw up to an amount equal to the Original Stated Amount to pay the unpaid principal
thereof and accrued interest on the Bonds, subject to the terms, conditions and limitations stated
therein. The Letter of Credit will be substantially in the form attached hereto as APPENDIX E.
The Letter of Credit will expire on April 18, 2013. At any time there remains no less
than 90 days to the then current Stated Expiration Date (defined below), the Company may
request JPMorgan to extend such Stated Expiration Date for a period of one year. JPMorgan

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may, in its sole discretion, extend the Stated Expiration Dated then in effect and will give written
notice of such election to extend to the Company and the Trustee within 30 days of receipt the of
request to extend. Failure by JPMorgan to notify the Company and the Trustee of any decision
within 30 days will be deemed to be a rejection of such request. The date on which the Letter of
Credit expires as described in the preceding sentence and as it may be extended from time to
time, is defined in the Letter of Credit as the “Stated Expiration Date”. For purposes of the
Letter of Credit, “Business Day” means any day other than a day on which banking institutions
in the city in which the principal corporate trust office of the Trustee or the principal corporate
trust office of the Tender Agent or the principal office of the Remarketing Agent is located, or
the city where the office of JPMorgan where drawings are made hereunder is located, are
required or authorized by law to remain closed, or other than a day on which the New York
Stock Exchange is closed.
Each drawing honored by JPMorgan under the Letter of Credit will immediately reduce
the available amount thereunder by the amount of such drawing. Any drawing to pay interest
will be automatically reinstated on the ninth (9th) Business Day following the date such drawing
is honored by the Bank, unless JPMorgan gives notice of an Event of Default under that certain
Reimbursement Agreement, dated April 18, 2012 (the “Reimbursement Agreement”), between
the Company and JPMorgan, pursuant to which the Letter of Credit will be issued. Any drawing
to pay the purchase price of a Bond shall be automatically reinstated upon receipt by JPMorgan,
or the Trustee on behalf of JPMorgan, of an amount equal to the purchase price of such Bonds
(or portion thereof) plus accrued interest on such Bonds as required under the Reimbursement
Agreement. See APPENDIX E.
CREDIT AGREEMENT
General. The Company is party to the Credit Agreement. In addition, the Company has
executed and delivered the Reimbursement Agreement requesting that JPMorgan issue a letter of
credit for the Bonds and governing the issuance thereof. The Letter of Credit is issued pursuant
to the Credit Agreement and the Reimbursement Agreement.
The Credit Agreement defines the relationship between the Company and the financial
institutions party thereto, including JPMorgan; neither the Issuer nor the Trustee has any interest
in the Credit Agreement or in any of the funds or accounts created under it. Under the Credit
Agreement and the Reimbursement Agreement, the Company has agreed to reimburse JPMorgan
for any drawings under a Letter of Credit, to pay certain fees and expenses, to pay interest on any
unreimbursed drawings or other amounts unpaid, and to reimburse JPMorgan for certain other
costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Credit Agreement, as
applicable, that are not otherwise defined in this Reoffering Circular will have the meanings set
forth below.
“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Syndicate Banks and its successors in such capacity.

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“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the Credit Agreement, the amount set forth opposite its name on the commitment
schedule as its Commitment and (ii) with respect to each additional Syndicate Bank or assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, the amount of the
Commitment thereby assumed by it, in each case as such amount may from time to time be
reduced or increased pursuant to the Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the Credit
Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar
obligations of such Person in respect of amounts paid under a letter of credit, surety bond or
similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as defined
in the Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the Credit
Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the Credit Agreement) or any combination of the foregoing pursuant to the Credit Agreement.
“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 all such amounts paid by an Issuing Bank and
remaining unpaid by the Company after the date and time required for payment under the Credit
Agreement.

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“Required Banks” means at any time Syndicate Banks having more than 50% of the total
Commitments under the Credit Agreement, or if the Commitments shall have been terminated,
holding more than 50% of the sum of the outstanding Loans and letter of credit liabilities.
“Syndicate Bank” or “Syndicate Banks” means, individually or collectively, each bank
or other financial institution listed on the signature pages to the Credit Agreement, each assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, and their respective
successors.
Events of Default and Remedies. Any one or more of the following events constitute an
event of default (an “Event of Default”) under the Credit Agreement:
(a) the Company shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation or shall fail to pay, within five days of the due date thereof,
any interest, commitment fees or facility fees payable hereunder or shall fail to cash
collateralize any letter of credit pursuant to the Credit Agreement;
(b) the Company shall fail to pay any other amount claimed by one or more
Syndicate Banks under the Credit Agreement within five days of the due date thereof,
unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid claimed
amount does not exceed $100,000 and (iii) the aggregate of all such unpaid claimed
amounts does not exceed $300,000;
(c) the Company shall fail to observe or perform certain specified financial
covenants contained in the Credit Agreement;
(d) the Company shall fail to observe or perform any covenant or agreement
contained in the Credit Agreement (other than those covered by clause (a), (b) or (c)
above) for 15 days after written notice thereof has been given to the Company by the
Administrative Agent at the request of any Syndicate Bank;
(e) any representation, warranty, certification or statement made by the
Company in the Credit Agreement or in any certificate, financial statement or other
document delivered pursuant to the Credit Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);
(f) the Company shall fail to make any payment in respect of any Material
Debt (other than Loans or any Reimbursement Obligation) or Material Hedging
Obligations (as defined in the Credit Agreement) when due or within any applicable
grace period;
(g) any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of such Material
Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;

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(h) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;
(i) an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
(j) the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate certain material plans identified in the Credit Agreement (each a
“Material Plan”) shall be filed under Title IV of ERISA by any member of the ERISA
Group, any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability in excess
of $25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any multiemployer plan (identified in the Credit Agreement)
against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA
in respect of an amount or amounts aggregating in excess of $25,000,000, and such
proceeding shall not have been dismissed within 20 days thereafter; or a condition shall
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

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meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except
Berkshire Hathaway Inc. or any wholly-owned subsidiary thereof, shall acquire a
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act) of 35% or more of the outstanding shares of
common stock of MidAmerican; or, during any period of 14 consecutive calendar months
commencing on or after March 21, 2006, individuals who were directors of the Company
on the first day of such period and any new director whose election by the board of
directors of the Company or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the applicable period or whose election or nomination
for election was previously so approved, shall cease to constitute a majority of the board
of directors of the Company.
Upon the occurrence of any Event of Default under the Credit Agreement, the
Administrative Agent shall (i) if requested by the Required Banks, by notice to the Company
terminate the Commitments and the obligation of each Syndicate Bank to make Loans
thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and
such obligations to make Loans and issue new letters of credit shall thereupon terminate, and (ii)
if requested by the Required Banks, by notice to the Company declare the Loans (together with
accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the Credit Agreement to be, and the same shall
thereupon become, immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Company; provided that in the case of
any of the Events of Default specified in clause (h) or (i) above with respect to the Company,
without any notice to the Company or any other act by the Administrative Agent or the Syndicate
Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest
thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a
letter of credit issued under the Credit Agreement shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Company.
The Company agrees, in addition to the Events of Default provisions above, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an
outstanding letter of credit issued under the Credit Agreement, pay to the Administrative Agent
an amount in immediately available funds (which funds shall be held as collateral pursuant to
arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available
for drawing under all letters of credit issued under the Credit Agreement outstanding at such time
(or, in the case of a request by an Issuing Bank, all such letters of credit issued by it); provided
that, upon the occurrence of any Event of Default specified in clause (h) or (i) above with respect
to the Company, and on the scheduled termination date of the Credit Agreement, the Company
shall pay such amount forthwith without any notice or demand or any other act by the
Administrative Agent, any Issuing Bank or any Syndicate Bank.

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REMARKETING AGENT
Barclays Capital, Inc. (the “Remarketing Agent”), will continue as remarketing agent for
the Bonds. Subject to certain conditions, the Remarketing Agent has agreed to determine the
rate of interest on the Bonds and use its best efforts to remarket all tendered Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.
The Remarketing Agent is Paid by the Company. The Remarketing Agent’s
responsibilities include determining the interest rate from time to time and remarketing Bonds
that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the
terms of the Indenture and the Remarketing Agreement), all as further described in this
Reoffering Circular. The Remarketing Agent is appointed by the Company and paid by the
Company for its services. As a result, the interests of the Remarketing Agent may differ from
those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Accounts. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own accounts. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own accounts and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indenture and the Remarketing Agreement, the
Remarketing Agent is required to determine the applicable rate of interest that, in its judgment, is
the lowest rate that would permit the sale of the Bonds bearing interest at the applicable interest
rate at par plus accrued interest, if any, on and as of the applicable interest rate determination
date. The interest rate will reflect, among other factors, the level of market demand for the Bonds
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on

-12-
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts, without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
BOND TERMS AND RELATED DOCUMENTS
Descriptions of provisions of the Bonds and summaries of the Agreement and the
Indenture are set forth in the Original Official Statement under the following captions and the
information under the following captions in the Original Official Statement is incorporated by
reference in this Supplement to Official Statement:

THE BONDS
“Alternate Credit Facility,” “Substitute Letter of Credit” and “Termination of Letter of
Credit or Alternate Credit Facility” under “THE LETTERS OF CREDIT.”
CONVERSION OF RATE
THE AGREEMENTS
THE INDENTURES
APPENDIX F — ALTERNATIVE INTEREST RATES
TAX EXEMPTION
Original Opinion. The opinion of Chapman and Cutler delivered on January 14, 1988
stated that, subject to the condition that the Issuer and the Company comply with certain
covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1986 (the
“Code”), under then existing law, interest on the Bonds is not includible in gross income of the
owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the Pollution Control
Facilities or any person considered to be related to such person (within the meaning of

-13-
Section 103(b)(13) of the 1954 Code), and the interest on the Bonds will not be treated as an
item of tax preference in computing the alternative minimum tax for individuals and corporations
(since the Prior Bonds were issued prior to August 8, 1986). Interest on the Bonds will be taken
into account, however, in computing an adjustment used in determining the alternative minimum
tax for certain corporations. Ownership of the Bonds may result in other federal tax
consequences to certain taxpayers; no opinion was expressed regarding any such collateral
consequences arising with respect to the Bonds. In rendering this opinion, Chapman and Cutler
relied upon a certificate of the Company with respect to certain material facts solely within the
Company’s knowledge relating to the Plant (as defined in the Indenture) and the application of
the proceeds of the Prior Bonds (as defined in the Indenture) and the Bonds.
In addition, such opinion stated that, under present Montana law, interest on the Bonds is
exempt from individual income taxes imposed by the State of Montana.
The failure to comply with certain of such covenants of the Issuer and the Company
could cause the interest on the Bonds to be included in gross income retroactive to the date of
issuance of the Bonds. Chapman and Cutler LLP has made no independent investigation to
confirm that such covenants have been complied with.
Supplemental Opinion. Chapman and Cutler LLP will deliver an opinion in connection
with the delivery of the Letter of Credit to the effect that the delivery of the Letter of Credit (i) is
authorized under the Agreement and complies with the terms thereof and (ii) will not impair the
validity under the Act of the Bonds or will not cause the interest on the Bonds to become
includible in the gross income of the Owners thereof for federal income tax purposes. Except as
necessary to render the foregoing opinions, Chapman and Cutler LLP has not reviewed any
factual or legal matters relating to its opinion dated January 14, 1988 subsequent to its issuance
other than with respect to the Company in connection with (a) the adjustment of the interest rate
on the Bonds described in our opinion dated February 28, 1996, (b) the delivery of an Alternate
Credit Facility, dated as of December 19, 1996, (c) the delivery of an Alternate Credit Facility,
dated as of December 12, 2001, (d) delivery of the Prior Letter of Credit, dated September 15,
2004 and (e) the delivery of the Letter of Credit described herein. The opinion delivered in
connection with delivery of the Letter of Credit is not to be interpreted as a reissuance of the
original approving opinion as of the date of this Supplement to Official Statement.
MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS NOT
PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS SUPPLEMENT TO OFFICIAL
STATEMENT.
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 (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 JPMorgan Chase Bank,
National Association and is believed to be reliable. This information has not been verified
independently by the Issuer, PacifiCorp or the Remarketing Agent. The Issuer, PacifiCorp and
the Remarketing Agent make no representation whatsoever as to the accuracy, adequacy or
completeness of such information.
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
JPMorgan Chase Bank, National Association (the “Bank”) is a wholly owned subsidiary
of JPMorgan Chase & Co., a Delaware corporation whose principal office is located in
New York, New York. The Bank offers a wide range of banking services to its customers, both
domestically and internationally. It is chartered and its business is subject to examination and
regulation by the Office of the Comptroller of the Currency.
As of December 31st, 2012, JPMorgan Chase Bank, National Association, had total
assets of $1,896.8 billion, total net loans of $608.7 billion, total deposits of $1,246.3 billion, and
total stockholder’s equity of $146.3 billion. These figures are extracted from the Bank’s
unaudited Consolidated Reports of Condition and Income (the “Call Report”) as of
December 31st, 2012, prepared in accordance with regulatory instructions that do not in all cases
follow U.S. generally accepted accounting principles. The Call Report including any update to
the above quarterly figures is filed with the Federal Deposit Insurance Corporation and can be
found at www.fdic.gov.
Additional information, including the most recent annual report on Form 10-K for the
year ended December 31, 2011, of JPMorgan Chase & Co., the 2011 Annual Report of
JPMorgan Chase & Co., and additional annual, quarterly and current reports filed with or
furnished to the Securities and Exchange Commission (the “SEC”) by JPMorgan Chase & Co.,
as they become available, may be obtained without charge by each person to whom this Official
Statement is delivered upon the written request of any such person to the Office of the Secretary,
JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 or at the SEC’s website
at www.sec.gov.
________________________________________
The information contained in this Appendix relates to and has been obtained from the
Bank. The delivery of the Supplement shall not create any implication that there has been no
change in the affairs of the Bank since the date hereof, or that the information contained or
referred to in this Appendix is correct as of any time subsequent to its date.

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APPENDIX C

OFFICIAL STATEMENT DATED JANUARY 13, 1988
[This Page Intentionally Left Blank]
.
.
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 Official Statement 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 the Issuers, PacifiCorp, The Sumitomo Bank,
Limited, The Industrial Bank of Japan, Limited, Deutsche Bank AG, National Westminster Bank
PLC or the Underwriter. Neither the delivery of this Official Statement nor any sale hereunder
shall under any circumstances create any implication that there has been no change in the affairs
of the Issuers, The Sumitomo Bank, Limited, The Industrial Bank of Japan, Limited, Deutsche
Bank AG, National Westminster Bank PLC or PacifiCorp since the date hereof. None of the Issuers
has or will assume any responsibility as to the accuracy or completeness of the information in
this Official Statement, other than that relating to itself under the caption “THE ISSUERS,” all of
which has been furnished by others. Upon issuance, the Bonds of each issue 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
Official Statement or, other than the respective Issuers, approved the Bonds of each issue for sale.
TABLE OF CONTENTS
Introductory Statement...........................................
The Issuers ._...................................................
TheBonds.......................................................
The Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .._..........
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous....................................................
APPENDIX A-PacifiCorp
APPENDIX B-The Sumitomo Bank, Limited
APPENDIX C-The Industrial Bank of Japan, Limited
APPENDIX D-Deutsche Bank AG
APPENDIX E-National Westminster Bank PLC
APPENDIX F-Alternative Interest Rates
Page
3
5
5
14
17
18
21
26
27
28
28
IN CONNECTION WITH THE OFFERING, THE UNDERWRITER 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.
2
$164,700,000
Customized Purchase Pollution Control
Revenue Refunding Bonds
(PacifiCorp Projects)
INTRODUCTORYSTATEMENT
This Official Statement is provided to furnish certain information with respect to the offer by the
respective issuers named below (individually, the “Issuer,” and collectively, the “Issuers”) of five
separate issues of revenue refunding bonds (collectively, the “Bonds”) in the aggregate principal
amount of $164,700,000, as follows:
(i) $17,000,000 Converse County, Wyoming Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series I988 (the “Converse Bonds”);
(ii) $45,000,000 City of Forsyth, Rosebud County, Montana Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988 (the “Forsyth Bonds”);
(iii) $41,200,000 City of Gillette, Campbell County, Wyoming Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988 (the “Gillette Bonds”);
(iv) $50,000,000 Sweetwater County, Wyoming Customized Purchase Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 19888 (the “Sweetwater Series A Bonds”);
and
(v) $11,500,000 Sweetwater County, Wyoming Customized Purchase Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 1988B (the “Sweetwater Series B Bonds,”
and, together with the Sweetwater Series A Bonds, the “Sweetwater Bonds”).
Each issue of Bonds is being issued pursuant to a separate Trust Indenture dated as of January 1,
1988 (individually, an “Indenture,” and collectively, the “Indentures”) between the respective Issuer
and The First National Bank of Chicago, as Trustee (the “Trustee”). The proceeds from the sale of
the Bonds will be loaned to PacifiCorp (formerly Pacific Power & Light Company) (the “Company”)
pursuant to the terms of a separate Loan Agreement for each issue of Bonds dated as of January 1,
1988 (individually, an “Agreement,” and collectively, the “Agreements”) and used, together with
certain other moneys, to provide for the refunding (the “Refunding”) of the outstanding bonds
(collectively, the “Prior Bonds”) of each of the following issues of bonds: (a) in the case of the Converse
Bonds, the $17,000,000 Converse County, Wyoming, Floating Rate Monthly Demand Pollution Control
Refunding Revenue Bonds (PacifiCorp Project) Series 1984, previously issued to refund certain bonds
of Converse County, Wyoming (“Converse”), the proceeds of which were used to finance a portion
of the costs of the acquisition, construction, improvement and installation of certain air and water
pollution control facilities located at the Dave Johnston coal-fired, steam electric generating plant in
Converse County, Wyoming; (b) in the case of the Forsyth Bonds, the $45,000,000 City of Forsyth,
Rosebud County, Montana, Floating Rate Monthly Demand Pollution Control Revenue Bonds (Pacific
Power & Light Company Colstrip Project) Series 1981, the proceeds of which were used to finance
a portion of the cost of the Company’s undivided interest in the acquisition and improvement of certain
air and water pollution control and solid waste disposal facilities at the Colstrip coal-fired, steam
electric generating plant located near the City of Forsyth (“Forsyth”) in Rosebud County, Montana;
(c) in the case of the Gillette Bonds, the $41,295,000 outstanding principal amount of the City of Gillette,
Campbell County, Wyoming, Pollution Control Revenue Bonds (Pacific Power & Light Company
Project) Series 1984, the proceeds of which were used to finance a portion of the cost of the Company’s
undivided interest in the acquisition. and improvement of certain air and water pollution control
facilities at the Wyodak coal-fired, steam electric generating plant located near the City of Gillette
(“Gillette”) in Campbell County, Wyoming; and (d) in the case of the Sweetwater Series A Bonds and
the Sweetwater Series B Bonds, respectively, the $50,000,000 Sweetwater County, Wyoming, Floating
3
Rate Monthly Demand Pollution Control Revenue Bonds (Pacific Power & Light Company Project)
Series 1983 and the $11,500,000 Sweetwater County, Wyoming, Floating Rate Monthly Demand
Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Series 1984, the proceeds of which
were used, respectively, to finance a portion of the Company’s undivided interest (the “Sweetwater
Project”) in the acquisition and improvement of certain air and water pollution control facilities at
the Jim Bridger coal-fired, steam electric generating plant located near Rock Springs in Sweetwater
County, Wyoming (“Sweetwater”), and to refund certain prior bond issues of Sweetwater, the proceeds
of which were used to finance a portion of the Sweetwater Project.
The Bonds of each issue will be limited, and not general, obligations of the Issuer thereof as
described under the caption “THE BONDS-Limited Obligations.” Under the Agreements, the
Company is unconditionally obligated to pay amounts sufficient to provide for payment of the principal
of, premium, if any, and interest on the Bonds (the “Loan Payments”) and for payment of the purchase
price of the Bonds.
The Bonds of each issue will be secured under a separate irrevocable Letter of Credit (individually,
the “Letter of Credit,” and, collectively, the “Letters of Credit”). The Converse Bonds will be secured
by an irrevocable Letter of Credit to be issued by The Sumitomo Bank, Limited, a bank organized
under the laws of Japan, acting through its Seattle Branch. The Forsyth Bonds will be secured by
an irrevocable Letter of Credit to be issued by The Industrial Bank of Japan, Limited, a bank organized
under the laws of Japan, acting through its Los Angeles Agency. The Gillette Bonds will be secured
by an irrevocable Letter of Credit to be issued by Deutsche Bank AG, a bank organized under the
laws of the Federal Republic of Germany, acting through its New York Branch, and the two issues
of Sweetwater Bonds will be respectively secured by separate irrevocable Letters of Credit to be issued
by National Westminster Bank PLC, a bank organized under the laws of England, acting through
its San Francisco Overseas Branch. The Sumitomo Bank, Limited, The Industrial Bank of Japan,
Limited, Deutsche Bank AG and National Westminster Bank PLC are hereafter referred to
individually as the “Bank” and, collectively, as the “Banks.” With respect to the Bonds of each issue,
the Trustee will be entitled to draw under the related Letter of Credit up to (a) an amount equal to
the principal amount of such Bonds to be used (i) to pay the principal of such Bonds, (ii) to enable
E. F. Hutton & Company Inc., as Remarketing Agent (the “Remarketing Agent”), to pay the portion
of the purchase price equal to the principal amount of such Bonds delivered or deemed delivered to
it for purchase and not remarketed, (iii) to enable the Trustee to pay the portion of the purchase price
equal to the principal amount of such Bonds delivered or deemed delivered to it for purchase, (iv) to
enable the Trustee to pay the purchase price of Bonds not retained by an Owner on a CP Date (as
hereafter defined) or (v) to enable the Company to purchase such Bonds in lieu of redemption under
certain circumstances, plus (b) an amount equal to 294 days’ accrued interest on such Bonds (calculated
at an assumed maximum rate of 12% per annum), (i) to pay interest on such Bonds or (ii) to enable
the Trustee or the Remarketing Agent to pay the portion of the purchase price of such Bonds properly
delivered for purchase equal to the accrued interest, if any, on such Bonds. The Company is permitted
under the Agreements and the Indentures to provide a letter of credit (the “Substitute Letter of
Credit”) issued by the same Bank which issued the Letter of Credit in substitution for which the
Substitute Letter of Credit is to be provided and which is identical to such Letter of Credit except
for (i) an increase or decrease in the Interest Coverage Rate (as hereafter defined), (ii) an increase
or decrease in the Interest Coverage Period (as hereafter defined) or (iii) any combination of (i) and
(ii). As used hereafter, “Letter of Credit” shall, unless the context otherwise requires, mean such
Substitute Letter of Credit from and after the issuance date thereof. The Company also is permitted
under the Agreements and Indentures to provide for the delivery of an alternate credit facility,
including a letter of credit of a commercial bank or a credit facility from a financial institution, or
- any other credit support agreement or mechanism arranged by the Company (which may involve a
letter of credit or other credit facility or first mortgage bonds of the Company or an insurance policy),
the administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. The entity (other than the Company) obligated to make payments under
an Alternate Credit Facility shall be referred to hereafter as the “Obligor on the Alternate Credit
Facility.” See “THE LE'ITERS OF CREDIT" and “THE BONDS-Purchase of Bonds.”
4
The Bonds of each issue contain substantially the same terms and provisions as, but will be
entirely separate from, the Bonds of the other issues. The Bonds of one issue will not be payable from
or entitled to any revenues delivered to the Trustee in respect of Bonds of the other issues. The
mechanism for determining the interest rate may result in a rate for the Bonds of one issue different
from that of the Bonds of the other issues. Redemption of the Bonds of one issue may be made in
the manner described below without redemption of the other issues, and a default in respect of the
Bonds of one issue will not of itself constitute a default in respect of the Bonds of the other issues; ,
however, the same occurrence may constitute a default with respect to the Bonds of more than one
issue.
Brief descriptions of the Issuers, the Bonds, the Letters of Credit, the method by which the interest
rate on the Bonds is changed, the Agreements and the Indentures are included in this Official
Statement, including Appendix F hereto. Information regarding the business, properties and financial
condition of the Company is included in Appendix A attached hereto. Brief descriptions of The
Sumitomo Bank, Limited, The Industrial Bank of Japan, Limited, Deutsche Bank AG and National
Westminster Bank PLC are included as Appendices B, C, D and E, respectively, hereto. The
descriptions herein of the Agreements, the Indentures and the Letters of Credit are qualified in their
entirety by reference to such documents, and the descriptions herein of the Bonds are qualified in
their entirety by reference to the forms thereof and the information with respect thereto included
in the aforesaid documents. All such descriptions are further qualified in their entirety by reference
to laws and principles of equity relating to or affecting the enforcement of creditors’ rights generally.
Copies of such documents may be obtained from the principal corporate trust office of the Trustee
in Chicago, Illinois and, during the initial offering period, at the principal offices of E. F. Hutton &
Company Inc. and of Shearson Lehman Brothers Inc. in New York, New York.
THE ISSUERS
Forsyth is a municipal corporation and political subdivision duly organized and existing under
the Constitution and laws of the State of Montana. Forsyth is authorized by Sections 90-5-101 through
90-5-114, inclusive, of the Montana Code Annotated, as amended (the “Montana Act”), to issue the
Forsyth Bonds for the purpose of refunding all of the related Prior Bonds, to enter into the related
Indenture and the related Agreement and to secure such Bonds by an assignment to the Trustee of
the payments to be made by the Company under the related Agreement and a pledge of other moneys
deposited with the Trustee under the related Indenture.
Gillette is a municipal corporation and political subdivision, and Converse and Sweetwater are
political subdivisions, duly organized and existing under the Constitution and laws of the State of
Wyoming. Pursuant to Sections 15-l-701 to X3-1-710, inclusive, of the Wyoming Statutes (1977), as
amended (the “Wyoming Act”), Gillette, Converse and Sweetwater are authorized to issue their
respective Bonds for the purpose of refunding all or a portion of the related Prior Bonds, to enter
into the related Indenture and the related Agreement and to secure such Bonds by an assignment
to the Trustee of the payments to be made by the Company under the related Agreement and a pledge
of other moneys deposited with the Trustee under the related Indenture.
The Montana Act and the Wyoming Act are hereafter referred to collectively as the “Act.”
The Bonds will be limited obligations of the respective Issuers as described under the caption
“THE BONDS-Limited Obligations.”
THE BONDS
The Bonds of each issue will be independent of the others, and a default in respect of one issue
will not of itself constitute a default in respect of the other issues; however, the same occurrence
may constitute a default with respect to more than one issue. The five issues of Bonds contain
substantially the same terms and provisions, and the following is a summary of certain provisions
common to the Bonds of the five issues. Reference is hereby made to the Bonds in their entirety for
the detailed provisions thereof. All references in this description are to the documents or the Letters
of Credit (or Alternate Credit Facilities) corresponding to the respective issues of Bonds.
5
General
The Bonds will be dated January 1,1988 and will mature as set forth on the cover page hereof.
Bonds authenticated prior to the first Interest Payment Date (as hereafter described) shall bear
interest from the date of the first authentication and delivery of Bonds. Bonds authenticated on or
after the first Interest Payment Date thereon shall bear interest from the Interest Payment Date
next preceding the date of authentication thereof (except that if the Bonds bear interest at a Daily
Interest Rate, as hereafter described, the Bonds shall bear interest from the day next succeeding the
Interest Accrual Date, as hereafter described, next preceding such date of authentication), unless such
date of authentication shall be an Interest Payment Date to which interest on the Bonds has been
paid in full or duly provided for, in which case they shall bear interest from such date of authentication
(or, if the Bonds bear interest at a Daily Interest Rate, from the day next succeeding the Interest
Accrual Date next preceding such date of authentication); provided that if, as shown by the records
of the Registrar (as hereinafter defined) interest on the Bonds shall be in default, Bonds issued in
exchange for or upon the registration of transfer of Bonds shall bear interest from the date to which
interest has been paid in full on the Bonds or, if no interest has been paid on the Bonds, the date of
the first authentication and delivery of fully executed and authenticated Bonds under the Indenture.
Each Bond shall bear interest on overdue principal and, to the extent permitted by law, on overdue
premium, if any, and interest at the rates of interest borne by the Bonds during such time.
The First National Bank of Chicago is Trustee and Registrar under the Indenture and has its
corporate trust office in Chicago, Illinois. First Chicago Trust Company of New York has been
appointed agent of the Registrar under the Indenture. The Registrar may be removed or replaced
by the Issuer at the direction of the Company.
Principal of, premium, if any, and interest on the Bonds are payable at the place or places and
in the manner specified on the cover page of this Official Statement. Bonds may be transferred or
exchanged for Bonds of authorized denominations at the corporate trust office in New York, New
York of First Chicago Trust Company of New York, as agent of the Registrar, without cost, except
for any tax or other governmental charge.
E. F. Hutton & Company Inc. has, at the direction of the Company, been appointed Remarketing
Agent under the Indenture. The principal office of E. F. Hutton & Company Inc. is located in New
York, New York. The Remarketing Agent may be removed or replaced by the Issuer at the direction
of the Company and with the written consent of the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) and the Issuer. For a description of the proposed acquisition of
E. F. Hutton & Company Inc. by Shearson Lehman Brothers Inc. and of Shearson Lehman Brothers
Inc. as successor Remarketing Agent, see the caption “UNDERWRITING” herein.
Interest on the Bonds
CP Rate. The Bonds shall initially bear interest at a CP Rate not exceeding 12% per annum,
which is, with respect to each Bond for a CP Period, an interest rate on such Bond established as
hereafter described. Such interest will be payable on the CP Date for such Bond. “CP Date” means,
with respect to each Bond, the day next succeeding the last day of a CP Period. “CP Period” means,
with respect to each Bond, each consecutive period (one to no more than 270 days, or one to 365 or
366 days, as applicable to a particular year, as determined by the Company, as described under the
caption “THE LETTERS OF CREDIT-Substitute Letter of Credit”) established pursuant to the Indenture
during which such Bond shall bear interest at a particular CP Rate. “CP Date Parameters” means
the parameters stated in Exhibit E to the Indenture regarding allowable CP Periods. On the date
interest starts to accrue on the Bonds at a CP Rate and on each CP Date thereafter, except any CP
Date that is a Conversion Date, the Remarketing Agent shall determine for each CP Period allowable
under the CP Date Parameters the interest rate which, in the judgment of the Remarketing Agent,
when borne by a Bond having such a CP Period would be the minimum interest rate necessary to
- enable the Remarketing Agent to sell such Bond on such date at a price equal to the principal
amount thereof.
Each Bond shall bear interest during the CP Period selected for such Bond at a rate per annum
equal to the interest rate determined as described above for such CP Period, or, in the event such
Bond is not remarketed, the CP Rate shall be the CP Rate equal to the interest rate for the shortest
allowable CP Period under the CP Date Parameters. If for any reason a CP Rate is not established
6
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any CP Period, the CP Rate for such CP Period
shall equal the Floating Interest Index (as defined in the Indenture) determined by the Indexing Agent
(as defined in the Indenture) as of the date such CP Rate was to have been determined.
Conversion to Alternative Rates. The method of determining interest payable on the Bonds
may be converted from a CP Rate to another Floating Interest Rate (a Daily Interest Rate, a Weekly
Interest Rate or a Monthly Interest Rate), a Tender Interest Rate or a Fixed Interest Rate (as each-
of those terms is described in Appendix F hereto) or from any such method of determination to any
other method of determination under the conditions described below under the caption “CONVERSION
OF RATE.” The date on which the method of determining the interest on the Bonds is converted to
another method is a “Conversion Date.” Certain terms applicable to the Bonds at such time as the
Bonds are not bearing interest at a CP Rate are described in Appendix F hereto.
Payment and Accrual of interest. The Bonds shall bear interest from and including the date
of first authentication and delivery thereof until payment of the principal or redemption price thereof
shall have been made or provided for in accordance with the provisions of the Indenture, whether
at maturity, upon redemption, acceleration or otherwise, at the lesser of (i) the Maximum Rate (as
hereafter defined) or (ii) the rate determined as described under the caption “THE BONDS-Interest
on the Bonds” and in Appendix F hereto. “Maximum Rate” means (i) while a Letter of Credit (or an
Alternate Credit Facility, if applicable) is outstanding, the lesser of 20% per annum or the Interest
Coverage Rate and (ii) at all other times, 20% per annum. “Interest Coverage Rate” means the rate
specified in the Letter of Credit (or an Alternate Credit Facility, if applicable), initially 12%, which
is used to determine the maximum amount that can be drawn to pay interest on the Bonds (or the
portion of the purchase price corresponding to accrued interest) (the “Interest Component”) for the
number of days specified in the Letter of Credit (the “Interest Coverage Period”), initially 294 days.
Interest accrued on the Bonds during each Interest Period (as hereafter described) shall be paid
to the Owner as of the Record Date (as hereafter described) on the next succeeding Interest Payment
Date and, while the Bonds bear a Floating Interest Rate, computed on the basis of a year of 365 or
366 days, as applicable to a particular year, for the actual number of days elapsed and, while the Bonds
bear a Fixed Interest Rate or a Tender Interest Rate, computed on the basis of a year of 360 days
consisting of twelve 30-day months.
“Authorized Denomination” means (i) $100,000 while the Bonds bear interest at a Floating Interest
Rate and (ii) $5,000 while the Bonds bear interest at a Tender Interest Rate or a Fixed Interest Rate
and, in all cases, integral multiples thereof.
“Business Day” means a day on which banks located in the city in which the principal office of
the Bank (or of the Obligor on the Alternate Credit Facility, as the case may be) is located and banks
located in the city in which the principal office of the Trustee is located are not required or authorized
by law to remain closed and are not closed, and on which The New York Stock Exchange and the
principal office of the Remarketing Agent are not closed.
“Interest Accrual Date” means, with respect to any Interest Period (i) during which interest on
the Bonds accrues at a CP Rate, the last day of the applicable CP Period, (ii) during which interest
on the Bonds accrues at a Daily Interest Rate, the last day of the calendar month, (iii) during which
interest on the Bonds accrues at the Weekly Interest Rate or the Monthly Interest Rate (as hereafter
described), the day next preceding the first Business Day of the next succeeding calendar month and
(iv) during which interest on the Bonds accrues at a Tender Interest Rate or at a Fixed Interest Rate,
the day next preceding January 1 and July 1 of each year.
“Interest Payment Date” means (a) during such time as the Bonds bear a Daily Interest Rate,
the fifth day after the Interest Accrual Date, (b) during such time as the Bonds bear interest
determined by any other method, the day next succeeding the Interest Accrual Date and (c) any
Conversion Date.
“Interest Period” means the period from and including the date interest starts to accrue on the
Bonds pursuant to a particular method of calculating interest to and including the next succeeding
Interest Accrual Date and each succeeding period from the day next succeeding such Interest Accrual
7
Date to and including (i) the next succeeding Interest Accrual Date or (ii) if earlier, the day next
preceding a Conversion Date.
“Owner” means the person or persons in whose name any Bond is registered on the books of
the Issuer maintained by the Registrar.
“Record Date” means (a) when a Bond bears interest at a CP Rate, the third day next preceding
the Interest Accrual Date, except for a Bond with a CP Period of less than four days, in which case
the Record Date means the first day of such CP Period; (b) when the Bonds bear interest at a Daily
Interest Rate, the Interest Accrual Date; (c) when the Bonds bear interest at a Weekly Interest Rate,
the day on which the Weekly Interest Rate applicable to the Interest Accrual Date is determined;
(d) when the Bonds bear interest at a Monthly Interest Rate, the third day next preceding the Interest
Accrual Date; and (e) when the Bonds bear a Tender Interest Rate or a Fixed Interest Rate, the
fifteenth day of the calendar month next preceding any Interest Payment Date.
Purchase of Bonds
Purchase While Bonds Bear CP Rate. On the CP Date with respect to a Bond, such Bond shall
be purchased at a purchase price equal to the principal amount thereof upon delivery of the Bond
(with all necessary endorsements) to the Remarketing Agent. If the Owner elects not to have his Bond
purchased on such CP Date, the Owner shall give telephonic or written notice to the Remarketing
Agent not later than 1O:OO a.m., New York, New York time, on the Business Day next preceding the
CP Date stating that the Owner elects not to have his Bond purchased on such CP Date and stating
the next CP Period (which shall be within the CP Date Parameters) for such Bond, in which event
and upon receipt of appropriate information confirmed in writing from the Remarketing Agent, the
Trustee shall issue a new Bond to such Owner reflecting the next CP Period in exchange for the Bond
then held by such Owner. Bonds to be purchased which are not delivered by the Owner thereof shall
be deemed to have been delivered by the Owner thereof for purchase and to have been purchased,
provided that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Moneys deposited with
the Trustee for such purchase of Bonds shall be held in trust in a separate escrow account without
liability for interest thereon and shall be paid to the Owners of such Bonds upon presentation thereof.
The Trustee shall on the last day of each month give written notice to the Company whether Bonds
have not been delivered, and upon direction to do so by the Company, the Trustee shall give notice
by mail to each Owner whose Bonds are deemed to have been purchased that such moneys are on
deposit at the principal office of the Trustee and that interest on such Bonds ceased to accrue on the
applicable CP Date.
While Bonds Bear Alternative Rates. While a Bond bears a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, such Bond will be purchased on
the demand of the Owner thereof, as described in Appendix F hereto.
Funds for Purchase of Bonds. On the date on which Bonds delivered to the Remarketing Agent
or the Trustee for purchase as specified above under “THE BONDS-Purchase of Bonds-Purchase
While Bonds Bear CP Rate” or as described in Appendix F hereto are to be purchased, such Bonds
shall be purchased with immediately available funds at a purchase price equal to the principal amount
thereof, plus accrued interest, if any. Funds for the payment of such purchase price shall be derived
solely from the following sources in the order of priority indicated, neither the Trustee nor the
Remarketing Agent being obligated to use funds from any other source:
(a) Available Moneys (as hereinafter defined) directed by the Company to be used to purchase
Bonds as described in the Indenture;
(b) proceeds of the sale of such Bonds by the Remarketing Agent;
(c) Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds;
(d) proceeds of a drawing under the Letter of Credit or an Alternate Credit Facility, as the
case may be, for such purchase; and
(e) any other moneys furnished by the Company for purchase of the Bonds;
8
provided, however, that funds for the payment of the purchase price of defeased Bonds shall be derived
only from the sources described in (b) and (c) above, in such order of priority.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate Credit
Facility which does not consist of first mortgage bonds of the Company is outstanding, (i) moneys
on deposit in trust with the Trustee for a period of 123 days prior to and during which no petition
in bankruptcy or similar insolvency proceeding has been filed by or against the Company or the Issuer
or is pending, (ii) proceeds of the issuance of refunding bonds if, in the written opinion of nationally
recognized counsel experienced in bankruptcy matters and acceptable to the Issuer and the Trustee
(which opinion shall be delivered to the Trustee at or prior to the time of the deposit of such proceeds
with the Trustee), the deposit and use of such proceeds will not constitute a voidable preference under
Section 547 of the United States Bankruptcy Code in the event the Issuer or the Company were to
become debtors under the United States Bankruptcy Code and (iii) any other money (x) approved in
writing by Moody’s Investors Service (“Moody’s”), if the Bonds are then rated by Moody’s, and
Standard and Poor’s Corporation (“S&P”), if the Bonds are then rated by S&P and (y) the application
of which will not, in the written opinion of nationally recognized counsel experienced in bankruptcy
matters and acceptable to the Issuer and the Trustee (which opinion shall be delivered to the Trustee
at or prior to the time of such application), constitute a voidable preference under Section 544 or 547
of the United States Bankruptcy Code in the event the Issuer or the Company were to become debtors
under the United States Bankruptcy Code, and (b) at any time that a Letter of Credit or an Alternate
Credit Facility is not outstanding, or if an Alternate Credit Facility consisting of first mortgage bonds
of the Company is outstanding, any moneys on deposit with the Trustee and proceeds from the
investment thereof.
Remarketing of Bonds
While the Bonds bear interest at a CP Rate, the Remarketing Agent shall offer for sale and use
its best efforts to remarket any Bond to be purchased on a CP Date on such CP Date, any such
remarketing to be made at a price equal to the principal amount thereof and for such CP Periods
as are available within the CP Date Parameters. In the event more than one prospective purchaser
has offered to purchase a Bond on a CP Date, the Remarketing Agent shall remarket the Bond to
the purchaser from among such prospective purchasers who has selected the next CP Period for such
Bond which will, in the Remarketing Agent’s judgment, taking into consideration the overall yield
curve determined as of such CP Date and projected market conditions during the 270 days or 365 or
366 days, as applicable to a particular year (depending on the maximum length of the then current
Interest Coverage Period), next succeeding such CP Date, be the most beneficial for the financing
program while the Bonds bear interest at a CP Rate. If a Bond cannot be remarketed, the CP Date
for such Bond shall be the next Business Day. While Bonds bear a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, the Remarketing Agent will offer
for sale and use its best efforts to remarket Bonds to be purchased on the dates and at the purchase
prices as described in this Official Statement.
No Purchases or Sales After Certain Defaults. Anything in the Indenture to the contrary
notwithstanding, (i) at any time when neither the Letter of Credit nor an Alternate Credit Facility,
as the case may be, is outstanding, there shall be no purchases or sales of Bonds as described above,
and (ii) at any time during which the Letter of Credit or an Alternate Credit Facility, as the case may
be, is outstanding, there shall be no sales of Bonds, if, in either case, there shall have occurred and
not have been cured or waived an Event of Default described in paragraph (a), (b), (c), (d) or (e) under
the caption “THE INDENTURES-Defaults” of which the Remarketing Agent and the Trustee have
actual knowledge.
Limited Obligations
The Bonds, together with the premium, if any, and interest thereon, are limited, and not general,
ob!igations of the Issuer not constituting or giving rise to a pecuniary liability of the Issuer or any
charge against its general credit or taxing powers nor an indebtedness of or a loan of credit thereof
and shall be payable solely from the revenues to be received by the Issuer under the Agreement and
from any other moneys made available to the Issuer for such purpose, including moneys drawn under
the Letter of Credit or an Alternate Credit Facility, as the case may be. The Issuer shall not be obligated
to pay the purchase price of the Bonds from any source.
9
Mandatory Redemption of Bonds
While the Bonds bear interest at a Tender Interest Rate or at a Fixed Interest Rate, the Bonds
are subject to mandatory redemption in whole or in part at the principal amount thereof plus accrued
interest to the date of redemption within 180 days following a “Determination of Taxability” as
described below. The Bonds shall be redeemed either in whole or in part in such principal amount
that the interest payable on the Bonds remaining outstanding after s;lch redemption would not be
included in the gross income of any Owner thereof, other than an Owner of a Bond who is a “substantial
user” of the Facilities (as hereafter defined) or a “related person” within the meaning of Section
103(b)(13) of the Internal Revenue Code of 1954, as amended (the “1954 Code”).
A “Determination of Taxability” shall be deemed to have occurred if, as a result of an Event of
Taxability (as defined below), a final decree or judgment of any federal court or a final action of the
Internal Revenue Service determines that interest paid or payable on any Bond is or was includible
in the gross income of an Owner of the Bonds for federal income tax purposes under the Internal
Revenue Code of 1986 (the “Code”) (other than an Owner who is a “substantial user” or “related
person” within the meaning of Section 103(b)(13) of the 1954 Code). However, no such decree or action
will be considered final for this purpose unless the Company has been given written notice and, if
it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either
directly or in the name of any Owner of a Bond, and until conclusion of any appellate review, if sought.
If the Trustee receives written notice from any Owner stating (i) that the Owner has been notified
in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in
the gross income of such Owner for the reasons described therein or any other proceeding has been
instituted against such Owner which may lead to a final decree or action as described in the Agreement,
and (ii) that such Owner will afford the Company the opportunity to contest the same, either directly
or in the name of the Owner, until a conclusion of any appellate review, if sought, then the Trustee
shall promptly give notice thereof to the Company, the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be), the Issuer and the Owner of each Bond then outstanding. If a final decree
or action as described above thereafter occurs and the Trustee has received written notice thereof
at least 45 days prior to the redemption date, the Trustee shall make the required demand for
prepayment of the amounts payable under the Agreement and prepayment of the Bonds and give
notice of the redemption of the Bonds at the earliest practical date, but not later than the date specified
in the Agreement, and in the manner provided by the Indenture.
An “Event of Taxability” means the failure of the Company to observe any covenant, agreement
or representation in the Agreement, which failure results in a Determination of Taxability.
A DETERMINATION OF TAXABILITY MAY NOT OCCUR FOR A SUBSTANTIAL PERIOD
OF TIME AFTER INTEREST FIRST BECOMES INCLUDIBLE IN THE GROSS INCOME OF
OWNERS OF THE BONDS. IN SUCH EVENT, THE TAX LIABILITY OF OWNERS OF THE
BONDS MAY EXTEND TO YEARS FOR WHICH INTEREST WAS RECEIVED ON THE BONDS
AND FOR WHICH THE RELEVANT STATUTE OF LIMITATIONS HAS NOT YET RUN.
MOREOVER, OWNERS OF BONDS WILL NOT RECEIVE ANY ADDITIONAL INTEREST,
PREMIUM OR OTHER PAYMENT TO COMPENSATE THEM FOR FEDERAL INCOME TAXES,
INTEREST AND PENALTIES WHICH MAY BE ASSESSED WITH RESPECT TO SUCH
INTEREST.
Optional Redemption of Bonds
(a) During any CP Period, the Bonds shall be subject to optional redemption on any Business
Day by the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction
of the Company (but only with the timely written consent of the Bank or of the Obligor on the Alternate
-Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, on
30 days’ prior notice from the Company to the Issuer and the Trustee.
(b) While the Bonds bear interest at a Daily Interest Rate, a Weekly Interest Rate or a Monthly
Interest Rate, the Bonds shall be subject to optional redemption on any Interest Payment Date by
the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction of the
Company (but only with the timely written consent of the Bank or of the Obliger on the Alternate
10
Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, with
30 days’ prior notice from the Company to the Issuer and the Trustee.
(c) While the Bonds bear interest at a Fixed Interest Rate or at a Tender Interest Rate, the Bonds
shall be subject to optional redemption on any Interest Payment Date by the Issuer, in whole or in
part (and if in part, in an Authorized Denomination), at the direction of the Company (but only with
the timely written consent of the Bank or of the Obligor on the Alternate Credit Facility, as the case
may be), with 30 days’ prior notice from the Company to the Issuer and the Trustee; provided, however, _
that the Bonds shall not be redeemable during the No-Call Period shown below, which shall begin
on the first day of the Fixed Rate Period or Tender Period. On and during the six months after the
Interest Payment Date that ends the No-Call Period (or the next succeeding Interest Payment Date,
if the No-Call Period does not end on an Interest Payment Date), the Bonds shall be redeemable at
the percentage of their principal amount shown in the Initial Redemption Price column plus interest
accrued to the redemption date. The redemption price shall decline semiannually by the amount shown
in the SemiAnnual Reduction in Redemption Price column until the Bonds shall be redeemable without
premium in the year or portion of a year indicated in the No Premium column and in any later years
or periods in the Fixed Rate Period or Tender Period.
Fixed Rate Period
or Tender Period
Equal to or Greater But Less Than Than
18 Years N/A
12 Years 18 Years
9 Years 12 Years
7 Years 9 Years
5 Years 7 Years
3 Years 5 Years
2 Years 3 Years
1 Year 2 Years
6 Months 1 Year
No-Call
Period
5 Years
5 Years
5 Years
5 Years
3 Years
2 Years
1 Year
6 Months
6 Months
Initial
Redemption Price
103 %
103
102
101
101
lOO’i2
loo’/4
loo’/8
100
SemiAnnual
Reduction in
Red;.eF;ion
l/z%
?h
Y2
l/z
‘Ii
‘A
l/4
‘43
N/A
No Premium
9th Year .
9th Year
8th Year
7th Year
5th Year
4th Year
18th Month
12th Month
N/A
If the Fixed Rate Period or Tender Period is less than six months, the Bonds will not be redeemable
pursuant to this subparagraph. While a Letter of Credit or an Alternate Credit Facility is outstanding,
the Company may only cause a redemption of Bonds pursuant to this subparagraph which would
require a payment of a premium if on the date of the giving of notice of redemption the Trustee has
Available Moneys in the Bond Fund or can draw under the Letter of Credit or an Alternate Credit
Facility, as the case may be, in an amount sufficient to pay such premium due on the date of redemption.
The initial Letter of Credit does not provide for drawings in respect of the amount of any such
redemption premium.
If the interest rate borne by the Bonds is converted pursuant to the Indenture, and if in connection
with such conversion the Company directs in writing to the Trustee and the Remarketing Agent
pursuant to the Indenture that the foregoing schedule of premiums and No-Call Periods be revised
and specifies the new premiums and No-Call Periods, the foregoing schedule of premiums and No-Call
Periods shall be revised in accordance with such direction of the Company.
(d) At any time, the Bonds shall be subject to redemption by the Issuer in whole or in part (and
if in part, in an Authorized Denomination), at the direction of the Company (but only with the timely
written consent of the Bank if required by the Letter of Credit or, if applicable, of the Obligor on
the Alternate Credit Facility if required by such Alternate Credit Facility), with 30 days’ prior notice
from the Company to the Issuer and the Trustee, at the principal amount thereof plus accrued interest
to the redemption date, but without premium, if the Company shall deliver a certificate stating that
one of the following events has occurred:
(i) the Company shall have determined that the continued operation of the Project (as defined
in the Indenture) is impracticable, uneconomical or undesirable for any reason; or
(ii) the Company shall have determined that the continued operation of the pollution control
facilities or the solid waste disposal facilities, as the case may be (the “Facilities”), at the steam
11
electric generating plant of which the Project is a part is impracticable, uneconomical or
undesirable due to (A) the imposition of taxes, other than ad valorem taxes currently levied upon
privately owned property used for the same general purpose as the Facilities, or other liabilities
or burdens with respect to the Facilities or the operation thereof, (B) changes in technology, in
environmental standards or legal requirements or in the economic availability of materials,
supplies, equipment or labor or (C) destruction of or damage to all or part of the Facilities; or
(iii) all or substantially all of the Facilities or the Project shall have been condemned or taken
by eminent domain; or
(iv) the operation of the Facilities or the Project shall have been enjoined or shall have
otherwise been prohibited by, or shall conflict with, any order, decree, rule or regulation of any
court or of any federal, state or local regulatory body, administrative agency or other
governmental body.
Redemption Upon Expiration or Termination
of Letter of Credit or Alternate Credit Facility
Except for Bonds redeemed as described under “THE BONDS-Redemption Upon Conversion,”
the Bonds are subject to mandatory redemption by the Issuer, in whole, at a price equal to the principal
amount thereof, plus accrued interest, if any, on the earlier of (i) the Interest Payment Date next
preceding the date of the expiration of the term of the Letter of Credit or the term of the Alternate
Credit Facility except as provided in the following clause (ii), or (ii) a Business Day not less than five
days next preceding the Business Day next preceding the termination date of the Letter of Credit
or Alternate Credit Facility specified by the Company in a notice given by the Company as described
herein in the second paragraph under the caption “THE LETTERS OF CREDIT-Alternate Credit
Facility,” or in the second paragraph under the caption “THE LETTERS OF CREDIT-Termination of
Letter of Credit or Alternate Credit Facility,” provided that there shall not be so redeemed (a) Bonds
delivered to the Remarketing Agent or the Trustee for purchase on such Interest Payment Date or
on such Business Day or on any Business Day from the date of notice of such redemption through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
of transfer of Bonds referred to in the preceding clauses (a) and (b).
An Owner of Bonds may direct the Issuer not to redeem any Bond or Bonds owned by it by
delivering to the Trustee at its principal office on or before the third Business Day preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument was delivered and shall be
binding upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon
the registration of the transfer thereof.
Redemption Upon Conversion
The Bonds shall be subject to mandatory redemption by the Issuer, in whole, on a Conversion
Date, at the principal amount thereof or, in the case of Bonds to be redeemed upon conversion from
a Tender Interest Rate or a Fixed Interest Rate, at the percentage of their principal amount at which
they would be redeemed as described above under paragraph (c) of “THE BONDS-Optional
Redemption of Bonds” on the Conversion Date plus accrued interest, if any; provided that there shall
not be so redeemed (a) Bonds delivered to the Remarketing Agent or the Trustee for purchase on
such Conversion Date or on any Business Day from the date notice of such redemption is given through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
12
of transfer of Bonds referred to in clauses (a) and (b) above. While a Letter of Credit or an Alternate
Credit Facility is outstanding, the Company may only cause a redemption of Bonds pursuant to this
paragraph which would require a payment of a premium if on the date of the giving of notice of
redemption the Trustee can draw under the Letter of Credit or an Alternate Credit Facility, as the
case may be, in an amount sufficient to pay such premium due on the date of redemption. The initial
Letter of Credit does not provide for drawings in respect of the amount of any such redemption
premium.
An Owner may direct the Issuer not to redeem any Bond or Bonds owned by it by delivering
to the Trustee at its principal office on or before the third Business Day (sixth Business Day if the
Bonds are to be converted to a Tender Interest Rate or a Fixed Interest Rate) preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument is delivered and shall be binding
upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon the
registration of the transfer thereof.
Denomination Redemption
The Bonds or portions thereof are subject to mandatory redemption by the Issuer on the Interest
Payment Date upon which the Bonds begin to accrue interest at a Floating Interest Rate following
conversion from a Tender Interest Rate or a Fixed Interest Rate in such amounts so that all
outstanding Bonds are in Authorized Denominations.
Purchase by Company in Lieu of Redemption
The Company shall have the right to purchase or cause to be purchased Bonds to be redeemed
as described above under “THE BONDS-Redemption Upon Expiration or Termination of Letter of
Credit or Alternate Credit Facility,” “THE BONDS--Redemption Upon Conversion” and “THE
BONDS-Denomination Redemption” at a purchase price equal to the principal amount of the Bonds
to be so purchased plus accrued interest, if any, or in the case of a purchase on conversion from a
Fixed Interest Rate or a Tender Interest Rate, the redemption price for redemption of such Bonds
on the Conversion Date as described above under(c) of “THE BONDS-Optional Redemption of Bonds.”
Moneys for the payment of the purchase price shall be derived, in the following order of priority, from:
(i) Available Moneys furnished by the Company for such purpose, (ii) proceeds of the sale of such
Bonds, (iii) Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds, (iv) moneys drawn under the Letter of Credit
or an Alternate Credit Facility, as the case may be, for such ,purpose and (v) any other moneys
furnished by the Company for such purpose; provided, however, that funds for the payment of the
purchase price of defeased Bonds shall be derived only from the sources described in (ii) and (iii) above,
in such order of priority; and provided further that if in connection with such redemption, the Letter
of Credit or an Alternate Credit Facility which does not consist of first mortgage bonds of the Company
is replaced with an Alternate Credit Facility consisting of first mortgage bonds of the Company or
is not being replaced by any other Alternate Credit Facility, moneys for the payment of the purchase
price of the Bonds may not be derived from (ii) above. Bonds to be so purchased pursuant to the
Indenture on the date fixed for redemption of such Bonds which are not delivered on such date will
nonetheless be deemed to have been delivered for purchase by the Owners thereof and to have been
purchased pursuant to the Indenture. The Trustee shall hold moneys for such purchase of Bonds,
without liability for interest thereon, for the benefit of the former Owner of the Bond on such date
of purchase, who shall thereafter be restricted exclusively to such moneys for any claim of whatever
nature on such Owner’s part under the Indenture or on, or with respect to, such Bond. Any moneys
so deposited with and held by the Trustee not so applied to the payment of Bonds within six months
after such date of purchase shall be paid by the Trustee to the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) to the extent of any amount payable under the Reimbursement
Agreement (as defined below) and the balance to the Company upon the written direction of the
Company, and thereafter the former Owners shall be entitled to look only to the Company for payment,
13
and then only to the extent of the amount so repaid, and the Company shall not be liable for any interest
thereon and shall not be regarded as a trustee of such money.
Procedure for and Notice of Redemption
If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof
to be redeemed shall be selected by the Trustee, in such manner as the Trustee in its sole discretion
may deem proper, in the principal amount designated by the Company or otherwise as required by
the Indenture. In selecting Bonds for redemption, the Trustee shall treat each Bond as representing
that number of Bonds which is obtained by dividing the principal amount of each Bond by the minimum
denomination in which Bonds are then authorized to be issued at the time of such redemption. Any
Bonds selected for redemption which are deemed to be paid in accordance with the provisions of the
Indenture will cease to bear interest on the date fixed for redemption. Upon presentation and surrender
of such Bonds at the place or places of payment such Bonds shall be paid and redeemed. Notice of
redemption shall be given by mail as provided in the Indenture, at least 10 days prior to the redemption
date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein,
shall not affect the validity of any proceedings for the redemption of any other of the Bonds.
With respect to notice of any optional redemption of the Bonds, as described above, unless upon
the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of the
Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the
Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal
of, premium, if any, and interest on such Bonds to be redeemed. If such moneys are not so received,
the Issuer will not redeem such Bonds and the Trustee shall give notice, in the manner in which the
notice of redemption was given, that such redemption will not take place.
THE LETTERS OF CREDIT
The following is a brief description of each Letter of Credit and certain of the terms common
to the Letters of Credit and the agreements dated as of January 1, 1988 between the Company and
the Banks pursuant to which such Letters of Credit are issued (individually, a “Reimbursement
Agreement” and, collectively, the “Reimbursement Agreements,” which term shall also include the
document pursuant to which an Alternate Credit Facility is issued). All references in this description
are to the documents or the Letters of Credit (or Alternate Credit Facilities) corresponding to the
respective issues of Bonds.
The Letter of Credit will be an irrevocable obligation of the Bank which will expire at the close
of the Bank’s business on January 14,1993, unless earlier terminated or otherwise extended, to pay
to the -Trustee, upon request and in accordance with the terms thereof, up to (a) an amount equal
to the outstanding principal amount of the Bonds to be used (i) to pay the principal of the Bonds, (ii)
to enable the Remarketing Agent to pay the portion of the purchase price equal to the principal amount
of Bonds delivered to it for purchase and not remarketed, (iii) to enable the Trustee to pay the portion
of the purchase price equal to the principal amount of Bonds delivered to it for purchase, (iv) to enable
the Trustee to pay the purchase price of Bonds not retained by an Owner on a CP Date or (v) to enable
the Company to purchase Bonds in lieu of redemption under certain circumstances, plus (b) an amount
equal to 294 days’ accrued interest on the Bonds (calculated at a rate of 1% per annum and on the
basis of a year of 365 days), to be used (i) to pay interest on the Bonds or (ii) to enable the Trustee
or the Remarketing Agent to pay the portion of the purchase price of the Bonds properly delivered
for purchase equal to the accrued interest, if any, on such Bonds. The Company is permitted under
the Agreement and the Indenture to secure an extension of the Letter of Credit beyond the expiration
date of the then current Letter of Credit, but the Bank is under no obligation to agree to such an
extension.
The Bank’s obligation under the Letter of Credit will be reduced to the extent of any drawings
thereunder. However, with respect to a drawing by the Trustee to enable the Remarketing Agent
or the Trustee to pay the purchase price of Bonds delivered for purchase and not remarketed, such
amounts shall be immediately reinstated upon reimbursement. With respect to a drawing by the
Trustee for the payment of interest on the Bonds, the amount that may be drawn under the Letter
of Credit will be automatically reinstated to the extent of such drawing as of the close of business
14
on the ninth Business Day following such drawing unless the Bank shall have notified the Trustee
within nine Business Days after such drawing that the Company has failed to reimburse the Bank
or to cause it to be reimbursed for such drawing.
Upon an acceleration of the maturity of the Bonds due to an event of default under the Indenture,
the Trustee will be entitled to draw on the Letter of Credit, if it is then in effect, to the extent of the
aggregate principal amount of the Bonds outstanding, plus up to 294 days’ interest accrued and unpaid
on the Bonds, less amounts paid in respect of principal or interest for which the Letter of Credit has
not been reinstated as described above.
Upon the earliest of (i) the close of business on January 14, 1993, unless otherwise extended
pursuant to an agreement between the Bank and the Company, (ii) the making of a final drawing under
the Letter of Credit, or (iii) the date the Trustee surrenders the Letter of Credit to the Bank for
cancellation, the Letter of Credit shall expire (the “Expiration Date”). The Trustee agrees to surrender
the Letter of Credit to the Bank, and not to make any drawing, after (i) 4:00 p.m. local time in the
city of the office of the Bank that will issue the Letter of Credit on the Expiration Date, (ii) there are
no Bonds outstanding under the Indenture, (iii) the first Business Day after the conversion of the
interest rate on the Bonds to a Fixed Interest Rate, or (iv) a Substitute Letter of Credit or Alternate
Credit Facility, as the case may be, has been delivered to the Trustee.
Alternate Credit Facility
At any time (with notice to the Bank or the Obligor on the Alternate Credit Facility, as the case
may be) the Company may, at its option, provide for the delivery to the Trustee of an Alternate Credit
Facility to replace the Letter of Credit or the Alternate Credit Facility then in effect, as the case may
be. An Alternate Credit Facility may have an expiration date earlier than the maturity of the Bonds,
but in no event shall such Alternate Credit Facility have an expiration date earlier than one year from
the date of its delivery. The Company must furnish to the Trustee(i) an opinion of nationally recognized
Bond Counsel (“Bond Counsel”) stating that the delivery of such Alternate Credit Facility is authorized
under the Agreement and complies with the terms thereof and will not cause the interest on the Bonds
to become includible in the gross income of the Owners thereof for federal income tax purposes and
(ii) written evidence from Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed
Alternate Credit Facility and that the delivery of the proposed Alternate Credit Facility will not, by
itself, result in a reduction or withdrawal of its rating or ratings of the Bonds.
The Company may, however, at any time, provide for the delivery on any Business Day to the
Trustee of an Alternate Credit Facility where the above-described evidence from Moody’s or S&P’s
is not received, provided that the Company shall deliver to the Trustee, the Remarketing Agent, the
Indexing Agent and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be)
a notice which (A) states (x) the effective date of the Alternate Credit Facility to be so provided and
(y) the termination date of the Letter of Credit or Alternate Credit Facility which is to terminate (which
termination date shall not be prior to the effective date of the Alternate Credit Facility to be so
provided), (B) describes the terms of the Alternate Credit Facility, (C) directs the Trustee to give notice
of the call of the Bonds for redemption, in whole, on the Business Day next preceding the termination
date of the Letter of Credit or Alternate Credit Facility which is to terminate (which Business Day
shall be not less than 30 days from the date of receipt by the Trustee of the notice from the Company
specified above), in accordance with the Indenture and(D) directs the Trustee, after taking such actions
as are required to be taken to provide moneys due under the Indenture in respect of the Bonds or
the purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as the ease may
be, which is to terminate, to the Obligor thereon on the next Business Day after the later of the effective
date of the Alternate Credit Facility to be provided and the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate and to thereupon deliver any and all instruments
which may be reasonably requested by such Obligor. The Company shall furnish to the Trustee an
opinion of Bond Counsel satisfying the requirement of the next preceding paragraph in connection
with such delivery.
After the Interest Payment Date on which Bonds are to be redeemed as described in clause (i)
in the first paragraph under “THE BONDS-Redemption Upon Expiration or Termination of Letter
15
of Credit or Alternate Credit Facility,” the Company may, but is not obligated to, provide for delivery
of an Alternate Credit Facility for payment of the principal of and interest on the Bonds. The Company
shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of the second
preceding paragraph in connection with such delivery.
Substitute Letter of Credit
The Company may, at its option, at any time provide for the delivery to the Trustee of a Substitute
Letter of Credit. No Substitute Letter of Credit may be delivered which:
(i) so long as the interest rate borne by the Bonds is a CP Rate, reduces the Interest
Coverage Period to a period shorter than 294 days (during such time as CP Periods can be from
one to not more than 270 days) or 389 or 390 days, as applicable to a particular year (during such
time as CP Periods can be from one to 365 or 366 days, as applicable to a particular year);
(ii) so long as the interest rate borne by the Bonds is a Daily Interest Rate, a Weekly Interest
Rate or a Monthly Interest Rate, reduces the Interest Coverage Period to a period shorter than
65 days;
(iii) so long as the interest rate borne by the Bonds is a Tender Interest Rate or a Fixed
Interest Rate, reduces the Interest Coverage Period to a period shorter than 208 days;
(iv) decreases the Interest Coverage Rate below 12%; or
(v) increases the Interest Coverage Rate above the Maximum Rate.
The Company may, at its option, at any time direct in writing the Trustee and the Remarketing
Agent to allow the selection of CP Periods of from one to no more than 365 or 366 days, as applicable
to a particular year, or from one to no more than 270 days, but only if (for such time as CP Periods
can be from one to 365 or 366 days, as applicable to a particular year) the Company provides for the
delivery to the Trustee of a Substitute Letter of Credit which increases the Interest Coverage Period
to 389 or 390 days, as applicable to a particular year.
Termination of Letter of Credit or Alternate Credit Facility
At any time, the Company may, at its option, provide for the termination on any Business Day
of the Letter of Credit or any Alternate Credit Facility then in effect. The Company must furnish to
the Trustee (i) an opinion of Bond Counsel stating that the termination of the Letter of Credit or
Alternate Credit Facility is authorized under the Agreement and complies with the terms thereof and
will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof
for purposes of federal income taxation and (ii) written evidence from Moody’s, if the Bonds are then
rated by Moody’s, or S&P, if the Bonds are then rated by S&P, in each case to the effect that such
rating agency has reviewed the proposed termination of the Letter of Credit or Alternate Credit
Facility and that such termination will not, by itself, result in a reduction or withdrawal of its rating
or ratings of the Bonds.
The Company may, however, at any time, at its option, provide for the termination on any Business
Day of the Letter of Credit or any Alternate Credit Facility then in effect when the above-described
evidence from Moody’s or S&P is not received, provided that the Company shall deliver to the Trustee,
the Remarketing Agent, the Indexing Agent and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) a notice which (A) states the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate, (B) directs the Trustee to give notice of the call
of the Bonds for redemption, in whole, no later than the fifth day next preceding the Business Day
next preceding the termination date of the Letter of Credit or Alternate Credit Facility which is to
terminate (which Business Day shall be not less than 30 days from the date of receipt by the Trustee
of the notice from the Company specified above), in accordance with the Indenture and (C) directs
the Trustee, after taking such actions as are required to be taken to provide moneys due under the
Indenture in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to terminate to the Obligor thereon on the next
Business Day after the termination date of the Letter of Credit or Alternate Credit Facility to be
16
terminated and to thereupon deliver any and all instruments which may be reasonably requested by
such Obligor.
CONVERSION OF RATE
The Bonds of each issue will be independent of the others and a conversion to an Alternative
Rate with respect to one issue will not necessarily result in a conversion with respect to the other
issues; however, a conversion may occur with respect to more than one issue at the same time. The
Bonds of each issue contain substantially the same terms and provisions, and the following is a
summary of certain provisions common to the five issues. All references in this description are to the
documents, the Bonds or the Letter of Credit relating to each issue of Bonds.
Conversion to Fixed Interest Rate, Tender Interest Rate or Floating Interest Rates. The
interest rate borne by the Bonds (the type of interest rate in effect immediately prior to a conversion
being herein called the “Existing Rate”) shall be converted to a Fixed Interest Rate, a Tender Interest
Rate, a Tender Interest Rate with a Tender Period of different length than the then current Tender
Period or any of the Floating Interest Rates upon receipt by the Trustee of a written direction from
the Company specifying the specific method of interest accrual on the Bonds and the effective date
(which, if a Letter of Credit or an Alternate Credit Facility is outstanding, shall be a date at least
11 days prior to the Interest Payment Date next preceding the scheduled expiration date of the Letter
of Credit or Alternate Credit Facility, as the case may be) of the conversion to such method of accrual,
specifying changes, if any, to the Bond redemption prices and No-Call Periods and, if applicable,
specifying the length of the Tender Period (which must be a period of six months or an integral multiple
thereof, provided that the first Tender Period may be less than such period but must end on the day
next preceding a January 1 or July 1). The Conversion Date must be (a) if the Existing Rate is a Floating
Interest Rate other than a CP Rate, a Business Day not less than 30 days from the date of receipt
by the Trustee of the written direction from the Company specified above or (b) if the Existing Rate
is a CP Rate, a Business Day not less than 30 days from the date of receipt by the Trustee of the
written direction from the Company specified above or (c) if the Existing Rate is a Tender Interest
Rate, a January 1 or July 1 not less than 20 days after the receipt by the Trustee of the written notice
specified above and not prior to the end of the No-Call Period for such Tender Period or (d) if the
Bonds then bear a Fixed Interest Rate, a January 1 or July 1 not less than 20 days after the receipt
by the Trustee of the written notice specified above and not prior to the end of the No-Call Period
for such Fixed Rate Period. The written direction shall be accompanied by a written opinion, addressed
to the Trustee, the Issuer, the Company, the Bank (or the Obligor on an Alternate Credit Facility,
as the case may be) and the Remarketing Agent, of Bond Counsel selected by the Company and
acceptable to the Trustee and acceptable to the Remarketing Agent stating that such conversion (i)
is authorized or permitted by the Indenture, (ii) will not cause interest on the Bonds to become
includible in the gross income of the Owners thereof for purposes of federal income taxation and (iii)
will not violate the provisions of the Act or other applicable state law. The conversion of the interest
rate borne by the Bonds shall not become effective unless on the Conversion Date the Trustee shall
have received an opinion of such Bond Counsel dated the Conversion Date reaffirming the conclusions
of the opinion accompanying the written direction of the Company initiating the conversion.
Inability To Convert. If for any reason a change in method of calculation of interest on the
Bonds cannot proceed, the Bonds shall continue to bear interest calculated in the method applicable
prior to the proposed change.
Notice to Owners of Conversion. The Trustee shall give notice by first-class mail to the Owners
of Bonds not less than 10 days and not more than 15 days prior to the Conversion Date. Such notice
shall state (i) that the method of determining the interest rate on the Bonds will be converted to an
alternate method of determining the rate, (ii) the effective date of the alternate method of determining
the rate, (iii) the procedures and dates involved in determining the rate and the procedure for notifying
Owners of the interest rate, (iv) when interest on the Bonds will be payable after the effective date,
(v) if the Trustee has been so notified by the Company, whether a Letter of Credit or an Alternate
Credit Facility, as the case may be, will be in effect after such effective date and, if so, the issuer,
the expiration terms and the interest coverage of the Letter of Credit or Alternate Credit Facility,
17
as the case may be, (vi) whether subsequent to such effective date the Owners of Bonds will no longer
have the right to deliver Bonds to the Remarketing Agent or the Trustee for purchase, (vii) that the
rating on the Bonds by Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, may be reduced or withdrawn, and (viii) that all outstanding Bonds not repurchased
on or prior to the effective date will be redeemed on such effective date except Bonds with respect
to which the Owner has directed the Issuer not to redeem the same in accordance with the Indenture.
THE AGREEMENTS
Each Agreement will operate independently of the others, and a default under one Agreement
will not necessarily constitute a default under the other Agreements. The Agreements contain
substantially identical terms, and the following is a summary of certain provisions common to the
five Agreements. All references in this summary are to the documents, the Bonds or the Letters of
Credit (or Alternate Credit Facilities) relating to each Agreement.
Loan Payments
As Loan Payments, the Company will pay to the Trustee, for the account of the Issuer, an amount
equal to the principal of, premium, if any, and interest on the Bonds when due on the dates, in the
amounts and in the manner provided in the Indenture for the payment of the principal of, premium,
if any, and interest on the Bonds, whether at maturity, upon redemption, acceleration or otherwise;
provided, however, that the obligation of the Company to make any such Loan Payment will be deemed
to be satisfied and discharged to the extent of the corresponding payment made (i) by the Bank to
the Trustee under the Letter of Credit or (ii) by the Obligor on the Alternate Credit Facility to the
Trustee under the Alternate Credit Facility.
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the principal of
the Bonds, upon redemption or acceleration, and interest on the Bonds when due, by the delivery of
the Letter of Credit (or the Alternate Credit Facility, as the case may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary to pay the principal of, premium,
if any, and interest on the Bonds if and when due. The initial Letter of Credit does not provide for
drawings in respect of amounts of such redemption premium.
Payments to Remarketing Agent and Trustee
The.Company will pay to the Remarketing Agent and the Trustee amounts equal to the amounts
to be paid by the Remarketing Agent and the Trustee pursuant to the Indenture for the purchase
of outstanding Bonds, such amounts to be paid by the Company to the Remarketing Agent and the
Trustee, as the case may be, on the dates such payments are to be made; provided, however, that
the obligation of the Company to make any such payment under the Agreement shall be reduced by
the amount of any moneys available for such payments, including proceeds from the remarketing
of the Bonds or moneys drawn under the Letter of Credit (or the Alternate Credit Facility, as the
case may be).
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of the expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the amounts to
be paid by the Remarketing Agent or the Trustee for the purchase of Bonds by the delivery of the
Letter of Credit (or the Alternate Credit Facility, as the case may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary for the purchase of Bonds.
Obligation Absolute
The Company’s obligation to make Loan Payments and payments to the Remarketing Agent and
the Trustee for the purchase of Bonds is absolute, irrevocable and unconditional and will not be subject
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to any defense other than payment or to any right of setoff, counterclaim or recoupment arising out
of any breach by the Issuer, the Bank (or Obligor on an Alternate Credit Facility), the Trustee or
the Remarketing Agent of any obligation to the Company.
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, Moody’s, S&P and _
the Indexing Agent 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 will not take, or permit to be taken on its behalf, any action which
would cause the interest on the Bonds to become includible in the gross income of Owners of the Bonds
for purposes of federal income taxation and will take, or require Co be taken, such action as may, from
time to time, be required under applicable law or regulation to continue to cause the interest on the
Bonds not to be includible in the gross income of the Owners thereof for purposes of federal income
taxation. See “TAX EXEMPTION.”
Assignment; Merger
With the consent of the Bank (or the Obligor on the Alternate Credit Facility, as the case may
be), the Company’s interest in the Agreement may be assigned in whole or in part by the Company
to another entity, subject, however, to the conditions that no assignment shall (a) cause the interest
payable on the Bonds (other than Bonds held by a “substantial user” or “related person” within the
meaning of Section 103(b)(13) of the 1954 Code) to become includible in the gross income of the Owners
thereof for purposes of federal income taxation or (b) relieve (other than as described in the next
succeeding paragraph) the Company from primary liability for its obligations to make the Loan
Payments or to make payments to the Remarketing Agent or the Trustee with respect to the purchase
of the Bonds or for any other of its obligations under the Agreement; and subject further to the
condition that the Company shall have delivered to the Trustee and the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) an opinion of counsel to the Company that such
assignment complies with the provisions of this paragraph. The Company shall, within 30 days after
the delivery thereof, furnish to the Issuer, the Bank (or Obligor on the 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.
The Company may enter into the transactions described in the Joint Proxy Statement/Prospectus
of PacifiCorp and Utah Power & Light Company dated October 29, 1987 (the “Prospectus”) filed as
a part of a Registration Statement on Form S-4 with the Securities and Exchange Commission,
Registration No. 33-18164, effective October 29, 1987, resulting in a Merger (as defined in the
Prospectus) or Reincorporation (as defined in the Prospectus) and the Merger of the Company into
PC/UP&L Merging Corp., an Oregon corporation (to be renamed “PacifiCorp”). After the effectiveness
of the Merger or Reincorporation, PC/UP&L Merging Corp. will assume (either by operation of law
or in writing) all of the obligations of the Company under the Agreement and all references to the
Company in the Agreement shall mean PC/UP&L Merging Corp. (renamed “PacifiCorp”).
The Company also may (a) consolidate with or merge into another domestic corporation (i.e., a
corporation (i) incorporated and existing under the laws of one of the states of the United States or
of the District of Columbia and qualified to do business in the State of Montana or the State of
Wyoming, as the case may be, as a foreign corporation or (ii) incorporated and existing under the
laws of the State of Montana or the State of Wyoming, as the case may be), or sell or otherwise transfer
to another domestic corporation all or substantially all of its assets as an entirety and thereafter
dissolve, provided the resulting, surviving or transferee corporation, as the case may be, shall be the
Company or as a result of the transaction shall assume (either by operation of law or in writing) all
of the obligations of the Company under the Agreement; or (b) convey all or substantially all of its
19
assets to one or more wholly owned subsidiaries of the Company so long as the Company shall remain
in existence and primarily liable on all of its obligations under the Agreement and the subsidiary or
subsidiaries to which such assets shall be so conveyed shall guarantee in writing the performance
of all of the Company’s obligations under the Agreement.
Defaults
Each of the following events will constitute an “Event of Default” under the Agreement:
(a) a failure by the Company to make when due any Loan Payment or any payment required
to be made to the Remarketing Agent or the Trustee for the purchase of Bonds, which failure
shall have resulted in an “Event of Default” as described herein in paragraph (a), (b) or (c) under
“THE INDENTURES-DefaUkS”;
(b) a failure by the Company to pay when due any other amount required to be paid under
the Agreement or to observe and perform any other covenant, condition or agreement under the
Agreement (other than a failure described in clause (a) above), which failure continues for a period
of 60 days (or such longer period as the Trustee and the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) may agree to in writing) after written notice given to the
Company and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) by
the Trustee or to the Company, the Trustee and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) by the Issuer; provided, however, that if such failure is other than
for the payment of money and cannot be corrected within the applicable period, such failure shall
not constitute an Event of Default so long as the Company institutes corrective action within
the applicable period and such action is being diligently pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of the Company.
The Agreement provides that, with respect to any Event of Default described in clause (b) above,
if, by reason of acts of God, strikes, orders of political bodies, certain natural disasters, civil
disturbances and certain other events, or any cause or event not reasonably within the control of the
Company, the Company is unable in whole or in part to carry out one or more of its agreements or
obligations contained in the Agreement (other than its obligations to make when due Loan Payments
and payments to the Remarketing Agent or the Trustee for the purchase of Bonds and its obligation
to maintain its existence), the Company shall not be deemed in default by reason of not carrying out
such agreement or performing such obligation during the continuance of such inability.
Remedies
Upon the occurrence and continuance of any Event of Default described in (a) or (c) in the second
preceding paragraph, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds shall have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments shall, without further action, become and be
immediately due and payable. Any waiver of any “Event of Default” under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event or
Events of Default under the Agreement and a rescission and annulment of the consequences thereof.
See the caption “THE INDENTURES-&!faUkS.”
Upon the occurrence and continuance of any Event of Default under the Agreement, the Issuer
may take any action at law or in equity to collect any payments then due and thereafter to become
due, or to enforce performance and observance of any obligation, agreement or covenant of the
Company under the Agreement.
Any amounts collected upon an Event of Default under the Agreement will be applied in
accordance with the Indenture.
Amendments
The Agreement may be amended subject to the limitations contained in the Agreement and in
the Indenture. See the caption “THE ~NDENTvRES-hIf3ndm?nt of the Agreement.”
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THE INDENTURES
Each Indenture will operate independently of the others, and a default under one Indenture will
not necessarily constitute a default under the others. The Indentures contain substantially identical
terms, and the following is a summary of certain provisions common to the five Indentures. All
references in this summary are to the documents, the Bonds or the Bond Fund relating to each
Indenture.
Pledge and Security
Pursuant to the Indenture, the Loan Payments will be pledged by the Issuer to secure the payment
of the principal of, and premium, if any, and interest on, the Bonds and all other amounts payable
under the Indenture. The Issuer will also pledge and assign to the Trustee all its rights and interests
under the Agreement (other than its rights to indemnification and reimbursement of expenses and
certain other rights), and has pledged to the Trustee all moneys and obligations deposited or to be
deposited in the Bond Fund established with the Trustee; provided that the Trustee will have a prior
claim on the Bond Fund for the payment of its compensation and expenses and for the repayment
of any advances (plus interest thereon) made by it to effect performance of certain covenants in the
Indenture and the Agreement (except that the Trustee will not have such priority with respect to
amounts deposited in the Bond Fund from amounts drawn under the Letter of Credit or Alternate
Credit Facility).
Application of Proceeds
Proceeds from the sale of the Bonds will be deposited with the trustee for the Prior Bonds and
used for the Refunding.
Application of the Bond Fund
There is created under the Indenture a Bond Fund and therein established a Principal Account
and an Interest Account. Loan Payments, amounts drawn by the Trustee under the Letter of Credit
(or Alternate Credit Facility, as the case may be) for payment of the principal of, and interest on,
the Bonds when due, and certain other amounts specified in the Indenture are to be deposited in the
appropriate account in the Bond Fund. While any Bonds are outstanding and except as provided in
an arbitrage regulation agreement for each issue of Bonds among the Trustee, the related Issuer
and the Company, moneys in the Bond Fund will be used solely for the payment of the principal of,
and premium, if any, and interest on, the Bonds when due, or, in some circumstances, for payment
of the purchase price of the Bonds, subject to the prior claim of the Trustee to the extent described
in “THE INDENTURES-Pledge and Security.”
Funds for the payment of the principal of, and premium, if any, and interest on, the Bonds shall
be derived from the following sources in the order of priority indicated:
(a) Available Moneys;
(b) moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may
be; and
(c) any other moneys paid by the Company pursuant to the Agreement or any other moneys
in the Bond Fund.
Investment of Funds
Moneys in the Bond Fund will, at the direction of the Company, be invested in securities or
obligations specified in the Indenture; provided, however, that during the term of the Letter of Credit
(or an Alternate Credit Facility, as-the case may be) moneys drawn under the Letter of Credit (or
an Alternate Credit Facility, as the case may be) shall be invested by the Trustee only in Government
Obligations (as defined in the Indenture) with a term not exceeding 30 days. All income or other gain
from such investments will be credited, and any loss will be charged, to the particular fund or account
from which the investments were made.
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Defaults
Each of the following events will constitute an “Event of Default” ,under the Indenture:
(a) a failure to pay the principal of, or premium, if any, on, any of the Bonds (other than
Bonds pledged to the Bank (the “Pledged Bonds”)) when the same becomes due and payable at
maturity, upon redemption or otherwise;
(b) a failure to pay an installment of interest on any of the Bonds (other than Pledged Bonds)
for a period of five days after such interest has become due and payable;
(c) a failure to pay amounts due to Owners of the Bonds who have delivered Bonds to the
Remarketing Agent or the Trustee for purchase for a period of five days after such payment
has become due and payable;
(d) the Trustee’s receipt of notice from the Bank not later than the ninth Business Day
following a drawing under the Letter of Credit that the Bank has not been reimbursed for such
drawing;
(e) the Trustee’s receipt of notice from the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) of an “Event of Default” under and as defined in the Reimbursement
Agreement (which may be caused by the failure of the Company to comply with any of its
covenants and obligations thereunder);
(f) a failure by the Issuer to observe and perform any other covenant, condition or agreement
contained in the Bonds or the Indenture (other than a failure described in clause (a), (b) or (c)
above), which failure shall continue for a period of 90 days after written notice given to the Issuer
and the Company by the Trustee, which notice may be given at the discretion of the Trustee and
must be given at the written request of the Owners of not less than 25% in principal amount of
Bonds then outstanding, unless such period is extended by the Trustee, or by the Trustee and
the Owners of a principal amount of Bonds not less than the principal amount of Bonds the Owners
of which requested such notice, as the case may be; provided, however, that the Trustee, or the
Trustee and the Owners of such principal amount of Bonds, as the case may be, will be deemed
to have agreed to an extension of such period if corrective action is initiated by the Issuer, or
the Company on behalf of the Issuer, within such period and is being diligently pursued; and
(g) an “Event of Default” under the Agreement.
Remedies
(i) Upon the occurrence (without waiver or cure) of an Event of Default described in clause (a),
(b) or (c) of the preceding paragraph or an Event of Default described in clause (g) of the preceding
paragraph resulting from an “Event of Default” under the Agreement as described under clause (a)
or (c) of “THE AGREEMENT-Defaults” herein, the Trustee may (and upon the written request of the
Owners of not less than 25% in principal amount of the Bonds then outstanding the Trustee must),
or (ii) upon the occurrence (without waiver or cure) of an Event of Default described in clause (d)
or (e) of the preceding paragraph, the Trustee must, by written notice to the Issuer, the Company
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), declare the Bonds
to be immediately due and payable, whereupon they shall, without further action, become and be
immediately due and payable and, during the period the Letter of Credit (or Alternate Credit Facility,
as the case may be) is in effect, with interest on the Bonds accruing to the Bond Payment Date (as
defined in the Indenture) established by the Trustee pursuant to the Indenture, anything in the
Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof
to the Issuer, the Company and the Bank (or the Obligor on the Alternate Credit Facility, as the case
may be) and shall give notice by first-class mail thereof to Owners of the Bonds, and the Trustee shall
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 to the Bond Payment Date.
The provisions described in the preceding paragraph are subject to the condition that if, so long
as no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the Bonds
22
shall have been so declared to be due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause
to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon
all Bonds and the principal of any and all Bonds which shall have become due otherwise than by reason
of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue
installments of interest, at the rate per annum specified in the Bonds) and such amount as shall be
sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee,
and all Events of Default under the Indenture (other than nonpayment of the principal of Bonds which
shall have become due by said declaration) shall have been remedied, then, in every such case, such
Event of Default shall be deemed waived and such declaration and its consequences rescinded and
annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment
to the Issuer and the Company and shall give notice thereof to Owners of the Bonds by first-class
mail; but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of
Default or impair any right or remedy consequent thereon.
The provisions of the second preceding paragraph are, further, subject to the condition that, if
an Event of Default described in clause (d) or (e) of “THE INDENTURE-Defaults” shall have occurred
and if the Trustee shall thereafter have received notice from the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) (x) that the notice which caused such Event of Default to occur
has been withdrawn and (y) that the amounts available to be drawn on the Letter of Credit (or the
Alternate Credit Facility, as the case may be) to pay (i) the principal of the Bonds or the portion of
purchase price equal to principal and (ii) interest on the Bonds and the portion of purchase price equal
to accrued interest have been reinstated to an amount equal to the principal amount of the Bonds
outstanding plus accrued interest thereon for the applicable Interest Coverage Period at the Interest
Coverage Rate, then, in every such case, such Event of Default shall be deemed waived and its
consequences rescinded and annulled, and the Trustee shall promptly give written notice of such
waiver, rescission and annulment to the Issuer, the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be), the Company and, prior to conversion to a Fixed Interest Rate, the
Remarketing Agent, and shall give notice thereof to all Owners of the outstanding Bonds (if such
Owners were notified of the acceleration) by first-class mail; but no such waiver, rescission and
annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy
consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the Trustee
may, and upon the written request of the Owners of not less than 25% in principal amount of the Bonds
outstanding and receipt of indemnity to its satisfaction shall, pursue any available remedy to enforce
the rights of the Owners of the Bonds and require the Company, the Issuer or the Bank (or the Obligor
on the Alternate Credit Facility, as the case may be) to carry out its agreements, bring suit upon the
Bonds, require the Issuer to account as if it were the trustee of an express trust for the Owners of
the Bonds or enjoin any acts or things which may be unlawful, or in violation of the rights of the
Owners of the Bonds. The Trustee is not required to take any action in respect of an Event of Default
(other than, in certain circumstances, to declare the Bonds to be immediately due and payable) or to
enforce the trusts created by the Indenture except upon the written request of the Owners of not
less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity satisfactory
to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the right to
direct the time, method and place of conducting all remedial proceedings under the Indenture or
exercising any trust or power conferred on the Trustee upon furnishing satisfactory indemnity to
the Trustee and provided that such direction shall not result in any personal liability of the Trustee.
No Owner of any Bond will have any right to institute suit to execute any trust or power of the
Trustee unless such Owner has previously given the Trustee written notice of an Event of Default
and unless the Owners of not less than 25% in principal amount of the Bonds then outstanding have
made written request of the Trustee so to do, and unless satisfactory indemnity has been offered to
the Trustee and the Trustee has not complied with such request within a reasonable time.
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Notwithstanding any other provision in the Indenture, the right of the Owner of any Bond to
receive payment of the principal of, premium, if any, and interest on his Bond on or after the respective
due dates expressed therein, or to institute suit for the enforcement of any such payment on or after
such respective date, will not be impaired or affected without the consent of such Owner of the Bonds.
Defeasance
All or any portions of Bonds (in Authorized Denominations) shall, prior to the maturity or
redemption date thereof, 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 shall have given, or the Company shall have given to the Trustee in form satisfactory
to it irrevocable instructions to give, notice of redemption of such Bonds or portions thereof;
(b) there shall have been deposited with the Trustee moneys (which constitute Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility) in an amount
as shall be sufficient to pay when due the principal of, premium, if any, and interest due and to
become due (which amount of interest to become due shall be calculated at the Maximum Rate)
on said Bonds or portions thereof on and prior to the redemption date or maturity date thereof,
as the case may be;
(c) in the event said Bonds or portions thereof do not mature and are not to be redeemed
within the next succeeding 30 days, the Issuer at the direction of the Company shall have given
the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in
the same manner as a notice of redemption is given pursuant to the Indenture, a notice to the
Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been
made with the Trustee and that said Bonds or portions thereof are deemed to have been paid
and stating the maturity or redemption date upon which moneys are to be available for the
payment of the principal of and interest on said Bonds or portions thereof; and
(d) the Trustee shall have received written evedence from Moody’s, if the Bonds are then
rated by Moody’s, and S&P, if the Bonds are then rated by S&P, that such action, if it applies
to less than all of the Bonds then Outstanding, will not result in a reduction or withdrawal of
the rating on the Bonds by Moody’s or S&P, as the case may be.
Moneys deposited with the Trustee as described above shall not be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and interest on said
Bonds or portions thereof, or for the payment of the purchase price of Bonds in accordance with the
Indenture; provided that such moneys, if not then needed for such purpose, shall, to the extent
practicable, be invested and reinvested in Government Obligations maturing on or prior to the earlier
of (a) the date moneys may be required for the purchase of Bonds or (b) the Interest Payment Date
next succeeding the date of investment or reinvestment, and interest earned from such investments
shall be paid over to the Company, as received by the Trustee, free and clear of any trust, lien or
pledge.
The provisions of the Indenture relating to (i) the registration and exchange of Bonds, (ii) the
delivery of Bonds to the Remarketing Agent or the Trustee for purchase and the related obligations
of the Remarketing Agent and the Trustee with respect thereto, (iii) the mandatory redemption of
the Bonds in connection with the expiration of the term of the Letter of Credit (or the Alternate Credit
Facility, as the case may be) and (iv) payment of the Bonds from such moneys, shall remain in full
force and effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed
for redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, further, that the provisions with respect to registration and exchange
of Bonds shall continue to be effective until the maturity or the last date fixed for redemption of all
Bonds.
In the event the requirements of the next to the last sentence of the next succeeding paragraph
can be satisfied, the preceding three paragraphs shall not apply and the following two paragraphs
shall be applicable.
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Any Bond shall be deemed to be paid within the meaning of the Indenture when (a) payment of
the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof
(whether such due date is by reason of maturity, acceleration or upon redemption as provided in the
Indenture), either(i) shall have been made or caused to be made in accordance with the terms thereof,
or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably
set aside exclusively for such payment, (1) Available Moneys or moneys drawn under the Letter of
Credit or an Alternate Credit Facility, as the case may be, sufficient to make such payment and/or
(2) Government Obligations purchased with Available Moneys or moneys drawn under the Letter of
Credit or an Alternate Credit Facility, as the case may be, maturing as to principal and interest in
such amount and at such time as will insure, without reinvestment, the availability of sufficient moneys
to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made shall have been
paid or the payment thereof provided for to the satisfaction of the Trustee. The provisions of clause
(2) of this paragraph shall apply only if (x) the Bond with respect to which such deposit is made is
to mature or be called for redemption prior to the next succeeding date on which such Bond is subject
to purchase as described herein under the caption “THE BONDS-Purchase of Bonds” and (y) the
Company waives, to the satisfaction of the Trustee, its right to convert the interest rate borne by
such Bond. At such times as a Bond shall be deemed to be paid thereunder, as aforesaid, such Bond
shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes
of any such payment from such moneys or Government Obligations.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice
of redemption of such Bonds shall have been previously given in accordance with the Indenture, or
in the event said Bonds are not to be redeemed within the next succeeding 60 days, until the Company
shall have given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable
instructions to notify, as soon as practicable, the Owners of the Bonds, in accordance with the
Indenture, that the deposit required by clause (a)(ii) above has been made with the Trustee and that
said Bonds are deemed to have been paid in accordance with the Indenture and stating the maturity
or redemption date upon which moneys are to be available for the payment of the principal of and
the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof;
or (b) the maturity of such Bonds.
Removal of Trustee
The Trustee may be removed, and a successor Trustee appointed, (i) by the Issuer, under certain
circumstances, and (ii) with the prior written consent of the Bank (which consent, if unreasonably
withheld, shall not be required), by the Owners of not less than a majority in principal amount of Bonds
at the time outstanding.
Modifications and Amendments
The Indenture may be modified or amended by supplemental indentures without the consent of
or notice to the Owners of the Bonds for any of the following purposes: (a) to cure any formal defect,
omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and agreements
of the Issuer under the Indenture or to surrender any right or power reserved or conferred upon the
Issuer which shall not adversely affect the interests of Owners of the Bonds; (c) to confirm, as further
assurance, any pledge of or lien on any property subjected or to be subjected to the lien of the
Indenture; (d) to comply with the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend
or supplement the Indenture in any other respect which, in the judgment of the Trustee, is not adverse
to the Owners of the Bonds; (f) to change the method for determining the Floating Interest Index
or the Fixed Interest Index, to implement a conversion of an interest rate or to evidence or give effect
to or facilitate the delivery and administration under the Indenture of an Alternate Credit Facility
or a Substitute Letter of Credit; (g) to provide for a depositary to accept tendered Bonds in lieu of
the Remarketing Agent; (h) to provide for uncertificated Bonds or for the issuance of coupons and
bearer Bonds or Bonds registered only as to principal, but only to the extent that such would not
cause interest on the Bonds to become includible in the gross income of the Owners thereof for
purposes of federal income taxation; (i) to secure or maintain a rating for the Bonds in both the highest
25
short-term or commercial paper debt Rating Category (as defined in the Indenture) and in either of
the two highest long-term debt Rating Categories; and (j) to provide demand purchase obligations
to cause the Bonds to be authorized purchases for Investment Companies. Notwithstanding the
foregoing, notice shall be given to the Owners of the Bonds of any supplemental indenture changing
the method of determining the Floating Interest Index or the Fixed Interest Index.
Except for supplemental indentures entered into for the purposes described in the preceding
paragraph, the Indenture will not be modified or amended without the consent of the Owners of not
less than 60% in aggregate principal amount of Bonds outstanding, who shall have the right to consent
to and approve any supplemental indenture; provided that, unless approved in writing by the Owners
of all the Bonds then affected thereby, there will not be permitted (a) a change in the times, amounts
or currency of payment of the principal of, premium, if any, or interest on any Bond, a change in the
terms of the purchase thereof by the Remarketing Agent or the Trustee, or a reduction in the principal
amount or redemption price thereof or the rate of interest thereon, (b) the creation of a claim or lien
on or a pledge of the receipts and revenues of the Issuer under the Agreement ranking prior to or
on a parity with the lien or pledge created by the Indenture, or(c) a reduction in the aggregate principal
amount of Bonds the consent of the Owners of which is required to approve any such supplemental
indenture or which is required to approve any amendment to the Agreement. No amendment of the
Indenture shall be effective without the prior written consent of the Company and the Bank (or the
Obligor on the Alternate Credit Facility, as the case may be).
Amendment of the Agreement
Without the consent of or notice to the Owners of the Bonds, the Issuer may amend the
Agreement, and the Trustee may consent thereto, as may be requ’red (a) by the provisions of the
Agreement and the Indenture, (b) for the purpose of curing any formal defect, omission, inconsistency
or ambiguity, (c) in connection with any other change therein which is not materially adverse to the
Owners of the Bonds or (d) to secure or maintain a rating for the Bonds in both the highest short-term
or commercial paper debt Rating Category and in either of the two highest long-term debt Rating
Categories. The Issuer and the Trustee will not consent to any other amendment of the Agreement
without the written approval or consent of the Owners of not less than 60% in aggregate principal
amount of the Bonds at the time outstanding; provided, however, that, unless approved in writing
by the Owners of all Bonds affected thereby, nothing shall permit, or be construed as permitting, a
change in the obligations of the Company to make Loan Payments or payments to the Trustee or
Remarketing Agent for the purchase of Bonds. No amendment of the Agreement will become effective
without the prior written consent of the Bank (or the Obligor on the Alternate Credit Facility, as the
case may be) and the Company.
UNDERWRITING
E.F. Hutton & Company Inc., as Underwriter, has agreed to purchase the Bonds of each issue
from the Issuer thereof at a purchase price of 100% of the principal amount thereof. The Underwriter
is committed to purchase all of the Bonds of an issue if any are purchased.
The Company has agreed to pay the Underwriter an aggregate fee of $576,450 and indemnify
the Underwriter against certain liabilities, including liabilities under the federal securities laws. The
Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into
investment trusts) and others at prices lower than the offering price stated on the cover page hereof.
After the initial public offering, the public offering price may be changed from time to time by the
Underwriter.
On December 2,1987, Shearson Lehman Brothers Holdings Inc. (“Holdings”), the parent company
of Shearson Lehman Brothers Inc. (“Shearson Lehman”) and The E.F. Hutton Group Inc. (“E.F. Hutton
Group”), the parent company of E.F. Hutton & Company Inc. (“E.F. Hutton”), entered into an
agreement, amended as of December 28,1987 (the “Agreement”), pursuant to which Holdings agreed
to acquire all the outstanding shares of E.F. Hutton Group common stock. Pursuant to a tender offer
for certain of the outstanding shares of E.F. Hutton Group common stock which expired January 12,
1988,32,144,465 shares were tendered and Holdings has agreed to purchase 29,610,OOO shares or 90%
26
of E.F. Hutton Group’s common stock outstanding and available for tender. As permitted by the terms
of the Agreement, Holdings intends to assign its right to purchase the shares to Shearson Lehman.
Following the initial merger of a newly-formed, wholly-owned subsidiary of Shearson Lehman into
E.F. Hutton Group, E.F. Hutton Group will merge into Shearson Lehman as soon as practicable. The
proposed acquisition and merger of E. F. Hutton Group with and into Shearson Lehman is expected
to occur within the first three-quarters of 1988. Upon the effectiveness of the merger of E.F. Hutton
Group with and into Shearson Lehman, the surviving corporation will assume all of the obligations
of E.F. Hutton as Underwriter, as Remarketing Agent and as Indexing Agent with respect to the
Bonds of each issue.
TAXEXEMPTION
The Code contains a number of requirements and restrictions which apply to each issue of Bonds,
including investment restrictions, periodic payments of arbitrage profits to the United States,
requirements regarding the proper use of bond proceeds and the facilities financed therewith, and
certain other matters. The Company and each of the Issuers have covenanted to comply with all
requirements of the Code that must be satisfied in order for the interest on each issue of Bonds to
be excludible from gross income. Failure to comply with certain of such requirements may cause
interest on the related issue or issues of Bonds to become subject to federal income taxation retroactive
to the date of issuance of such Bonds.
Subject to the condition that the Company and the related Issuer comply with the above-
referenced covenants, under present law, in the opinion of Bond Counsel, interest on each issue of
Bonds will not be includible in the gross income of the owners thereof for federal income tax purposes,
except for interest on any Bond for any period during which such Bond is owned by a person who
is a substantial user of the related Project or any person considered to be related to such person (within
the meaning of Section 103(b)(13) of the 1954 Code) and the interest on each issue of Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals and
corporations (since the Prior Bonds were issued prior to August 8, 1986). Such interest will be taken
into account, however, in computing an adjustment used in determining the alternative minimum tax
for certain corporations.
The Code includes provisions for an alternative minimum tax (“AMT”) for corporations. The AMT
is levied for taxable years beginning after December 31, 1986 in addition to the regular corporate tax
in certain cases. The AMT, if any, depends upon the corporation’s alternative minimum taxable income
(“A,,“), which is the corporation’s taxable income with certain adjustments. One of the adjustment
items used in computing AMTI of a corporation (excluding S corporations, Regulated Investment
Companies, Real Estate Investment Trusts and REMICs) is an amount equal to 50% of the excess
of such corporation’s “adjusted net book income” over an amount equal to its AMTI (before such
adjustment item and the alternative tax net operating loss deduction). For taxable years beginning
after 1989, such adjustment item will be 75% of the excess of such corporation’s “adjusted current
earnings” over an amount equal to its AMTI (before such adjustment item and the alternative tax
net operating loss deduction). Both “adjusted net book income” and “adjusted current earnings” would
include all tax-exempt interest, including interest on each issue of Bonds.
In rendering its opinion with respect to each issue of Bonds, Bond Counsel will rely upon
certifications of the Company with respect to certain material facts solely within the Company’s
knowledge about the Project relating to such issue of Bonds and to the application of the proceeds
of such issue of Bonds and the proceeds of the related issue of Prior Bonds.
Ownership of the Bonds may result in collateral federal income tax consequences to certain
taxpayers, including, without limitation, corporations subject to either the environmental tax or the
branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual
recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to
have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective
purchasers of Bonds should consult their tax advisors as to applicability of any such collateral
consequences.
In the opinion of Chapman and Cutler, Bond Counsel, under present Montana law, interest on
the Forsyth Bonds is exempt from individual income taxes imposed by the State of Montana.
27
In the opinion of Chapman and Cutler, Bond Counsel, under present Wyoming law, the State of
Wyoming imposes no income taxes which would be applicable to the Converse Bonds, the Gillette
Bonds or the two issues of the Sweetwater Bonds.
Except as described above, Bond Counsel expresses no opinion as to whether the Bonds will be
subject to any state or local taxes under applicable state or local law. Prospective purchasers of Bonds
should consult their tax advisors regarding the applicability of any such state or local taxes.
CERTAINLEGALMATTERS
The validity of the Bonds will be passed upon by Chapman and Cutler, Bond Counsel, and the
Underwriter’s obligation to purchase any issue of the Bonds is subject to the issuance of Bond
Counsel’s opinion with respect thereto. Certain legal matters will be passed upon for the Company
by Stoel Rives Boley Jones & Grey, as Counsel for the Company, and for the Underwriter by Kutak
Rock & Campbell, as Counsel to the Underwriter. The validity of the Letter of Credit relating to the
Converse Bonds will be passed upon for The Sumitomo Bank, Limited, by its United States counsel,
Preston, Thorgrimson, Ellis & Holman, and by its Japanese counsel, Nishi, Tanaka & Takahashi. The
validity of the Letter of Credit for the Forsyth Bonds will be passed upon for The Industrial Bank
of Japan, Limited, by its United States counsel, Lillick McHose & Charles, and by its Japanese counsel,
Tokyo Kokusai Law Offices. The validity of the Letter of Credit for the Gillette Bonds will be passed
upon for Deutsche Bank AG by its United States counsel, White & Case, and by its Central Legal
Department. The validity of the Letters of Credit for the Sweetwater Bonds will be passed upon for
National Westminster Bank PLC by its United States counsel, Lillick McHose & Charles, and by its
English counsel, Wilde Sapte.
Chapman and Cutler has represented other parties in matters involving subsidiaries of the
Company where legal fees of Chapman and Cutler have been paid by such subsidiaries.
MISCELLANEOUS
The attached Appendices are an integral part of this Official Statement and must be read together
with all of the balance of this Official Statement.
The distribution of this Official Statement has been duly consented to by each Issuer. Each Issuer,
however, has not reviewed and is not responsible for any information set forth herein except that
information under the heading “THE ISSUERS” insofar as it relates to each such Issuer.
28
APPENDIX A
PACIFICORP
PacifiCorp is a diversified enterprise which conducts four separate businesses: electric operations;
telecommunications; mining and resource development; and financial services. To give recognition to
its diversification into areas other than those relating to a regulated utility, the Company’s name was
changed to PacifiCorp from Pacific Power & Light Company at its annual meeting of stockholders
on June 13, 1984. The Company conducts its electric operations under the name of Pacific Power &
Light Company (“Pacific Power”). Pacific Power furnishes electric service in six western states. A
subsidiary of the Company, Pacific Telecom, Inc., provides telecommunications services in Alaska, six
other western states and Wisconsin and is engaged in other nonregulated activities through its
subsidiaries and equity investees. Another subsidiary, NERCO, Inc., is engaged in surface coal and
precious metals mining, minerals and precious metals exploration, and oil and gas exploration and
development in several regions of the United States. Another subsidiary, PacifiCorp Financial Services
Inc., is primarily engaged in the leasing of equipment, secured lending and general investment activity.
The principal executive offices of the Company are located at 1600 Pacific First Federal Center,
851 Southwest Sixth Avenue, Portland, Oregon 97204; the telephone number is [phone].
PENDING MERGER
The shareholders of PacifiCorp and Utah Power & Light (“UP&L”) approved on December 15,
198’7 a merger of both companies into PC/UP&L Merging Corp., an Oregon corporation (to be renamed
“PacifiCorp”). The merger is described in the Joint Proxy Statement/Prospectus of PacifiCorp and
Utah Power & Light Company dated October 29, 1987, filed as a part of a Registration Statement
on Form S-4 with the Securities and Exchange Commission, Registration No. 33-18164, effective
October 29, 1987. PacifiCorp and UP&L are currently seeking the regulatory approvals required to
effect the merger. UP&L is an electric utility with its principal executive offices located in Salt Lake
City, Utah and conducts its electric utility operations in the States of Utah, Idaho and Wyoming.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports, proxy statements and other information with the Securities
and Exchange Commission. Such reports, proxy statements and other information may be inspected
and copied at the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; Room
1102, Jacob K. Javits Building, 26 Federal Plaza, New York, New York 10007; Suite 5OOF, 15757
Wilshire Boulevard, Los Angeles, California 90036; and Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604. Copies of such material may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports, proxy material and other information concerning the Company
may also be inspected at the New York and Pacific Stock Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange Commission
are incorporated in this Appendix by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1986.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1987.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1987.
(d) Quarterly Report on Form 10-Q for the quarter ended September 30, 1987.
(e) Proxy statement dated June 4, 1987 relating to the Company’s annual meeting of
stockholders held on July 7, 1987.
(f) Current Reports on Form 8-K dated May 7, 1987 and June 4, 1987.
(g) Registration Statement on Form S-4, effective October 29, 1987.
A-l
All reports filed pursuant to Section 13,14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Official Statement and prior to the termination of the offering made by this Official
Statement shall be deemed to be incorporated by reference in this Appendix A and to be a part hereof
from the date of filing such documents.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Official Statement has been delivered, on the request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated herein by reference, other
than exhibits to such documents. Requests for such copies should be directed to Robert F. Lanz, Vice
President and Treasurer, PacifiCorp, 1600 Pacific First Federal Center, 851 Southwest Sixth Avenue,
Portland, Oregon 97204. The telephone number is [phone].
The information contained and incorporated by reference in this Appendix A to the Official
Statement has been obtained from the Company. The Issuers and the Underwriter make no
representation as to the accuracy or completeness of such information.
A-2
APPENDIX B
THE SUMITOMO BANK, LIMITED
The Sumitomo Bank, Limited (“Sumitomo”) is a Japanese banking corporation organized under
the banking law of Japan. Sumitomo was formally established in 1895, although its earliest beginnings
date back about 400 years to the early 17th century when Masatomo Sumitomo started certain
businesses in the old capital of Kyoto.
The main business of Sumitomo is providing financial services to individuals, corporations and
governments. Such services include accepting deposits, processing short- and medium-term loans,
effecting money transfers and underwriting Japanese government bonds, national and local, as well
as a wide variety of other services in both domestic and international financial markets. With the
growth of the multinational corporation, Sumitomo has expanded its international services well beyond
the traditional areas of foreign trade and exchange.
Sumitomo is the second largest bank in the world as well as in Japan in terms of assets. As of
March 31, 1987, Sumitomo had total assets of approximately U.S. $265 billion, deposits of
approximately U.S. $179 billion, loans and bills discounted outstanding of approximately U.S. $136
billion and total stockholders’ equity of approximately U.S. $5 billion on a consolidated basis.
Sumitomo took its first step into international banking by concluding a correspondent agreement
with an overseas bank to handle remittance from Japanese citizens living in Hawaii. Shortly thereafter,
Sumitomo was among the first Japanese commercial banks to establish an international network. In
1916, Sumitomo established its first overseas branch in San Francisco. Since that time, Sumitomo has
expanded its international network to 16 branches located in New York, London, Hong Kong,
Dusseldorf, Madrid, Singapore, Brussels, Chicago, Seattle, Panama, Seoul, Milan, Barcelona, Houston,
Cayman and San Francisco; 23 representative offices located in Toronto, Vienna, Jakarta, Mexico City,
Tehran, Cairo, Bahrain, Sydney, Buenos Aires, Bangkok, Paris, Beijing, Kuala Lumpur, Melbourne,
Caracas, Zurich, Guangzhou, Atlanta, Stockholm, Frankfurt, Birmingham, Shanghai and Dailian; eight
subsidiaries, The Sumitomo Bank of California, Banco Sumitomo Brasileiro S.A., Sumitomo
International Finance A.G., Sumitomo Finance Overseas, S.A., Sumitomo Finance (Asia) Limited,
Sumitomo Perpetual Australia Limited, Gotthard Bank and Sumitomo Finance (Middle East) E.C.; and
seven principal affiliates. This network is supplemented by correspondent banking relationships with
over 1,500 institutions.
Sumitomo will provide without charge to each person to whom this Official Statement is delivered,
upon the request of any such person, a copy of its Annual Report. Written requests should be directed
to: The Sumitomo Bank, Limited, Seattle Branch, Suite 4600, 1001 Fourth Avenue Plaza, Seattle,
Washington 98154, Attention: Loan Department.
B-l
APPENDIX C
THE INDUSTRIAL BANK OF JAPAN, LIMITED
The Industrial Bank of Japan, Limited (IBJ) was incorporated as a quasi-governmental financial
institution on March 27,1902, under Japanese law. After World War II, IBJ’s legal status was changed
to that of a private corporation operating under the Long-Term Credit Bank Law, enacted in 1952.
The Long-Term Credit Bank Law provides for the establishment of banks whose specific purpose
is to provide long-term funds for Japanese industry, defined to include loans having maturities of more
than six months. This law further provides that long-term credit banks finance their operations
primarily by the sale of their own debentures. IBJ is also engaged in various securities activities and
provides international banking services, including foreign exchange trading.
IBJ is the oldest and largest of Japan’s long-term credit banks and, in terms of deposits and
debentures, is also one of the largest banks in Japan. According to the July 1987 issue of “Institutional
Investor,” IBJ was the eighth largest bank in the world in terms of assets. On March 31, 1987, on
a nonconsolidated basis, IBJ had total assets of approximately US$194 billion, total loans and bills
discounted outstanding of approximately US$106 billion, total debentures and deposits of approxi-
mately US$154 billion, and total shareholders’ equity of approximately US$3 billion.
In addition to its 24 domestic branches, IBJ has overseas branches in New York, Chicago, London,
Singapore, Paris and Hong Kong; an agency in Los Angeles; representative offices in Atlanta, Houston,
San Francisco, Washington, D.C., Bahrain, Bangkok, Beijing, Dalian, Dusseldorf, Frankfurt/Main,
Guangzhou, Jakarta, Kuala Lumpur, Madrid, Melbourne, Mexico City, Panama, Rio de Janeiro, Sao
Paulo, Shanghai, Sydney and Toronto; and overseas subsidiaries in New York, London, Frank-
furt/Main, Luxembourg, Zurich, Hong Kong, Toronto, Jakarta, Perth and Curacao. IBJ is publicly
owned, and its shares are listed on the Tokyo Stock Exchange and the Osaka Securities Exchange.
IBJ will provide without charge to each person to whom this Official Statement is delivered, upon
the request of any such person, a copy of its latest Annual Report, prepared in accordance with
Japanese law and accounting principles. Written requests should be directed to: The Industrial Bank
of Japan, Limited, Los Angeles Agency, 800 West Sixth Street, Los Angeles, California 90017,
Attention: PacifiCorp Account Manager.
C-l
APPENDIX D
DEUTSCHE BANK AG
Deutsche Bank AG, New York Branch, is a New York State-licensed branch of Deutsche Bank
AG (the “Bank”). The Bank is West Germany’s largest banking institution. It is the parent company
of a group consisting of commercial banks, mortgage banks, investment banking companies and
specialized institutions. The Bank is represented in over 500 towns and cities in the Federal Republic
of Germany through a network of more than 1,100 branches and through a subsidiary in each of Berlin
and the Saarland. The foreign network of the group, which is worldwide, consists of 15 branches, 17
representative offices and 12 wholly-owned subsidiaries of the Bank, including Deutsche Bank (Asia)
AG with 16 branches and subsidiaries, and Banca d’America e d’Italia S.p.A., Milan, of which the Bank
holds 98.3% of the voting shares, with 2 subsidiaries and 99 branches.
As of December 31, 1986, the group had total assets of DM257.2 billion (US$133.8 billion), total
loans of DM179.8 billion (US$93.5 billion), total funds from outside sources of DM233.8 billion (USg121.6
billion) and capital and reserves of DM10.0 billion (US$5.2 billion).
Upon request therefor, the Bank will provide without charge to each person to whom this Official
Statement is delivered a copy of the Annual Report of the Bank, which contains the consolidated
statements of the Bank for the fiscal year ended December 31, 1986. Written requests should be
directed to: Deutsche Bank AG, New York Branch, Post Office Box 890, New York, New York 10101,
Attention: Management.
D-l
APPENDIX E
NATIONAL WESTMINSTER BANK PLC
National Westminster Bank PLC (the “Bank”), together with its subsidiaries (the “Group”), is
engaged in a wide range of banking, financial and related activities in the United Kingdom and
throughout the world.
Based on consolidated total assets and deposits, the Group was the largest banking group in the
United Kingdom at December 31, 1986 and is among the larger international banking groups in the
world. At December 31,1986 the Group reported consolidated total assets of E83.3 billion, consolidated
total deposits of E69.3 billion and consolidated ordinary shareholders’ equity of E4.6 billion. The Group’s
audited financial statements for the fiscal year ended December 31,1986 have been filed on Form 20-F
with the Securities and Exchange Commission.
On July 28, 1987 the Group reported interim pretax profits of $Z251 million after a charge for
debt provisions of E564 million. The charge for bad and doubtful debts mainly reflects sovereign debt
provisions of E496 million. This brings the Group’s total sovereign debt cover to &886 million, which
is 29.5% of its ~3 billion outstandings to 35 problem countries.
The Group currently employs approximately 96,000 people worldwide. Its United Kingdom
operations are conducted directly through the Bank, which is one of the four major London Clearing
Banks, and through three additional banking subsidiaries and other subsidiary companies. Interna-
tional operations are conducted by the Bank and affiliated companies in the United Kingdom and in
36 other countries. The Group’s international business has concentrated on OECD countries and its
exposure to countries with liquidity difficulties is small relative to its total assets.
The Bank announced on August 5, 1987 that it had agreed to a cash purchase of First Jersey
National Corporation, an American banking group in New Jersey, for a purchase price of US9820
million. First Jersey National Corporation is the fourth largest banking group in New Jersey with
114 branches and is a leading institution with state-wide operations. The transaction is expected to
be completed shortly after January 1, 1988 subject to, inter alia, approval by the relevant regulatory
authorities and of the terms of the offer by First Jersey National Corporation shareholders.
On November 27,1987 the Bank announced that it had postponed for the time being its proposals
to undertake a public offering in Japan and to list its ordinary shares on the Tokyo Stock Exchange.
This decision has been taken in view of the significant changes which have taken place in the world
equity markets since the middle of October. The position will be kept under review.
In the United Kingdom the Group is supervised by the Bank of England with which periodic
reports are filed, together with other information as required. The Bank’s San Francisco Overseas
Branch is licensed by the State of California Banking Department and is subject to periodic
examination by the Department. By virtue of its ownership of National Westminster Bank USA, the
Bank is also subject to federal reporting requirements as a bank holding company.
E-l
APPENDIX F
ALTERNATIVE INTEREST RATES
The following is a description of the interest rate and purchase provisions of the Bonds while
the Bonds bear a Daily Interest Rate, Weekly Interest Rate, a Monthly Interest Rate, a Tender Rate
or a Fixed Interest Rate. The method by which the interest rate on the Bonds is determined can be
changed as described in the Official Statement under “CONVERSION OF RATE.”
Interest Provisions
Daily Interest Rate. With respect to each day the Bonds are to bear a Daily Interest Rate, the
Daily Interest Rate shall be determined by the Remarketing Agent to be the interest rate which, in
the judgment of the Remarketing Agent, when borne by the Bonds, would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any; provided, however, that (A) with respect to any day that is not
a Business Day, the Daily Interest Rate shall be the same rate as the Daily Interest Rate established
for the immediately preceding Business Day unless the Remarketing Agent is open for business on
such non-Business Day and determines a rate for such non-Business Day, in which case the Bonds
shall bear interest at the rate so determined, and (B) if for any reason a Daily Interest Rate is not
established by the Remarketing Agent or the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law with respect to any day, the Daily Interest Rate for
such day shall equal the Floating Interest Index determined by the Indexing Agent as of such day.
On the basis of such Daily Interest Rates, the Trustee shall calculate the amount of interest payable
during each Interest Period on the Bonds bearing interest at a Daily Interest Rate.
Weekly Interest Rate. With respect to each week the Bonds are to bear interest at a Weekly
Interest Rate, the Weekly Interest Rate on the Bonds shall be determined by the Remarketing Agent
by 12:00 noon, New York, New York time, on Wednesday of each week to be the interest rate which,
in the judgment of the Remarketing Agent, when borne by the Bonds would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any. While the Bonds bear interest at the Weekly Interest Rate, the
Remarketing Agent shall on the next to the last Business Day of each Interest Period provide in
writing to the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the Trustee
the Weekly Interest Rates in effect during such Interest Period. In the determination of the Weekly
Interest Rate, the following special provisions shall apply:
(1) In the event the Remarketing Agent shall fail or refuse for any week to determine the
Weekly Interest Rate, the Weekly Interest Rate shall be the same as for the next preceding week.
(2) If for any reason (i) a Weekly Interest Rate is not established by the Remarketing Agent
for any two successive weeks or (ii) the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law, the Weekly Interest Rate for such week (or the
second of such successive weeks, in the case of (i) above) shall equal the Floating Interest Index
(as described in the Indenture) determined by the Indexing Agent (initially E.F. Hutton &
Company Inc.) for such week.
Monthly Interest Rate. With respect to each Interest Period the Bonds are to bear interest at
a Monthly Interest Rate, the Monthly Interest Rate shall be determined on the first Business Day
of such Interest Period by the Remarketing Agent to be that rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on the first day of such Interest
Period at the principal amount thereof. If for any reason a Monthly Interest Rate is not established
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any Interest Period, the Monthly Interest Rate
for such Interest Period shall equal the Floating Interest Index determined by the Indexing Agent
for such Interest Period.
F-l
Tender Interest Rate. With respect to each Tender Period the Bonds are to bear interest at
a Tender Interest Rate, the Tender Interest Rate shall be determined by the Remarketing Agent as
follows. On the Business Day next preceding the first day of a Tender Period, the Remarketing Agent
shall determine the Tender Interest Rate, which shall be the rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell all of the Bonds on the first day of such Tender
Period at the principal amount thereof.
If for any reason a Tender Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law
with respect to any Tender Period, the Tender Interest Rate for such Tender Period shall equal the
Floating Interest Index determined by the Indexing Agent as of the first day of such Tender Period.
Promptly after the determination of each Tender Interest Rate, the Trustee shall mail a notice
by first-class mail to each Owner of a Bond, at the address shown on the registration books of the
Issuer maintained by the Registrar, advising such Owner of such Tender Interest Rate and of the
Tender Period for which such Tender Interest Rate will be in effect. Failure by the Trustee to give
any such notice by mailing, or any defect therein, shall not affect the Tender Interest Rate to be borne
by the Bonds in any Tender Period.
Fixed Interest Rate. The Fixed Interest Rate shall be determined by the Remarketing Agent
as follows. On the Business Day next preceding the effective date of the Fixed Interest Rate, the
Remarketing Agent shall determine the Fixed Interest Rate, which shall be the rate which would be
the minimum interest rate necessary to enable the Remarketing Agent to sell all of the Bonds on
the effective date of the Fixed Interest Rate at the principal amount thereof.
If for any reason the Fixed Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law,
the Fixed Interest Rate shall equal the Fixed Interest Index (as defined in the Indenture) determined
by the Indexing Agent as of the effective date of the Fixed Interest Rate.
Promptly after the determination of the Fixed Interest Rate, the Trustee shall mail a notice by
first-class mail to each Owner of a Bond, at the address shown on the registration books of the Issuer
maintained by the Registrar, advising such Owner of such Fixed Interest Rate. Failure by the Trustee
to give any such notice by mailing, or any defect therein, shall not affect the Fixed Interest Rate to
be borne by the Bonds.
Conclusiveness of Determination. The computation of the Floating Interest Index and the
Fixed Interest Index by the Indexing Agent, and the determination of any interest rate by the
Remarketing Agent or the Indexing Agent, shall be conclusive and binding upon the Issuer, the
Trustee, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), the Company,
the Registrar, the Remarketing Agent and the Owners of the Bonds.
Purchase Provisions
Purchase on Demand of Owner While Bonds Bear Daily interest Rate. While the Bonds bear
interest at a Daily Interest Rate, any Bond shall be purchased on the demand of the Owner thereof,
on any Business Day, at a purchase price equal to the principal amount thereof plus accrued interest,
if any, to the date of purchase (provided that if such Business Day occurs prior to the Interest Payment
Date for any Interest Period and after the Record Date in respect thereto, the purchase price will
equal the principal amount thereof plus accrued interest, if any, only from such Record Date to the
date of purchase), upon (A) delivery to the Remarketing Agent (and at the option of an Owner which
is an Investment Company, with a copy to the Trustee) at its Principal Office, by no later than 9:30
a.m., New York, New York time, on such Business Day, of a written notice or a telephonic notice,
promptly confirmed by tested telex, which states the principal amount of such Bond to be purchased
and the date on which the same shall be purchased pursuant to this paragraph, and (B) delivery of
such Bond (with all necessary endorsements) to the Remarketing Agent at its Principal Office, at or
prior to 9:30 a.m., New York, New York time, on the date specified in such notice.
Purchase on Demand of Owner While Bonds Bear Weekly Interest Rate.
(a) Except as provided in the next sentence, while the Bonds bear interest at a Weekly
Interest Rate, any Bond shall be purchased, on the demand of the Owner thereof, on any
F-2
Wednesday at a purchase price equal to the principal amount thereof plus accrued interest, if
any, to the date of purchase, upon: (i) delivery to the Principal Office of the Remarketing Agent
of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent, in which case
written notice delivered to the Principal Office of the Trustee shall be required) by la00 a.m.,
New York, New York time, on the Tuesday preceding such Wednesday, which states the
aggregate principal amount thereof; (ii) delivery of such Bond (with all necessary endorsements)
and, in the case of a Bond to be purchased prior to the Interest Payment Date for any Interest
Period and after the Record Date in respect thereto, a due-bill, in form satisfactory to the
Remarketing Agent, at the Principal Office of the Remarketing Agent at or prior to 10:00 a.m.,
New York, New York time, on such Wednesday; provided, however, that such Bond shall be so
purchased only if the Bond so delivered to the Remarketing Agent shall conform in all respects
to the description thereof in the aforesaid notice. In the event that in any week both Monday and
Tuesday are not Business Days, or both Tuesday and Wednesday are not Business Days, there
shall be no purchase pursuant to this paragraph for such week; in all other events, the procedures
described in this paragraph to occur on either Tuesday or Wednesday, should either day not be
a Business Day, shall occur on the next succeeding Business Day. An Owner who gives the notice
set forth in clause (i) above may repurchase the Bonds so tendered with such notice on such
Wednesday if the Remarketing Agent agrees to sell the Bonds so tendered to such Owner. If
such Owner decides to repurchase such Bonds and the Remarketing Agent agrees to sell the
specified Bonds to such Owner prior to delivery of such Bonds as set forth in clause (ii)
hereinabove, the delivery requirement set forth in such clause (ii) shall be waived.
(b) While the Bonds bear interest at a Weekly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent of a written notice (and at the option of an Owner
which is an Investment Company, with a copy to the Trustee) which (i) states the aggregate
principal amount of such Bond and (ii) states the date on which such Bond shall be purchased
pursuant to this subparagraph (b), which date shall be a Business Day not prior to the seventh
day next succeeding the date of the delivery of such notice to the Remarketing Agent; and (2)
delivery of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased
prior to the Interest Payment Date for any Interest Period and after the Record Date in respect
thereto, a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 10:00 a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.
Purchase on Demand of Owner While Bonds Bear Monthly Interest Rate.
(a) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Interest Payment Date at a purchase price equal
to the principal amount thereof, upon (1) delivery to the Principal Office of the Remarketing Agent
at or prior to 4:00 p.m., New York, New York time, on the third Business Day prior to such Interest
Payment Date of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent,
in which case written notice delivered to the Principal Office of the Trustee shall be required)
which (i) states the aggregate principal amount of such Bond and (ii) states that such Bond shall
be purchased on such Interest Payment Date pursuant to this subparagraph (a); and (2) the
delivery of such Bond (with all necessary endorsements) at the Principal Office of the Remarketing
Agent at or prior to 10:00 a.m., New York, New York time, on such Interest Payment Date;
provided, however, that such Bond shall be so purchased pursuant to this subparagraph (a) only
if the Bond so delivered to the Remarketing Agent shall conform in all respects to the description
thereof in the aforesaid notice. An Owner who gives the notice set forth in clause (1) hereinabove
may repurchase the Bonds so tendered on such Interest Payment Date if the Remarketing Agent
agrees to sell the Bonds so tendered to such Owner. If such Owner decides to repurchase such
Bonds and the Remarketing Agent agrees to sell the specified Bonds to such Owner prior to
F-3
delivery of such Bonds as set forth in clause (2) hereinabove, the delivery requirement set forth
in such clause (2) shall be waived.
(b) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent (and at the option of an Owner which is an Investment
Company, with a copy to the Trustee) of a written notice which (i) states the aggregate principal
amount of such Bond and (ii) states the date on which such Bond shall be purchased pursuant
to this subparagraph (b), which date shall be a Business Day not prior to the seventh day next
succeeding the date of the delivery of such notice to the Remarketing Agent; and (2) delivery
of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased prior
to the Interest Payment Date for any Interest Period and after the Record Date in respect thereto,
a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 10:00 a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.
Purchase While Bonds Bear Tender Interest Rate.
(a) While the Bonds bear interest at a Tender Interest Rate, any Bond shall be purchased
on the day (which is not a Conversion Date) next succeeding the last day of any Tender Period
(a “Purchase Date”) at a purchase price equal to the principal amount thereof unless the Owner
of the Bond delivers a completed Bondholder Election Notice (as defined in the Indenture) to the
Principal Office of the Trustee (as defined in the Indenture) or any office designated by the Trustee
between the opening of business on the twenty-first day next preceding the Purchase Date and
the close of business on the seventh day next preceding the Purchase Date (or if such twenty-first
or seventh day is not a Business Day, the next succeeding Business Day). The delivery of a
Bondholder Election Notice by an Owner to retain his Bond is irrevocable and binding on such
Owner and cannot be withdrawn. The Trustee shall give the Remarketing Agent telephonic notice,
promptly confirmed in writing, specifying the principal amount of Bonds for which Bondholder
Election Notices have been received. Not later than the fifteenth day next preceding the Purchase
Date, the Trustee shall give notice by first-class mail to the Owners of the Bonds stating (i) the
last day of the Tender Period, (ii) that the Bonds will be purchased on the Purchase Date unless
the Owner of the Bond delivers a completed Bondholder Election Notice (a copy of which shall
accompany the notice from the Trustee) to the Trustee as provided in the Indenture between the
opening of business on the twenty-first day and the close of business on the seventh day next
preceding the Purchase Date (or if such seventh day is not a Business Day, the next succeeding
Business Day) and (iii) that after the Purchase Date the Bonds will bear interest at a Tender
Interest Rate for a Tender Period of the same length as the then current Tender Period.
If during any Tender Period the Company fails to deliver to the Trustee a notice of conversion
as described under the caption “CONVERSION OF RATE-conversion to Fixed Interest Rate, Tender
Interest Rate or Floating Interest Rates,” from and after the Purchase Date the Bonds shall bear
interest at a Tender Interest Rate for a Tender Period of the same length as that ending on the
day immediately preceding such Purchase Date.
Any Owner of a Bond who does not deliver a completed Bondholder Election Notice as
described above must deliver such Bond (with any necessary endorsements) to the Principal Office
of the Trustee, not later than 10:00 a.m., New York, New York time, on the Purchase Date.
Any Owner who delivers a completed Bondholder Election Notice as described above in order
to retain a portion of a Bond must deliver such Bond (with any necessary endorsements) to the
Principal Office of the Trustee at the same time as the delivery of such Bondholder Election Notice.
If an Owner so elects to retain a portion of a Bond, the Trustee shall, in accordance with the
provisions of the Indenture, deliver to such Owner a principal amount of Bonds in Authorized
Denominations equal to the portion of the Bond so retained.
F-4
(b) Bonds or portions thereof to be purchased as provided in paragraph (a) above which are
not delivered by the Owners thereof to the Trustee as above provided shall nonetheless be deemed
to have been delivered by the Owner thereof for purchase and to have been purchased; provided
that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Thereafter, the Trustee
shall authenticate a new Bond as provided in the Indenture. Moneys deposited with the Trustee
for purchase of Bonds pursuant to the Indenture shall be held in trust in a separate escrow account
(without liability for interest thereon) and shall be paid to the Owners of such Bonds upon
presentation thereof. The Trustee shall within five days after the Purchase Date give written
notice to the Company whether Bonds have not been delivered, and upon direction to do so by
the Company, the Trustee shall give notice by mail to each Owner whose Bonds are deemed to
have been purchased pursuant to the Indenture, which notice shall state that interest on such
Bonds ceased to accrue on the Purchase Date and that moneys representing the purchase price
of such Bonds are available against delivery thereof at the Principal Ofice of the Trustee. The
Trustee shall hold moneys deposited by the Company or drawn by the Trustee under the Letter
of Credit or an Alternate Credit Facility, as the case may be, for the purchase of Bonds as provided
in the Indenture, without liability for interest thereon, for the benefit of the former Owner of
the Bond on such Purchase Date, who shall thereafter be restricted exclusively to such moneys
for any claim of whatever nature on his part under the Indenture or on, or with respect to, such
Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of
Bonds, if any, within six months after such Purchase Date shall be paid by the Trustee to the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be) to the extent of any
amount payable under the Reimbursement Agreement, and the balance shall be paid by the
Trustee to the Company upon the written direction of the Authorized Company Representative
consented to in writing by the Bank (or the Obligor on the Alternate Credit Facility, as the case
may be), and thereafter the former owners shall be entitled to look only to the Company for
payment, and then only to the extent of the amount so repaid to the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) and/or the Company, and the Company shall not
be liable for any interest thereon and shall not be regarded as a trustee of such money.
F-5
. .
SUMMARYTABLE
The information contained in this table is summary in nature and is qualified in its entirety by reference to the remainder of the Official Statement
to which this is attached. the Indentures and the Bonds.
CP PROGRAM
SUMMARY OF MODES
(Initial Mode: CP)
Glossary
Bank-Bank or Obligor on the CD or Conversion Date-The effective date of a conversion from one
Alternate Credit Facility, as method of determining the interest rate to another
the case may be CP Date-For each Bond, the first day next succeeding the last day
BD-Business Day of a CP Period
BH-Bond Holder CP Parameters-The parameters stated in the Indenture for estab-
lishing CP Periods
CP Period-For each Bond, the period (I-270 days or, at Company’s
option, l-365 or -366 days, as applicable to a particular year)
which is selected by the BH
IAD--Interest Accrual Date
IPD--Interest Payment Date
LC-The initial Letter of Credit or any Alternate Credit Facility
PD or Purchase Date-For each Bond bearing Tender Rate, the day
on which a BH may demand purchase at par
RA-Remarketing Agent
RD-Record Date
TP or Tender Period-For each Bond bearing a Tender Rate, the
period of time in integral six-month periods ending on the day
preceding the PD
‘IT-Trustee
Note: All times set forth are New York City time.
1. Structure
Authorized
Denominations
BH Option to Tender
Floating Rate and Tender Rate (Put Periods less than maximum CP Period) Tender Rate Fixed Rate
CP
$100,000 or integral
multiples
On the CP Date with
delivery of Bond to
RA, unless BH gives
written or telephonic
notice to RA by
5 p.m. on BD next
preceding CP Date of election not to ten-
~iZs,“,e~?~~R%tice
not given.
Daily
Same
On any BD with
written or telephonic
notice to RA by 9:30
a.m. and delivery of
Bond to RA by 930
a.m.
Weekly
Same
(i) On any BD with 7 days’ written notice to RA (Investment Company has ri ht to send copy to +iT) and delivery of Bond to RA by 10 a.m. on
ii urchase date speci- ed in the notice or (ii) on any Wed. with
telephonic notice to
RA (if ‘IT is serving as RA, written notice
to ‘IT) the receding
Tues. by 1 f a.m. and
delivery of Bond to
RA by 10 a.m. on
Wed.
Monthly
Same
(i) On any BD with ‘7 days’ written notice to RA (Investment Company has ri ht to send copy to +b and delivery of Bond to RA by 10 a.m. on
i
urchase date speci-
ed in the notice or
(ii) on any IPD with
3 BDs’ telephonic no-
tice to RA and deliv-
ery of Bond to RA
b 10 a.m. on the
IHD.
One Year or Longer Tender Period
$5,600 or integral Same Same multiples
Bonds deemed ten- Same dered on PD unless
Not Applicable
BH notifies RA be- tween the 21st day prior to such date and the 7th such day prior to such date
that he wishes to
keep his Bond and
delivers a Bond-
holder Election No-
tice to such effect.
CP
I. Structure (cont.)
Frequency of Change Each Bond’s rate in Interest Rate (not including conver$ion)
Interest Rate Determination
Interest Rate Announced
Floating Rate and Tender Rate (Put Periods less than 270 Days) Tender Rate Fixed Rate
B-Month Tender One Year or Longer
Daily Weekly Monthly Period Tender Period
Daily Weekly (effective Monthlv Semiannuallv Each PD Not Annlicable
changes on its re- specttve CP Date Wed.-Tues.) -.
The interest rate will be the rate per annum determined by the RA to be the rate necessary to enable the RA to sell such Bond at par plus accrued interest, if applicable, on the date such interest rate is to take effect.
On the CP Date Each BD 12 noon of each Wed. First BD of calendar Same month 21 days prior to PD,, notice to BH of mim- 21 days prior to CD,. notice to BH of mim- mum and maximum mum and maximum interest rates; actual interest rates; actual interest rate an- interest rate an- nounced on BD prior
to PD nounced on BD prior to CD
CP Date Fifth day after last
da
Each January 1 and Same Same
ca endar month P
of preceding
r;;sthBD of each In’,irs\lBD of each
July 1
In all cases, on IPD by check or draft to registered owner as of Record Date; wire transfer at option of owners of $1 million or more.
g;;& Payment
Interest Payment
f;r;yt Accrual
9 4 Record Date
Accrued Interest
Calculation
Optional Redemption
Mandatory
Redemption
Mandatory Purchase
or Redemption
Right of BH to Opt
Out of Mandatory
Redemption Upon
Conversion
Last day of CP
Period
ko;tt$ay of calendar
Third day precedin IAD exce t when P Period is ess than 4 p t IAD
days, in which case, tpheiAd day of CP
365/366 and actual Same
days elapsed
$; gq;;f;;;fz;te Same
ing calendar month
First day on which the interest rate is FLhd day preceding
determined next pre- ceding an IPD
fp”x next preceding
Fifteenth day of cal- endar month preced- ing IPD
Same
Same
Same
Same
Same Same 360-day year of 12 30-da months, ac-
tual ays elapsed CT
Same Same
In Floating Rate structures upon 30 days’ notice, in whole or in part, on an
Tender Rate and Fixed Rate structures, Optional Redemption and No-Call 8.
IPD, or with respect to CP Bonds, on any BD, at par plus accrued interest, if any. In
eriod set forth on pages 17 and 18 of the Official Statement.
While Bonds bear Tender Rate or Fixed Rate, in whole or in part upon the occurrence of determination of taxability.
In all cases, upon CD and on IPD or BD preceding expiration or termination of Letter of Credit or Alternate Credit Facility.
Notice to ‘IT on or Same Same Same Notice to TI’ on or Same Same before 3rd BD prior
to CD
F;f;; 6th BD prior
Floating Rate and Tender Rate (Put Periods less than 270 Days) Tender Rate Fixed Rate
One Year or Longer
CP Daily Weekly Monthly 6.Mo;;F,T;nder Tender Period
II. Adjustment of Structure by Company
E;;vve”rft Decision to
Interest Rate to which Bonds can be
converted
Date Conversion
Becomes Effective
Notice to BH of Conversion
Opinion of Counsel Required to Convert
At Company’s discre- Same Same Same
tion, with notice to
FL&M’, Issuer and
In all cases, Bonds can be converted to a Floating Rate, any Tender Rate or a Fixed Rate.
Same Same Same
Any BD not less Same Same Same IPD
than 30 days after Company ,gives no-
iiz&%?E~r:~~
10 to 15 days prior Same Same Same to CD
Yes Yes Yes Yes
Same
Yes
bt?o;fter No-Call Same
Same
Yes
Same
Yes

D-1
APPENDIX D

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

City of Forsyth, Rosebud County, JPMorgan Chase Bank, National Association
Montana 383 Madison Avenue
247 North Ninth Street New York, New York 10179
Forsyth, Montana 59327
Re: $45,000,000
City of Forsyth, Rosebud County, Montana
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of January 1, 1988 (the “Loan Agreement”), between the City of Forsyth,
Rosebud County, Montana (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date
hereof, payment of principal and purchase price of and interest on the Bonds was secured by a
credit facility issued by BNP Paribas. On the date hereof, the Company desires to deliver a
Letter of Credit (the “Letter of Credit”) to be issued by JPMorgan Chase Bank, National
Association (the “Bank”), for the benefit of the Trustee.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of
January 1, 1988 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”) and related documents, and upon
representations, including regarding the consent of the Owners, made to us without undertaking
to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-2
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit, the validity under the Act of the
Bonds and will not cause interest on the Bonds to become includible in the gross income
of the owners thereof for federal income tax purposes.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with other than with respect to the Company in connection with (a) the
adjustment of the interest rate on the Bonds described in our opinion dated February 28, 1996,
(b) the delivery of an Alternate Credit Facility, dated as of December 19, 1996, (c) the delivery
of an Alternate Credit Facility, dated as of December 12, 2001, (d) delivery of the Prior Letter of
Credit, dated September 15, 2004 and (e) the delivery of the Letter of Credit described herein.
Accordingly, we do not express any opinion with respect to the Bonds, except as described
above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

E-1
APPENDIX E

[FORM OF LETTER OF CREDIT]

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

April 18, 2012
U.S. $45,961,644.00
Letter of Credit No. CPCS-352394
CUSIP No. 346668 BG0

The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”) under the Trust Indenture
dated as of January 1, 1988 (the “Indenture”),
between City of Forsyth, Rosebud County, Montana
(the “Issuer”) and the Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

Ladies and Gentlemen:
We hereby establish in your favor as Trustee for the benefit of the holders of the Bonds (as
hereinafter defined), our irrevocable transferable Letter of Credit No. CPCS-352394 for the
account of PacifiCorp, an Oregon corporation (the “Borrower”), whereby we hereby irrevocably
authorize you to draw on us from time to time, from and after the date hereof to and including
the earliest to occur of our close of business on: (i) April 18, 2013 (as extended from time to
time, the “Stated Expiration Date”), (ii) the earlier of (A) the date which is fifteen (15) days
following the date of conversion of the interest rate on all of the Bonds to a fixed interest rate
pursuant to Section 4.01 of the Indenture, as such date is specified in a certificate in the form of
Annex A hereto (the “Conversion Date”) or (B) the date on which the Bank honors a drawing
under the Letter of Credit on or after the Conversion Date, (iii) the date which is fifteen (15) days
following receipt from you of a certificate in the form set forth as Annex B hereto, (iv) the date
on which an Acceleration Drawing is honored by us, and (v) the date which is fifteen (15) days
following receipt by you of a written notice from us specifying the occurrence of an Event of
Default under the Reimbursement Agreement dated as of April 18, 2012, between the Borrower
and us (the “Reimbursement Agreement”) and directing you to accelerate the Bonds (such
earliest date, the “Termination Date”), a maximum aggregate amount not exceeding forty-five
million nine hundred sixty-one thousand six hundred forty-four United States Dollars (U.S.
$45,961,644 - the “Original Stated Amount”) to pay principal of and accrued interest on, or the
purchase price of, the U.S. $45,000,000 Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1988 issued by the Issuer (the “Bonds”), in
accordance with the terms hereof (said U.S. $45,961,644 having been calculated to be equal to
U.S. $45,000,000 (forty-five million U.S. Dollars), the original principal amount of the Bonds,

E-2
plus U.S. $961,644 (nine hundred sixty-one thousand six hundred forty-four U.S. Dollars), which
is 65 days’ accrued interest on said principal amount of the Bonds at the rate of twelve percent
(12.0%) per annum calculated on a 365-day basis (the “Cap Interest Rate”)). This credit is
available to you against presentation of the following documents (the “Payment Documents”)
presented to JPMorgan Chase Bank, N.A. (the “Issuing Bank”) as described below:
A certificate (with all blanks appropriately completed) (i) in the form attached as Annex C hereto
to pay accrued interest on the Bonds as provided for under Section 6.04 of the Indenture (an
“Interest Drawing”), (ii) in the form attached as Annex D hereto to pay the principal amount of
and accrued interest on the Bonds in respect of any redemption of the Bonds as provided for in
Section 3.10, 3.11 or 3.12 of the Indenture (a “Redemption Drawing”), provided that in the event
the date of redemption or purchase coincides with an Interest Payment Date (as defined in the
Indenture) the Redemption Drawing shall not include any accrued interest on the Bonds (which
interest is payable pursuant to an Interest Drawing), (iii) in the form attached as Annex E hereto,
to allow Barclays Capital, as Remarketing Agent (together with its permitted successors and
assigns, the “Remarketing Agent”), to pay the purchase price of Bonds tendered for purchase as
provided for in Section 3.01, 3.02, 3.03, 3.04, or 3.05 of the Indenture which have not been
successfully remarketed or for which the purchase price has not been received by the
Remarketing Agent by 10:00 A.M., New York, New York time, on the purchase date (a
“Liquidity Drawing”), provided that in the event the purchase date coincides with an Interest
Payment Date, the Liquidity Drawing shall not include any accrued interest on the Bonds (which
interest is payable pursuant to an Interest Drawing), (iv) in the form attached as Annex F hereto,
to pay the principal of and accrued interest in respect of Bonds the payment of which has been
accelerated pursuant to Section 9.02(a) of the Indenture (an “Acceleration Drawing”), or (v) in
the form attached as Annex G hereto to pay the principal amount of Bonds maturing on January
1, 2018 (a “Stated Maturity Drawing”), each certificate to state therein that it is given by your
duly authorized representative and dated the date such certificate is presented hereunder. No
drawings shall be made under this Letter of Credit for Pledged Bonds (as defined in the
Indenture) or Bonds registered in the name of the Company.

All drawings shall be made by presentation of each Payment Document by facsimile (at
facsimile number [phone] or alternately to [phone]), Attention: Standby Service
Unit, without further need of documentation, including the original of this Letter of Credit, it
being understood that each Payment Document so submitted is to be the sole operative
instrument of drawing.

We agree to honor and pay the amount of any Interest, Redemption, Liquidity, Acceleration or
Stated Maturity Drawing if presented in compliance with all of the terms of this Letter of Credit.
If such drawing, other than a Liquidity Drawing, is presented prior to 3:00 P.M., New York, New
York time, on a Business Day, payment shall be made to the account number or address
designated by you of the amount specified, in immediately available funds, by 10:00 A.M., New
York, New York time, on the following Business Day. If any such drawing, other than a
Liquidity Drawing, is presented at or after 3:00 P.M., New York, New York time, on a Business
Day, payment shall be made to the account number or address designated by you of the amount
specified, in immediately available funds, by 1:30 P.M., New York, New York time, on the
following Business Day. If a Liquidity Drawing is presented prior to 12:00 Noon, New York,
New York time, on a Business Day, payment shall be made to the account number or address

E-3
designated by you of the amount specified, in immediately available funds, by 2:00 P.M., New
York, New York time, on the same Business Day. If a Liquidity Drawing is presented at or after
12:00 Noon, New York, New York time, payment shall be made to the account number and at
such bank designated by you of the amount specified, in immediately available funds, by 10:00
A.M., New York, New York time, on the following Business Day. Payments made hereunder
shall be made by wire transfer to you or by deposit into your account with us in accordance with
the instructions specified by the Trustee in the drawing certificate relating to a particular drawing
hereunder. “Business Day” means any day other than a day on which banking institutions in the
city in which the principal corporate trust office of the Trustee or the principal corporate trust
office of the Tender Agent or the principal office of the Remarketing Agent (as defined in the
Indenture) is located, or the city where the office of the Issuing Bank where drawings are made
hereunder is located, are required or authorized by law to remain closed, or other than a day on
which the New York Stock Exchange is closed.

The Available Amount (as hereinafter defined) will be reduced automatically by the amount of
any drawing hereunder; provided, however, that the amount of any Interest Drawing hereunder
shall be automatically reinstated on the 9th (ninth) Business Day after payment by us of such
drawing unless the Issuing Bank gives notice of an Event of Default under the Reimbursement
Agreement. After payment by us of a Liquidity Drawing, the obligation of the Issuing Bank to
honor drawings under this Letter of Credit will be automatically reduced by an amount equal to
the Original Purchase Price of any Bonds (or portions thereof) purchased pursuant to said
drawing. In addition, prior to the Conversion Date, in the event of the remarketing of the Bonds
(or portions thereof) previously purchased with the proceeds of a Liquidity Drawing, our
obligation to honor drawings hereunder shall be automatically reinstated concurrently upon
receipt by the Issuing Bank, or the Trustee on the Issuing Bank’s behalf, of an amount equal to
the Original Purchase Price of such Bonds (or portion thereof) plus accrued interest thereon as
required under the Reimbursement Agreement as specified in a certificate in the form of Annex
L hereto (a “Reinstatement Certificate”); the amount of such reinstatement shall be equal to the
Original Purchase Price of such Bonds (or portions thereof). “Original Purchase Price” shall
mean the principal amount of any Bond purchased with the proceeds of a Liquidity Drawing plus
the amount of accrued interest on such Bond paid with the proceeds of a Liquidity Drawing (and
not pursuant to an Interest Drawing) upon such purchase.

Upon receipt by us of a certificate of the Trustee in the form of Annex H hereto, the Letter of
Credit will automatically and permanently reduce the amount available to be drawn hereunder by
the amount specified in such certificate. Such reduction shall be effective as of the next Business
Day following the date of delivery of such certificate.

Upon any permanent reduction of the Available Amount to be drawn under this Letter of Credit,
as provided herein, we will deliver to you an amendment to this Letter of Credit substantially in
the form of Annex I hereto to reflect any such reduction. The “Available Amount” shall mean
the Original Stated Amount (i) less the amount of all prior reductions pursuant to Interest,
Redemption, Liquidity, Acceleration or Stated Maturity Drawings, (ii) less the amount of any
reduction thereof pursuant to a certificate in the form of Annex H hereto, (iii) plus the amount of
all reinstatements as above provided.

E-4
Prior to the Termination Date, we may extend the Stated Expiration Date from time to time at the
request of the Borrower by delivering to you an amendment to this Letter of Credit in the form of
Annex K hereto designating the date to which the Stated Expiration Date is being extended.
Each such extension of the Stated Expiration Date shall become effective on the Business Day
following delivery of such notice to you and thereafter all references in this Letter of Credit to
the Stated Expiration Date shall be deemed to be references to the date designated as such in
such notice. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.

Upon the Termination Date this Letter of Credit shall automatically terminate and be delivered to
the Issuing Bank for cancellation. Failure to deliver said Letter of Credit will have no effect on
the Termination Date, and the Letter of Credit will still be considered terminated.

This Letter of Credit is transferable to any transferee who has succeeded you as Trustee under
the Indenture, and may be successively transferred. Any transfer request must be affected by
presenting to us the attached form of Annex J signed by the transferor and the transferee together
with the original Letter of Credit. Upon our endorsement of such transfer, the transferee instead
of the transferor shall, without necessity of further action, be entitled to all the benefits of and
rights under this Letter of Credit in the transferor’s place; provided that, in such case, any
certificates of the Trustee to be provided hereunder shall be signed by one who states therein that
he is a duly authorized officer or agent of the transferee.

Communications with respect to this Letter of Credit shall be addressed to us at JPMorgan Chase
Bank, N.A., 131 South Dearborn, 5th Floor, Mail Code IL1-0236, Chicago, Il 60603-5506,
Attention: Standby Letter of Credit Unit, specifically referring to the number of this Letter of
Credit. For telephone assistance, please contact the Standby Client Service Unit at 1-800-634-
1969, select Option 1, or 1-312-385-7910, and have this Letter of Credit number available.

Except as expressly stated herein, this Letter of Credit is governed by, and construed in
accordance with the International Standby Practices, ICC Publication No. 590 (the “ISP98”). As
to matters not governed by the ISP98, this Letter of Credit shall be governed by and construed in
accordance with the laws of the State of New York, including without limitation the Uniform
Commercial Code as in effect in the State of New York, without regard to principals of conflict
of laws.

All payments made by us hereunder shall be made from our funds and not with the funds of any
other Person.

E-5
This Letter of Credit sets forth in full the terms of our undertaking, and such undertaking shall
not in any way be modified or amended by reference to any other document whatsoever.

Very truly yours,

JPMorgan Chase Bank, N.A.

By: ______________________________
Name:
Title:
ANNEX A
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-6

NOTICE OF CONVERSION DATE
[Date]
JPMorgan Chase Bank, N.A.
131 South Dearborn
5th Floor, Mail Code IL1-0236
Chicago, IL 60603-5506

Attn: Standby Letter of Credit Unit

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), which has been established by you for the
account of PacifiCorp, an Oregon corporation, in favor of the Trustee.

The undersigned hereby certifies and confirms that the Conversion Date has occurred on [insert
date], and, accordingly, said Letter of Credit shall terminate 15 days after such Conversion Date
in accordance with its terms.

All defined terms used herein which are not otherwise defined herein shall have the same
meaning as in the Letter of Credit.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By:
[Title of Authorized
Representative]
ANNEX B
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-7

NOTICE OF TERMINATION

[Date]

JPMorgan Chase Bank, N.A.
131 South Dearborn
5th Floor, Mail Code IL1-0236
Chicago, IL 60603-5506

Attn: Standby Letter of Credit Unit

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), which has been established by you for the
account of PacifiCorp, an Oregon corporation in favor of the Trustee.

The undersigned hereby certifies and confirms that [(i) no Bonds (as defined in the Letter of
Credit) remain Outstanding within the meaning of the Indenture, (ii) all drawings required to be
made under the Indenture and available under the Letter of Credit have been made and honored,
or (iii) [a Substitute Letter of Credit] [an Alternate Credit Facility] (as defined in the Indenture)
has been provided to replace the Letter of Credit pursuant to the Indenture and Section 4.03(__)
of the Loan Agreement dated as of January 1, 1988, between the Issuer and the Borrower,]* and,
accordingly, the Letter of Credit shall be terminated in accordance with its terms.

All defined terms used herein which are not otherwise defined shall have the same meaning as in
the Letter of Credit.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By
[Title of Authorized
Representative]

* Insert appropriate subsection.
ANNEX C
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-8

INTEREST DRAWING CERTIFICATE

JPMorgan Chase Bank, N.A.
facsimile number [phone]
alternately to [phone])

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

2. The Beneficiary is entitled to make this drawing in the amount of U.S.
$_____________ under the Letter of Credit pursuant to the Indenture with respect to the
payment of interest due on all Bonds outstanding on the Interest Payment Date (as defined in the
Indenture) occurring on [insert applicable date][, other than Pledged Bonds (as defined in the
Indenture)] or Bonds registered in the name of the Company.

3. The amount of the drawing is equal to the amount required to be drawn by the
Trustee pursuant to Section 6.04 of the Indenture.

4. The amount of the drawing made by this Certificate was computed in compliance
with the terms of the Indenture and, when added to the amount of any other drawing under the
Letter of Credit made simultaneously herewith, does not exceed the Available Amount (as
defined in the Letter of Credit).

5. Payment by the Bank pursuant to this drawing shall be made to
______________________________, ABA Number _______________, Account Number
______________, Attention: ___________________________________, Re:
_________________________.

(Signature Page Follows)

ANNEX C
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394
(CONTINUED)

E-9
IN WITNESS WHEREOF, this Certificate has been executed this ____ day of
____________________, 20___.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By
[Title of Authorized
Representative]
ANNEX D
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-10

REDEMPTION DRAWING CERTIFICATE

JPMorgan Chase Bank, N.A.
facsimile number [phone]
alternately to [phone])

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

2. The Beneficiary is entitled to make this drawing in the amount of U.S.
$____________ under the Letter of Credit pursuant to Section [3.10][3.11][3.12] * of the
Indenture.

3. (a) The amount of this drawing is equal to (i) the principal amount of Bonds to be
redeemed by the Issuer (as defined in the Letter of Credit) pursuant to Section
[3.10][3.11][3.12]* of the Indenture on [insert applicable date] (the “Redemption Date”) (other
than Pledged Bonds (as defined in the Indenture) or Bonds registered in the name of the
Company), plus (ii) interest on such Bonds accrued from the immediately preceding Interest
Payment Date (as defined in the Indenture) to the Redemption Date, provided that in the event
the Redemption Date coincides with an Interest Payment Date this drawing does not include any
accrued interest on such Bonds.
(b) Of the amount stated in paragraph 2 above:
(i) U.S. $______________ is demanded in respect of the principal amount of the
Bonds referred to in subparagraph (a) above; and
(ii) U.S. $_____________ is demanded in respect of accrued interest on such Bonds.

4. Payment by the Bank pursuant to this drawing shall be made to
_________________________, ABA Number _____________________________, Account
Number ____________________________, Attention: _____________________________, Re:
_________________________________.

* Insert appropriate subsection.
ANNEX D
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-11
5. The amount of the drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any other
drawing under the Letter of Credit made simultaneously herewith, does not exceed the Available
Amount (as defined in the Letter of Credit).

6. Upon payment of the amount drawn hereunder, the Bank is hereby directed to
permanently reduce the Available Amount by U.S. $[insert amount of reduction] and the
Available Amount shall thereupon equal U.S. $[insert new Available Amount]. The Available
Amount has been reduced by an amount equal to the principal of Bonds paid with this drawing
and an amount equal to 65 days’ interest thereon at the Cap Interest Rate (as defined in the Letter
of Credit).

7. Of the amount of the reduction stated in paragraph 6 above:
(i) U.S. $____________ is attributable to the principal amount of
Bonds redeemed; and
(ii) U.S. $___________ is attributable to interest on such Bonds (i.e.,
65 days’ interest thereon at the Cap Interest Rate).

8. The amount of the reduction in the Available Amount has been computed in
accordance with the provisions of the Letter of Credit.

9. Following the reduction, the Available Amount shall be at least equal to the
aggregate principal amount of the Bonds outstanding (to the extent such Bonds are not Pledged
Bonds (as defined in the Indenture) or Bonds registered in the name of the Company) plus 65
days’ interest thereon at the Cap Interest Rate.

* 10. In the case of a redemption pursuant to Section 3.11 of the Indenture, the Trustee,
prior to giving notice of redemption to the owners of the Bonds, received written evidence from
the Bank that the Bank has consented to such redemption.

(Signature Page Follows)

* To be included in certificate only if Section 3.11 is referenced in paragraph numbered 2 or 3
above.
ANNEX D
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-12
IN WITNESS WHEREOF, this Certificate has been executed this ______ day of
_______________, ______.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By
[Title of Authorized
Representative]
ANNEX E
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-13

LIQUIDITY DRAWING CERTIFICATE

JPMorgan Chase Bank, N.A.
facsimile number [phone]
alternately to [phone])

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”) hereby CERTIFIES as follows with respect to (i) that
certain Irrevocable Transferable Letter of Credit No. CPCS-352394 dated April 18, 2012 (the
“Letter of Credit”), issued by JPMorgan Chase Bank, N.A. (the “Bank”) in favor of the
Beneficiary; (ii) those certain Bonds (as defined in the Letter of Credit); and (iii) that certain
Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

2. The Beneficiary is entitled to make this drawing under the Letter of Credit in the
amount of U.S. $_____________ with respect to the payment of the purchase price of Bonds
tendered for purchase in accordance with Section 3.01, 3.02, 3.03, 3.04 or 3.05 of the Indenture
and to be purchased on [insert applicable date] (the “Purchase Date”) which Bonds have not
been remarketed as provided in the Indenture or the purchase price of which has not been
received by the Remarketing Agent (as defined in the Letter of Credit) by 10:00 A.M., New
York, New York time, on said Purchase Date.

3. (a) The amount of the drawing is equal to (i) the principal amount of Bonds to be
purchased pursuant to the Indenture on the Purchase Date (other than Pledged Bonds as defined
in the Indenture or Bonds registered in the name of the Company), plus (ii) interest on such
Bonds accrued from the immediately preceding Interest Payment Date (as defined in the
Indenture) (or if none, the date of issuance of the Bonds) to the Purchase Date, provided that in
the event the Purchase Date coincides with an Interest Payment Date this drawing does not
include any accrued interest on such Bonds.

(b) Of the amount stated in paragraph (2) above:

(i) U.S. $_________________ is demanded in respect of the principal portion of the
purchase price of the Bonds referred to in subparagraph (2) above; and

(ii) U.S. $_______________________ is demanded in respect of payment of the
interest portion of the purchase price of such Bonds.
ANNEX E
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-14

4. The amount of the drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any other
drawing under the Letter of Credit made simultaneously herewith, does not exceed the Available
Amount (as defined in the Letter of Credit).

5. The Beneficiary will register or cause to be registered in the name of the
Borrower, upon payment of the amount drawn hereunder, Bonds in the principal amount of the
Bonds being purchased with the amounts drawn hereunder and will deliver such Bonds to the
Trustee in accordance with the Indenture.

6. Payment by the Bank pursuant to this drawing shall be made to
_________________________, ABA Number ___________________________, Account
Number _____________________, Attention: _______________________________, Re:
_____________________________.

IN WITNESS WHEREOF, this Certificate has been executed this _____ day of
_____________________, _____.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By
[Title of Authorized
Representative]
ANNEX F
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-15

ACCELERATION DRAWING CERTIFICATE

JPMorgan Chase Bank, N.A.
facsimile number [phone]
alternately to [phone])

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

2. An Event of Default has occurred under subsection [insert subsection] of
Section 9.01 of the Indenture and the Trustee has declared the principal of and accrued interest
on all Bonds then outstanding immediately due and payable. The Beneficiary is entitled to make
this drawing in the amount of U.S. $_____________ under the Letter of Credit pursuant to
Section 9.02 of the Indenture in order to pay the principal of and interest accrued on the Bonds
due to an acceleration thereof in accordance with Section [___] of the Indenture.

3. (a) The amount of this drawing is equal to (i) the principal amount of Bonds
outstanding on [insert date of acceleration] (the “Acceleration Date”) other than Pledged Bonds
(as defined in the Indenture) or Bonds registered in the name of the Company, plus (ii) interest
on such Bonds accrued from the immediately preceding Interest Payment Date (as defined in the
Indenture) to the Acceleration Date.
(b) Of the amount stated in paragraph 2 above:
(i) U.S. $____________ is demanded in respect of the principal portion of the Bonds
referred to in subparagraph (a) above; and
(ii) U.S. $__________________ is demanded in respect of accrued interest on such
Bonds.

4. The amount of this drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any drawing
under the Letter of Credit made simultaneously herewith, does not exceed the Available Amount
(as defined in the Letter of Credit).

ANNEX F
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-16
5. Payment by the Bank pursuant to this drawing shall be made to
_______________________, ABA Number ________________, Account Number
____________, Attention: ______________________, Re: _____________________.

(Signature Page Follows)

IN WITNESS WHEREOF, this Certificate has been executed this ____ day of
______________________, 20___.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By
[Title of Authorized
Representative]
ANNEX G
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-17

STATED MATURITY DRAWING CERTIFICATE

JPMorgan Chase Bank, N.A.
facsimile number [phone]
alternately to [phone])

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

2. The Beneficiary is entitled to make this drawing in the amount of U.S.
$___________ under the Letter of Credit pursuant to Section 6.04 of the Indenture.

3. The amount of this drawing is equal to the principal amount of Bonds outstanding
on [___________, ________,] the maturity date thereof as specified in the Indenture, other than
Pledged Bonds (as defined in the Indenture) or Bonds registered in the name of the Company.

4. The amount of this drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any other
drawing under the Letter of Credit made simultaneously herewith, does not exceed the Available
Amount (as defined in the Letter of Credit) .

5. Payment by the Bank pursuant to this drawing shall be made to
____________________, ABA Number _______________, Account Number ______________,
Attention: __________________________, Re: _____________________.

(Signature Page Follows)
ANNEX G
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-18
IN WITNESS WHEREOF, this Certificate has been executed this _____ day of
___________, _______.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By
[Title of Authorized
Representative]
ANNEX H
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-19
REDUCTION CERTIFICATE

JPMorgan Chase Bank, N.A.
131 South Dearborn
5th Floor, Mail Code IL1-0236
Chicago, IL 60603-5506

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

2. Upon receipt by the Bank of this Certificate, the Available Amount (as defined in
the Letter of Credit) shall be reduced by U.S.$__________ and the Available Amount shall
thereupon equal U.S. $______________. U.S. $__________________ of the new Available
Amount is attributable to interest.

3. The amount of the reduction in the Available Amount has been computed in
accordance with the provisions of the Letter of Credit.

4. Following the reduction, the Available Amount shall be at least equal to the
aggregate principal amount of the Bonds outstanding (other than Pledged Bonds (as defined in
the Indenture) or Bonds registered in the name of the Company) plus 65 days’ interest thereon at
the Cap Interest Rate (as defined in the Letter of Credit).

IN WITNESS WHEREOF, this Certificate has been executed this ______ day of
___________________, ____.
The Bank of New York Mellon Trust
Company, N.A.
as Trustee

By
[Title of Authorized
Representative]
ANNEX I
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-20

NOTICE OF REDUCTION AMENDMENT

[Date]
CUSIP No. 346668 BG0

The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”) under the Trust Indenture
dated as of January 1, 1988 (the “Indenture”),
between City of Forsyth, Rosebud County, Montana
(the “Issuer”) and the Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention:

Ladies and Gentlemen:
Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), established by us in your favor as
Beneficiary related to , the U.S. $45,000,000 Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1988 issued by the Issuer (the “Bonds”). We
hereby notify you that, in accordance with the terms of the Letter of Credit and the
Reimbursement Agreement (as defined in the Letter of Credit), the Available Amount (as
defined in the Letter of Credit) has been reduced to U.S. $_______________, of which U.S.
$_______________ is attributable to principal and U.S. $_______________ is attributable to
interest.

This amendment shall be attached to the Letter of Credit and made a part thereof.

JPMorgan Chase Bank, N.A.

By: ______________________________
Name:
Title:
ANNEX J
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394
E-21
REQUEST FOR TRANSFER

JPMorgan Chase Bank, N.A. Date: _________________
131 South Dearborn
Mail Code IL1-0236
Chicago, IL 60603-5506

Attn: Standby Letter of Credit Unit

Re: JPMorgan Chase Bank, N.A. Irrevocable Transferable Letter of Credit No. CPCS-352394 dated April 18, 2012
We, the undersigned “Transferor”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of
Credit (“Credit”) in its entirety to:

NAME OF TRANSFEREE __________________________________________________________
(Print Name and complete address of the Transferee) “Transferee”
ADDRESS OF TRANSFEREE __________________________________________________________
__________________________________________________________
CITY, STATE/COUNTRY ZIP __________________________________________________________
In accordance with ISP98, Rule 6, regarding transfer of drawing rights, all rights of the undersigned Transferor in such Credit are
transferred to the Transferee, who shall have the sole rights as beneficiary thereof, including sole rights relating to any
amendments whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments
are to be advised directly to the Transferee without necessity of any consent of or notice to the undersigned Transferor.
The original Credit, including amendments to this date, is attached and the undersigned Transferor requests that you endorse an
acknowledgment of this transfer on the reverse thereof. The undersigned Transferor requests that you notify the Transferee of
this Credit in such form and manner as you deem appropriate, and the terms and conditions of the Credit as transferred. The
undersigned Transferor acknowledges that you incur no obligation hereunder and that the transfer shall not be effective until you
have expressly consented to effect the transfer by notice to the Transferee.

If you agree to these instructions, please advise the Transferee of the terms and conditions of this transferred Credit and these
instructions.

Transferor represents and warrants that (a) the Transferee is the Transferor's successor trustee under the Indenture, (b) the
enclosed Credit is original and complete, and (c) there is no outstanding demand or request for payment or transfer under the
Credit affecting the rights to be transferred.

The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this
request and giving notice thereof to Transferee.
WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING
TO OR ARISING OUT OF THIS TRANSFER.
This Request is made subject to ISP98 and is subject to and shall be governed by the laws of the State of New York, without
regard to principles of conflict of laws.
(Signature Page Follows)
ANNEX J
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394
E-22

Sincerely yours,

The Bank of New York Mellon Trust Company, N.A.
(Print Name of Transferor)

________________________________________________
(Transferor’s Authorized Signature)

(Print Authorized Signers Name and Title)

(Telephone Number/Fax Number)

Acknowledged:

(Print Name of Transferee)

(Transferee’s Authorized Signature)

(Print Authorized Signers Name and Title)

(Telephone Number/Fax Number)

Acknowledged as of ___________, 20__:

JPMorgan Chase Bank, N.A.

By: ______________________________
Name:
Title:
SIGNATURE GUARANTEED
Signature(s) with title(s) conform(s) with that/those on
file with us for this individual, entity or company and
signer(s) is/are authorized to execute this agreement

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

(Telephone Number)

(Date)
SIGNATURE GUARANTEED
Signature(s) with title(s) conform(s) with that/those on
file with us for this individual, entity or company and
signer(s) is/are authorized to execute this agreement.

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

(Telephone Number)

(Date)
ANNEX K
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-23

NOTICE OF EXTENSION AMENDMENT

[Date]
CUSIP No. 346668 BG0

The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”) under the Trust Indenture
dated as of January 1, 1988 (the “Indenture”),
between City of Forsyth, Rosebud County, Montana
(the “Issuer”) and the Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention:

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), established by us in your favor as
Beneficiary related to the U.S. $_________ Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1988 issued by the Issuer (the “Bonds”). We
hereby notify you that, in accordance with the terms of the Letter of Credit and the
Reimbursement Agreement (as defined in the Letter of Credit), the Stated Expiration Date (as
defined in the Letter of Credit) has been extended to ___________, 20__.

This amendment shall be attached to the Letter of Credit and made a part thereof.

JPMorgan Chase Bank, N.A.

By: ______________________________
Name:
Title:
ANNEX L
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-24
REINSTATEMENT CERTIFICATE

JPMORGAN CHASE BANK, N.A.
facsimile number [phone]
alternately to [phone])

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
352394 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The undersigned is the Trustee under the Indenture.

2. The Trustee has previously made a Liquidity Drawing under the Letter of Credit
on _____________ in the amount of U.S. $______________ (representing U.S.
$______________ of principal and U.S. $______________ of interest) with respect to the
purchase price of Bonds which are now held as Pledged Bonds under the Indenture.

3. The Trustee has received proceeds from the sale of remarketed Pledged Bonds
originally purchased with the proceeds of the above described Liquidity Drawing and as of the
date hereof holds in the Custody Account established under the Indenture the amount of U.S.
$______________ (representing U.S. $______________ of principal and U.S.
$______________ of interest) with respect to the sale of such Pledged Bonds.

4. In accordance with the terms of the Letter of Credit, the Trustee deems that the
amount available under the Letter of Credit has been automatically reinstated to the extent of the
lesser of (i) the proceeds of remarketed Pledged Bonds held in the Custody Account as set forth
above, or (ii) the amount of the Liquidity Drawing described above, all in accordance with the
terms of the Letter of Credit and this notice.

ANNEX L
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-352394

E-25
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
this ____ day of _____________, ______.

The Bank of New York Mellon Trust
Company, N.A.
as Trustee
By
[Title of Authorized
Representative] (Title)