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HomeMy WebLinkAbout20081230New Credit Support Arrangements.pdfr ~2!\~OUNTAIN December 30, 2008 IDAHO P~U8~~,V~"I,.,:qVI OVERNIGHT DELI~UTiLlTiES CUMMJ,:i;: Vi'. RECE 2aOS DEC 30 AMll: l I r1 201 South Main, Suite 2300 Salt Lake City i Utah 84111 Idaho Public Utilities Commssi6fi 472 West Washigton Street Boise, Idaho 83720 Att: Ms. Jean Jewell Commission Secretar Re: Case No. PAC-S-94-1 Order No. 25443 Report of New Credit Support Arrangements Dear Commssioners: Pursuat to the referenced Order, PacifiCorp submits to the Commission one set of verified copies of each of the following documents: 1) Reofferig Circular dated November 11, 2008 2) Letter of Credit Agreements, dated as of November 19,2008, among the Company and Wells Fargo Ban NA, as Letter of Credit Issuig Ban for the following Bond issues: a) $9,365,000 Carbon County, Utah Pollution Control Revenue Refuding Bonds (PacifiCorp Project) Series 1994 b) $8,190,000 Converse County, Wyoming Pollution Control Revenue Refuding Bonds (PacifiCorp Project) Series 1994 c) $15,060,000 Lincoln County, Wyomig Pollution Control Revenue Refuding Bonds (pacifiCorp Project) Series 1994 d) $40,655,000 Moffat County, Colorado Pollution Control Revenue Refuding Bonds (PacifiCorp Project) Series 1994 e) $21,260,000 Sweetwater County, Wyoming Pollution Control Revenue Refuding Bonds (PacifiCorp Project) Series 1994 f) $121,940,000 Emery County, Uta Pollution Control Revenue Refuding Bonds (pacifiCorp Project) Series 1994 r Idaho Public Utilities Commssion December 30, 2008 Page 2 Because PacifiCorp has not issued any new security in connection with the referenced transaction, no Report of Securties Issued is enclosed. PacifiCorp aranged for the Letters of Credit as a replacement to the Ambac insurance and Stadby Bond Purchase Agreements' that previously provided credit support for these bonds. These previous credit enhancements were terminated in conjunction with the issuace of the Letters of Credit. The new credit enhancement arangements enable PacifiCorp to achieve a lower cost of money with respect to the financings authorized by the above-listed Order. Under penalty of perjur, I declare that I know the contents of the enclosed documents, and they are tre, correct, and complete. Please contat me if you have any questions about ths letter or the enclosed documents. Sincerely, ~ rJ UJ~ Bruce N. Wiliams Treasurer Enclosures Cc: Terr Carlock Ted Weston NOT NEW ISSUES Book-Entry Only The opinions of Chapman and Cutler, Bond Counsel, delivered on November 17, 1994, state that, subject to compliance by the Company and the Issuers with certain covenants, in the opinion of Chapman and Cutler, Bond Counsel, under then existing law (a) interest on the Bonds is not includible in gross income of the owners thereof for federal income ta 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 Facilties or any person considered to be related to such person (within the meaning of Section 103(b)(l3) of the Internal Revenue Code of 1954, as amended), and (b) interest on the Bonds is not treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations. However, such interest is taen into account in computing the corporate alternative minimum tax. Such opinions of Bond Counsel were also to the effect that under then existing law (a) interest on the Emery Bonds and Carbon Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act, (b) the State of Wyoming imposes no income taxes that would be applicable to interest on the Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds and (c) interest on the Moffat Bonds is not included in Colorado taxable income for purposes of the income tax imposed by the State of Colorado pursuant to Article 22 of Title 39 of the Colorado Revised Statutes, as amended. Such opinions have not ben updated as of the date hereof. See "TAX EXEMPTON" herein for a more complete discussion. COMPSITE REOFFERING $216,470,000 POLLUTION CONTOL REVENUE REFUNDING BONDS (PACIFICORP PROJECTS) SERIES 1994Dated: Original Date of Delivery Due: See Inside Cover The Bonds of each issue described in this Reoffering Circular are limited obligations of the respective Issuers and, except to the extent payable from Bond proceeds and certain other moneys pledged therefor, are payable solely from and secured by a pledge of payments to be made under separate Loan Agreements entered into by the respective Issuers with, and secured by First Mortgage Bonds issued by, PacifiCorp On November 19, 2008, the Bonds of each issue wil be remarketed and wil bear interest at a Weekly Interest Rate payable the first Business Day of each month commencing December I, 2008. The initial Weekly Interest Rate and each subsequent Weekly Interest Rate to be borne by the each issue of the Bonds wil be determined by the applicable Remaketing Agent. Thereafter, the interest rate on the Bonds may be changed from time to time to Daily, Weekly, Flexible or Term Interest Rates, designated and determned as described herein. The Bonds are subject to purchase at the option of the owners thereof and, under certin circumstances, are subject to mandatory purchase in the manner and at the times described herein. The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. Following the remarketing of the Bonds on November 19,2008, the payment of the principal of and interest on each issue of the Bonds and the payment of the purchase price of each issue of the Bonds tendered for purchase and not remarketed wil be supported by a separate irrevocable Letter of Credit issued by Wells Fargo Bank, National Association, to The Bank of New York Mellon Trust Company, N.A., as Trustee, for the benefit of the registered holders of the related Bonds. Wells Fargo Bank, National Association Each Letter of Credit wil expire by its terms on November 19, 2009, unless it expires earlier in accordace with its terms. Each Letter of Credit wil be automatically extended to November 19,2010, unless the Trustee receives notice of the Bank's election not to extend on or before October 20,2009. Each Letter of Credit may be replaced by an Alternate Credit Facilty as permtted under the separate Indentures and Loan Agreements. Unless a Letter of Credit is extended before its scheduled expiration date, the related Bonds wil be subject to mandatory tender for purchase prior to such expiration date. THis REOFFRING CIRCULAR ONLY PERTAINS TO THE BONDS WHILE THEY ARE SECURED BY THE LETTRS OF CREDIT PROVIDED BY THE BANK. The Bonds are issuable as fully registered Bonds without coupons and wil be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York. DTC initially wil act as securities depository for the Bonds. Only beneficial interests in book-entry form are being offered. The Bonds are issuable during any Weekly Interest Rate Period in denominations of $100,000 and any integral multiple thereof (provided that one Bond need not be in a multiple of $100,000 but may be in such denomination greater than $100,000 as is necessary to account for any principal amount of the Bonds not corresponding directly with $100,000 denominations). So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, the principal of and premium, if any, and interest on the Bonds wil be paid by the Trustee directly to DTC, which wil. in turn, remit such amounts to DTC participants for subsequent disbursement to the beneficial owners of the Bonds. See "THEBoNDS-Book-Entry System." Price 100% The Bonds of each issue are reoffered by the Remarketing Agents referred to below, subject to withdrawal or modification of the offer without notice and certain other conditions. At the time of the original issuance and delivery of each issue of the Bonds, Chapman and Cutler, Bond Counsel to the Company, delivered its opinion as to the legality of such issue of Bonds. Such opinions spoke only as to their respective dates of delivery and wil not be reissued in connection with this reoffering. Certin legal matters in connection with the reoffering wil be passed upon by Chapman and Cutler LLP, Bond Counsel to the Company. Certin legal mattrs in connection with the remarketing wil be passed upon for PacifiCorp by Paul J. Leighton, Esq., counsel to the Company. Certin legal matters wil be passed upon for the Remarketing Agents by King & Spalding LLP. It is expected that delivery of the Bonds wil be made though the facilties ofDTC in New York, New York, on or about November 19, 2008. Bane of America Securities LLC Morgan Stanley Wells Fargo Brokerage Services, LLC November I 1,2008 COMPOSITE REOFFERING POLLUTION CONTROL REVENUE REFUNDING BoNDS (PACIFICORP PROJECTS) SERIES 1994 $9,365,000 Carbon County, Utah Series 1994 Due: November 1, 2024 $15,060,000 Lincoln County, Wyoming Series 1994 Due: November 1, 2024 $8,190,000 Converse County, Wyoming Series 1994 Due: November 1, 2024 $40,655,000 Moffat County, Colorado Series 1994 Due: May 1, 2013 $121,940,000 Emery County, Utah Series 1994 Due: November 1, 2024 $21,260,000 Sweetwater County, Wyoming Series 1994 Due: November 1, 2024 This reoffering is for six issues with separate Issuers and Remarketing Agents in respect of each issue as follows: ISSUER AMOUNT REMARKETING AGENT CUSIP Carbon County $9,365,000 Morgan Stanley & Co. Incorporated (40890AD6 Converse County 8,190,000 Banc of America Securities LLC il2491 AM6 Emery County 121,940,000 Wells Fargo Brokerage Services, LLC 291147 CE4 Lincoln County 15,060,000 Banc of America Securities LLC 533485 AZ1 Moffat County 40,655,000 Morgan Stanley & Co. Incorporated 607874CM4 Sweetwater County 21,260,000 Morgan Stanley & Co. Incorporated 870487 CFO No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Reoffering Circular in connection with the offering made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by Carbon County, Utah, Converse County, Wyoming, Emery County, Utah, Lincoln County, Wyoming, Moffat County, Colorado or Sweetwater County, Wyoming (sometimes referred to individually as an "Issuer" and collectively as the "Issuers "), PacifiCorp, or the Remarketing Agents. Neither the delivery of this Reoffering Circular nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuers or the Company any since the date hereof. This Reoffering Circular does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offering or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. None of the Issuers has assumed or wil assume any responsibility as to the accuracy or completeness of the information in this Reoffering Circular, other than that relating to itself under the caption "THE ISSUERS." Upon issuance, the Bonds wil not be registered under the Securities Act of 1933, as amended, and wil 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 wil have passed upon the accuracy or adequacy of this Reoffering Circular or, other than the Issuers, approved the Bonds for sale. In connection with this offering, the Remarketing Agents may overallot or effect transactions which stabilze or maintain the market price of the securities offered hereby at a level above that which might otherwise prevail in the open market. Such stabilzing, if commenced, may be discontinued at any time. TABLE OF CONTENTS HEADING PAGE INTRODUCTORY STATEMENT....,..................."....,....,..........,.,'..".....,',.,...............................................1 THE ISSUERS .........................., ,.,............. ........,......,"',...,"',.... ....... ......................... ,.., .....,.................6 Carbon County ..........".,.............,...."..........,.,.,.,",.".,......."....,..................,."..,.."..................6 Converse County..,...., ................ ..,.................. ....., .........., ..................... ..... ,............,"" ,..... ,.. ..6 Emery County .......,..........................................................................,.,..,',..............".,".....,.....6 Lincoln County .......................................................................................,..................,.....,......7 Moffat County....................................................................................,.,.,................................7 Sweetwater County ........................................................................,',..,..,..................,.............7 THEFAcILmEs .."..............................................................................................................................7 USE OF PROCEEDS .......................,............................................................,...,..,..................................9 THEBoNDs....,.........................,.".....................,................................................................................9 General..............,..,....."..,...........,."...,.,.......,.............,....,................................... .....................9 Payment of Prncipal and Interest........................................................................................ .11 Rate Periods .......................................,.........".......................................................................11 Weekly Interest Rate Period............................................................................................... ..11 Daily Interest Rate Period.......................................................................,.............................13 Term Interest Rate Period .............................. ................... .......................... ............,.......... ...14 Flexible Interest Rate Period................................................................,................................17 Determination Conclusive.................................................................,..,"',.,................,.,.......19 Rescission of Election..........................................................................".................,...,.........19 Optional Purchase .................,...................:................................,.."....,.................................20 Mandatory Purchase.................................................................".,.,.......................................21 Purchase of Bonds.................................................................................................,...............23 Remarketing of Bonds .......,..,',...................,...........................,.............................................24 Optional Redemption of Bonds.............,..."........................,.,...............................................24 Extraordinar Optional Redemption of Bonds .....................................................................26 Special Mandatory Redemption of Bonds .......................... ..................................................26 Procedure for and Notice of Redemption .............................................................................27 Special Considerations Relating to the Bonds.. ................ ............................. ...... .................28 Book-Entry System ...............................................................................................................29 TERMINATION OF BOND INSURANCE........................................................................................."..."..32 THE LEITERS OF CREDIT AND THE CREDIT AGREEMENTS..........................,""" ..,. ....................... ...., ..32 Letters of Credit..................,.,......................................................,...............................,.....".33 Credit Agreements .......,',................,..,......."...............,......................,...........,......................33 THE LOAN AGREEMENTS.........................."......,....,................,',.......................................................38 Issuance of the Bonds; Loan of Proceeds... ............. .... ............. ............................................38 Loan Payments; The First Mortgage Bonds .........................................................................39 Payments of Purchase Price ............... ...................,.... ........ ............................... .... ................39 Obligation Absolute .......,......................................................................................................40 - i - Expenses......................,............................~............................................................................40 Tax Covenants; Tax-Exempt Status of Bonds ......................................................................40 Other Covenants of the Company.....,.................................................................................. .40 Letter of Credit; Alternate Credit Facility; Substitute Letter of Credit...............................42 Extension of A Letter of Credit......",....,..................,..,',........,..,...........................................43 Defaults ............,',.....................,......,...,..,....,..........."........,........,..........................................44 Remedies ......... .... ..... .., ,.................,.. ,.", .., ...,........., ,..,"" ,......,'" .., ........ .................................44 Amendments ....... ,..., ...... ................". ,.........,..........," ,. ........,...,' .., .........................................45 THE INDENTES............,.. ,...,., ............... ..,' ,. .,..... .......... ,....,..,., .....," ..., ...........................................45 Pledge and Security..,...,..............."..,..................,...."......,..,.................................................45 Application of Proceeds of the Bond Fund...........................................................................46 Investment of Funds..........................,.........,.......,."...,..........,..,............................................46 Defaults .............., ........... ...............,. ..,...,.,., .,... ,....."...., .... ,... ..... ............................................46 Remedies....................,.,.,',.............,.,.,...........,..,....,',.,."....,............................................. .....47 Defeasance ............ ,..,., ..............,. ....,., ............ ....., .., ..,....... ,...........................,' ......................49 Removal of Trustee....................,.....................,.... ....................................,",..,.....................52 Modifications and Amendments ................................................................,",.......................52 Amendment of the Loan Agreements ................... ........... .....................................................54 THE FIRST MORTGAGE BONDS...............................................................................................,.........,56 General.....................................................................................................................,...".,.....56 Security and Prority ....................................................................................................,.....",57 Release and Substitution of Property ...................................................................................,58 Issuance of Additional Company Mortgage Bonds ........................ ......... .............................58 Certain Covenants............................................................................."..,.,..............,,..."..,...,.59 Dividend Restrctions.........,..................................................................................................59 Foreign Currency Denominated Company Mortgage Bonds............................................ ...59 The Company Mortgage Trustee ...................................................,..............................,......,60 Modification........................, .,................. ....................................... .....,' ................................60 Defaults and Notices Thereof "..........................................................,..................................60 Voting of the First Mortgage Bonds ..................................................... ................................61 Defeasance .............................,......,.............................................,.........................................61 LmGA TION .." ......................... ,.." ..,.... .........,..., ,.,., ,........ ,. ,...,., ....."..... .......... ..................................62 REMARKETING ............ ..., ......... ....,......... ........ ...,.." ...............,............... ......................, ,.,' ,...............62 CERTAIN RELATIONSH~ps.........,.........................,....,.,..,.............................................,...".................62 TAX EXEMPTION..............,............................,.........,......,.....,......................................,.,.,',...............63 Carbon Bonds and Emery Bonds................,.,..................................................,....................63 Converse Bonds, Lincoln Bonds and Sweetwater Bonds ................................ .....................64 Moffat Bonds ...................................................................,....................................................65 CERTAIN lEGAL MATIERS ..................................................................................,....,.......,..............,66 MISCELLANEOUS. ............................ ,., .......................................................... .......... ........ ............. ,....66 - ii - ApPENDIX A - PACIFICORP ApPENDIX B - INFORMATION REGARDING THE BANK ApPENDIX C- i ApPROVING OPINION OF BOND COUNSEL - CARBON BONDS ApPENDIX C-2 ApPROVING OPINION OF BOND COUNSEL-EMERY BONDS ApPENDIX C-3 ApPROVING OPINION OF BOND COUNSEL -CONVERSE BONDS ApPENDIX C-4 ApPROVING OPINION OF BOND COUNSEL - LINCOLN BONDS ApPENDIX C-5 ApPROVING OPINION OF BOND COUNSEL-SWEETWATER BONDS ApPENDIX C-6 ApPROVING OPINION OFBoND COUNSEL - MOFFAT BONDS ApPENDIX D- i PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTRE AND FIRST SUPPLEMENTAL LoAN AGREEMENT FOR CARBON BONDS ApPENDIX D-2 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTRE AND FIRST SUPPLEMENTAL LoAN AGREEMENT FOR CONVERSE BONDS ApPENDIX D-3 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR EMERY BONDS ApPENDIX D-4 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LoAN AGREEMENT FOR LINCOLN BONDS ApPENDIX D-5 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LoAN AGREEMENT FOR MOFFAT BONDS ApPENDIX D-6 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LoAN AGREEMENT FOR SWEETWATER BONDS ApPENDIX E - FORM OF LETTR OF CREDIT - iii - (This Page Intentionally Left Blank) COMPOSITE REOFFERING POLLUTION CONTROL REVENUE REFUNDING BoNDS (PACIFiCORP PROJECTS) SERIES 1994 $9,365,000 Carbon County, Utah Series 1994 Due: November 1, 2024 $15,060,000 Lincoln County, Wyoming Series 1994 Due: November 1, 2024 $8,190,000 Converse County, Wyoming Series 1994 Due: November 1, 2024 $40,655,000 Moffat County, Colorado Series 1994 Due: May 1, 2013 INTRODUCTORY STATEMENT $121,940,000 Emery County, Utah Series 1994 Due: November 1, 2024 $21,260,000 Sweetwater County, Wyoming Series 1994 Due: November 1, 2024 This Reoffering Circular, including the Appendices hereto and the documents incorporated by reference herein, is provided to furnish certain information with respect to the reoffering by the Issuers of six separate issues of Pollution Control Revenue Refunding Bonds (PacifiCorp Projects) Series 1994 (collectively, the "Bonds"), as follows: (a) $9,365,000 principal amount of Carbon County, Utah Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Carbon Bonds"); (b) $8,190,000 principal amount of Converse County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Converse Bonds"); (c) $121,940,000 principal amount of Emery County, Utah Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Emery Bonds"); (d) $15,060,000 principal amount of Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Lincoln Bonds"); (e) $40,655,000 principal amount of Moffat County, Colorado Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Moffat Bonds "); and (f) $21,260,000 principal amount of Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Sweetwater Bonds"). The Carbon Bonds, the Converse Bonds, the Emery Bonds, the Lincoln Bonds, the Moffat Bonds and the Sweetwater Bonds have been issued under separate Trust Indentures dated as of November 1, 1994 (each a "Trust Indenture" and collectively, the "Trust Indentures") between Carbon County, Utah ("Carbon County"), Converse County, Wyoming ("Converse County"), Emery County, Utah ("Emery County"), Lincoln County, Wyoming ("Lincoln County"), Moffat County, Colorado ("Moffat County"), and Sweetwater County, Wyoming ("Sweetwater County"), as applicable (each an "Issuer" and collectively, the "Issuers"), and The Bank of New York Mellon Trust Company, N,A., as successor trustee (the "Trustee "), each as amended and restated by a separate First Supplemental Trust Indenture, dated as of October 1, 2008, (each a "First Supplemental Indenture" and collectively, the "First Supplemental Indentures "), between each of the respective Issuers and the Trustee, and under resolutions of the governing bodies of the respective Issuers. The Trust Indentures, as amended and restated by the First Supplemental Indentures, are sometimes referred to herein as the "Indentures." Pursuant to separate Loan Agreements between PacifiCorp (the "Company") and each of the respective Issuers (each an "Original Loan Agreement" and collectively the "Original Loan Agreements"), each as amended and restated by a First Supplemental Loan Agreement, dated as of October 1, 2008, between the Company and each of the respective Issuers (each a "First Supplemental Loan Agreement" and collectively the "First Supplemental Loan Agreements"), the respective Issuers have lent the proceeds from the original sale of the Bonds to the Company. The Original Loan Agreements, as amended and restated by the First Supplemental Loan Agreements, are sometimes referred to herein as the "Loan Agreements." The proceeds of the Bonds were used, together with certain other moneys of the Company, to refund all of the outstanding (a) $9,365,000 principal amount of Carbon County, Utah, Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of 1974 due February 1,2004 (the "Prior Carbon Bonds"); (b) $8,190,000 principal amount of Converse County, Wyoming Collateralized Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1977 (the "Prior Converse Bonds"); (c) $13,190,000 principal amount of Emery County, Utah, Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of 1974 due Februar 1,2004 (the "Prior Emery 1974 Bonds"); (d) $50,000,000 principal amount of Emery County, Utah, Pollution Control Revenue Bonds, 6-3/8% Series due November 1, 2006 (Utah Power & Light Company Project) (the "Prior Emery 6-3/8% Bonds"); (e) $42,000,000 principal amount of Emery County, Utah, Pollution Control Revenue Bonds, 5.90% Series due April 1, 2008 (Utah Power & Light Company Project) (the "Prior Emery 5.90% Bonds"); (f) $16,750,000 principal amount of Emery County, Utah, Pollution Control Revenue Bonds (Utah Power & Light Company Project), 10.70% Series due September 1,2014 (the "Prior Emery 10.70% Bonds"); (g) $15,060,000 principal amount of Lincoln County, Wyoming, Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of 1974 (the "Prior Lincoln Bonds "); (h) $40,655,000 principal amount of Moffat County, Colorado, Pollution Control Revenue Bonds, Series 1978 (Colorado-Ute Electric Association, Inc. Project) (the "Prior Moffat Bonds"); and (i) $21,260,000 principal amount of Sweetwater County, Wyoming, Taxable Pollution Control Revenue Refunding Bonds - 2- (PacifiCorp Project) Series 1994T (the "Prior Sweetwater 1994T Bonds"). These obligations have been assumed by the Company as the surviving corporation in its 1989 merger with Utah Power & Light Company, a Utah corporation, and PacifiCorp, a Maine corporation or, in the case of the Prior Moffat Bonds, under that certain Assignment and Assumption Agreement, dated April 15, 1992, between Colorado-Ute Electric Association, Inc. ("Colorado-Ute") and the Company. The Prior Emery 1974 Bonds, the Prior Emery 6-3/8% Bonds, the Prior Emery 5.90% Bonds and the Prior Emery 10,70% Bonds are hereinafter collectively referred to as the "Prior Emery Bonds." The Prior Carbon Bonds, the Pror Converse Bonds, the Prior Emery Bonds, the Prior Lincoln Bonds, the Prior Moffat Bonds and the Prior Sweetwater 1994T Bonds are hereinafter collectively referred to as the "Prior Bonds." The Prior Bonds were issued to finance various qualifying solid waste disposal facilities and air and water pollution control facilities as described herein. See "THE FACILITIES." In order to secure the Company's obligation to repay the loans made to it by the Issuers under the Loan Agreements, the Company has issued and delivered to the Trustee for each issue its Series 1994-1 First Mortgage and Collateral Trust Bonds (the "First Mortgage Bonds") in a principal amount equal to the principal amount of such issue of the Bonds. The First Mortgage Bonds may be released upon delivery of collateral in substitution for the First Mortgage Bonds provided that certain conditions are met as described below under "THE LOAN AGREEMENTs-Loan Payments; The First Mortgage Bonds." The First Mortgage Bonds were issued under the Mortgage and Deed of Trust, dated as of Januar 9, 1989 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Company Mortgage Trustee "), as supplemented and amended by various supplemental indentures, including a Tenth Supplemental Indenture dated as of August 1, 1994 (the "Tenth Supplemental Indenture "), all collectively hereinafter referred to as the "Company Mortgage." As holder of the First Mortgage Bonds, tbe Trustee wil, ratably with the holders of all other first mortgage bonds outstanding under the Company Mortgage, enjoy the benefit of a lien on properties of the Company. See "THE FIRST MORTGAGE BONDS - Security" for a description of the properties of the Company subject to the lien of the Company Mortgage. The Bonds wil not otherwise be secured by a mortgage of, or security interest in, the Facilities (as hereinafter defined). The First Mortgage Bonds wil be registered in the name of and held by the Trustee for the benefit of the "Owners" of the applicable series of the Bonds and wil not be transferable except to a successor trustee under the Indentures. "Owner" means the registered owner of any Bond; provided, however, when used in the context of the Tax-Exempt (as hereinafter defined) status of the Bonds, the term "Owner" includes each actual purchaser of any Bond ("Beneficial Owner"). The Bonds, together with the premium, if any, and interest thereon, wil be limited obligations and not general obligations of the Issuer thereof. None of the Indentures, the Bonds or the Loan Agreements constitutes a debt or gives rise to a general obligation or liability of any of the Issuers or constitutes an indebtedness under any constitutional or statutory debt limitation. The Bonds of each issue wil not constitute or give rise to a pecuniary liability of the Issuer thereof and wil not constitute any charge against such Issuer's general credit or taxing powers; nor wil the Bonds of an Issuer constitute an indebtedness of or a loan of credit of such Issuer. The Bonds are payable solely from the receipts and revenues to be received from the Company - 3 - as payments under the related Loan Agreements, or otherwise on the First Mortgage Bonds, and from any other moneys pledged therefor, Such receipts and revenues and all of the Issuers' rights and interests under the Loan Agreements (except as noted under "TH E INDENTUREs-Pledge and Security" below) are pledged and assigned to the Trustee as security, equally and ratably, for the payment of the related series of the Bonds. The payments required to be made by the Company under the Loan Agreements, or otherwise on the First Mortgage Bonds, wil be sufficient, together with other funds available for such purpose, to pay the principal of and premium, if any, and interest on the related series of the Bonds, Under no circumstances wil any Issuer have any obligation, responsibilty or liability with respect to the Facilties, the Loan Agreements, the Indentures, the Bonds or this Reoffering Circular, except for the special limited obligation set forth in the Indentures and the Loan Agreements whereby each series of the Bonds are payable solely from amounts derived from the Company and the applicable Letter of Credit (or Alternate Credit Facility (as hereinafter defined), as the case may be). Nothing contained in the Indentures, the Bonds or the Loan Agreements, or in any other related documents may be construed to require any Issuer to operate, maintain or have any responsibility with respect to any of the Facilities (as hereinafter defined). The Issuers have no liabilty in the event of wrongful disbursement by the Trustee or otherwise. No recourse may be had against any past, present or future commissioner, officer, employee, official or agent of any Issuer under the Indentures, the Bonds, the Loan Agreements or any related document. The Issuers have no responsibilty to maintain the Tax -Exempt status of the Bonds under federal or state law nor any responsibilty for any other tax consequences related to the ownership or disposition of the Bonds. The Bonds of each issue contain substantially the same terms and provisions as, but wil be entirely separate from, the Bonds of each other issue. The Bonds of one issue wil not be payable from or entitled to any revenues delivered to the Trustee in respect of the Bonds of any other issue. Redemption of the Bonds of one issue may be made in the manner described below without redemption of the Bonds of any other issue, and a default in respect of the Bonds of one issue wil not, in and of itself, constitute a default in respect of the Bonds of the other issues; however, the same occurrence may constitute a default with respect to the Bonds of more than one issue. Each issue of the Bonds wil be supported by a separate irrevocable Letter of Credit (each a "Letter of Credit" and, collectively, the "Letters of Credit") to be issued by Wells Fargo Bank, National Association (the "Bank") in favor of the Trustee, as beneficiary, The Letters of Credit have substantially identical terms. Under each of the Letters of Credit, the Trustee wil be entitled to draw, upon a properly presented and conforming drawing, up to an amount sufficient to pay one hundred percent (100%) of the principal amount of the applicable Bonds on the date of the draw (whether at maturity, upon acceleration, mandatory or optional purchase or redemption, plus 48 days' accrued interest on the applicable Bonds, at a rate of up to the maximum interest rate of twelve percent (12%) per annum calculated on the basis of a year of 365 days for the actual days elapsed, so long as the Bonds bear interest at the Weekly Interest Rate or the Daily Interest Rate, The Company has agreed to reimburse the Bank for drawings made under the Letter of Credit and to make certain other payments to the Bank. The Letters of Credit wil expire on - 4- November 19, 2009, unless extended or earlier terminated in accordance with their terms. See "THE LEITERS OF CREDIT." Banc of America Securities LLC has been appointed by the Company as Remarketing Agent with respect to the Converse Bonds and the Lincoln Bonds. Morgan Stanley & Co. Incorporated has been appointed by the Company as Remarketing Agent with respect to the Carbon Bonds, the Moffat Bonds and the Sweetwater Bonds. Wells Fargo Brokerage Services, LLC has been appointed by the Company as Remarketing Agent with respect to the Emery Bonds. Banc of Amenca Secunties LLC, Morgan Stanley & Co. Incorporated and Wells Fargo Brokerage Services, LLC, are referred to herein as the "Remarketing Agents." The Company wil enter into a separate Remarketing Agreement with the Remarketing Agent with respect to the Bonds to be remarketed by such Remarketing Agent. Under certain circumstances described in the applicable Loan Agreement, a Letter of Credit may be replaced by an alternate credit facility supporting payment of the pnncipal of and interest on the applicable Bonds when due and for the payment of the purchase pnce of tendered or deemed tendered Bonds (each an "Alternate Credit Facility"). The entity or entities, as the case may be, obligated to make payment on an Alternate Credit Facilty are referred to herein as the "Obligor on an Alternate Credit Facility." In addition, a Letter of Credit may be replaced by a substitute letter of credit (a "Substitute Letter of Credit"). The replacement of a Letter of Credit or an Alternate Credit Facility, including with a Substitute Letter of Credit, wil result in the mandatory purchase of Bonds. See "THE LOAN AGREEMENTS - The Letter of Credit; Alternate Credit Facilty" and" - Substitute Letter of Credit." Concurrently with the issuance of the Bonds, AMBAC Indemnity Corporation ( "Ambac") issued a municipal bond insurance policy with respect to the Bonds of each issue (each, an "Ambac Insurance Policy" and, collectively, the "Ambac Insurance Policies"). In connection with the delivery of the Letters of Credit, Ambac, the Company, the Trustee, each of the Issuers and the Company, acting as owner of Bonds, wil enter into separate Release Agreements, pursuant to which Ambac wil be released from all liabilities under each Ambac Insurance Policy, wil surrender any and all rights under the Trust Indentures and payment of pnncipal of and interest on the Bonds when due wil no longer be guaranteed by Ambac under the Ambac Insurance Policies. Purchasers of the Bonds wil be deemed to have consented to the provisions of the Release Agreements. See "TERMINATION OF BOND INSURANCE." Brief descriptions of the Issuers, the Facilties and the Bank and summanes of certain provisions of the Bonds, the Loan Agreements, the Letters of Credit, the Indentures and the First Mortgage Bonds are included in this Reoffering Circular, including the Appendices hereto. Information regarding the business, properties and financial condition of the Company is included in and incorporated by reference in Appendix A hereto. A brief descnption of the Bank is included as Appendix B hereto. Appendices C-1 through C-6 set forth the approving opinions of Chapman and Cutler, Bond Counsel, delivered on the date of onginal issuance of each issue of the Bonds. The descriptions herein of the Loan Agreements, the Indentures, the Company Mortgage and the Letters of Credit are qualified in their entirety by reference to such documents, and the - 5 - descriptions herein of the Bonds and the First Mortgage Bonds are qualified in their entirety by reference to the forms thereof and the information with respect thereto included in the aforesaid documents. All such descriptions are further qualified in their entirety by reference to laws and principles of equity relating to or affecting the enforcement of creditors' rights generally. Copies of such documents, except the Company Mortgage, may be obtained from the principal corporate trust office of the Trustee in Chicago, Ilinois. The Company Mortgage is available for inspection at the office of the Company and at the principal office of the Company Mortgage Trustee in New York, New York. This Reoffering Circular provides certain information with respect to the Bank, the terms of, and security for the Bonds and other related matters. While certain information relating to the Company is included and incorporated within, the Bonds are being remarketed on the basis of their Letters of Credit and the financing strength of the Bank and are not being remarketed on the basis of the financial strength of the Issuers, the Company or any other security. This Reoffering Circular does not describe the financial condition of the Company and no representation is made concerning the financial status or prospects of the Company or the value or financial viabilty of the Project. THE ISSUERS CARBON COUNY Carbon County is a political subdivision, duly organized and eX1stmg under the Constitution and laws of the State of Utah (" Utah "). Pursuant to the Utah Industrial Facilities and Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the "Utah Act"), Carbon County was and is authorized to issue the Carbon Bonds, to enter into the Indenture and the Loan Agreement to which it is a pary and to secure the Carbon Bonds by a pledge to the Trustee of the payments to be made by the Company under such Loan Agreement and the First Mortgage Bonds. CONVERSE COUNY Converse County is a political subdivision, duly organized and existing under the Constitution and laws ofthe State of Wyoming ("Wyoming"). Pursuant to the Sections 15-1-701 to 15-1-710, inclusive, of the Wyoming Statutes (1977), as amended (the "Wyoming Act"), Converse County was and is authorized to issue the Converse Bonds, to enter into the Indenture and the Loan Agreement to which it is a pary and to secure the Converse Bonds by a pledge to the Trustee of the payments to be made by the Company under such Loan Agreement and the First Mortgage Bonds. EMERY COUNTY Emery County is a political subdivision, duly organized and existmg under the Constitution and laws of Utah, Pursuant to the Utah Act, Emery County was and is authorized to issue the Emery Bonds, to enter into the Indenture and the Loan Agreement to which it is a party - 6- and to secure the Emery Bonds by a pledge to the Trustee of the payments to be made by the Company under such Loan Agreements and the First Mortgage Bonds. LINCOLN COUNTY Lincoln County is a political subdivision, duly organized and existing under the Constitution and laws of Wyoming. Pursuant to the Wyoming Act, Lincoln County was and is authorized to issue the Lincoln Bonds, to enter into the Indenture and the Loan Agreement to which it is a pary and to secure the Lincoln Bonds by a pledge to the Trustee of the payments to be made by the Company under such Loan Agreement and the First Mortgage Bonds. MOFFAT COUNY Moffat County is a public body corporate and politic, duly organized and existing under the Constitution and laws of the State of Colorado ("Colorado"). Pursuant to the County and Municipality Development Revenue Bond Act, Title 29, Article 3, Colorado Revised Statutes 1973, as amended (the "Colorado Act"), Moffat County was and is authorized to issue the Moffat Bonds, to enter into the Indenture and the Loan Agreement to which it is a pary and to secure the Moffat Bonds by a pledge to the Trustee of the payments to be made by the Company under such Loan Agreement and the First Mortgage Bonds. SWEETWATER COUNTY Sweetwater County is a political subdivision, duly organized and existing under the Constitution and laws of Wyoming. Pursuant to the Wyoming Act, Sweetwater County was and is authorized to issue the Sweetwater Bonds, to enter into the Indenture and the Loan Agreement to which it is a party and to secure the Sweetwater Bonds by a pledge to the Trustee of the payments to be made by the Company under such Loan Agreement and the First Mortgage Bonds. THE FACILITIES The Prior Carbon Bonds were issued by Carbon County to finance qualifying solid waste disposal facilties or air or water pollution control facilities (the "Carbon Facilities") for the Carbon coal-fired electric generating plant (the "Carbon Plant") located in Carbon County. The Prior Converse Bonds were issued to finance qualifying air and water pollution control facilities (the "Dave Johnston Facilities") for the Dave Johnston coal-fired electric generating plant (the "Dave Johnston Plant") located near the town of Glenrock, Wyoming, The Prior Emery 1974 Bonds were issued by Emery County to finance qualifying solid waste disposal facilities or air or water pollution control facilties (the "Huntington Facilites") for the Huntington coal-fired electric generating plant (the "Huntington Plant") located in Emery County. - 7 - The Prior Emery 6-3/8% Bonds were issued to finance qualifying solid waste disposal facilties or air or water pollution control facilities (the "Emery 1 Facilities") for the second unit of the Huntington Plant and the Emery generating plant, which is now known as the Hunter coal-fired steam electric generating plant (the "Hunter Plant"), each of which is located in Emery County. The Prior Emery 5.90% Bonds were issued to finance qualifying water and air pollution control facilities (the "Emery 2 Facilities") for the second unit of the Huntington Plant and the Hunter Plant in Emery County. The Prior Emery 10.70% Bonds were issued to refund the Emery County, Utah $16,750,000 Pollution Control Revenue Bonds (Utah Power & Light Company Project), dated May 11, 1984 (the "Emery May 1984 Bonds"), that were issued to finance qualifying air or water pollution control facilities (the "Hunter Facilities") for Unit 3 of the Hunter Plant located in Emery County. The Prior Lincoln Bonds were issued to finance qualifying solid waste disposal facilities or air pollution control facilities (the "Naughton Facilities") for the Naughton coal-fired electric generating plant (the "Naughton Plant") located in Lincoln County. The Prior Moffat Bonds were issued to finance Colorado-Ute's undivided 29% interest in air and water pollution control facilties (the "Craig Facilities") in connection with electric generating units 1 and 2 of the Craig Station (the "Craig Station") located in Moffat County. The Prior Moffat Bonds had been in default prior to the time the Company assumed an obligation to make payments with respect to the Prior Moffat Bonds in connection with the Company's acquisition of its interest in the Craig Facilities. The Prior Sweetwater 1994T Bonds were issued to temporarly refund the $21,260,000 principal amount of Sweetwater County, Wyoming, Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1973 (the "Sweetwater 1973 Bonds"), which were issued to finance the Company's undivided 66-2/3% interest in the qualifying air and water pollution control facilities (the "Jim Bridger Facilities") for the Jim Bridger coal-fired steam electrc generating plant (the "Jim Bridger Plant") located in Sweetwater County. The Carbon Plant, the Dave Johnston Plant, the Huntington Plant, the Hunter Plant, the Naughton Plant, the Craig Station and the Jim Bridger Plant are hereinafter referred to collectively as the "Plants" and the Carbon Facilities, the Huntington Facilities, the Dave Johnston Facilities, the Emery 1 Facilties, the Emery 2 Facilities, the Hunter Facilities, the Naughton Facilities, the Craig Facilities and the Jim Bridger Facilities are hereinafter referred to collectively as the "Facilities." The interest of the Company in each of the Facilties is hereinafter referred to as the "Project." - 8 - USE OF PROCEEDS The proceeds from the initial sale of the Bonds, together with funds of the Company, were applied to the redemption of the principal amount of the Prior Bonds outstanding immediately prior to redemption on Januar 15, 1995. THE BONDS The six issues of Bonds are each an entirely separate issue but contain substantially the same terms and provisions. The following is a summary of certain provisions common to the Bonds of the six issues. A default in respect of one issue wil not, in and of itself constitute a default in respect of any other issue; however, the same occurrence may constitute a default with respect to more than one issue, No issue of the Bonds is entitled to the benefits of any payments or other security pledged for the benefit of the other issues. Optional or mandatory redemption of one issue of the Bonds may be made in the manner described below without redemption of the other issues. Reference is hereby made to the forms of the Bonds in their entirety for the detailed provisions thereof References to the Issuer, the Trustee, the Bank, the Paying Agent, the Registrar, the Remarketing Agent, the Bonds, the Prior Bonds, the Plant, the Facilities, the Project, the Indenture, the Loan Agreement, the Letter of Credit and other documents and parties are deemed to refer to the Issuer, the Trustee, the Bank, the Paying Agent, the Registrar, the Remarketing Agent, the Bonds, the Prior Bonds, the Plant, the Facilities, the Project, the Indenture, the Loan Agreement, the Letter of Credit and such other documents and parties, respectively, relating to each issue of the Bonds. Initially capitalized terms used herein and not otherwise defined are used as defined in the Indenture. GENERAL The Bonds have been issued only as fully registered Bonds without coupons in the manner described below. The Bonds were dated as of their initial date of delivery and mature on the dates set forth on the inside front cover page of this Reoffering Circular. The Bonds may bear interest at Daily, Weekly, Flexible or Term Interest Rates designated and determined from time to time as described herein. Following the reoffering of the Bonds on November 19, 2008, the Rate Period (as defined below) for the Bonds of each issue wil be a Weekly Interest Rate Period. The Bonds are subject to purchase at the option of the holders of the Bonds, and under certain circumstances are subject to mandatory purchase, in the manner and at the times described herein. The Bonds are subject to optional and mandatory redemption prior to maturity in the manner and at the times described herein. Bonds may be transferred or exchanged for other Bonds in authorized denominations at the principal office of the Trustee as the registrar and paying agent (in such capacities, the "Registrar" and the "Paying Agent"). The Bonds wil be issued in authorized denominations of $100,000 or any integral multiple of $100,000 (provided that one Bond need not be in a multiple of $100,000, but may be in such denomination greater than $100,000 as is necessar to account for any principal amount of the Bonds not corresponding directly with $100,000 denominations) when the Bonds bear interest at a Daily or Weekly Interest Rate; $100,000 or any integral - 9- multiple of $5,000 in excess of $100,000, when the Bonds bear interest at a Flexible Interest Rate; and $5,000 or any integral multiple thereof, when the Bonds bear interest at a Term Interest Rate (collectively, "Authorized Denominations"). Exchanges and transfers wil be made without charge to the Owners, except for any applicable tax or other governmental charge. A "Business Day" is a day except a Saturday, Sunday or other day (a) on which commercial banks located in the cities in which the principal office of the Bank or the principal office of the Obligor on an Alternate Credit Facility, as the case may be, the principal office of the Trustee, the principal office of the Remarketing Agent or the principal office of the Paying Agent are located are required or authorized by law to remain closed or are closed, or (b) on which The New York Stock Exchange, Inc. is closed. "Interest Payment Date" means (a) with respect to any Daily or Weekly Interest Rate Period, the first Business Day of each calendar month, (b) with respect to any Term Interest Rate Period, the first day of the sixth month following the commencement of the Term Interest Rate Period and the first day of each sixth month thereafter, (c) with respect to any Flexible Segment, the Business Day next succeeding the last day of such Flexible Segment, (d) with respect to any Rate Period, the Business Day next succeeding the last day thereof and (e) with respect to any Bond when it bears interest at a Flexible Interest Rate, any date on which there is a mandatory purchase of the Bond as described in subparagraph (c) of the first paragraph under" - Mandatory Purchase" and (f) with respect to any Pledged Bond bearing interest at a Flexible Interest Rate, regardless of the duration of the Flexible Segment, the date on which such Pledged Bond is remarketed pursuant to the Indenture. "Rate Period" means any Daily Interest Rate Period, Weekly Interest Rate Period, Flexible Interest Rate Period or Term Interest Rate Period, "Record Date" means (a) with respect to any Interest Payment Date in respect of any Daily Interest Rate Period, Weekly Interest Rate Period or Flexible Segment, the Business Day next preceding such Interest Payment Date, and (b) with respect to any Interest Payment Date in respect of any Term Interest Rate Period, the fifteenth day of the month preceding such Interest Payment Date. "Tax-Exempt" means, with respect to interest on any obligations of a state or local government, including the Bonds, that such interest is not includible in gross income of the owners of such obligations for federal income tax purposes, except for any interest on any such obligations for any period during which such obligations are owned by a person who is a "substantial user" of any facilities financed or refinanced with such obligations or a "related person" within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as amended (the "1954 Code "), whether or not such interest is includible as an item of tax preference or otherwise includible directly or indirectly for purposes of calculating other tax liabilities, including any alternative minimum tax or environmental tax under the Internal Revenue Code of 1986, as amended (the "Code"). - 10- PAYMENT OF PRINCIPAL AND INTREST The principal of and premium, if any, on the Bonds is payable to the Owners upon surrender thereof at the principal office of the Paying Agent. Except when the Bonds are held in book-entr form (see "Book-Entry System"), interest is payable (i) by bank check or draft mailed by first class mail on the Interest Payment Date to the Owners as of the Record Date or (ii) during any Rate Period other than a Term Interest Rate Period, in immediately available funds (by wire transfer or by deposit to the account of the Owner of any such Bond if such account is maintained with the Paying Agent), but in respect of any Owner of Bonds in a Daily or Weekly Interest Rate Period only to any Owner which owns Bonds in an aggregate principal amount of at least $1,000,000 on the Record Date and who has provided wire transfer instructions to the Paying Agent prior to the close of business on such Record Date. Interest on each Bond is payable on each Interest Payment Date for each such Bond for the period commencing on the immediately preceding Interest Payment Date (or if no interest has been paid thereon, commencing on the date of issuance thereof) to, but not including, such Interest Payment Date. Interest is computed, in the case of any Daily, Weekly, or Flexible Interest Rate Period, on the basis of a 365- or 366-day year, as applicable, for the number of days actually elapsed and, in the case of a Term Interest Rate Period, on the basis of a 360-day year consisting of twelve 30-day months, RATE PERIODS The term of the Bonds is divided into consecutive Rate Periods, during which such Bonds bear interest at a Daily Interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term Interest Rate, as described below. At any time the Rate Period applicable to any issue of Bonds may be different from that applicable to any other issue of Bonds. WEEKLY INTEREST RATE PERIOD Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, the Bonds of an issue bear interest at the Weekly Interest Rate determined by the Remarketing Agent no later than the first day of such Weekly Interest Rate Period and thereafter no later than Tuesday of each week during such Weekly Interest Rate Period, unless any such Tuesday is not a Business Day, in which event the Weekly Interest Rate wil be determined by the Remarketing Agent no later than the Business Day next preceding such Tuesday, The Weekly Interest Rate is the rate determined by the Remarketing Agent (based on an examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been priced or traded under then prevailng market conditions) to be the lowest rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof. If the Remarketing Agent has not determined a Weekly Interest Rate for any period, the Weekly Interest Rate wil be the same as the Weekly Interest Rate for the immediately preceding week. The first Weekly Interest Rate determined for each Weekly Interest Rate Period applies to the period commencing on the first day of the Weekly Interest Rate Period and ending on the next - 11 - succeeding Tuesday. Thereafter, each Weekly Interest Rate applies to the penod commencing on each Wednesday and ending on the next succeeding Tuesday, unless such Weekly Interest Rate Penod ends on a day other than Tuesday, in which event the last Weekly Interest Rate for such Weekly Interest Rate Period applies to the period commencing on the Wednesday preceding the last day of such Weekly Interest Rate Period and ending on such last day. In no event may the Weekly Interest Rate exceed the lesser of 12% per annum or the rate specified in any Letter of Credit or Alternate Credit Facility then in effect (initially 12% per annum). Adjustment to Weekly Interest Rate Period. The interest rate borne by Bonds of an issue may be adjusted to a Weekly Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, of a wntten notice from the Company. Such notice (a) must specify the effective date of such adjustment to a Weekly Interest Rate, which must be (i) a Business Day not earlier than the twentieth day following the third Business Day after the date of receipt by the Trustee and Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable to the Trustee), (ii) in the case of an adjustment from a Term Interest Rate Period, a day on which the Bonds could be redeemed at the option of the Company or the day immediately following the last day of the then-current Term Interest Rate Period, and (ii) in the case of an adjustment from a Flexible Interest Rate Period, either the day immediately following the last day of the then-current Flexible Interest Rate Period or the day immediately following the last day of the last Flexible Segment for each Bond in the then..urrent Flexible Interest Rate Period, all as determined in accordance with clause (a) or (b), respectively, under "-Flexible Interest Rate Period-Adjustment from Flexible Interest Rates;" provided, however, that if prior to the Company's making such election, any Bonds have been called for redemption and such redemption has not theretofore been effected, the effective date of such Weekly Interest Rate Penod may not precede such redemption date; and (b) if the adjustment is from a Term Interest Rate Period having a duration in excess of one year, must be accompanied by an opinion of nationally recognized bond counsel ("Bond Counsel") to the effect that such adjustment (i) is authorized or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (ii) wil not adversely affect the Tax-Exempt status of the interest on the Bonds, Notice of Adjustment to Weekly Interest Rate Period. The Trustee wil give notice by mail of an adjustment to a Weekly Interest Rate Period to the Owners not less than 20 days prior to the effective date of such Weekly Interest Rate Period. Such notice must state (a) that the interest rate on such Bonds wil be adjusted to a Weekly Interest Rate (subject to the Company's ability to rescind its election as described below under "Rescission of Election"), (b) the effective date of such Weekly Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on such effective date, (d) the procedures for such mandatory purchase, (e) the purchase price of such Bonds on the effective date (expressed as a percentage of the principal amount thereof), and (f) that the Owners of such Bonds do not have the right to retain their Bonds on such effective date. - 12- DAILY INTEREST RATE PERIOD Determination of Daily Interest Rate, During each Daily Interest Rate Period, the Bonds of an issue bear interest at the Daily Interest Rate determined by the Remarketing Agent either on each Business Day for such Business Day or on the next preceding Business Day for any day that is not a Business Day. The Daily Interest Rate is the rate determined by the Remarketing Agent (based on an examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been priced or traded under then-prevailing market conditions) to be the lowest rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof. If the Remarketing Agent has not determined a Daily Interest Rate for any day by 10:00 a.m., New York time, the Daily Interest Rate for such day wil be the same as the Daily Interest Rate for the immediately preceding Business Day. In no event may the Daily Interest Rate exceed the lesser of 12% per annum or the rate specified in any Letter of Credit or Alternate Credit Facility then in effect (initially 12% per annum). Adjustment to Daily Interest Rate Period The interest rate borne by Bonds of an issue may be adjusted to a Daily Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facilty, as the case may be, of a written notice from the Company. Such notice (a) must specify the effective date of the adjustment to a Daily Interest Rate, which must be (i) a Business Day not earlier than the twentieth day following the third Business Day after the date of receipt by the Trustee and Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable to the Trustee), (ii) in the case of an adjustment from a Term Interest Rate Period, a day on which the Bonds could be redeemed at the option of the Company or the day immediately following the last day of the then-current Term Interest Rate Period, and (iii) in the case of an adjustment from a Flexible Interest Rate Period, either the day immediately following the last day of the then-current Flexible Interest Rate Period or the day immediately following the last day of the last Flexible Segment for each Bond in the then -current Flexible Interest Rate Period, all as determined in accordance with clause (a) or (b), respectively, under "-Flexible Interest Rate Period-Adjustment from Flexible Interest Rates;" provided, however, that if prior to the Company's making such election, any Bonds have been called for redemption and such redemption has not theretofore been effected, the effective date of such Daily Interest Rate Period may not precede such redemption date; and (b) if the adjustment is from a Term Interest Rate Period having a duration in excess of one year, is accompanied by an opinion of Bond Counsel to the effect that such adjustment (i) is authorized or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (ii) wil not adversely affect the Tax-Exempt status of the interest on the Bonds. Notice of Adjustment to Daily Interest Rate Period. The Trustee wil give notice by mail of an adjustment to a Daily Interest Rate Period to the Owners not less than 20 days prior to the effective date of such Daily Interest Rate Period. Such notice must state (a) that the interest rate on such Bonds wil be adjusted to a Daily Interest Rate (subject to the Company's ability to rescind its election as described below under "Rescission of Election "), (b) the effective date of - 13 - such Daily Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on such effective date, (d) the procedures for such mandatory purchase, (e) the purchase price of such Bonds on the effective date (expressed as a percentage of the principal amount thereof), and (f) that the Owners of such Bonds do not have the right to retain their Bonds on such effective date. TERM INTREST RATE PERIOD Determination of Term Interest Rate. During each Term Interest Rate Period, the Bonds of an issue bear interest at the Term Interest Rate determined by the Remarketing Agent on a Business Day selected by the Remarketing Agent, but not more than 30 days prior to and not later than the effective date of such Term Interest Rate Period, The Term Interest Rate is the rate determined by the Remarketing Agent on such date, and communicated on such date to the Trustee, the Paying Agent, the Company and the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be), as being the lowest rate (based on an examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) which would enable the Remarketing Agent to sell the Bonds on the effective date of such Term Interest Rate Period at a price (without regard to accrued interest) equal to 100% of the principal amount thereof. If, for any reason, a Term Interest Rate for any Term Interest Rate Period has not be determined or effective, then (a) if the then-eurrent Term Interest Rate Period is for one year or less, the Rate Period for such Bonds wil automatically convert to a Daily Interest Rate Period and (b) if the then-eurrent Term Interest Rate Period is for more than one year, the Rate Period for the Bonds wil automatically adjust to a Term Interest Rate Period of one year and one day; provided, however, that if the last day of any successive Term Interest Rate Period is not a day immediately preceding a Business Day, then such successive Term Interest Rate Period wil end on the first day immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate Period wil be a Term Interest Rate Period ending on the day prior to the final maturity date of the Bonds; provided, further, that in the case of clause (b) above, if the Company delivers to the Trustee an approving opinion of Bond Counsel prior to the end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds wil adjust to a Daily Interest Rate Period. If the Daily Interest Rate for the first day of any such Daily Interest Rate Period is not determined as described under "-Daily Interest Rate Period-Determination of Daily Interest Rate," the Daily Interest Rate for the first day of such Daily Interest Rate Period wil be 80% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent as most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause (b) above is not determined as described in the second preceding sentence, the Term Interest Rate for such Term Interest Rate Period wil be 100% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent as most comparable to The Bond Buyer). In no event may any Term Interest Rate exceed the lesser of 12% per annum or the rate specified in any Alternate Credit Facility then in effect. - 14- Adjustment to or Continuation of Term Interest Rate Period. The interest rate borne by Bonds of an issue may be adjusted to or continued as a Term Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, of a written notice from the Company, which notice specifies the duration of the Term Interest Rate Period during which the Bonds bear, or continue to bear, interest at a Term Interest Rate. Such notice may specify two or more consecutive Term Interest Rate Periods and, if it so specifies, must specify the duration of each such Term Interest Rate Period as provided in this paragraph, Such notice must specify the effective date of each Term Interest Rate Period, which must be (a) a Business Day not earlier than the twentieth day following the third Business Day after the date of receipt by the Trustee and Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable to the Trustee), (b) in the case of an adjustment from or continuation of a Term Interest Rate Period, a day on which the Bonds could be redeemed at the option of the Company or the day immediately following the last day of the then-eurrent Term Interest Rate Period, and (c) in the case of an adjustment from a Flexible Interest Rate Period, either the day immediately following the last day of the then-eurrent Flexible Interest Rate Period or the day immediately following the last day of the last Flexible Segment for each Bond in the then-eurrent Flexible Interest Rate Period, all as determined in accordance with clause (a) or (b), respectively, under "-Flexible Interest Rate Period-Adjustment from Flexible Interest Rates;" provided, however, that if prior to the Company's making such election, any Bonds have been called for redemption and such redemption has not been effected, the effective date of such Term Interest Rate Period may not precede such redemption date. Such notice must also specify (i) the last day of such Term Interest Rate Period (which is either the day preceding the maturity date of the Bonds or a day which both immediately precedes a Business Day and is at least one year after such effective date) and (ii) unless such Term Interest Rate Period immediately succeeds a Term Interest Rate Period of the same duration and is subject to the same optional redemption rights, is accompanied by an opinion of Bond Counsel to the effect that such adjustment (A) is authorized or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (B) wil not adversely affect the Tax-Exempt status of the interest on the Bonds. If, by 20 days prior to the end of the then-eurrent Term Interest Rate Period, the Trustee has not received the Company's notice of an adjustment to a Daily Interest Rate Period, a Weekly Interest Rate Period, a Term Interest Rate Period or a Flexible Interest Rate Period, accompanied by appropriate opinions of Bond Counsel, then (a) in the event the then-eurrent Term Interest Rate Period is for one year or less, the Rate Period for the Bonds wil automatically convert to a Daily Interest Rate Period and (b) in the event the current Term Interest Rate Period is for more than one year, the Rate Period for the Bonds wil automatically adjust to a Term Interest Rate Period of one year and one day; provided, however, that if the last day of any successive Term Interest Rate Period wil not be a day immediately preceding a Business Day, then such successive Term Interest Rate Period wil end on the first day immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate Period wil be a Term Interest Rate Period ending on the day prior to the final maturity date of the Bonds; provided, further, that in the case of clause (b) above, if the Company delivers to the Trustee an approving opinion of Bond Counsel prior to the end of the then -effective Term Interest Rate Period, the Rate Period for the Bonds wil adjust to a Daily Interest Rate Period. If - 15 - the Daily Interest Rate for the first day of any such Daily Interest Rate Period is not determined as described under "-Daily Interest Rate Period-Determination of Daily Interest Rate," the Daily Interest Rate for the first day of such Daily Interest Rate Period wil be 80% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent as most comparable to The Bond Buyer), If a Term Interest Rate for any such Term Interest Rate Period described in clause (b) above is not determined as described in the second preceding sentence, the Term Interest Rate for such Term Interest Rate Period wil be 100% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent as the most comparable to The Bond Buyer). The notice of an adjustment to or continuation of a Term Interest Rate may specify that such Term Interest Rate Period wil be automatically renewed for successive Term Interest Rate Periods each having the same duration as the Term Interest Rate Period so specified; provided, however, that such election must be accompanied by an opinion of Bond Counsel to the effect that such continuing automatic renewals of such Term Interest Rate Period (a) are authorized or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (b) wil not adversely affect the Tax-Exempt status of interest on the Bonds, If such election is made, no opinion of Bond Counsel is required in connection with the commencement of each successive Term Interest Rate Period determined in accordance with such election. At the same time the Company elects to have the Bonds bear interest at a Term Interest Rate, or to continue to bear interest at a Term Interest Rate, the Company may also specify in the notice to the Trustee optional redemption prices and periods different from those set forth in the Indenture during the Term Interest Rate Period(s) with respect to which such election is made; provided, however, that such notice is accompanied by an opinion of Bond Counsel to the effect that such changes are authorized or permitted by the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and the Indenture and wil not adversely affect the Tax-Exempt status of the Bonds. Notice of Adjustment to or Continuation of Term Interest Rate Period. The Trustee wil give notice by mail of an adjustment to or continuation of a Term Interest Rate Period to the Owners not less than 20 days prior to the effective date of such Term Interest Rate Period, Such notice must state (a) that the interest rate on the Bonds wil be adjusted to, or continue to be, a Term Interest Rate (subject to the Company's ability to rescind its election as described below under "Rescission of Election"), (b) the effective date and the last date of such Term Interest Rate Period, (c) that the Term Interest Rate for such Term Interest Rate Period wil be determined not later than the effective date thereof, (d) how such Term Interest Rate may be obtained from the Remarketing Agent, (e) the Interest Payment Dates after such effective date, (0 that during such Term Interest Rate Period the holders of such Bonds wil not have the right to tender their Bonds for purchase, (g) that, except when the new Term Interest Rate Period is preceded by a Term Interest Rate Period of the same duration, such Bonds are subject to mandatory purchase on such effective date, and (h) the redemption provisions that wil apply to the Bonds during such Term Interest Rate Period. - 16 - FLEXIBLE INTREST RATE PERIOD Determination of Flexible Segments and Flexible Interest Rates. During each Flexible Interest Rate Period, each Bond bears interest during each Flexible Segment for such Bond at the Flexible Interest Rate for such Bond. Each Flexible Segment for any Bond wil be a period ending on a day immediately preceding a Business Day, of not less than one nor more than 365 days determined by the Remarketing Agent to be, in its judgment, the period which, together with all other Flexible Segments for all Bonds of such issue then outstanding, is likely to result in the lowest overall net interest expense on such Bonds. Any Bond purchased on behalf of the Company and remaining unsold by the Remarketing Agent as of the close of business on the effective date of the Flexible Segment for such Bond wil have a Flexible Segment of one day or, if such Flexible Segment would not end on a day immediately preceding a Business Day, a Flexible Segment of more than one day ending on the day immediately preceding the next Business Day, No Flexible Segment may extend beyond the final maturity date of the Bonds, The Flexible Interest Rate for each Flexible Segment for each Bond is the rate determined by the Remarketing Agent (based on an examination of Tax -Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been priced or traded under then prevailing market conditions) no later than the first day of such Flexible Segment (and in the case of a Flexible Segment of one day, no later than 12:30 p.m. New York time, on such date) to be the lowest rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof. If a Flexible Segment or a Flexible Interest Rate for a Flexible Segment is not determined or effective, the Flexible Segment for such Bond wil be a Flexible Segment of one day, and the interest rate for such Flexible Segment of one day wil be 80% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the publication determined by the Remarketing Agent as most comparable to The Bond Buyer). In no event may any Flexible Interest Rate exceed the lesser of 12% per annum or the rate specified in any Alternate Credit Facility then in effect. Adjustment to Flexible Interest Rate Period. The interest rate borne by Bonds of an issue may be adjusted to Flexible Interest Rates upon receipt by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, of a written notice from the Company. Such notice (a) must specify the effective date of the Flexible Interest Rate Period which must be (i) a Business Day not earlier than the twentieth day following the third Business Day after the date of receipt by the Trustee and Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable to the Trustee) and (ii) in the case of an adjustment from a Term Interest Rate Period, a day on which the Bonds could be redeemed at the option of the Company or the day immediately following the last day of the then-current Term Interest Rate Period; provided, however, that if prior to the Company's making such election any Bonds have been called for redemption and such redemption has not theretofore been effected, the effective date of the Flexible Interest Rate Period may not precede such redemption date and (b) in the case of an adjustment from a Term Interest Rate Period having a duration in excess of one year, is accompanied by an opinion of Bond Counsel to the effect that such adjustment (i) is authorized or permitted by the Indenture - 17 - and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (ii) wil not adversely affect the Tax -Exempt status of the interest on the Bonds. During each Flexible Interest Rate Period commencing on the date so specified (provided that the opinion of Bond Counsel described in clause (b) above, if required, is reaffrmed as of such date) and ending on the day immediately preceding the effective date of the next succeeding Rate Period, each Bond wil bear interest at a Flexible Interest Rate during each Flexible Segment for such Bond. Notice of Adjustment to Flexible Interest Rate Period. The Trustee wil give notice by mail of an adjustment to a Flexible Interest Rate Period to the Owners not less than 20 days prior to the effective date of such Flexible Interest Rate Period. Such notice must state (a) that the interest rate on the Bonds wil be adjusted to Flexible Interest Rates (subject to the Company's ability to rescind its election as described below under "Rescission of Election"), (b) the effective date of such Flexible Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on the effective date of such Flexible Interest Rate Period, (d) the procedures for such mandatory purchase, and (e) that the Owners of such Bonds do not have the right to retain their Bonds on such effective date. Adjustment from Flexible Interest Rates. At any time during a Flexible Interest Rate Period, the interest rate borne by Bonds of an issue may be adjusted from Flexible Interest Rates and the Bonds wil instead bear interest as otherwise permitted in the Indenture, upon receipt by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) of written notice from the Company specifying the Rate Period to follow with respect to such Bonds and instructing the Remarketing Agent to: (a) determine Flexible Segments of such duration that, as soon as possible, all Flexible Segments wil end on the same date, not earlier than the eleventh day following the third Business Day (or such shorter period acceptable to the Trustee) following the receipt by the Trustee and Paying Agent of notice from the Company, which date wil be the last day of the then -current Flexible Interest Rate Period, and, upon the establishment of such Flexible Segments, the day next succeeding the last day of all such Flexible Segments is the effective date of the Rate Period elected by the Company; or (b) determine Flexible Segments of such duration that wil, in the judgment of the Remarketing Agent, best promote an orderly transition to the next succeeding Rate Period beginning not earlier than the eleventh day following the third Business Day (or such shorter period acceptable to the Trustee) after the receipt by the Trustee and Paying Agent of such notice. If the Company selects alternative (b) above, the day next succeeding the last day of the Flexible Segment for each Bond of an issue wil be with respect to such Bond the effective date of the Rate Period elected by the Company. An adjustment from a Flexible Interest Rate Period described in this paragraph may result in some of the Bonds of an issue bearing interest at a Daily Interest Rate, Weekly Interest Rate or Term Interest Rate while other Bonds of such issue continue to bear interest at Flexible Interest Rates. - 18 - DETERMNATION CONCLUSIVE The determination of the varous interest rates referred to above is conclusive and binding upon the Remarketing Agent, the Trustee, the Paying Agent, the Issuer, the Company, the Owners of the Bonds and the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be). RESCISSION OF ELECTION The Company may rescind any election by it to adjust to or, in the case of a Term Interest Rate Period, continue a Rate Period prior to the effective date of such adjustment or continuation by giving written notice of rescission to the Issuer, the Trustee, the Paying Agent the Remarketing Agent and the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) prior to such effective date. At the time the Company gives notice of the rescission, it may also elect in such notice to continue the Rate Period then in effect; provided, however, that if the Rate Period then in effect is a Term Interest Rate Period, the subsequent Term Interest Rate Period may not be of a different duration than the Term Interest Rate Period then in effect unless the Company provides to the Trustee an approving opinion of Bond Counsel prior to the expiration of the then-eurrent Term Interest Rate Period. If the Trustee receives notice of such rescission prior to the time the Trustee has given notice to the Owners of the change in or continuation of Rate Periods, then such notice of change in or continuation of Rate Periods is of no force and effect and wil not be given to the Owners. If the Trustee receives notice of such rescission after the Trustee has given notice to the Owners of an adjustment from other than a Term Interest Rate Period in excess of one year or an attempted adjustment from one Rate Period (other than a Term Interest Rate Period in excess of one year) to another Rate Period does not become effective for any other reason and if the Company does not elect to continue the Term Interest Rate Period then in effect, then the Rate Period for the Bonds wil automatically adjust to or continue in a Daily Interest Rate Period and the Trustee wil immediately give notice thereof to the Owners of the Bonds. If the Trustee receives notice of such rescission after the Trustee has given notice to the Owners of an adjustment from a Term Interest Rate Period in excess of one year to another Rate Period (including a Term Interest Rate Period of a different duration), or if an attempted adjustment from a Term Interest Rate Period in excess of one year to another Rate Period (including a Term Interest Rate Period of a different duration) does not become effective for any reason and if the Company does not elect to continue the Term Interest Rate Period then in effect, then the Rate Period for the Bonds wil continue to be a Term Interest Rate Period of the same duration as the immediately preceding Term Interest Rate Period, subject to the second proviso contained in the paragraph above under "- Term Interest Rate Period-Determination of Term Interest Rate;" provided that if the Company delivers to the Trustee an approving opinion of Bond Counsel prior to the end of the then effective Term Interest Rate Period, the Rate Period for the Bonds wil be as directed by the Company in writing. If a Daily Interest Rate for the first day of any Daily Interest Rate Period to which a Rate Period is adjusted in accordance with this paragraph is not determined as described in "-Daily Interest Rate Period-Determination of Daily Interest Rate," the Daily Interest Rate for the first day of such Daily Interest Rate Period wil be 80% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-year note index contained in the - 19- publication determined by the Remarketing Agent as most comparable to The Bond Buyer). The Trustee wil immediately give written notice of each such automatic adjustment to a Rate Period as described in this paragraph to the Owners. Notwithstanding the rescission by the Company of any notice to adjust or continue a Rate Period, if notice has been given to Owners of such adjustment or continuation, the Bonds are subject to mandatory purchase as specified in such notice. OPTIONAL PURCHASE Daily Interest Rate Period. During any Daily Interest Rate Period, any Bond (or portions thereof in Authorized Denominations) wil be purchased at the option of the owner thereof on any Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued interest, if any, to the date of purchase upon: (a) delivery to the Trustee at the Delivery Office of the Trustee and to the Remarketing Agent at the Principal Office of the Remarketing Agent, not later than 11:00 a.m" New York time, on such Business Day, of an irrevocable written or telephonic notice (promptly confirmed in writing), which states the principal amount and certificate number (if the Bonds are not then held in book-entry form) of such Bond to be purchased and the date of such purchase; and (b) except when the Bond is held in book-entry form, delivery of such Bond, accompanied by an instrment of transfer (which may be the form printed on the Bond) executed in blan by its Owner, with such signature guaranteed by a bank, trst company or member firm of the New York Stock Exchange, Inc. to the Delivery Offce of the Trustee at or prior to 1 :00 p.m., New York time, on such purchase date. Weekly Interest Rate Period. During any Weekly Interest Rate Period, any Bond (or portions thereof in Authorized Denominations) wil be purchased at the option of the owner thereof on any Wednesday, or if such Wednesday is not a Business Day, the next succeeding Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued interest, if any, to the date of purchase upon: (a) delivery to the Trustee at the Delivery Office of the Trustee of an irrevocable written notice or telephonic notice (promptly confirmed in writing) by 5:00 p.m., New York time, on any Business Day, which states the principal amount and certificate number (if the Bonds are not then held in book-entr form) of such Bond to be purchased and the date on which such Bond is to be purchased, which date may not be prior to the seventh day next succeeding the date of the delivery of such notice to the Trustee; and (b) except when the Bond is held in book-entry form, delivery of such Bond, accompanied by an instrment of transfer (which may be the form printed on the Bond) executed in blank by its Owner, with such signature guaranteed by a bank, trust company or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the - 20- Trustee at or prior to 1 :00 p.m., New York time, on the purchase date specified in such notice. Term Interest Rate Period. Any Bond (or portions thereof in Authorized Denominations) wil be purchased at the option of the owner thereof on the first day of any Term Interest Rate Period that follows a Term Interest Rate Period of equal duration, at a purchase price equal to (x) if the Bond is purchased on or prior to the Record Date, 100% of the principal amount thereof plus accrued interest from the Interest Payment Date next preceding the date of purchase to the date of purchase (unless the date of purchase is an Interest Payment Date in which case the purchase price is equal to the principal amount thereof) or (y) if the Bond is purchased after the Record Date, 100% of the principal amount thereof, upon: (a) delivery to the Trustee at the Delivery Office of the Trustee on any Business Day not less than 15 days before the purchase date of an irrevocable notice in writing by 5:00 p.m" New York time, which states the principal amount and certificate number (if the Bonds are not then held in book-entry form) of such Bond to be so tendered for purchase; and (b) except when the Bond is held in book-entry form, delivery of such Bond, accompanied by an instrment of transfer (which may be the form printed on the Bond) executed in blank by its Owner, with such signature guaranteed by a bank, trust company or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the Trustee at or prior to 1:00 p.m., New York time, on the date of such purchase. FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE BENEFICIAL OWNER OF THE BONDS THROUGH ITS DIRECT PARTICIPANT (AS HEREINAFTER DEFINED) MUST GIVE NOTICE TO THE TRUSTEE TO ELECT TO HAVE SUCH BONDS PURCHASED, AND MUST EFFECT DELIVERY OF SUCH BONDS BY CAUSING SUCH DIRECT PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL TO SUCH BENEFICIAL OWNER'S INTEREST ON THE RECORDS OFDTC TO THE TRUSTEE'S PARTICIPANT ACCOUN WITH DTC. ThE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC PARTICIPANTS ON THE RECORDS OF DTC. SEE "-BOOK-ENTY SYSTEM." MANDATORY PUCHASE The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued interest to the purchase date described below, upon the occurrence of any of the events stated below: (a) as to any Bond, on the effective date of any change in a Rate Period, other than the effective date of a Term Interest Rate Period which was preceded by a Term Interest Rate Period of the same duration; (b) as to each Bond in a Flexible Interest Rate Period, on the day next succeeding the last day of any Flexible Segment with respect to such Bond; or - 21 - (c) as to all Bonds of an issue, on the Business Day preceding an Expiration of the Term of the Letter of Credit or an Expiration of the Term of an Alternate Credit Facility; or (d) as to all of the Bonds of an issue, on the next succeeding Business Day following the day that the Trustee receives notice from the Bank or the Obligor on an Alternate Credit Facility, as the case may be, that, following a drawing on the Letter of Credit or the Alternate Credit Facility on an Interest Payment Date for the payment of unpaid interest on the Bonds, the Letter of Credit or the Alternate Credit Facility wil not be reinstated in accordance with its terms. When Bonds are subject to redemption pursuant to paragraph (c) below under "-Optional Redemption of Bonds," the Bonds are also subject to mandatory purchase on a day that the Bonds would be subject to redemption, at a purchase price equal to 100% of the principal amount thereof plus an amount equal to any premium which would have been payable on such redemption date had the Bonds been redeemed if the Company gives notice to the Trustee on the day prior to the redemption date that it elects to have the Bonds purchased in lieu of redemption, If the Bonds are purchased on or prior to the Record Date, the purchase price wil include accrued interest from the Interest Payment Date next preceding the date of purchase to the date of purchase (unless the date of purchase is an Interest Payment Date, in which case the purchase price is equal to the amount specified in the preceding sentence). If the Bonds are purchased after the Record Date, the purchase price does not include accrued interest. If the Bonds are subject to mandatory purchase in accordance with the provisions described in subparagraph (c) of the second preceding paragraph, the Trustee wil give notice by mail to the Remarketing Agent and the Owners of the Bonds of the Expiration of the Term of the Letter of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be, not less than 15 days prior to such Expiration, which notice must (a) describe generally any Letter of Credit or any Alternate Credit Facility in effect prior to such Expiration, and any Substitute Letter of Credit or Alternate Credit Facility to be in effect upon such Expiration and state the name of the provider thereof; (b) state the date of the Expiration of the Term of the Letter of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be; (c) state the rating or ratings, if any, which the Bonds are expected to receive from any rating agency following such Expiration; (d) state that the Bonds are subject to mandatory purchase; (e) state the purchase date; and (0 except when the Bonds are held in book--ntry form, state that the Bonds must be delivered to the New York office designated by the Trustee as the "Delivery Office of the Trustee." If the Bonds are subject to mandatory purchase in accordance with the provisions described in subparagraph (d) of the third preceding paragraph, the Trustee shall, immediately upon receipt of notice from the Bank or the Obligor on a Alternate Credit Facility, as the case may be, that the Letter of Credit or the Alternate Credit Facility wil not be reinstated in accordance with its terms, give Electronic Notice and notice by overnight mail service to the Remarketing Agent and to the Owners of the Bonds at their addresses shown on the registration books kept by the Registrar, which notice shall (a) describe generally any Letter of Credit or any Alternate Credit Facility in effect prior to such mandatory purchase; (b) state that the Letter of - 22- Credit or the Alternate Credit Facilty, as the case may be, is not being reinstated in accordance with its terms; (c) state that the Bonds are subject to mandatory purchase; (d) state the purchase date; and (e) except when the Bonds are held in book-entry form, state that the Bonds must be delivered to the New York office designated by the Trustee as the "Delivery Office of the Trustee," FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF MANDATORY PURCHASE OF BONDS WILL BE GIVEN BY THE TRUSTEE TO DTC ONLY, AND NEITHER THE ISSUER, THE TRUSTEE, THE COMPANY NOR ANY REMARKETING AGENT HAS ANY RESPONSIBILITY FOR THE DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY ANY DIRECT PARTICIPANTS TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DIRECT PARTICIPANTS ON THE RECORDS OF DTC. SEE "BOOK-ENTRY SYSTEM." PuRCHASE OF BONDS On the date on which Bonds are delivered to the Trustee for purchase as specified above under "-Optional Purchase" or "-Mandatory Purchase," the Trustee wil pay the purchase price of such Bonds solely from the following sources in the order of priority indicated, and the Trustee has no obligation to use funds from any other source: (a) Available Moneys (as hereinafter defined) furnished by the Company to the Trustee for the purchase of Bonds; (b) proceeds of the sale of such Bonds (other than Bonds sold to the Company, any subsidiar of the Company, any guarantor of the Company, the Issuer or any "insider" (as defined in the United States Bankruptcy Code) of any of the aforementioned) by the Remarketing Agent; (c) Available Moneys or moneys provided pursuant to the Letter of Credit or an Alternate Credit Facility, as the case may be, for the payment of the purchase price of the Bonds furnished by the Trustee pursuant to the Indenture for the purchase of Bonds deemed paid in accordance with the defeasance provisions of the Indenture; (d) moneys furnished pursuant to the Letter of Credit or an Alternate Credit Facility, as the case may be, to the Trustee for the payment of the purchase price of the Bonds; and (e) any other moneys furnished by the Company to the Trustee for purchase of the Bonds; provided, however, that funds for the payment of the purchase price of defeased Bonds may be derived only from the sources described in (c) above, in such order of priority. - 23 - "Available Moneys" means (a) during such time as a Letter of Credit or an Alternate Credit Facility is in effect, (i) moneys on deposit in trst with the Trustee as agent and bailee for the Owners of the Bonds for a period of at least 123 days prior to and during which no petition in bankrptcy or similar insolvency proceeding has been fied by or against the Company or the Issuer (or any subsidiary of the Company, any guarantor of the Company or any insider (as defined in the United States Bankrptcy Code), to the extent that such moneys were deposited by any of such subsidiary, guarantor or insider) or is pending (unless such petition has been dismissed and such dismissal is final and not subject to appeal) and (ii) (A) proceeds of the issuance of refunding bonds (including proceeds from the investment thereof), and (B) any other moneys, if, in the written opinion of nationally recognized counsel experienced in bankrptcy matters selected by the Company (which opinion is in a form acceptable to the Trustee, to Moody's, if the Bonds are then rated by Moody's and to S&P, if the Bonds are then rated by S&P, and is delivered to the Trustee at or prior to the time of the deposit of such proceeds with the Trustee), the deposit and use of such proceeds or other moneys wil not constitute a voidable preference under Section 547 of the United States Bankrptcy Code in the event either the Issuer or the Company were to become a debtor under the United States Bankruptcy Code (the "Preference Opinion Condition "), and (b) at any time that a Letter of Credit or an Alternate Credit Facility is not in effect, any moneys on deposit with the Trustee as agent and bailee for the Owners of the Bonds and proceeds from the investment thereof. REMARKETING OF BONDS The Remarketing Agent wil offer for sale and use its best efforts to remarket any Bond subject to purchase pursuant to the optional or mandatory purchase provisions described above, any such remarketing to be made at a price equal to 100% of the principal amount thereof plus accrued interest, if any, to the purchase date. The Company may direct the Remarketing Agent from time to time to cease and to resume sales efforts with respect to some or all of the Bonds, Anything in the Indenture to the contrar notwithstanding, at any time during which the Letter of Credit or an Alternate Credit Facilty, as the case may be, is in effect, there wil be no sales of Bonds as described in the preceding paragraph, if (a) there has occurred and has not been cured or waived an Event of Default described in paragraphs (a), (b) or (c) under the caption "1ìm INDENTUREs-Defaults" of which the Remarketing Agent and the Trustee have actual knowledge or (b) the Bonds have been declared to be immediately due and payable as described under the caption "THEINDENTuREs-Remedies" and such declaration has not been rescinded pursuant to the Indenture. OPTONAL REDEMPTION OF BONDS Bonds of any issue may be redeemed at the option of the Company (but only with the consent of the Bank (or, if applicable, by the Obligor on an Alternate Credit Facility, if required by the Alternate Credit Facility)), in whole, or in part by lot, prior to their maturity date as follows: (a) On any Business Day during a Daily Interest Rate Period or Weekly Interest Rate Period, the Bonds of an issue may be redeemed at a redemption price equal - 24- to 100% of the principal amount thereof plus accrued interest, if any, to the date of redemption. (b) During any Flexible Interest Rate Period, each Bond may be redeemed on the day next succeeding the last day of each Flexible Segment for such Bond at a redemption price equal to 100% of its principal amount. (c) During any Term Interest Rate Period and on the day next succeeding the last day of each Term Interest Rate Period, the Bonds of an issue may be redeemed during the periods specified below, in whole or in par at any time, at the redemption prices set forth below plus accrued interest, if any, to the redemption date: LENGTH OFTERM INTREST RATE PERIOD Greater than 13 years Greater than 10 and less than or equal to 13 years Greater than 7 and less than or equal to 10 years Greater than 4 and less than or equal to 7 years Greater than 2 and less than or equal to 4 years Greater than 1 and less than or equal to 2 years Less than or equal to 1 year REDEMPTION DATES AND PRICES At any time on or after the 10th anniversar of the effective date of the Term Interest Rate Period at 102% declining 1 % annually to 100% At any time on or after the 5th anniversar of the effective date of the Term Interest Rate Period at 102% declining 1 % annually to 100% At any time on or after the 3rd anniversar of the effective date of the Term Interest Rate Period at 102% declining 1 % annually to 100% At any time on or after the 2nd anniversar of the effective date of the Term Interest Rate Period at 101 % declining 1/2% annually to 100% At any time on or after the 2nd anniversar of the effective date of the Term Interest Rate Period at 101 % declining 1/2% each six months thereafter to 100% At any time on or after the 1st anniversar of the effective date of the Term Interest Rate Period at 100-1/2% declining 1/2% six months thereafter to 100% Not redeemable With respect to any Term Interest Rate Period, the Company may specify in the notice described above in the third paragraph under" - Term Interest Rate Period-Adjustment to or Continuation of Term Interest Rate Period" redemption provisions, prices and periods other than those set forth above; provided, however, that such notice is accompanied by an opinion of Bond Counsel to the effect that such changes are authorized or permitted by the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and the Indenture and wil not adversely affect the Tax-Exempt status of the Bonds. - 25 - EXTRAORDINARY OPTIONAL REDEMPTION OF BONDS At any time, the Bonds of an issue are subject to redemption at the option of the Company in whole or in par (and if in part, by lot), at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date, upon receipt by the Trustee of a written notice from the Company (but only with the consent of the Bank (or, if applicable, by the Obligor on an Alternate Credit Facility, if required by the Alternate Credit Facility)) stating that any of the following events has occurred and that the Company therefore intends to exercise its option to prepay the payments due under the Loan Agreement in whole or in par and thereby effect the redemption of the Bonds of an issue in whole or in part to the extent of such prepayments: (a) the Company has determined that the continued operation of the Plant is impracticable, uneconomical or undesirable for any reason; or (b) the Company has determined that the continued operation of the Project is impracticable, uneconomical or undesirable due to (i) the imposition of taxes, other than ad valorem taxes currently levied upon privately owned property used for the same general purpose as the Project, or other liabilities or burdens with respect to the Project or the operation thereof, (ii) changes in technology, in environmental standards or legal requirements or in the economic availability of materials, supplies, equipment or labor or (iii) destrction of or damage to all or par of the Project; or (c) all or substantially all of the Project or the Plant has been condemned or taken by eminent domain; or (d) the operation of the Project or the Plant has been enjoined or has otherwise been prohibited by, or conflcts with, any order, decree, rule or regulation of any court or of any federal, state or local regulatory body, administrative agency or other governmental body. SPECIAL MANDATORY REDEMPTION OF BONDS The Bonds are subject to mandatory redemption at 100% of the principal amount thereof plus accrued interest, if any, to the date of redemption upon the occurrence of the following events. The Bonds wil be redeemed in whole within 180 days following a "Determination of Taxabilty" as defined below; provided that, if in the opinion of Bond Counsel delivered to the Trustee, the redemption of a specified portion of the Bonds outstanding would have the result that interest payable on the Bonds remaining outstanding after such redemption would remain Tax-Exempt, then the Bonds wil be redeemed in part by lot (in Authorized Denominations) in such amount as Bond Counsel in such opinion has determined is necessar to accomplish that result. A "Determination of Taxabilty" is deemed to have occurred if, as a result of an Event of Taxability (as defined below), a final decree or judgment of any federal court or a final action of the Internal Revenue Service determines that interest paid or payable on any Bond is or was - 26- includible in the gross income of an owner of the Bonds for federal income tax purposes under the Code (other than an owner who is a "substantial user" or "related person" within the meaning of Section 103(b)(13) of the 1954 Code). However, no such decree or action wil be considered final for this purpose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any owner of a Bond, and until conclusion of any appellate review, if sought. If the Trustee receives written notice from any owner stating (a) that the owner has been notified in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such owner for the reasons described therein or any other proceeding has been instituted against such owner which may lead to a final decree or action as described in the Loan Agreement, and (b) that such owner wil 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 wil promptly give notice thereof to the Company, the Insurer, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be), the Issuer and the owner of each Bond then outstanding. If a final decree or action as described above thereafter occurs and the Trustee has received written notice thereof at least 45 days prior to the redemption date, the Trustee wil make the required demand for prepayment of the amounts payable under the Loan Agreement for prepayment of the Bonds and give notice of the redemption of the Bonds at the earliest practical date, but not later than the date specified in the Loan Agreement, and in the manner provided by the Indenture. An "Event of Taxabilty" means the failure of the Company to observe any covenant, agreement or representation in the Loan Agreements, which failure results in a Determination of Taxabilty. PROCEDURE FOR AND NOTICE OF REDEMPTION If less than all of the Bonds of an issue are called for redemption, the paricular Bonds or portions thereof to be redeemed wil be selected by the Trustee, by lot. In selecting Bonds for redemption, the Trustee wil treat each Bond as representing that number of Bonds which is obtained by dividing the principal amount of each Bond by the minimum Authorized Denomination. Notwithstanding the foregoing provisions, Pledged Bonds shall be redeemed prior to any other Bonds. Any Bonds selected for redemption which are deemed to be paid in accordance with the provisions of the Indenture wil cease to bear interest on the date fixed for redemption. Subject to the procedures described below under "- Book-Entry System" for Bonds held in book-entry form, upon presentation and surrender of such Bonds at the place or places of payment, such Bonds wil be paid and redeemed. Notice of redemption wil be given by mail as provided in the Indenture, at least 30 days and not more than 60 days prior to the redemption date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein, does not affect the validity of any proceedings for the redemption of any other of the Bonds. Such notice wil also be sent to the Remarketing Agent, the Insurer, the Bank or the Obligor on an Alternative Credit Facility, as the case may be, the Company Mortgage Trustee, Moody's, S&P, securities depositories and bond information services. With respect to notice of any optional redemption of the Bonds, as described above, unless upon the giving of such notice, such Bonds are deemed to have been paid within the meaning of the Indenture, such notice may state that such redemption is conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of Available Moneys - 27- sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed. If such Available Moneys are not so received, the redemption wil not be made and the Trustee wil give notice, in the manner in which the notice of redemption was given, that such redemption wil not take place. SPECIAL CONSIDERATIONS RELATING TO THE BONDS The Remarketing Agents are Paid By the Company. The Remarketing Agents' responsibilities include determining the interest rate from time to time and remarketing Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the terms of the applicable Indenture and the Remarketing Agreement), all as further described in this Reoffering Circular, The Remarketing Agents are appointed by the Company and paid by the Company for their services. As a result, the interests of the Remarketing Agents may differ from those of existing Holders and potential purchasers of Bonds. The Remarketing Agents May Purchase Bonds for their Own Accounts. The Remarketing Agents act as remarketing agents for a variety of varable rate demand obligations and, in their sole discretion, may purchase such obligations for their own accounts. The Remarketing Agents are permitted, but not obligated, to purchase tendered Bonds for their own accounts and, in their sole discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the Bonds (i.e" because there otherwise are not enough buyers to purchase the Bonds) or for other reasons. However, the Remarketing Agents are not obligated to purchase Bonds, and may cease doing so at any time without notice. The Remarketing Agents may also make a market in the Bonds by purchasing and sellng Bonds other than in connection with an optional or mandatory tender and remarketing. Such purchases and sales may be at or below par. However, the Remarketing Agents are not required to make a market in the Bonds. The Remarketing Agents may also sell any Bonds they have purchased to one or more affiliated investment vehicles for collective ownership or enter into derivative arangements with affilates or others in order to reduce their exposure to the Bonds. The purchase of Bonds by the Remarketing Agents may create the appearance that there is greater third party demand for the Bonds in the market than is actually the case. The practices described above also may result in fewer Bonds being tendered in a remarketing. Bonds May be Offered at Different Prices on Any Date Including an Interest Rate Determination Date. Pursuant to the Indentures and the Remarketing Agreements, the Remarketing Agents are required to determine the applicable rate of interest that, in their judgment, is the lowest rate that would permit the sale of the Bonds bearing interest at the applicable interest rate at par plus accrued interest, if any, on and as of the applicable interest rate determination date. The interest rate wil reflect, among other factors, the level of market demand for the Bonds (including whether the Remarketing Agents are wiling to purchase Bonds for their own accounts). There mayor may not be Bonds tendered and remarketed on an interest rate determination date, the Remarketing Agents mayor may not be able to remarket any Bonds tendered for purchase on such date at par and the Remarketing Agents may sell Bonds at varing prices to different investors on such date or any other date. The Remarketing Agents are not obligated to advise purchasers in a remarketing if they do not have third pary buyers for all of the Bonds at the remarketing price. In the event a Remarketing Agent owns any Bonds for its - 28 - own account, it may, in its sole discretion in a secondary market transaction outside the tender process, offer such Bonds on any date, including the interest rate determination date, at a discount to par to some investors. The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited. The Remarketing Agents may buy and sell Bonds other than through the tender process. However, they are not obligated to do so and may cease doing so at any time without notice and may require Holders that wish to tender their Bonds to do so through the Tender Agent with appropriate notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should not assume that they wil be able to sell their Bonds other than by tendering the Bonds in accordance with the tender process. The Remarketing Agents May Resign, Without a Successor Being Named. The Remarketing Agents may resign, upon 30 days' prior written notice, without a successor having been named. BooK-ENTRY SYSTEM The following information in this section concerning The Depository Trust Company, New York, New York (HDTC"), and its book-entry system has been furnished for use in the Reoffering Circular by DTC. None of the Company, the Issuers or the Remarketing Agents take any responsibility for the accuracy of such information. DTC wil act as securities depository for the Bonds. The Bonds were issued as fully-registered bonds registered in the name of Cede & Co. (DTC's parnership nominee). One fully-registered Bond certificate wil be issued for the Bonds of each issue, in the aggregate principal amount thereof, and wil be deposited with DTC. One fully-registered Bond was issued for each issue of the Bonds, in the aggregate principal amount of such issue, and was deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearng corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934, DTC holds and provides asset servicing for over 3.5 milion issues of U,S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants (HDirect Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Paricipants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a whole-owned subsidiary of The Depository Trust & Clearing Corporation (HDTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearng agencies. DTCC is owned by - 29- the users of its regulated subsidiares. Access to the DTC system is also available to others such as both U.S and non-U.S. securities brokers and dealers, banks and trust companies and clearng corporations that clear through or maintain a custodial relationship with a Direct Paricipant, either directly or indirectly ("Indîrect Partîcîpants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on fie with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Bonds under the DTC system must be made by or through Direct Paricipants, which wil receive a credit for the Bonds on DTC's records. The ownership interest of each Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners wil not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction, Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners, Beneficial Owners wil not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entr system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Paricipants with DTC are registered in the name of DTC's partnership nominee, Cede & Co, or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee, does not effect any change in beneficial ownership, DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Paricipants to whose accounts such Bonds are credited, which mayor may not be the Beneficial Owners. The Direct and Indirect Paricipants wil remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and otner communications by DTC to Direct Participants, by Direct Paricipants to Indirect Paricipants, and by Direct Paricipants and Indirect Paricipants to Beneficial Owners wil be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. While Bonds are in the book-entry system, redemption notices wil be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Paricipant in such issue to be redeemed. - 30- As long as the book-entry system is used for the Bonds, redemption notices wil be sent to Cede & Co. If less than all of the Bonds of any issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) wil consent or vote with respect to the Bonds unless authorized by a Direct Paricipant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Paricipants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy), As long as the book-entry system is used for the Bonds, principal or purchase price of and premium, if any, and interest payments on, the Bonds wil be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Paricipants' accounts upon DTC's receipt of fund and corresponding detailed information from the Issuer or the Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Paricipants to Beneficial Owners wil be governed by standing instructions and customar practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and wil be the responsibilty of such Paricipant and not of DTC, the Company, the Paying Agent, the Trustee, the Remarketing Agent or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time, Payment of principal, purchase price, premium and interest with respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of such payments to Direct Participants are the responsibility of DTC, and disbursement of such payments to the Beneficial Owners are the responsibility of Direct and Indirect Paricipants. A Beneficial Owner must give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Remarketing Agent, and must effect delivery of such Bonds by causing the Direct Participant to transfer the Participant's interest in the Bonds, on DTC's records, to the Remarketing Agent. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase wil be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC's records and followed by a book-entr credit of tendered Bonds to the Remarketing Agent's DTC account. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates wil be printed and delivered. - 31 - None of the Issuer, the Company, the Remarketing Agent, the Trustee nor the Paying Agent wil have any responsibilty or obligation to any securities depository, any Paricipants in the Book-Entry System or the Beneficial Owners with respect to (a) the accuracy of any records maintained by the securities depository or any Paricipant; (b) the payment by the securities depository or by any Participant of any amount due to any Beneficial Owner in respect of the principal amount or redemption of, or interest on, any Bonds; (c) the delivery of any notice by the securities depository or any Paricipant; (d) the selection of the Beneficial Owners to receive payment in the event of any parial redemption ofthe Bonds; or (e) any other action taken by the securities depository or any Paricipant. TERMINATION OF BOND INSURANCE Concurrently with the issuance of the Bonds, Ambac issued an Ambac Insurance Policy with respect to the Bonds of each issue to guarantee the payment of principal of and interest on the applicable Bonds when due. In connection with the delivery of the Letters of Credit, Ambac, the Company, the Trustee, each of the Issuers and the Company, acting as owner of Bonds, wil enter into separate Release Agreements, pursuant to which Ambac wil be released from all liabilities under each Ambac Insurance Policy and wil surrender any and all rights under the Trust Indentures and payment of principal of and interest on the Bonds when due wil no longer be guaranteed by Ambac under the Ambac Insurance Policies. Purchasers of the Bonds wil be deemed to have consented to the provisions of the Release Agreements, including but not limited to the release of Ambac from all liabilties under the applicable Ambac Insurance Policy. Purchasers of the Bonds have no claims against Ambac for the payment of principal of and interest on the Bonds under the Ambac Insurance Policies and may only look to the Bank (so long as the Bank is obligated to make such payment under the Letter of Credit), an Obligor on an Alternate Credit Facility (to the extent the such Obligor is obligated to make such payment under an Alternate Credit Facilty) or the Company. Under the Indenture and the Loan Agreement, PacifiCorp has reserved the right following the expiration or termination of the Letter of Credit to obtain an Insurance Policy as all or par of an Alternate Credit Facility. References in the Indenture, the Loan Agreement and in this Reoffering Circular to the Insurer or an Insurance Policy, refer to the provider of such Insurance Policy or such Insurance Policy and not to Ambac or the Ambac Insurance Policies; provided, however, that Ambac is not prevented from providing an Insurance Policy in the future as all or part of an Alternate Credit Facility. No Insurance Policy wil be in place while the Letter of Credit is in effect, THE LETTERS OF CREDIT AND THE CREDIT AGREEMENTS Each Letter of Credit wil operate independently. A default under a Letter of Credit with respect to the Bonds of one issue may not, in and of itself constitute a default under a Letter of Credit with respect to the Bonds of any other issue; however, the same occurrence may constitute a default under the Letter of Credit with respect to Bonds of more than one issue. The Letters of Credit contain substantially identical terms, and the following is a summary of certain - 32 - provisions common to the Letters of Credit, All references in this summary to the Issuer, the Trustee, the Bank, the Remarketing Agent, the Letter of Credit, the Indenture, the Loan Agreement, the Bonds and other documents and parties are deemed to refer to the Issuer, the Trustee, the Bank, the Remarketing Agent, the Letter of Credit, the Indenture, the Bonds and such other documents and parties, respectively, relating to each issue of the Bonds. LEITERS OF CREDIT On the date of reoffering of the Bonds, the Bank wil issue in favor of the Trustee for each issue of Bonds a separate Letter of Credit in the form of a direct pay letter of credit. Each Letter of Credit wil be issued in the aggregate principal amount of the applicable issue of Bonds plus 48 days' interest at 12% per annum, on the basis of a 365 day year (as from time to time reduced and reinstated as provided in each Letter of Credit). Each Letter of Credit wil permit the Trustee to draw up to an amount equal to the then outstanding principal amount of the applicable issue of Bonds to pay the unpaid principal thereof and accrued interest on such Bonds, subject to the terms, conditions and limitations stated therein. The Letter of Credit for each issue of the Bonds wil be substantially in the form attached hereto as Appendix E, Each Letter of Credit wil expire on November 19, 2009, but wil be automatically extended, without written amendment, to, and shall expire on, November 19,2010, unless on or before October 20, 2009, notice is received by the Trustee stating that the Bank elects not to extend such Letter of Credit beyond November 19,2009. The date on which the Letter of Credit expires as described in the preceding sentence, or if such date is not a Business Day then the first succeeding Business Day thereafter is defined in the Letter of Credit as the Expiration Date. As used in each Letter of Credit, the term "Business Day" means a day on which the San Francisco Letter of Credit Operations Office of the Bank is open for business. Each drawing honored by the Bank under each Letter of Credit wil immediately reduce the available amount thereunder by the amount of such drawing. Any drawing to pay interest wil be automatically reinstated on the eighth (8th) Business Day following the date such drawing is honored by the Bank, unless the Company shall have received notice from the Bank no later than seven (7) Business Days after such drawing is honored that there shall be no such reinstatement. Any drawing to pay the purchase price of a Bond shall be reinstated if the Bonds related to such drawing are remarketed and the remarketing proceeds are paid to the Bank prior to the Expiration Date in an amount equal to the sum of (i) the amount paid to the Bank from such remarketing proceeds and (ii) interest on such amount. See Appendix E. CREDIT AGREEMENTS General. The Company is party to that certain $800,000,000 Amended and Restated Credit Agreement dated July 6, 2006 among the Company, the financial institutions party thereto, the Administrative Agent (as defined below) and The Royal Bank of Scotland pIc, as syndication agent (together with all related documents, the "2006 Credit Agreement") and that certain $700,000,000 Credit Agreement dated October 23, 2007 among the Company, the financial institutions party thereto, the Administrative Agent and The Royal Bank of Scotland pIc, as syndication agent (together with all related documents, the "2007 Credit Agreement"), In - 33 - addition, the Company has executed and delivered a separate Letter of Credit Agreement (each, a "Letter of Credit Agreement" and collectively, the "Letter of Credit Agreements") requesting that the Bank issue a letter of credit for each issue of Bonds and governing the issuance thereof. The Letter of Credit Agreements, the 2006 Credit Agreement and the 2007 Credit Agreement are collectively referred to herein as the "Credit Agreements." Each Letter of Credit is issued pursuant to either the 2006 Credit Agreement or the 2007 Credit Agreement, together with the related Letter of Credit Agreement. The Credit Agreements define the relationship between the Company and the financial institutions pary thereto, including the Bank; neither the Issuers nor the Trustee have any interest in the Credit Agreements or in any of the funds or accounts created under them. Under the Credit Agreements, the Company has agreed to reimburse the Bank for any drawings under the related Letter of Credit, to pay certain fees and expenses, to pay interest on any unreimbursed drawings or other amounts unpaid, and to reimburse the Bank for certain other costs and expenses incurred. Defined Terms. Capitalized tenus used in this section and in the 2006 Credit Agreement or the 2007 Credit Agreement, as applicable, that are not otherwise defined in this Reoffenng Circular wil have the meanings set forth below. "Administrative Agent" means, with respect to the 2006 Credit Agreement, JPMorgan Chase Bank, N.A. in its capacity as administrative agent for the Syndicate Banks and its successors in such capacity, and with respect to the 2007 Credit Agreement, Union Bank of California, N.A. in its capacity as administrative agent for the Syndicate Banks and its successors in such capacity. "Commitment" means (i) with respect to any Syndicate Bank listed on the signature pages to the respective Credit Agreement, the amount set forth opposite its name on the commitment schedule as its Commitment and (ii) with respect to each additional Syndicate Bank or assignee which becomes a Syndicate Bank pursuant to either of the Credit Agreements, the amount of the Commitment thereby assumed by it, in each case as such amount may from time to time be reduced or increased pursuant to the respective Credit Agreement. "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase pnce of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the respective Credit Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar obligations of such Person in respect of amounts paid under a letter of credit, surety bond or similar instrment, (vi) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as defined in the respective Credit Agreement) by such Person. "ERISA" means the Employee Retirement Income Secunty Act of 1974, as amended, or any successor statute. - 34- "ERISA Group" means all members of a controlled group of corporations and all trades or business (whether or not incorporated) under common control which, together with Company, are treated as a single employer under Section 414 of the Internal Revenue Code, "Issuing Bank" means any Syndicate Bank designated by Company that may agree to issue letters of credit pursuant to an instrument in form reasonably satisfactory to the Administrative Agent, each in its capacity as an issuer of a letter of credit under the respective Credit Agreement. "Loans" means Committed Loans or Competitive Bid Loans (as such terms are defined in the respective Credit Agreement) or any combination of the foregoing pursuant to the respective Credit Agreement. "Material Debt" means Debt of the Company arising under a single or series of related instruments or other agreements exceeding $35,000,000 in principal amount. "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. "Person" means any individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrmentality thereof. "Reimbursement Obligations" means, if Commitments remain in effect on the date payment is made by the Issuing Bank, all such amounts paid by an Issuing Bank and remaining unpaid by the Company after the date and time required for payment under the respective Credit Agreement. "Required Banks" means at any time Syndicate Banks having more than 50% of the total Commitments under the respective Credit Agreement, or if the Commitments shall have been terminated, holding more than 50% of the sum of the outstanding Loans and letter of credit liabilties. "Syndicate Bank" or "Syndicate Banks" means, individually or collectively, each bank or other financial institution listed on the signature pages to the respective Credit Agreements, each assignee which becomes a Syndicate Bank pursuant to the respective Credit Agreements, and their respective successors. Events of Default and Remedies. Anyone or more of the following events constitute an event of default (an "Event of Default") under the respective Credit Agreement: (a) the Company shall fail to pay when due any principal of any Loan or any Reimbursement Obligation or shall fail to pay, within five days of the due date thereof, any interest, commitment fees or facility fees payable hereunder or shall fail to cash collateralize any letter of credit pursuant to the respective Credit Agreement; - 35 - (b) the Company shall fail to pay any other amount claimed by one or more Syndicate Banks under the respective Credit Agreement within five days of the due date thereof, unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid claimed amount does not exceed $100,000 and (iii) the aggregate of all such unpaid claimed amounts does not exceed $300,000; (c) the Company shall fail to observe or perform certain specified financial covenants contained in the respective Credit Agreement; (d) the Company shall fail to observe or perform any covenant or agreement contained in the respective Credit Agreement (other than those covered by clause (a), (b) or (c) above) for 15 days after written notice thereof has been given to the Company by the Administrative Agent at the request of any Syndicate Bank; (e) any representation, warranty, certification or statement made by the Company in the respective Credit Agreement or in any certificate, financial statement or other document delivered pursuant to such Credit Agreement shall prove to have been incorrect in any material respect when made (or deemed made); (f) the Company shall fail to make any payment in respect of any Material Debt (other than Loans or any Reimbursement Obligation) or Material Hedging Obligations (as defined in the respective Credit Agreement) when due or within any applicable grace period; (g) any event or condition shall occur which results in the acceleration of the maturity of any Material Debt of the Company or enables the holder of such Material Debt or any Person acting on such holder's behalf to accelerate the maturity thereof; (h) the Company shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankptcy, 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 par 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 bankrptcy laws as now or hereafter in effect; - 36- G) the Company or any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $25,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title iv of ERISA; or notice of intent to terminate a Material Plan (as defined in the 2006 Credit Agreement) shall be fied under Title iv of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title iv of ERISA to terminate, to impose liability in excess of $25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Multiemployer Plan (as defined in the 2006 Credit Agreement) against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA in respect of an amount or amounts aggregating in excess of $25,000,000, and such proceeding shall not have been dismissed within 20 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which would cause one or more members of the ERISA Group to incur a current payment obligation in excess of $25,000,000; (k) a judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Company and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; (I) MidAmerican Energy Holdings Company or any wholly-owned subsidiar thereof that owns common stock of the Company ("MidAmerican ") shall fail to own (directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding shares of common stock of the Company; any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except Berkshire Hathaway Inc, or any wholly-owned subsidiary thereof, shall acquire a beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 35% or more of the outstanding shares of common stock of MidAmerican; or, during any period of 14 consecutive calendar months commencing on or after March 21, 2006, individuals who were directors of the Company on the first day of such period and any new director whose election by the board of directors of the Company or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors then stil in office who either were directors at the beginning of the applicable period or whose election or nomination for election was previously so approved, shall cease to constitute a majority of the board of directors of the Company. Upon the occurrence of any Event of Default under the respective Credit Agreement, the Administrative Agent shall (i) if request by the Required Banks, by notice to the Company terminate the Commitments and the obligation of each Syndicate Bank to make Loans thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and such obligations to make Loans and issue new Letters of Credit shall thereupon terminate, and - 37 - (ii) if requested by the Required Banks, by notice to the Company declare the Loans (together with accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a letter of credit issued under the respective Credit Agreement to be, and the same shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; provided that in the case of any of the Events of Default specified in clause (h) or (i) above with respect to the Company, without any notice to the Company or any other act by the Administrative Agent or the Syndicate Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a letter of credit issued under the respective Credit Agreement shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. The Company agrees, in addition to the Events of Default provisions above, that upon the occurrence and during the continuance of any Event of Default, it shall, if requested by the Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an outstanding letter of credit issued under the respective Credit Agreement, pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available for drawing under all letters of credit issued under the respective Credit Agreements outstanding at such time (or, in the case of a request by an Issuing Bank, all such letters of credit issued by it); provided that, upon the occurrence of any Event of Default specified in clause (h) or (i) above with respect to the Company, and on the scheduled termination date of the respective Credit Agreement, the Company shall pay such amount forthwith without any notice or demand or any other act by the Administrative Agent, any Issuing Bank or any Syndicate Bank. THE LOAN AGREEMENTS Each Loan Agreement wil operate independently. A default under one Loan Agreement wil not necessarily constitute a default under the other Loan Agreements. The Loan Agreements contain substantially identical terms, and the following is a summary of certain provisions common to the Loan Agreements. All references in this summary to the Issuer, the Bank, the Loan Agreement and payments thereunder, the Indenture, the Letter of Credit, the Bonds, the Prior Bonds, the Facilities, the Project and other documents and parties are deemed to refer to the Issuer, the Bank, the Loan Agreement and such payments, the Indenture, the Letter of Credit, the Bonds, the Prior Bonds, the Facilities, the Project and such other documents and parties, respectively, relating to each issue of the Bonds. ISSUANCE OF THE BONDS; LOAN OF PROCEEDS The Issuer issued the Bonds for the purpose of refunding the Prior Bonds, the proceeds of which were used to finance or refinance, as the case may be, a portion of the Company's share of the costs of acquiring and improving the Facilities. The proceeds of the sale of the Bonds have been used to refund the Prior Bonds. - 38 - LOAN PAYMENTS; THE FIRST MORTGAGE BONDS As and for repayment of the loan made to the Company by the Issuer, the Company wìl pay to the Trustee, for the account of the Issuer, an amount equal to the principal of, premium, if any, and interest on the Bonds when due on the dates, in the amounts and in the manner provided in the Indenture for the payment of the principal of, premium, if any, and interest on the Bonds, whether at maturity, upon redemption, acceleration or otherwise ("Loan Payments"); provided, however, that the obligation of the Company to make any such Loan Payment wìl be reduced by the amount of any reduction under the Indenture of the amount of the corresponding payment required to be made by the Issuer thereunder; and provided further that the obligation of the Company to make any such payment is deemed to be satisfied and discharged to the extent of the corresponding payment made (a) by the Bank to the Trustee under the Letter of Credit, (b) by the Obligor on an Alternate Credit Facilty to the Trustee under such Alternate Credit Facility or (c) by the Company of principal of or premium, if any, or interest on the First Mortgage Bonds, The Company's obligation to repay the loan made to it by the Issuer is secured by First Mortgage Bonds delivered to the Trustee equal in principal amount to, and bearng interest at the same rate and maturing on the same date as, the Bonds. The payments to be made by the Company pursuant to the Loan Agreement and the First Mortgage Bonds are pledged under the Indenture by the Issuer to the Trustee, and the Company is to make all payments thereunder and thereon directly to the Trustee. See "THE FIRST MORTGAGE BONDs-General" below. Pursuant to the Loan Agreement, the Company may provide for the release of its First Mortgage Bonds by delivering to the Trustee collateral in substitution for the First Mortgage Bonds ("Substitute Collateral"), but only if the Company, on the date of delivery of such Substitute Collateral, simultaneously delivers to the Trustee (a) an opinion of Bond Counsel stating that delivery of such Substitute Collateral and release of the First Mortgage Bonds complies with the terms of the Loan Agreement and wìl not adversely affect the Tax-Exempt status of the Bonds; (b) written evidence from the Insurer and from the Bank or Obligor on an Alternate Credit Facilty, as the case may be, to the effect that they have reviewed the proposed Substitute Collateral and find it to be acceptable; and (c) written evidence from Moody's, if the Bonds are then rated by Moody's, and from S&P, if the Bonds are then rated by S&P, in each case to the effect that such rating agency has reviewed the Substitute Collateral and that the release of the First Mortgage Bonds and the substitution of the Substitute Collateral for the First Mortgage Bonds wìl not, by itself, result in a reduction, suspension or withdrawal of such rating agency's rating or ratings of the Bonds. PAYMENTS OF PURCHASE PRICE The Company wìl payor cause to be paid to the Trustee amounts equal to the amounts to be paid by the Trustee pursuant to the Indenture for the purchase of outstanding Bonds thereunder (see "THE BONDs-Optional Purchase" and "-Mandatory Purchase"), such amounts to be paid to the Trustee as the purchase price for the Bonds tendered for purchase pursuant to the Indenture, on the dates such payments are to be made; provided, however, that the obligation of the Company to make any such payment under the Loan Agreement wil be reduced by the amount of any moneys held by the Trustee under the Indenture and available for such payment. - 39- From the date of delivery of the Letter of Credit to and including the Interest Payment Date next preceding the Expiration of the Term of the Letter of Credit (or the Expiration of the Term of an Alternate Credit Facility, as the case may be), the Company wil provide for the payment of the amounts to be paid by the Trustee for the purchase of Bonds by providing for the delivery of the Letter of Credit (or an Alternate Credit Facilty, as the case may be) to the Trustee. The Trustee has been directed to draw moneys under the Letter of Credit (or an Alternate Credit Facility, as the case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or an Alternate Credit Facility, as the case may be), to obtain the moneys necessar to pay the purchase price of Bonds when due. OBLIGATION ABSOLUTE The Company's obligation to make payments under the Loan Agreement and otherwise on the First Mortgage Bonds is absolute, irrevocable and unconditional and is not subject to cancellation, termination or abatement, or to any defense other than payment, or to any right of setoff, counterclaim or recoupment arsing out of any breach under the Loan Agreement or the Indenture or otherwise by the Company, the Trustee, the Remarketing Agent, the Insurer, the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be), or any other party or out of any obligation or liabilty at any time owing to the Company by any such party. EXPENSES The Company is obligated to pay reasonable compensation and to reimburse certain expenses and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, the Paying Agent, Moody's and S&P directly to such entity, TAX COVENANTS; TAX -EXEMPT STATUS OF BONDS The Company covenants that the Bond proceeds, the earnings thereon and other moneys on deposit with respect to the Bonds wil not be used in such a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of the Code. The Company covenants that it has not taken, and wil not take, or permit to be taken on its behalf, any action which would adversely affect the Tax-Exempt status of the Bonds and wil take, or require to be taken, such action as may, from time to time, be required under applicable law or regulation to continue to cause the Bonds to be Tax-Exempt. See "TAX EXEMPTION." OTHER COVENANTS OF THE COMPANY Maintenance of Existence,. Conditions Under Which Exceptions Permitted. The Company covenants that it wil maintain in good standing its corporate existence as a corporation organized under the laws of one of the states of the United States or the Distrct of Columbia and wil remain duly qualified to do business in the State of the Issuer, wil not dissolve or otherwise dispose of all or substantially all of its assets and wil not consolidate with or merge into another corporation; provided, however, that the Company may, without violating the foregoing, - 40- undertake from time to time anyone or more of the following: (a) consolidate with or merge into another domestic corporation (i.e., a corporation incorporated and existing under the laws of one of the states of the United States or of the Distrct of Columbia), or sell or otherwise transfer to another domestic corporation all or substantially all of its assets as an entirety and thereafter dissolve, provided the resulting, surviving or transferee corporation, as the case may be, must be the Company or a corporation qualified to do business in the State of the Issuer as a foreign corporation or incorporated and existing under the laws of the State of the Issuer, which as a result of the transaction has assumed (either by operation of law or in writing) all of the obligations of the Company under the Loan Agreement, the First Mortgage Bonds and the Reimbursement Agreement; or (b) convey all or substantially all of its assets to one or more wholly owned subsidiaries of the Company so long as the Company remains in existence and primarily liable on all of its obligations under the Loan Agreement and such subsidiary or subsidiares to which such assets are so conveyed guarantees in writing the performance of all of the Company's obligations under the Loan Agreement, the First Mortgage Bonds and the Reimbursement Agreement. Assignment, With the consent of the Bank (or the Obligor on an Alternate Credit Facility, as the case may be), the Company's interest in the Loan Agreement may be assigned in whole or in part by the Company to another entity, subject, however, to the conditions that no assignment wil (a) adversely affect the Tax-Exempt status of the Bonds or (b) relieve (other than as described in "Maintenance of Existence; Conditions Under Which Exceptions Permitted" above) the Company from primar liability for its obligations to pay the First Mortgage Bonds or to make the Loan Payments or to make payments to the Trustee with respect to payment of the purchase price of the Bonds or for any other of its obligations under the Loan Agreement; and subject further to the condition that the Company has delivered to the Trustee and the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be) an opinion of counsel to the Company that such assignment complies with the provisions described in this paragraph and an opinion of Bond Counsel to the effect that the proposed assignment wil not impair the validity of the Bonds under the Utah Act, the Wyoming Act or the Colorado Act, as applicable, or adversely affect the Tax-Exempt status of the Bonds. The Company must, within 30 days after the delivery thereof, furnish to the Issuer, the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be) and the Trustee a true and complete copy of the agreements or other documents effectuating any such assignment. Maintenance and Repair; Taxes, Etc. The Company wil maintain the Project in good repair, keep the same insured in accordance with standard industry practice and pay all costs thereof. The Company wil payor cause to be paid all taxes, special assessments and governmental, utilty and other charges with respect to the Project. The Company may at its own expense cause the Facilities to be remodeled or cause such substitutions, modifications and improvements to be made to the Facilities from time to time as the Company, in its discretion, may deem to be desirable for its uses and purposes, which remodeling, substitutions, modifications and improvements are included under the terms of the Loan Agreement as par of the Facilities; provided, however, that the Company may not exercise any such right, power, election or option if the proposed remodeling, substitution, modification or improvement would adversely affect the Tax-Exempt status of the Bonds. - 41 - The Company wil cause insurance to be taken out and continuously maintained in effect with respect to the Facilities in accordance with standard industry practice. Anything in the Loan Agreement to the contrar notwithstanding, the Company has the right at any time to cause the operation of the Facilities to be terminated if the Company has determined that the continued operation of the Project or the Facilities is uneconomical for any reason. LEITR OF CREDIT; ALTERNATE CREDIT FACILITY; SUBSTITU LEITR OF CREDIT The Company may, at any time, at its option: (a) provide for the delivery on any Business Day to the Trustee of an Alternate Credit Facility or a Substitute Letter of Credit, but only provided that: (i) the Company shall deliver to the Trustee, the Remarketing Agent and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), a notice which (A) states (1) the effective date of the Alternate Credit Facility or Substitute Letter of Credit to be so provided, and (II) the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facilty which is to be replaced (which Expiration shall not be prior to the effective date of the Alternate Credit Facility to be so provided), (B) describes the terms of the Alternate Credit Facility or Substitute Letter of Credit, (C) directs the Trustee to give notice of the mandatory purchase of the Bonds on the Business Day next preceding the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility which is to be replaced (which Business Day shall be not less than 30 days from the date of receipt by the Trustee of the notice from the Company specified above), in accordance with the Indenture, and (D) directs the Trustee, after taking such actions as are required to be taken to provide moneys due under the Indenture in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as the case may be, which is to be replaced, to the obligor thereon on the next Business Day after the later of the effective date of the Alternate Credit Facility or the Substitute Letter of Credit to be provided and the Expiration of the Term of the Letter of Credit or Expiration of the Term of the Alternate Credit Facility which is to be replaced and thereupon to deliver any and all instrments which may be reasonably requested by such obligor and furnished to the Trustee (but such surrender shall occur only if the requirement of (ii) below has been satisfied); (ii) on the date of delivery of the Alternate Credit Facility or the Substitute Letter of Credit (which shall be the effective date thereof), the Company shall furnish to the Trustee simultaneously with such delivery of the Alternate Credit Facility or Substitute Letter of Credit (which delivery must occur prior to 9:30 a.m., New York time, on such date, unless a later time on such date shall be acceptable to the Trustee) an opinion of Bond Counsel stating that the delivery of such Alternate Credit Facilty or Substitute Letter of Credit (A) complies with the terms of the Loan Agreement and (B) wil not adversely affect the Tax Exempt status of the Bonds; and - 42- (iii) in the case of the delivery of a Substitute Letter of Credit, the Company has received the written consent of the Bank or the Obligor on an Alternate Credit Facility; or (b) provide for the termination on any Business Day of the Letter of Credit or any Alternate Credit Facility then in effect, but only provided that: (i) the Company shall deliver to the Trustee, the Remarketing Agent and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), a notice which (A) states the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facilty which is to be terminated, (B) directs the Trustee to give notice of the mandatory purchase of the Bonds on the Business Day next preceding the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility which is to be terminated (which Business Day shall be not less than 30 days from the date of receipt by the Trustee of the notice from the Company specified above), in accordance with the Indenture, and (C) directs the Trustee, after taking such actions as are required to be taken to provide moneys due under the Indenture in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as the case may be, which is to be terminated, to the obligor thereon on the next Business Day after the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facilty which is to be terminated and to thereupon deliver any and all instruments which may be reasonably requested by such obligor and furnished to the Trustee (but such surrender shall occur only if the requirement of (ii) below has been satisfied); and (ii) on the Business Day next preceding the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility, which is to be terminated, the Company shall furnish to the Trustee (prior to 9:30 a.m., New York time, on such Business Day, unless a later time on such Business Day shall be acceptable to the Trustee) an opinion of Bond Counsel stating that the termination of such Alternate Credit Facility or Letter of Credit (A) complies with the terms of the Loan Agreement and (B) wil not adversely affect the Tax Exempt status of the Bonds. An Alternate Credit Facility may have an expiration date earlier than the maturity of the Bonds. Any Substitute Letter of Credit must be issued by the same Bank that is a pary to the Letter of Credit in effect at the time of such substitution and must be identical in all material respects as to terms and conditions to the Letter of Credit being replaced, except that it may contain a later expiration date, provide for an increase or decrease in the interest rate or the number of days of interest coverage or any combination of the foregoing. EXTENSION OF A LEITR OF CREDIT The Company may, at its election, but only with the written consent of the Bank or the Obligor on an Alternate Credit Facility, as the case may be, at any time provide for the delivery to the Trustee with respect to any issue of Bonds of an extension of the Letter of Credit or - 43 - Alternate Credit Facility then in effect, as the case may be, for any period commencing after its then-eurrent expiration date. DEFAULTS Each of the following events constitute an "Event of Default" under the Loan Agreement: (a) a failure by the Company to make when due any Loan Payment, any payment required to be made to the Trustee for the purchase of Bonds or any payment on the First Mortgage Bonds, which failure has resulted in an "Event of Default" as described herein in paragraph (a), (b) or (c) under "THE INDENTES-Defaults;" (b) a failure by the Company to pay when due any amount required to be paid under the Loan Agreement or to observe and perform any other covenant, condition or agreement on the Company's part to be observed or performed under the Loan Agreement (other than a failure described in clause (a) above), which failure continues for a period of 60 days (or such longer period as the Issuer, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) and the Trustee may agree to in writing) after written notice given to the Company and the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) by the Trustee or to the Company, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) and the Trustee by the Issuer; provided, however, that if such failure is other than for the payment of money and cannot be corrected within the applicable period, such failure does not constitute an Event of Default so long as the Company institutes corrective action within the applicable period and such action is being dilgently pursued; or (c) certain events of bankrptcy, dissolution, liquidation or reorganization of the Company. The Loan Agreement provides that, with respect to any Event of Default described in clause (b) above if, by reason of acts of God, strikes, orders of political bodies, certain natural disasters, civil disturbances and certain other events specified in the Loan Agreement, or any cause or event not reasonably within the control of the Company, the Company is unable in whole or in par to cary out one or more of its agreements or obligations contained in the Loan Agreement (other than certain obligations specified in the Loan Agreement, including its obligations to make when due Loan Payments and otherwise on the First Mortgage Bonds, payments to the Trustee for the purchase of Bonds, to pay certain expenses and taxes, to indemnify the Issuer, the Trustee and others against certain liabilities, to discharge liens and to maintain its existence), the Company wil not be deemed in default by reason of not caring out such agreements or performing such obligations during the continuance of such inability. REMEDIES Upon the occurrence and continuance of any Event of Default described in (a) or (c) under "Defaults" above, and further upon the condition that, in accordance with the terms of the Indenture, the Bonds have been declared to be immediately due and payable pursuant to any - 44- provision of the Indenture, the Loan Payments wil, 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 wil constitute a waiver of the corresponding Event or Events of Default under the Loan Agreement and a rescission and annulment of the consequences thereof. See "THE INDENTURES-Defaults." Upon the occurrence and continuance of any Event of Default arising from a "Default" as such term is defined in the Company Mortgage, the Trustee, as holder of the First Mortgage Bonds, wil, subject to the provisions of the Indenture, have the rights provided in the Company Mortgage. Any waiver made in accordance with the Indenture of a "Default" under the Company Mortgage and a rescission and annulment of its consequences constitutes a waiver of the corresponding Event or Events of Default under the Loan Agreement and a rescission and annulment of the consequences thereof, Upon the occurrence and continuance of any Event of Default under the Loan Agreement, the Issuer may take any action at law or in equity to collect any payments then due and thereafter to become due, or to seek injunctive relief or specific performance of any obligation, agreement or covenant of the Company under the Loan Agreement and under the First Mortgage Bonds. Any amounts collected from the Company upon an Event of Default under the Loan Agreement wil be applied in accordance with the Indenture. AMENDMENTS The Loan Agreement may be amended subject to the limitations contained in the Loan Agreement and in the Indenture. See "THE INDENTURES- Amendment of the Loan Agreements." THE INDENTURES Each Indenture wil operate independently. A default under one Indenture wil not necessarily constitute a default under the other Indentures. The Indentures contain substantially identical terms, and the following is a summary of certain provisions common to the Indentures. All references in this summary to the Issuer, the Bank, the Loan Agreement and payments thereunder, the Indenture, the Bonds, the Bond Fund, the Letter of Credit, the Insurance Policy and other documents and parties are to the Issuer, the Bank, the Loan Agreement and such payments, the Indenture, the Bonds, the Bond Fund, the Letter of Credit, the Insurance Policy and such other documents and parties, respectively, relating to each issue of Bonds. PLEDGE AN SECURITY Pursuant to the Indenture, the Loan Payments have been pledged by the Issuer to secure the payment of the principal of, and premium, if any, and interest on, the Bonds. The Issuer has also pledged and assigned to the Trustee all its rights and interests under the Loan Agreement (other than its rights to indemnification and reimbursement of expenses and certain other rights), including the Issuer's right to delivery of the First Mortgage Bonds, and has pledged to the Trustee all moneys and obligations deposited or to be deposited in the Bond Fund established - 45- with the Trustee; provided that the Trustee, the applicable Remarketing Agent, the Paying Agent and the Registrar wil have a prior claim on the Bond Fund for the payment of their compensation and expenses and for the repayment of any advances (plus interest thereon) made by them to effect performance of certain covenants in the Indenture if the Company has failed to make any payment which results in an Event of Default under the Loan Agreement. ApPLICA nON OF PROCEEDS OF THE BOND FUND The proceeds from the sale of the Bonds, excluding accrued interest, if any, were deposited with the trustee for the Prior Bonds and used to refund the Prior Bonds. See "USE OF PROCEEDS." There is created under the Indenture a Bond Fund to be held by the Trustee and therein established a Principal Account and an Interest Account. Payments made by the Company under the Loan Agreement and otherwise on the First Mortgage Bonds in respect of the principal of, premium, if any, and interest on, the Bonds and certain other amounts specified in the Indenture are to be deposited in the appropriate account in the Bond Fund, While any Bonds are outstanding and except as provided in a Tax Exemption Certificate and Agreement among the Trustee, the Issuer and the Company (the. "Tax Certifcate "), moneys in the Bond Fund wil be used solely for the payment of the principal of, and premium, if any, and interest on, the Bonds as the same become due and payable at maturity, upon redemption or upon acceleration of maturity, subject to the prior claim of the Trustee, the Remarketing Agent, the Paying Agent and the Registrar to the extent described above in "Pledge and Security." INVESTMENT OF FUNDS Subject to the provisions of the Tax Certificate, moneys in the Bond Fund wil, at the direction of the Company, be invested in securities or obligations specified in the Indenture. Gains from such investments wil be credited, and any loss wil be charged, to the paricular fund or account from which the investments were made. During the term of the Letter of Credit (or an Alternate Credit Facility, as the case may be) moneys received under the Letter of Credit (or an Alternate Credit Facility, as the case may be) are to be held uninvested. DEFAULTS Each of the following events wil constitute an "Event of Default" under the Indenture: (a) a failure to pay the principal of, or premium, if any, on any of the Bonds when the same becomes due and payable at maturity, upon redemption or otherwise, subject to certain exceptions for Pledged Bonds and Bonds held for the benefit of an Obligor on an Alternate Credit Facility; (b) a failure to pay an installment of interest on any of the Bonds for a period of one day after such interest has become due and payable subject to certain exceptions for Pledged Bonds and Bonds held for the benefit of an Obligor on an Alternate Credit Facility; - 46- (c) a failure to pay amounts due in respect of the purchase price of Bonds delivered to the Trustee for purchase after such payment has become due and payable as provided under the captions "THE BONDs-Optional Purchase" and "-Mandatory Purchase;" (d) a failure by the Issuer to observe and perform any covenant, condition, agreement or provision contained in the Bonds or the Indenture (other than a failure described in clause (a), (b) or (c) above), which failure continues for a period of 90 days after written notice has been given to the Issuer and the Company by the Trustee, which notice may be given at the discretion of the Trustee and must be given at the written request of the Owners of not less than 25% in principal amount of Bonds then outstanding, unless such period is extended prior to its expiration by the Trustee, or by the Trustee and the Owners of a principal amount of Bonds not less than the principal amount of Bonds the Owners of which requested such notice, as the case may be; provided, however, that the Trustee, or the Trustee and the Owners of such principal amount of Bonds, as the case may be, wil be deemed to have agreed to an extension of such period if corrective action is initiated by the Issuer, or the Company on behalf of the Issuer, within such period and is being diligently pursued; (e) an "Event of Default" under the Loan Agreement; (f) a "Default" under the Company Mortgage; or (g) the Trustee's receipt of written notice from the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) of an event of default under and as defined in the Reimbursement Agreement. REMEDIES Upon the occurrence (without waiver or cure) of an Event of Default described in clause (a), (b), (c), (f) or (g) under "Defaults" above or an Event of Default described in clause (e) under "Defaults" above resulting from an "Event of Default" under the Loan Agreement as described under clause (a) or (c) of "THE LOAN AGREEMENTs-Defaults" herein, and further upon the conditions that, if (i) in accordance with the terms of the Company Mortgage, the First Mortgage Bonds have become immediately due and payable pursuant to any provision of the Company Mortgage and (ii) there has been fied with the Trustee a written direction of the Bank (if its Letter of Credit is in effect and if no Bank Default shall have occurred and be continuing) or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred and is continuing), then the Bonds wil, without further action, become immediately due and payable and, during the period the Letter of Credit or an Alternate Credit Facilty, as the case may be, is in effect, with accrued interest on the Bonds payable on the Bond Payment Date fixed as described in the Indenture and the Trustee wil as promptly as practicable draw moneys under the Letter of Credit or an Alternate Credit Facility, as the case may be, to the extent available thereunder, in an amount sufficient to pay principal of and accrued interest on the Bonds payable on the Bond Payment date established as described in the Indenture; provided that any waiver of any "Default" under the Company Mortgage and a rescission and annulment of its consequences - 47- wil constitute a waiver of the corresponding Event or Events of Default under the Indenture and rescìssion and annulment of the consequences thereof. The provisions described in the preceding paragraph are subject to the condition that if, so long as no Letter of Credit or Alternate Credit Facìlity is outstanding, after the princìpal of the Bonds have been so declared to be due and payable and before any judgment or decree for the payment of the moneys due have been obtained or entered as hereinafter provided, the Issuer wil cause to be deposited with the Trustee a sum sufficìent to pay all matured installments of interest upon all Bonds and the princìpal of any and all Bonds which have become due otherwise than by reason of such declaration (with interest upon such princìpal and, to the extent permissible by law, on overdue installments of interest, at the rate per annum specified in the Bonds) and such amount as are sufficìent 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 princìpal of Bonds which has become due by said declaration) has been remedied, then, in every such case, such Event of Default is deemed waived and such declaration and its consequences rescìnded and annulled, and the Trustee wil promptly give written notice of such waiver, rescìssion and annulment to the Issuer and the Company and wil give notice thereof to Owners of the Bonds by first-class mail; provided, however, that no such waiver, rescìssion and annulment wil extend to or affect any other Event of Default or subsequent Event of Default or impair any right, power or remedy consequent thereon, The provisions described in the second preceding paragraph are, further, subject to the conditon that, if an Event of Default described in clause (g) under "Defaults" above has occurred and if the Trustee thereafter has received written notice from the Bank (or the Obligor on the Alternate Credit Facìlity, as the case may be) (a) that the notice which caused such Event of Default to occur has been withdrawn and (b) that the amounts available to be drawn on the Letter of Credit (or the Alternate Credit Facìlity, as the case may be) to pay (i) the princìpal of the Bonds or the portion of purchase price equal to princìpal 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 princìpal amount of the Bonds Outstanding plus accrued interest thereon for the applicable Interest Coverage Period at the Interest Coverage Rate, then, in every such case, such Event of Default is deemed waived and its consequences rescinded and annulled, and the Trustee wil promptly give written notice of such waiver, rescission and annulment to the Issuer, the Company, the Bank (or the Obligor on the Alternate Credit Facìlity, as the case may be) and the Remarketing Agent, and, if notice of the acceleration of the Bonds has been given to the Owners of Bonds, wil give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescìssion and annulment wil extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon. Upon the occurrence and continuance of any Event of Default under the Indenture, the Trustee may, with the consent of the Bank (if its Letter of Credit is in effect and if no Bank Default shall have occurred and be continuing) or the Insurer (if its policy is in effect and no Insurer Default has occurred and is continuing), and upon the written direction of the Owners of not less than 25% in princìpal amount of the Bonds outstanding and receipt of indemnity to its satisfaction (except against gross negligence or wilful misconduct) must, pursue any available remedy to enforce the rights of the Owners of the Bonds and require the Company, the Issuer, - 48- the Insurer or the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) to cary out any agreements, bring suit upon the Bonds or enjoin any acts or things which may be unlawful or in violation of the rights of the Owners of the Bonds. So long as an Insurer Default has not occurred and is continuing, upon the occurrence and continuance of an Event of Default, the Insurer is entitled to control and direct the enforcement of all rights and remedies granted to the Owners or the Trustee for the benefit of the Owners under the Indenture. So long as a Bank Default has not occurred and is continuing, upon the occurrence and continuance of an Event of Default, the Bank is entitled to control and direct the enforcement of all rights and remedies granted to the owners or the Trustee for the benefit of Owners under the Indenture, The Trustee is not required to take any action in respect of an Event of Default (other than, in certain circumstances, to declare the Bonds to be immediately due and payable, to notify the Insurer of payments to be made pursuant to the Insurance Policy, to make certain payments with respect to the Bonds and to draw on the Letter of Credit (or Alternate Credit Facility, as the case may be)) or to enforce the trusts created by the Indenture except upon the written request of the Owners of not less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity satisfactory to it. The Owners of a majority in principal amount of Bonds then outstanding wil have the right to direct the time, method and place of conducting all remedial proceedings available to the Trustee under the Indenture or exercising any trust or power conferred on the Trustee upon furnishing satisfactory indemnity to the Trustee (except against gross negligence or wilful misconduct) and provided that such direction does not result in any personal liabilty of the Trustee, No Owner of any Bond wil have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust or power of the Trustee unless such Owner has previously given the Trustee written notice of an Event of Default and unless the Owners of not less than 25% in principal amount of the Bonds then outstanding have made written request of the Trustee so to do, and unless satisfactory indemnity (except against gross negligence or wilful misconduct) has been offered to the Trustee and the Trustee has not complied with such request within a reasonable time. Notwithstanding any other provision in the Indenture, the right of any Owner to receive payment of the principal of, premium, if any, and interest on the Owner's Bond on or after the respective due dates expressed therein, or to institute suit for the enforcement of any such payment on or after such respective dates, wil not be impaired or affected without the consent of such Owner of Bonds. DEFEASANCE All or any portions of Bonds (in Authorized Denominations) wil, prior to the maturity or redemption date thereof, be deemed to have been paid for all purposes of the Indenture when: (a) in the event said Bonds or portions thereof have been selected for redemption, the Trustee has given, or the Company has given to the Trustee in form - 49- satisfactory to it irrevocable instrctions to give, notice of redemption of such Bonds or portions thereof; (b) there has been deposited with the Trustee moneys which constitute Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facilty; (c) the moneys so deposited with the Trustee are in an amount sufficient (without relying on any investment income) to pay when due the principal of, premium, if any, and interest due and to become due (which amount of interest to become due is calculated at the Maximum Interest Rate unless the interest rate borne by all of such Bonds is not subject to adjustment prior to the maturity or redemption thereof, in which case the amount of interest is calculated at the rate borne by such Bonds) on said Bonds or portions thereof on and prior to the redemption date or maturity date thereof, as the case may be; provided, however, that if such payment is to be made upon optional redemption, such payment is made from Available Moneys; (d) in the event said Bonds or portions thereof do not mature and are not to be redeemed within the next succeeding 60 days, the Issuer at the direction of the Company has given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same manner as a notice of redemption is given pursuant to the Indenture, a notice to the Owners of said Bonds or portions thereof and to the Insurer that the deposit required by clause (b) above has been made with the Trustee and that said Bonds or portions thereof are deemed to have been paid and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and premium, if any, and interest on said Bonds or portions thereof; (e) the Issuer, the Company, the Trustee, Moody's, if the Bonds are then rated by Moody's, and S&P, if the Bonds are then rated by S&P, and the Insurer have received an opinion of an independent public accountant of nationally recognized standing, selected by the Company (an "Accountant's Opinion "), to the effect that the requirements set forth in clause (c) above have been satisfied; (f) the Issuer, the Company, the Trustee and the Insurer shall have received written evidence from Moody's, if the Bonds are then rated by Moody's, and S&P, if the Bonds are then rated by S&P, that such action wil not result in a reduction, suspension or withdrawal of the rating; and (g) the Issuer, the Company, the Trustee, Moody's, if the Bonds are then rated by Moody's, and S&P, if the Bonds are then rated by S&P, and the Insurer have received an opinion of Bond Counsel to the effect that such deposit wil not adversely affect the Tax-Exempt status ofthe Bonds ("Bond Counsel's Opinion"). Moneys deposited with the Trustee as described above may not be withdrawn or used for any purpose other than, and are held in trust for, the payment of the principal of, premium, if any, and interest on said Bonds or portions thereof, or for the payment of the purchase price of - 50- Bonds in accordance with the Indenture; provided that such moneys, if not then needed for such purpose, wil, to the extent practicable, be invested and reinvested in Government Obligations maturing on or prior to the earlier of (a) the date moneys may be required for the purchase of Bonds or (b) the Interest Payment Date next succeeding the date of investment or reinvestment, and interest earned from such investments are paid over to the Company, as received by the Trustee, free and clear of any trust, lien or pledge. The provisions of the Indenture relating to (a) the registration and exchange of Bonds, (b) the delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with respect thereto, (c) the mandatory purchase of the Bonds in connection with the Expiration of the Term of the Letter of Credit or the Expiration of the Term for Alternate Credit Facility, as the case may be, and (d) payment of the Bonds from such moneys, wil remain in full force and effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed for redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds are deemed to be paid; provided, however, that the provisions with respect to registration and exchange of Bonds wil 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 wil not apply and the following two paragraphs wil be applicable. Any Bond wil be deemed to be paid within the meaning of the Indenture when (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether such due date is by reason of maturity or acceleration or upon redemption as provided in the Indenture) either (i) has been made or caused to be made in accordance with the terms thereof or (ii) has been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside exclusively for such payment, (A) moneys, which are Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may be, sufficient to make such payment and/or (B) Government Obligations purchased with A vailable Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may be, and maturing as to principal and interest in such amount and at such time as wil insure, without reinvestment, the availabilty of sufficient moneys to make such payment; provided, however, that if such payment is to be made upon optional redemption, such payment is made from Available Moneys or from Government Obligations purchased with Available Moneys; (b) all necessary and proper fees, compensation and expenses of the Issuer, the Trustee and the Registrar pertaining to the Bonds with respect to which such deposit is made have been paid or the payment thereof provided for to the satisfaction of the Trustee; and (c) an Accountant's Opinion, to the effect that such moneys and/or Government Obligations wil insure, without reinvestment, the availability of sufficient moneys to make such payment, a Bankrptcy Counsel's Opinion to the effect that the payment of the Bonds from the moneys and/or Government Obligations so deposited wil not result in a voidable preference under Section 547 of the United States Bankruptcy Code in the event that either the Issuer of the Company were to become a debtor under the United States Bankruptcy Code and a Bond Counsel's Opinion has been delivered to the Issuer, the Company, the Trustee, Moody's, if the Bonds are then rated by Moody's, and S&P, if the Bonds are then rated by S&P. The provisions - 51 - of this paragraph apply only if (x) the Bond with respect to which such deposit is made is to mature or be called for redemption prior to the next succeeding date on which such Bond is subject to purchase as described herein under the captions "THE BONDS - Optional Purchase" and "-Mandatory Purchase" and (y) the Company waives, to the satisfaction of the Trustee, its right to convert the interest rate borne by such Bond. Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately preceding paragraph wil be deemed a payment of such Bonds as aforesaid until: (a) proper notice of redemption of such Bonds has been previously given in accordance with the Indenture, or in the event said Bonds are not to be redeemed within the next succeeding 60 days, until the Company has given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds in accordance with the Indenture, that the deposit required by clause (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with the Indenture and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such Bonds. REMOVAL OF TRUSTEE With the prior written consent of the Bank or the Obligor on an Alternate Credit Facilty, as the case may be (which consent, if unreasonably withheld, wil not be required), the Trustee may be removed at any time by fiing with the Trustee so removed, and with the Issuer, the Company, the Insurer, the Registrar, the Remarketing Agent and the Bank (or the Obligor on an Alternate Credit Facility, as the case may be), an instrment or instruments in writing executed by (a) the Insurer, if no Insurer Default has occurred and is continuing, or (b) the Owners of not less than a majority in principal amount of the Bonds then outstanding and, if no Insurer Default has occurred and is continuing, the Insurer. The Trustee may also be removed by the Issuer under certain circumstances, MODIFICATIONS AND AMENDMENTS The Indenture may be modified or amended by the Issuer and the Trustee by supplemental indentures without the consent of the Owners of the Bonds, but with the consent of the Bank in certain circumstances, for any of the following purposes: (a) to cure any formal defect, omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and agreements of the Issuer contained in the Indenture or of the Company, the Insurer or the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any document, other covenants or agreements thereafter to be observed, or to assign or pledge additional security for any of the Bonds, or to surrender any right or power reserved or conferred upon the Issuer or the Company which does not materially adversely affect the interests of Owners of the Bonds; (c) to confirm, as further assurance, any pledge of or lien on any property subjected or to be subjected to the lien of the Indenture; (d) to comply with the requirements of the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the Indenture or any supplemental indenture in any other respect which in the judgment of the Trustee is not materially adverse to the Owners of the Bonds; provided, however, that any such modification, - 52- alteration, amendment or supplement wil not take effect until the Insurer (unless an Insurer Default has occurred and is continuing) and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, has consented in writing to such modification, alteration, amendment or supplement; provided further that in determining whether any such modification, alteration, amendment or supplement is materially adverse to the Owners of the Bonds, the Trustee wil consider the effect on the Owners as if there were no Insurance Policy with respect to the Bonds; (t) to implement a conversion of the interest rate on the Bonds or to evidence or give effect to or faciltate the delivery and administration under the Indenture of an Alternate Credit Facility or a Substitute Letter of Credit; (g) to provide for a depository to accept tendered Bonds in lieu of the Trustee; (h) to modify or eliminate the book-entr registration system for any of the Bonds; (i) to provide for uncertificated Bonds or for the issuance of coupons and bearer Bonds or Bonds registered only as to principal, but only to the extent that such would not adversely affect the Tax-Exempt status of the Bonds; (j) to secure or maintain ratings for the Bonds from Moody's and/or S&P in both the highest short-term or commercial paper debt Rating Category (as defined in the Indenture) and also in either of the two highest long-term debt Rating Categories; (k) to provide demand purchase obligations to cause the Bonds to be authorized purchases for investment companies; (1) to provide for any Substitute Collateral and the release of any First Mortgage Bonds; (m) to provide for the appointment of a successor Trustee, Registrar or Paying Agent; (n) to provide the procedures required to permit any Owner to separate the right to receive interest on the Bonds from the right to receive principal thereof and to sell or dispose of such right as contemplated by Section 1286 of the Code; (0) to provide for any additional procedures, covenants or agreements necessary to maintain the Tax-Exempt status of the Bonds; (p) to modify, alter, amend or supplement the Indenture in any other respect (which in the judgment of the Trustee is not materially adverse to the Owners), if the effective date of such supplemental indenture or amendment is a date on which all of the Bonds affected thereby are subject to mandatory purchase and are so purchased; and (q) to provide for the delivery to the Trustee of an Insurance policy or replacement of the Insurer or for an additional Insurer following the occurrence of an Insurer Default or to provide for an additional Insurer following the withdrawal or suspension or reduction below AAA (or its equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody's of the long-term ratings of the Insurer provided that the insurance policy provided by the replacement or additional Insurer would result in a long-term rating on the Bonds equal to AAA (or its equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody's. Before the Issuer and the Trustee enter into any supplemental indenture as described above, there must be delivered to the Trustee, the Company, the Insurer and the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) an opinion of Bond Counsel stating that such supplemental indenture is authorized or permitted by the Indenture and wil, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms, and wil not impair the validity under the Utah Act, the Wyoming Act or the Colorado Act, as applicable, of the Bonds or adversely affect the Tax-Exempt status of the Bonds. The Trustee wil provide written notice of any Supplemental Indenture to the Insurer, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be), Moody's, S&P and the Owners of all Bonds then outstanding at least 30 days prior to the effective date of such Supplemental Indenture, Such notice must state the effective date of such Supplemental - 53 - Indenture, briefly describe the nature of such Supplemental Indenture and state that a copy thereof is on fie at the principal office of the Trustee for inspection by the paries mentioned in the preceding sentence. Except for supplemental indentures entered into for the purposes described above, the Indenture wil not be modified, altered, amended supplemented or rescinded without the consent of the Bank (if its Letter of Credit is in effect and no Bank Default shall have occurred and be continuing) or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred and is continuing), together with the Owners of not less than 60% in aggregate principal amount of Bonds outstanding, who have the right to consent to and approve any supplemental indenture; provided that, unless approved in writing by the Bank (if its Letter of Credit is in effect and no Bank Default shall have occurred and be continuing) or the Insurer (unless an Insurer Default has occurred and is continuing), and the Owners of all the Bonds then affected thereby, there wil not be permitted (a) a change in the times, amounts or currency of payment of the principal of, or premium, if any, or interest on any Bond, a change in the terms of the purchase thereof by the Trustee, or a reduction in the principal amount or redemption price thereof or the rate of interest thereon, (b) the creation of a claim or lien on or a pledge of the Revenues ranking prior to or on a party with the claim, lien or pledge created by the Indenture, or (c) a reduction in the aggregate principal amount of Bonds the consent of the Owners of which is required to approve any such supplemental indenture or which is required to approve any amendment to the Loan Agreement. No such amendment of the Indenture wil be effective without the prior written consent of the Company. AMENDMENT OF THE LoAN AGREEMENTS Without the consent of or notice to the Owners of the Bonds, the Issuer may, with the consent of the Insurer (unless an Insurer Default has occurred and is continuing), modify, alter, amend or supplement the Loan Agreement, and the Trustee may consent thereto, as may be required (a) by the provisions of the Loan Agreement and the Indenture; (b) for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein; (c) in connection with any other change therein which in the judgment of the Trustee is not materially adverse to the Owners of the Bonds; provided, however, that any such modification, alteration, amendment or supplement wil not take effect until the Insurer (unless an Insurer Default has occurred and is continuing) and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, have consented in writing to such modification, alteration, amendment or supplement; provided further that in determining whether any such modification, alteration, amendment or supplement is materially adverse to the Owners of the Bonds, the Trustee wil consider the effect on the Owners as if there were no Insurance Policy with respect to the Bonds; (d) to secure or maintain ratings for the Bonds from Moody's and/or S&P in both the highest short-term or commercial paper debt Rating Category and also in either of the two highest long-term debt Rating Categories; (e) in connection with the delivery and substitution of any Substitute Collateral and the release of any First Mortgage Bonds; (f) to add to the covenants and agreements of the Issuer contained in the Loan Agreement or of the Company or of the Insurer or of the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any document, other covenants or agreements thereafter to be observed, or to assign or pledge additional security for any of the Bonds, or to surrender any right or power reserved or conferred upon the Issuer or the - 54- Company, which does not materially adversely affect the interest of the Owners of the Bonds; (g) to provide demand purchase obligations to cause the Bonds to be authorized purchases for investment companies, (h) to provide the procedures required to permit any Owner to separate the right to receive interest on the Bonds from the right to receive principal thereof and to sell or dispose of such right as contemplated by Section 1286 of the Code; (i) to provide for any additional procedures, covenants or agreements necessary to maintain the Tax-Exempt status of interest on the Bonds; U) to modify, alter, amend or supplement the Loan Agreement in any other respect (which in the judgment of the Trustee is not materially adverse to the Owners), including amendments which would otherwise be described herein, if the effective date of such supplement or amendment is a date on which all of the Bonds affected thereby are subject to mandatory purchase and are so purchased; and (k) to provide for the replacement of the Insurer or for an additional Insurer following the occurrence of an Insurer Default or to provide for an additional Insurer following the withdrawal or suspension or reduction below AAA (or its equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody's of the long-term ratings of the Insurer provided that the insurance policy provided by the replacement or additional Insurer would result in a long-term rating on the Bonds equal to AAA (or its equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody's. Before the Issuer enters into, and the Trustee consents to, any modification, alteration, amendment or supplement to the Loan Agreement as described in the immediately preceding paragraph, (a) the Trustee wil cause notice of such proposed modification, alteration, amendment or supplement to be provided to the Bank, the Insurer, Moody's and S&P, stating that a copy thereof is on file at the office of the Trustee for inspection by the Insurer, Moody's and S&P and (b) there must be delivered to the Bank, the Issuer, the Insurer and the Trustee an opinion of Bond Counsel stating that such modification, alteration, amendment or supplement is authorized or permitted by the Loan Agreement or the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, complies with their respective terms, wil, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and wil not adversely affect the Tax-Exempt status of the Bonds. The Issuer wil not enter into and the Trustee wil not consent to any other amendment, change or modification of the Loan Agreement without the written approval or consent of the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be), the Insurer (unless an Insurer Default has occurred and is continuing) and the Owners of not less than 60% in aggregate principal amount of the Bonds at the time outstanding; provided, however, that, unless approved in writing by the Owners of all Bonds affected thereby, nothing in the Indenture may permit, or be constred as permitting, a change in the obligations of the Company to make Loan Payments or payments to the Trustee for the purchase of Bonds or the nature of the obligations of the Company on the First Mortgage Bonds. No amendment of the Loan Agreement wil become effective without the prior written consent of the Insurer (unless an Insurer Default has occurred and is continuing) and the Company and under certain circumstances, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be). Before the Issuer enters into, and the Trustee consents to, any modification, alteration, amendment or supplement to the Loan Agreement as described in the immediately preceding paragraph, there must be delivered to the Issuer, the Bank (or the Obligor on an Alternate Credit - 55 - Facility, as the case may be), the Insurer and the Trustee an opinion of Bond Counsel stating that such modification, alteration, amendment or supplement is authorized or permitted by the Loan Agreement or the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, complies with their respective terms, wil, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and wil not adversely affect the Tax-Exempt status of the Bonds. THE FIST MORTGAGE BONDS Pursuant to the provisions of the Indentures and six separate Pledge Agreements each dated as of November 1, 1994 between the Company and the Trustee (individually, a "Pledge Agreement" and, collectively, the "Pledge Agreements"), the First Mortgage Bonds were issued by the Company to secure its obligations under the Loan Agreement relating to each of the six Issues of Bonds. The following summary of certain provisions of the First Mortgage Bonds and the Company Mortgage referred to below does not purport to be complete and is qualifed in its entirety by reference thereto and includes capitalized terms defined in such Mortgages. All references in this summary to the Trustee, the Bonds, the Indenture, the Loan Agreement and the Pledge Agreement are deemed to refer to the Trustee, the Bonds, the Indenture, the Loan Agreement, the Pledge Agreement and such other documents and parties, respectively, relating to each issue of the Bonds. GENERAL The First Mortgage Bonds are in the same principal amount and mature on the same dates as the Bonds. In addition, the First Mortgage Bonds are subject to redemption prior to maturity upon the same terms as the Bonds, so that upon any redemption of the Bonds, an equal aggregate principal amount of First Mortgage Bonds wil be redeemed. The First Mortgage Bonds bear interest at the same rate, and be payable at the same times, as the Bonds. See "THE LOAN AGREEMENTs-Loan Payments; The First Mortgage Bonds" above. The Company Mortgage provides that in the event of the merger or consolidation of another electric utilty company with or into the Company or the conveyance or transfer to the Company by another such company of all or substantially all of such company's property that is of the same character as Property Additions under the Company Mortgage, an existing mortgage constituting a first lien on operating properties of such other company may be designated by the Company as a Class "A" Mortgage. Any bonds thereafter issued pursuant to such additional mortgage would be Class "A" Bonds and could provide the basis for the issuance of Company Mortgage Bonds (as defined below) under the Company Mortgage. The Company wil receive a credit against its obligations to make any payment of principal of or premium, if any, or interest on the First Mortgage Bonds and such obligations wil be deemed fully or partially, as the case may be, satisfied and discharged, in an amount equal to the amount, if any, paid by the Company under the Loan Agreement, or otherwise satisfied or discharged, in respect of the principal of or premium, if any, or interest on the Company - 56- Mortgage Bonds. The obligations of the Company to make such payments with respect to the First Mortgage Bonds wil be deemed to have been reduced by the amount of such credit. Pursuant to the provisions of the Indenture, the Loan Agreement and the Pledge Agreement, the First Mortgage Bonds wil be registered in the name of and held by the Trustee for the benefit of the Owners and wil not be transferable except to a successor trstee under the Indenture. At the time any Bonds cease to be outstanding under the Indenture, the Trustee wil surrender to the Company Mortgage Trustee an equal aggregate principal amount of First Mortgage Bonds. SECURITY AND PRIORITY The First Mortgage Bonds and any other first mortgage bonds now or hereafter outstanding under the Company Mortgage ("Company Mortgage Bonds ") are or wil be, as the case may be, secured by a first mortgage Lien on certain utility property owned from time to time by the Company and by Class "A" Bonds, if any, held by the Company Mortgage Trustee, if any. All Company Mortgage Bonds, including the First Mortgage Bonds, issued and outstanding under the Company Mortgage are equally and ratably secured. The Lien of the Company Mortgage is subject to Excepted Encumbrances, including tax and constrction liens, purchase money liens and certain other exceptions. There are excepted from the Lien of the Company Mortgage all cash and securities (except those specifically deposited); equipment, materials or supplies held for sale or other disposition; any fuel and similar consumable materials and supplies; automobiles, other vehicles, aircraft and vessels; timber, minerals, mineral rights and royalties; receivables, contracts, leases and operating agreements; electric energy, gas, water, steam, ice and other products for sale, distrbution or other use; natural gas wells; gas transportation lines or other property used in the sale of natural gas to customers or to a natural gas distribution or pipeline company, up to the point of connection with any distrbution system; the Company's interest in the Wyodak Facility; and all properties that have been released from the discharged Mortgages and Deeds of Trust, as supplemented, of Pacific Power & Light Company and Utah Power & Light Company and that PacifiCorp, a Maine corporation, or Utah Power & Light Company, a Utah corporation, contracted to dispose of, but title to which had not passed at the date of the Company Mortgage. The Company has reserved the right, without any consent or other action by holders of Bonds of the Eighth Series or any subsequently created series of Company Mortgage Bonds (including the First Mortgage Bonds), to amend the Company Mortgage in order to except from the Lien of the Company Mortgage allowances allocated to steam-electric generating plants owned by the Company, or in which the Company has interests, pursuant to Title IV of the Clean Air Act Amendments of 1990, as now in effect or as hereafter supplemented or amended. The Company Mortgage contains provisions subjecting after-acquired property to the Lien thereof. These provisions may be limited, at the option of the Company, in the case of consolidation or merger (whether or not the Company is the surviving corporation), conveyance or transfer of all or substantially all of the utility property of another electric utilty company to the Company or sale of substantially all of the Company's assets. In addition, after-acquired - 57 - property may be subject to a Class "A" Mortgage, purchase money mortgages and other liens or defects in title. The Company Mortgage provides that the Company Mortgage Trustee shall have a lien upon the mortgaged property, prior to the holders of Company Mortgage Bonds, for the payment of its reasonable compensation and expenses and for indemnity against certain liabilities. RELEASE AND SUBSTITUTON OF PROPERTY Property subject to the Lien of the Company Mortgage may be released upon the basis of: (1) the release of such property from the Lien of a Class "A" Mortgage; (2) the deposit of cash or, to a limited extent, purchase money mortgages; (3) Property Additions, after making adjustments for certain prior lien bonds outstanding against Property Additions; and/or (4) waiver of the right to issue Company Mortgage Bonds. Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property that does not constitute Funded Property may be released without funding other property. Similar provisions are in effect as to cash proceeds of such property. The Company Mortgage contains special provisions with respect to certain prior lien bonds deposited and disposition of moneys received on deposited prior lien bonds, ISSUANCE OF ADDITIONAL COMPANY MORTGAGE BONDS The maximum principal amount of Company Mortgage Bonds that may be issued under the Company Mortgage is not limited. Company Mortgage Bonds of any series may be issued from time to time on the basis of: (1) 70% of qualified Property Additions after adjustments to offset retirements; (2) Class "A" Bonds (which need not bear interest) delivered to the Company Mortgage Trustee; (3) retirement of Company Mortgage Bonds or certain prior lien bonds; and/or (4) deposits of cash. With certain exceptions in the case of clauses (2) and (3) above, the issuance of Company Mortgage Bonds is subject to Adjusted Net Earings of the Company for 12 consecutive months out of the preceding 15 months, before income taxes, being at least twice the Annual Interest Requirements on all Company Mortgage Bonds at the time outstanding, including the additional - 58 - Company Mortgage Bonds that are to be issued, all outstanding Class "A" Bonds held other than by the Company Mortgage Trustee or by the Company, and all other indebtedness secured by a lien prior to the Lien of the Company Mortgage. In general, interest on varable interest bonds, if any, is calculated using the rate then in effect. Property Additions generally include electric, gas, steam and/or hot water utilty property but not fuel, securities, automobiles, other vehicles or aircraft, or property used principally for the production or gathering of natural gas. The issuance of Company Mortgage Bonds on the basis of Property Additions subject to prior liens is restrcted. Company Mortgage Bonds may, however, be issued against the deposit of Class" A" Bonds. CERTAIN COVENANTS The Company Mortgage contains a number of covenants by the Company for the benefit of holders of the Company Mortgage Bonds, including provisions requiring the Company to maintain the Company Mortgaged and Pledged Property as an operating system or systems capable of engaging in all or any of the generating, transmission, distribution or other utility businesses described in the Company Mortgage. DIVIDEND RESTRICTIONS The Company Mortgage provides that the Company may not declare or pay dividends (other than dividends payable solely in shares of common stock) on any shares of common stock if, after giving effect to such declaration or payment, the Company would not be able to pay its debts as they become due in the usual course of business. Reference is made to the notes to the audited consolidated financial statements included in the Company's Annual Report on Form lO-K incorporated by reference herein for information relating to other restrctions, FOREIGN CURRENCY DENOMINATED COMPANY MORTGAGE BONDS The Company Mortgage authorizes the issuance of Company Mortgage Bonds denominated in foreign currencies, provided, however, that the Company deposit with the Company Mortgage Trustee a currency exchange agreement with an entity having, at the time of such deposit, a financial rating at least as high as that of the Company that, in the opinion of an independent expert, gives the Company at least as much protection against currency exchange fluctuation as is usually obtained by similarly situated borrowers. The Company believes that such a currency exchange agreement wil provide effective protection against currency exchange fluctuations. However, if the other pary to the exchange agreement defaults and the foreign currency is valued higher at the date of maturity than at the date of issuance of the relevant Company Mortgage Bonds, holders of such Company Mortgage Bonds would have a claim on the assets of the Company which is greater than that to which holders of dollar-denominated Company Mortgage Bonds issued at the same time would be entitled. - 59 - THE COMPANY MORTGAGE TRUSTEE Affiliates of The Bank of New York Mellon Trust Company, N.A., may act as lenders and as administrative agents under loan agreements with the Company and affiliates of the Company. The Bank of New York Mellon Trust Company, N.A., serves as trustee under indentures and other agreements involving the Company and its affiliates. The Bank of New York Mellon Trust Company, N,A., is the Company Mortgage Trustee, MODIFCATION The rights of holders of the Company Mortgage Bonds may be modified with the consent of holders of 60% of the Company Mortgage Bonds, or, if less than all series of Company Mortgage Bonds are adversely affected, the consent of the holders of 60% of the series of Company Mortgage Bonds adversely affected. In general, no modification of the terms of payment of principal, premium, if any, or interest and no modification affecting the Lien or reducing the percentage required for modification is effective against any holder of the Company Mortgage Bonds without the consent of such holder. Unless there is a Default under the Company Mortgage, the Company Mortgage Trustee generally is required to vote Class "A" Bonds held by it, if any, with respect to any amendment of the applicable Class "A" Company Mortgage proportionately with the vote of the holders of all Class" A" Bonds then actually voting. DEFAULTS AND NOTICES THEREOF Each of the following wil constitute a "Default" under the Company Mortgage with respect to the First Mortgage Bonds: (1) default in payment of principal; (2) default for 60 days in payment of interest or an installment of any fund required to be applied to the purchase or redemption of any Company Mortgage Bonds; (3) default in payment of principal or interest with respect to certain prior lien bonds; (4) certain events in bankptcy, insolvency or reorganization; (5) default in other covenants for 90 days after notice; (6) the existence of any default under a Class "A" Company Mortgage which permits the declaration of the principal of all of the bonds secured by such Class "A" Company Mortgage and the interest accrued thereupon due and payable; or (7) an "Event of Default" as described in clauses (a), (b) or (c) under the caption "THE INDENTURES- Defaults" above. - 60- An effective default under any Class" A" Mortgage or under the Company Mortgage wil result in an effective default under all such mortgages. The Company Mortgage Trustee may withhold notice of default (except in payment of principal, interest or funds for retirement of Company Mortgage Bonds) if it determines that it is not detrimental to the interests of the holders of the Company Mortgage Bonds. The Company Mortgage Trustee or the holders of 25% of the Company Mortgage Bonds may declare the principal and interest due and payable on Default, but a majority may annul such declaration if such Default has been cured. No holder of Company Mortgage Bonds may enforce the Lien of the Company Mortgage without giving the Company Mortgage Trustee written notice of a Default and unless the holders of 25% of the Company Mortgage Bonds have requested the Company Mortgage Trustee to act and offered it reasonable opportunity to act and indemnity satisfactory to it against the costs, expenses and liabilties to be incurred thereby and the Company Mortgage Trustee shall have failed to act. The holders of a majority of the Company Mortgage Bonds may direct the time, method and place of conducting any proceedings for any remedy available to the Company Mortgage Trustee or exercising any trust or power conferred on the Company Mortgage Trustee. The Company Mortgage Trustee is not required to risk its funds or incur personal liability if there is reasonable ground for believing that repayment is not reasonably assured. The Company must give the Company Mortgage Trustee an annual statement as to whether or not the Company has fulfiled its obligations under the Company Mortgage throughout the preceding calendar year. VOTING OF THE FIRST MORTGAGE BONDS So long as no Event of Default under the Indenture has occurred and is continuing, the Trustee, as holder of the First Mortgage Bonds, shall vote or consent proportionately with what officials of or inspectors of votes at any meeting of bondholders under the Company Mortgage, or the Company Mortgage Trustee in the case of consents without such a meeting, reasonably believe wil be the vote or consent of the holders of all other outstanding Company Mortgage Bonds; provided, however, that the Trustee shall not vote in favor of, or consent to, any modification of the Company Mortgage which, if it were a modification of the Indenture, would require approval of the Owners of Bonds. DEFEASANCE Under the terms of the Company Mortgage, the Company wil be discharged from any and all obligations under the Company Mortgage in respect of the Company Mortgage Bonds of any series if the Company deposits with the Company Mortgage Trustee, in trust, moneys or Government Obligations, in an amount sufficient to pay all the principal of, premium (if any) and interest on, the Company Mortgage Bonds of such series or portions thereof, on the redemption date or maturity date thereof, as the case may be. The Company Mortgage Trustee need not accept such deposit unless it is accompanied by an Opinion of Counsel to the effect that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Company Mortgage, there has been a change in applicable - 61 - federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders of such Company Mortgage Bonds or the right of payment of interest thereon (as the case may be) wil not recognize income, gain or loss for federal income tax purposes as a result of such deposit, and/or ensuing discharge and wil be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, and/or discharge had not occurred. Upon such deposit, the obligation of the Company to pay the principal of (and premium, if any) and interest on such series of Company Mortgage Bonds shall cease, terminate and be completely discharged. In the event of any such defeasance and discharge of Company Mortgage Bonds of such series, holders of Company Mortgage Bonds of such series would be able to look only to such trust fund for payment of principal of (and premium, if any) and interest, if any, on the Company Mortgage Bonds of such series. LITIGATION There is no pending or, to the knowledge of each Issuer, threatened litigation against such Issuer that in any way questions or materially affects the Bonds of such Issuer, the validity or enforceability of the Loan Agreements or the Indentures to which such Issuer is a party or any proceedings or transaction relating to the reoffering of the Bonds. REMARKETING The Remarketing Agents have agreed with the Company, subject to the terms and provisions of separate Remarketing Agreements, dated November 18, 2008, between the Company and the Remarketing Agents, that the Remarketing Agents wil use their best efforts, as remarketing agent, to solicit purchases from potential investors of the Bonds. Pursuant to such Remarketing Agreements, the Company has agreed to indemnify the Remarketing Agents against certain liabilities and expenses, including liabilities arising under federal and state securities laws, and to pay for certain expenses in connection with the reoffering of the Bonds. In the ordinar course of business, the Remarketing Agents have provided investment banking services or bank financing to the Company, its subsidiaries or affiliates in the past for which they have received customar compensation and expense reimbursement, and may do so again in the future. CERTAIN RELATIONSHIPS Wells Fargo Brokerage Services, LLC ("WFBS") is a registered broker/dealer and a member of the FINRA and SIPC. WFBS is a brokerage affiliate of Wells Fargo & Company. WFBS is solely responsible for its contractual obligations and commitments. Nondeposit investment products offered by WFBS are not FDIC insured, are subject to investment risk, including loss of principal, and are not guaranteed by a bank unless otherwise specified. - 62 - In addition to providing the Letters of Credit for the herein described Bonds, from time to time, Wells Fargo Bank, N, A. and other banks and companies affiliated with WFBS may lend money to an issuer of securities or debt that are underwritten or dealt in by WFBS. Within the prospectus or other documentation provided with each such underwriting or placement there wil be a disclosure of any material lending relationship by an affiliate of WFBS with such an issuer and whether the proceeds of such an issuance of such debt securities wil be used by the issuer to repay any outstanding indebtedness of any WFS affilate. From time to time, WFBS may participate in a primary of secondary distribution of securities bought or sold by a purchase of bonds. WFBS and its affilates may also act as an investment advisor to issuers whose securities may be sold to a purchaser of those bonds. TAX EXEMPTION CARBON BONDS AND EMERY BONDS In connection with the original issuance and delivery of each of the Carbon Bonds and the Emery Bonds, Chapman and Cutler, as Bond Counsel to the Company, rendered an opinion with respect to each issue that subject to compliance by the Company and the applicable Issuer with certain covenants referenced in the opinion, under then existing law, interest on the Carbon Bonds and on the Emery Bonds, as applicable, would not be includible in the gross income of the Owners thereof for federal income tax purposes, except for interest on any Carbon Bond or Emery Bond, as applicable, for any period during which such Bond is owned by a person who is a substantial user of the related Project or Facilities or any person considered to be related to such person (within the meaning of Section 1 03(b)( 13) of the 1954 Code) and such interest is not treated as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations. Such interest is taken into account, however, in computing an adjustment used in determining the federal alternative minimum tax for certain corporations, Bond Counsel also rendered an opinion that, under then existing statutes and laws of Utah, interest on the Carbon Bonds and on the Emery Bonds, is exempt from taxes imposed by the Utah Individual Income Tax Act. A copy of each of the opinion letters provided by Bond Counsel in connection with the original issuance and delivery of the Carbon Bonds and the Emery Bonds is set forth in Appendix C-J and C-2, respectively, but inclusion of such copies of the opinion letters is not to be construed as a reaffrmation of the opinions contained therein. The opinion letters speak only as of their dates. Chapman and Cutler LLP wil deliver separate opinions in connection with execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement for each of the Carbon Bonds and the Emery Bonds in each case to the effect that (a) each of such First Supplemental Indentures (i) is authorized or permitted by the Trust Indenture relating thereto and the Act and complies with their respective terms, (ii) upon the execution and delivery thereof, wil be valid and binding upon the respective Issuer in accordance with its terms and (iii) - 63- wil not adversely affect the Tax-Exempt status of the Carbon Bonds or the Emery Bonds, as applìcable and (b) each of such First Supplemental Loan Agreements (i) is authorized or permitted by the Original Loan Agreement or Trust Indenture relating thereto and the Act and complies with their respective terms, (ii) wil be valìd and binding upon the respective Issuer in accordance with its terms and (iii) wil not adversely affect the Tax-Exempt status of the Carbon Bonds or the Emery Bonds, as applicable. Except as necessar to render the foregoing opinions, Chapman and Cutler has not reviewed any factual or legal maters relating to the prior opinion of Bond Counselor the Carbon Bonds or the Emery Bonds subsequent to their date of issuance. The proposed form of such opinions are set forth in Appendix D- 1 and Appendix D-3, CONVERSE BONDS, LINCOLN BONDS AND SWEETWATER BONDS In connection with the original issuance and delìvery of each of the Converse Bonds, the Lincoln Bonds and the Sweetwater Bonds, Chapman and Cutler, as Bond Counsel to the Company, rendered an opinion with respect to each issue that subject to complìance by the Company and the Issuer with certain covenants referenced in the opinion, under then existing law, interest on the Converse Bonds, on the Lincoln Bonds and on the Sweetwater Bonds, as applìcable, would not be includible in the gross income of the Owners thereof for federal income tax purposes, except for interest on any Converse Bond, Lincoln Bond or Sweetwater Bond, as applìcable, for any period during which such Bond is owned by a person who is a substantial user of the related Project or Facilities or any person considered to be related to such person (within the meaning of Section 103(b)(l3) of the 1954 Code) and such interest is not treated as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations. Such interest is taken into account, however, in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Bond Counsel also rendered an opinion that, under then existing statutes and laws of Wyoming, Wyoming imposed no income taxes that would be applicable to interest on the Converse Bonds, on the Lincoln Bonds or on the Emery Bonds, as applìcable. A copy of each of the opinion letters provided by Bond Counsel in connection with the original issuance and delivery of the Converse Bonds, the Lincoln Bonds and the Sweetwater Bonds is set forth in Appendix C-3, C-4 and C-5, respectively, but inclusion of such copies of the opinion letters is not to be construed as a reaffrmation of the opinions contained therein. The opinion letters speak only as of their dates. Chapman and Cutler LLP wil deliver separate opinions in connection with execution and delìvery of the First Supplemental Indenture and the First Supplemental Loan Agreement for each of the Converse Bonds, the Lincoln Bonds and the Sweetwater Bonds in each case to the effect that (a) each of such First Supplemental Indentures (i) is authorized or permitted by the Trust Indenture relating thereto and the Act and complies with their respective terms, (ii) upon the execution and delìvery thereof, wil be valid and binding upon the respective Issuer in accordance with its terms and (iii) wil not adversely affect the Tax-Exempt status of the Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds, as applicable and (b) each of such First Supplemental Loan Agreements (i) is authorized or permitted by the Original Loan Agreement or Trust Indenture relating thereto and the Act and complies with their respective - 64- terms, (ii) wil be valid and binding upon the respective Issuer in accordance with its terms and (iii) wil not adversely affect the Tax-Exempt status of the Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds, as applicable. Except as necessar to render the foregoing opinions, Chapman and Cutler has not reviewed any factual or legal maters relating to the prior opinion of Bond Counselor the Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds subsequent to their date of issuance. The proposed form of such opinions are set forth in Appendix 0-2, Appendix 0-4 and Appendix 0-6. MOFFAT BONDS In connection with the original issuance and delivery of the Moffat Bonds, Chapman and Cutler, as Bond Counsel to the Company, rendered an opinion that subject to compliance by the Company and the Issuer with certain covenants referenced in the opinion, under then existing law, interest on the Moffat Bonds would not be includible in the gross income of the Owners thereof for federal income tax purposes, except for interest on any Moffat Bond for any period during which such Bond is owned by a person who is a substantial user of the related Project or Facilities or any person considered to be related to such person (within the meaning of Section 103(b )(13) of the 1954 Code) and such interest is not treated as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations. Such interest is taken into account, however, in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Bond Counsel also rendered an opinion that, under then existing statutes and laws of Colorado, so long as interest on the Moffat Bonds is not included in gross income for federal income tax purposes, interest on the Moffat Bonds is not included in Colorado taxable income for purposes of the income tax imposed by Colorado pursuant to Article 22 of Title 39 of the Colorado Revised Statutes, as amended, upon individuals, corporations, and estates and trusts. A copy of the opinion letter provided by Bond Counsel in connection with the original issuance and delivery of the Moffat Bonds is set forth in Appendix C-6, but inclusion of such copy of the opinion letter is not to be construed as a reaffrmation of the opinions contained therein. The opinion letter speak only as of its date. Chapman and Cutler LLP wil deliver an opinion in connection with execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement relating to the Moffat Bonds to the effect that (a) such First Supplemental Indenture (i) is authorized or permitted by the Trust Indenture relating thereto and the Act and complies with their respective terms, (ii) upon the execution and delivery thereof, wil be valid and binding upon Moffat County in accordance with its terms and (iii) wil not adversely affect the Tax- Exempt status of the Moffat Bonds and (b) such First Supplemental Loan Agreement (i) is authorized or permitted by the Original Loan Agreement or Trust Indenture relating thereto and the Act and complies with their respective terms, (ii) wil be valid and binding upon Moffat County in accordance with its terms and (iii) wil not adversely affect the Tax-Exempt status of the Moffat Bonds. Except as necessar to render the foregoing opinion, Chapman and Cutler has not reviewed any factual or legal maters relating to the prior opinion of Bond Counselor the - 65 - Moffat Bonds subsequent to their date of issuance. The proposed form of such opinion is set forth in Appendix 0-5. CERTAIN LEGAL MATTERS Certain legal matters in connection with the remarketing wil be passed upon by Chapman and Cutler LLP, as Bond Counsel to the Company. Certain legal matters wil be passed upon for the Company by Paul J. Leighton, Esq., as counsel for the Company. Certain legal matters wil be passed upon for the Remarketing Agents by King & Spalding LLP. The validity of the Letter of Credit wil be passed upon for the Bank by in-house counsel to the Bank. MISCELLANEOUS The attached Appendices (including the documents incorporated by reference therein) are an integral par of this Reoffering Circular and must be read together with all of the balance of this Reoffering Circular. The Issuers have not assumed nor wil assume any responsibilty for the accuracy or completeness of any information contained herein (other than the material pertinent to each Issuer under "THE ISSUERS" or "LITGATION" above) or in the Appendices hereto, all of which was furnished by others. - 66- ApPENDIX A PACIF'ORP The following information concerning PacifCorp (the "Company") has been provided by representatives of the Company and has not been independently confirmed or verifed by the Remarketing Agents, 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 is a United States regulated electricity company serving customers in portions of the states of Utah, Oregon, Wyoming, Washington, Idaho and California. The Company delivers electncity to customers in Utah, Wyoming and Idaho under the trade name Rocky Mountain Power and to customers in Oregon, Washington and California under the trade name Pacific Power. The Company's electric generation, commercial and energy trading, and coal-mining functions are operated under the trade name PacifiCorp Energy. The subsidiaries of the Company support its electric utility operations by providing coal mining facilities and services and environmental remediation services. PacifiCorp is an indirect subsidiary of MidAmencan Energy Holdings Company ("MERC"), a holding company based in Des Moines, Iowa, owning subsidiaries that are principally engaged in energy businesses. MEHC is a consolidated subsidiar of Berkshire Hathaway Inc. The Company's operations are exposed to risks, including general economic, political and business conditions in the jurisdictions in which the Company's facilties are located; changes in governmental, legislative or regulatory requirements affecting the Company or the electric utilty industry, including limits on the abilty of public utilties to recover income tax expenses in rates, such as Oregon Senate Bil 408; changes in, and compliance with, environmental laws, regulations, decisions and policies that could increase operating and capital improvement costs, reduce plant output and/or delay plant construction; the outcome of general rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies; changes in economic, industr or weather conditions, as well as demographic trends that could affect customer growth and usage or supply of electricity; a high degree of variance between actual and forecasted load and prices that could impact the hedging strategy and costs to balance electricity load and supply; hydroelectric conditions, as well as the cost, feasibility and eventual outcome of hydroelectric relicensing proceedings that could have a signifcant impact on electric capacity and cost and on the Company's abilty to generate electricity; changes in prices and availability for both purchases and sales of wholesale electricity, coal, natural gas and other fuel sources that could have a significant impact on generation capacity and energy costs; financial condition and creditworthiness of significant customers and suppliers; changes in business strategy or development plans; availability, terms and deployment of capital, including severe reductions in demand for investment grade commercial paper, debt securities and other sources of debt financing and volatilty in the London Interbank Offered Rate, the base interest rate for the Company's credit facilities; performance of the Company's generation facilities, including unscheduled outages or repairs; A-I the impact of derivative instruments used to mitigate or manage volume and price risk and interest rate risk and changes in the commodity prices, interest rates and other conditions that affect the value of the derivatives; the impact of increases in health care costs, changes in interest rates, mortality, morbidity and investment performance on pension and other post-retirement benefits expense, as well as the impact of changes in legislation on funding requirements; changes in the Company's credit ratings; unanticipated construction delays, changes in costs, receipt of required permits and authorizations, and ability to fund capital projects and other factors that could affect futue generation plants and infrastrcture additions; the impact of new accounting pronouncements or changes in current accounting estimates and assumptions on financial results; other risks or unforeseen events, including litigation and wars, the effects of terrorism, embargos and other catastrophic events; and other business or investment considerations that may be disclosed from time to time in 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 Certin Documents by Reference." The principal executive offices of the Company are located at 825 N.E. Multnomah, Suite 2000, Portland, Oregon 97232; the telephone number is (503) 813-5000. 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 fies reports and other information with the Commission. Such reports and other information (including proxy and information statements) filed by the Company may be inspected and copied at public reference rooms maintained by the Commission in Washington, D.C., New York, New York and Chicago, Ilinois. Please call the Commission at 1-800-8EC-û330 for further information on the public reference rooms. The Company's filings with the Commission are also available to the public at the website maintained by the Commission at http://www.sec.gov. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents fied by the Company with the Commission pursuant to the Exchange Act are incorporated herein by reference: 1. Annual Report on Form lO-K for the fiscal year ended December 31, 2007. 2. Quarerly Reports on Form lO-Q for the three months ended March 31, 2008, June 30, 2008 and September 30, 2008. 3. Current Report on Form 8-K, dated Februar 14,2008. 4. Current Report on Form 8-K, dated Februar 22, 2008. 5. Current Report on Form 8-K, dated April 2, 2008. A-2 6. Current Report on Form 8-K, dated April 15, 2008, 7. Current Report on Form 8-K, dated July 17,2008. 8 Current Report on Form 8-K, dated September 15,2008. 9. All other documents fied by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof. All documents fied by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the filing of the Quarerly Report on Form 1O-Q for the three months ended September 30, 2008 and before the termination of the reoffering made by this Reoffering Circular (the "Reoffering Circular") shall be deemed to be incorporated by reference in this Reoffering Circular and to be a part hereof from the date of filing such documents (such documents and the documents enumerated above, being hereinafter referred to as the "Incorporated Documents"), provided, however, that the documents enumerated above and the documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during which the reoffering made by this Reoffering Circular is in effect before the filing of the Company's Annual Report on Form lO-K covering such year shall not be Incorporated Documents or be incorporated by reference in this Reoffering Circular or be a par hereof from and after such fiing of such Annual Report on Form 1O-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 fied 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 par hereof. The Incorporated Documents are not presented in this Reoffering Circular or delivered herewith. The Company hereby undertakes to provide without charge to each person to whom a copy of this Reoffering Circular has been delivered, on the written or oral request of any such person, a copy of any or all of the Incorporated Documents, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference therein. Requests for such copies should be directed to Investor Relations, PacifiCorp, 825 N.E. Multnomah, Suite 2000, Portland, Oregon 97232, telephone number (503) 813-5000. The information relating to the Company contained in this Reoffering Circular does not purport to be comprehensive and should be read together with the information contained in the Incorporated Documents. A-3 (Ths Page Intentionally Left Blank) ApPENDIXB INFORMATION REGARDING THE BANK The information under this heading has been provided solely by the Bank and is believed to be reliable. This information has not been verifed independently by the Company or any of the Remarketing Agents. Neither the Company nor any of the Remarketing Agents make any representation whatsoever as to the accuracy, adequacy or completeness of such information. WELLS FARGO BANK, NATIONAL ASSOCIATION Wells Fargo Bank, National Association (the "Bank") is a national banking association organized under the laws of the United States of America with its main office at 101 North Philips Avenue, Sioux Falls, South Dakota 57104, and engages in retail, commercial and corporate banking, real estate lending and trst and investment services. The Bank is an indirect, wholly owned subsidiar of Wells Fargo & Company, a diversified financial services company, a financial holding company and a bank holding company registered under the Bank Holding Company Act of 1956, as amended, with its principal executive offices located in San Francisco, California ("Wells Fargo"). As of September 30, 2008, the Bank had total consolidated assets of approximately $514.9 billon, total domestic and foreign deposits of approximately $356.2 bilion and total equity capital of approximately $44.2 bilion. On October 3, 2008, Wells Fargo announced that it had entered into a merger agreement with Wachovia Corporation providing for the acquisition of Wachovia and its subsidiares by Wells Fargo in a stock-for-stock transaction. This press release and other materials filed with the Securities and Exchange Commission ("SEC") by Wells Fargo relating to the proposed merger are available free of charge on the SEC's website at www.sec.gov. Copies of these filngs are also available free of charge by writing to Wells Fargo's Corporate Secretary at the address given below. Each quarter, the Bank files with the FDIC financial reports entitled "Consolidated Reports of Condition and Income for Insured Commercial Banks with Domestic and Foreign Offices," commonly referred to as the "Call Reports." The Bank's Call Reports are prepared in accordance with regulatory accounting principles, which may differ from generally accepted accounting principles. The publicly available portions of the Call Reports for the period ending June 30, 2008, and for Call Reports fied by the Bank with the FDIC after the date of this Offering Memorandum may be obtained from the FDIC, Disclosure Group, Room F518, 550 17th Street, N.W" Washington, D.C. 20429 at prescribed rates, or from the FDIC on its Internet site at http://www.fdic.gov, or by writing to Corporate Secretar's Office, Wells Fargo Center, Sixth and Marquette, MAC N9305-173, Minneapolis, MN 55479. Each Letter of Credit wil be solely an obligation of the Bank and wil not be an obligation of, or otherwise guaranteed by, Wells Fargo, and no assets of Wells Fargo or any B-1 afliate of the Bank or Wells Fargo wil be pledged to the payment thereof. Payment of the Letter of Credits wil not be insured by the FDIC. The information contained in this section, including financial information, relates to and has been obtained from the Bank, and is furnished solely to provide limited introductory information regarding the Bank and does not purport to be comprehensive. Any financial information provided in this section is qualified in its entirety by the detailed information appearing in the Call Reports referenced above. The delivery hereof shall not create any implication that there has been no change in the affairs of the Bank since the date hereof. B-2 ApPENDIX C-l ApPROVING OPINION OF BOND COUNSEL FOR THE CARBON BONDS (This Page Intentionally Left Blan) Law Offce of Theodore S. Chpman 187-1943 Henr E. Cutler181959 CHAMAN AND CUTLER 50 South Mai Street, Salt Lake City, Utah 841440402 FA (801) 533-9595 Telephone (801) 533-0066 2 Norh Cent AvenuePhoeni, Arna 8500 (60) 256-60 November ¡ ï, ¡ 994 111 West Monr StrOtcao, Dlois 603(3U) 84-3 Re: $9,365,000 Carbon County, Uta, Pollution Control Revenue Refunding Bonds (PacifCorp Project) Series 1994 We hereby certify that we have examined certfied copy of the proceedings of record of the Board of County Commssioners of Carbon County, Utah (the "Issuer"), a political subdivision of the State of Utah, preliminary to the issuance by the Issuer of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994, in the aggregate principal amount of $9,365,000 (the "Bonds"). The Bonds are being issued pursuant to the provisions of the Utah Industral Facilties and Development Act, Title 11, Chapter ) 7, Utah Code Annotated 1953, as amended and supplemented (the "Act"), for the purpose of refunding the Issuer's Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of 1974 now outstanding in the amount of $9,365,000 (the "Refunded Bonds"). The Refunded Bonds were issued for the purose of financing a portion of the cost of air and water pollution control facilties (the "Project") at the Carbon coal-fired electrc generating plant (the "Station") in Carbon County, Utah for use by Utah Power & Light Company, a Utah corporation which, subsequent to the issuance of the Refunded Bonds, merged with PacifiCorp, an Oregon corporation (the "Company"). The proceeds of the Bonds, together with other moneys to be provided by the Company, are to be deposited with the trste for the Refunded Bonds to provide for the payment of the Refunded Bonds. The Bonds mature on November 1, 2024, be interest from time to time computed as set forth in each of the Bonds and are subject to purchase and redemption prior to maturty at the times, in the manner and upon the terms set fort in each of the Bonds. The Bonds are issuable in Authorized Denominations as provided in the hereinafter-defined Indenture as fully-registered Bonds without coupons. From such examination of the proceeings of the Board of County Commissioners of the Issuer referred to above and from an examiation of the Act, we are of the opinion that such proceedings show lawful authority for said issue of Bonds under the laws of the State of Utah now in force. C-1-1 Law Offces øf CHAPMAN AND CUTLER Pursuant to a Loan Agreement, dated as of November 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer, the Issuer has agreed to loan the proceeds from the sale of the Bonds to the Company for the purose of refunding the Refunded Bonds, and the Company has agreed to pay amounts at least sufficient to pay the principal of, premium, if any, and interest on the Bonds when due, whether at stated maturity, call for redemption or acceleration. The Loan Agreement (an executed counterpar of which has been examined by us) has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming the due authorization, execution and delivery by the Company, is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankrptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought. We have also examined an executed counterpar of the Trust Indenture, dated as of November 1, 1994 (the "Indenture"), by and between the Issuer and The First National Bank of Chicago, as Trustee (the "Trustee"), securing the Bonds and settng forth the covenants and undertangs of the Issuer in connection with the Bonds and makng provision under certain conditions for the remarketing of the Bonds by a Remarketing Agent (the "Remarketing Agent"), for the fixing of variable interest rates to be borne by the Bonds from time to time, which variable interest rate may be a Daily Interest Rate, a Weekly Interest Rate or a Flexible Interest Rate (each as defined in the Indenture), and for the conversion of the interest rate borne by the Bonds to a different varable interest rate or to a Term Interest Rate (as defined in the Indenture) under certain conditions. The Indenture provides that the Bonds bear interest at a Daily Interest Rate until conversion to a different variable interest rate or to a Term Interest Rate. Under the Indentue, the revenues derived by the Issuer under the Loan Agreement, together with certain of the rights of the Issuer thereunder, are pledged and assigned to the Trustee as securty for the Bonds. From such examination, we are of the opinion that the proceedings of the Board of County Corrissioners of the Issuer referred to above show lawful authority for the execution and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankuptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generaly or usual equity principles in the event equitable remedies should be sought, that the Bonds have been validly issued under the Indenture, and that all requirements under the Indenture precedent to delivery of the Bonds have been satisfied. In connecton with the issuance of the Bonds, the Company has entered into a Standby Bond Purchase Agreement dated as of November 1, 1994 (the "Standby Purchase Agreement"), with The Bank of New York (the "Bank"). Pursuant to the Standby Puchase Agreement, the Bank has agreed to provide (a) an amount sufficient to pay the purchase price or portion of the purchase price equal to the pricipal amount of Bonds delivered to the Trustee for purchase and not remarketed, plus (b) an amount equal to 62 days' accred interest on the outstanding Bonds to pay the portion of the purchase price of the Bonds delivered to the Trustee equal to the accrued interest, if any, on such Bonds. Execution of C-I-2 Law Off",.. of CHAPMAN AND CUTLER the Standby Purchase Agreement, however, does not release the Company from its payment obligation under the Loan Agreement. The stated expiration date of the Standby Purchase Agreement is November 17, 1999, subject to the provisions of the Standby Purchase Agreement. For the purpose of securing the Company's obligation to repay the loan of the proceeds of sale of the Bonds made to the Company by the Issuer pursuant to the Loan Agreement, the Company has delivered to the Trustee, in trst for the benefit of the holders of the Bonds, its First Mortgage and Collateral Trust Bonds in the aggregate principal amount of $9,365,000 (the "First Mortgage Bonds"), issued by the Company under the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and Chemical Bank, as successor trstee, as supplemented and amended by ten supplemental indentures, including a Tenth Supplemental Indenture dated as of August 1, 1994 (collectively, the "Mortgage"). Pusuant to the provisions of the Indenture, payments by the Company representing pricipal of and interest on the First Mortgage Bonds are deposited into the Bond Fund created under the Indenture and are used to pay the principal of and interest on the Bonds on an equal and ratable basis as the same become due. The First Mortgage Bonds are being issued as a par of a series of $216,470,000 aggregate principal of First Mortgage and Collateral Trust Bonds pursuant to the Mortgage on the date hereof to secure the Bonds and five other issues of pollution control revenue refunding bonds being issued on the date hereof by Emery County, Utah, Converse County, Wyoming, Lincoln County, Wyoming, Sweetwater County, Wyoming, and Moffat County, Colorado (collectively, the "Other Issuers") to refinance certain pollution control or solid waste disposal facilties (the "Facilties") for the benefit of the Company. We further certify that we have examined the form of bond prescribed in the Indenture and find the same in due form of law and in our opinion the Bonds, to the amount named, are valid and legally binding upon the Issuer according to the import thereof and, as provided in the Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the Company under the Loan Agreement and all moneys and investments held by the Trustee under the Indenture or otherwise available to the Trustee for the payment thereof. Subject to the condition that the Company, the Issuer and the Other Issuers comply with certain covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the "1954 Code"), and the Internal Revenue Code of 1986, we are of the opinion that under present law inteest on the Bonds is not includible in gross income of the owners thereof for federal income tax puroses, except for interest on any Bond for any period durng which such Bond is owned by a person who is a substatial user of the Project or the Facilties or any person considered to be related to such person (withi the meaning of Section 103(b)(l3) of the 1954 Code), and interest on the Bonds wil 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 taen into account, however, in computing an adjustment used in determining the alternative minimum tax for certain corporations. Failure to comply with certn of such covenants could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. Ownership of the C-1-3 Law Office. 01 CHAPMAN AND CUTLER Bonds may result in other federal tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. In rendering this opinion, we have relied upon certifications of even date herewith of the Company relating to the Station, the Project and the application of the proceeds of the Refunded Bonds and the procees of the Bonds with respect to certn material facts solely within the knowledge of the Company. In our opinon, under the laws of the State of Uta as presently enacted and constred, interest on the Bonds wil be exempt from taxes impose by the Utah Individual Income Tax Act. No opinon is expressed with respect to any other taxes imposed by the State of Utah or any political subdivision thereof. Ownership of the Bonds may result in other Utah tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arsing with respect to the Bonds. We are not passing upon the Standby Purchase Agreement or any action taken by the Bank in connection therewith. The validity of the Standby Purchase Agreement has been passed upon by Davis Polk & Wardwell. Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of even date herewith concerning the obligations of the Company under the Loan Agreement. In rendering this opinion, we have relied upon said opinion with respect to, among other things: (i) the due organization of the Company, (ii) the good standing or existence of the Company in the States of Utah and Oregon, (il) the approval of the execution and delivery by the Company of the Loan Agreement by all necessary regulatory authorities exercising jurisdiction over the Company, (iv) the corporate power of the Company to enter into, and the due authorization, execution and delivery by the Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the Company. Stoel Rives Boley Jones & Grey has also rendered an opinion of even date herewith, as to the due authorization, execution and delivery of the First Mortgage Bonds and the Mortgage, the validity and binding effect thereof, the enforceabilty thereof in accordance with their respective terms and the requisite issuance of all orders, approvals, authorizations and consents of any court or administrative or governental body with respect to the First Mortgage Bonds. Gene Strate, County Attorney of the Issuer, has delivered an opinion of even date herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and the Indenture. We express no opinion as to the title to, the descrption of, or the existence of any liens, charges or encumbrances on the Project or the Station. RJScott:DBRohbock:jgl ~J~ C-l-4 ApPENDIX C-2 ApPROVING OPINION OF BOND COUNSEL FOR THE EMERY BONDS (Ths Page Intentionally Left Blank) La Ofces of Theodore S. Chapman18-194 Henr E. Cutler 187-1959 CHAMAN AND CUTLER 50 South Mai Strt, Salt Lae City, Utah 84144-042 FAX (SO) 539595 Thlephone (SO) 533-066 2 Nort Centr AvenuePhoeni, Ara 8500 (60) 256-0 111 Wes Monre StreetClucago, Dlois 60 (312) 84-30 November 17, 1994 Re: $121,940,000 Emery County, Utah, Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 We hereby certify that we have examined certied copy of the proceedings of record of the Board of County Comnssioners of Emery County, Utah (the "Issuer"), a political subdivision of the State of Utah, preliminar to the issuance by the Issuer of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994, in the aggregate principal amount of $121,940,000 (the "Bonds"). The Bonds are being issued pursuant to the provisions of the Utah Industral Facilties and Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended and supplemented (the "Act"), for the purpose of refunding the Issuer's Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of 1974, Pollution Control Revenue Bonds, 6-3/8% Series due November 1, 2006 (Utah Power & Light Company Project), Pollution Control Revenue Bonds, 5.90% Series due April 1, 2008 (Utah Power & Light Company Project) and Pollution Control Revenue Bonds (Utah Power & Light Company Project), 10.70% Series Due September 1, 2014, collectively outstanding in the amount of $121,940,000 (collectively, the "Refunded Bonds"). The Refunded Bonds were issued for the purpose of financing or refinancing a portion of the cost of cenain pollution control or solid waste disposal facilties (the "Projects") at the Hunter coal-frred steam electric generating plant (formerly known as the Emery Generating plant) and the Huntington coal-fired electrc generating plant (collectively, the "Stations") in Emery County, Utah, for use by Utah Power & Light Company, a Utah corporation which, subsequent to the issuance of the Refunded Bonds, merged with PacifiCorp, an Oregon corporation (the "Company"). The proceeds of the Bonds, together with other moneys to be provided by the Company, are tobe deposited with the respective trstee for each series of Refunded Bonds to provide for the payment of the Refunded Bonds. The Bonds mature on November 1, 2024, bear interest from time to time compute as set forth in each of the Bonds and are subject to purchase and redemption prior to maturity at the times, in the manner and upon the terms set forth in each of the Bonds. The Bonds are issuable in Authorized Denominations as provided in the hereinafter-defined Indenture as fully-registered Bonds without coupons. C-2-1 La Offces of CHAPMA AND CUTLER From such examination of the proceedings of the Board of County Commissioners of the Issuer referred to above and from an examination of the Act, we are of the opinion that such proceedings show lawful authority for said issue of Bonds under the laws of the State of Utah now in force. Pursuant to a Loan Agreement, dated as of November i, 1994 (the "Loan Agreement"), by and between the Company and the Issuer, the Issuer has agreed to loan the proceeds from the sale of the Bonds to the Company for the purpose of refunding the Refunded Bonds, and the Company has agreed to pay amounts at least sufficient to pay the principal of, premium, if any, and interest on the Bonds when due, whether at stated maturity, call for redemption or acceleration. The Loan Agreement (an executed counterpar of which has been examined by us) has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming the due authorization, execution and delivery by the Company, is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankrptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought. We have also examined an executed counterpart of the Trust Indenture, dated as of November I, 1994 (the "Indenture"), by and between the Issuer and The First National Bank of Chicago, as Trustee (the "Trustee"), securing the Bonds and setting forth the covenants and undertangs of the Issuer in connecton with the Bonds and makng provision under certain conditions for the remarketing of the Bonds by a Remarketing Agent (the "Remarketing Agent"), for the fixing of varable interest rates to be borne by the Bonds from time to time, which variable interest rate may be a Daily Interest Rate, a Weekly Interest Rate or a Flexible Interest Rate (each as defined in the Indenture), and for the conversion of the interest rate borne by the Bonds to a different varable interest rate or to a Term Interest Rate (as defined in the Indenture) under certain conditions. The Indenture provides that the Bonds bear interest at a Daily Interest Rate until conversion to a different variable interest rate or to a Term Interest Rate. Under the Indentue, the revenues derived by the Issuer under the Loan Agreement, together with certain of the rights of the Issuer thereunder, are pledged and assigned to the Trustee as security for the Bonds. From such examination, we are of the opinion that the proceedings of the Board of County Commissioners of the Issuer referred to above show lawful authority for the execution and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualifcation that the enforcement thereof may be limited by bankrptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought, that the Bonds have been validly issued under the Indenture, and that all requirements under the Indenture precedent to delivery of the Bonds have been satisfied. C-2-2 Law Offices of CHAPMAN AND CUTLER In connection with the issuance of the Bonds, the Company has entered into a Standby Bond Purchase Agreement dated as of November 1, 1994 (the "Standby Purchase Agreement"), with The Bank of Nova Scotia (the "Bank"). Pursuant to the Standby Purchase Agreement, the Bank has agreed to provide (a) an amount sufficient to pay the purchase price or portion of the purchase price equal to the principal amount of Bonds delivered to the Trustee for purchase and not remarketed, plus (b) an amount equal to 62 days' accrued interest on the outstanding Bonds to pay the porton of the purchase price of the Bonds delivered to the Trustee equal to the accrued interest, if any, on such Bonds. Execution of the Standby Purchase Agreement, however, does not release the Company from its payment obligation under the Loan Agreement. The stated expiration date of the Standby Purchase Agreement is November 17, 1999, subject to the provisions of the Stadby Purchase Agreement. For the purpose of securing the Company's obligation to repay the loan of the proceeds of sale of the Bonds made to the Company by the Issuer pursuant to the Loan Agreement, the Company has delivered to the Trustee, in trust for the benefit of the holders of the Bonds, its First Mortgage and Collateral Trust Bonds in the aggregate principal amount of $121,940,000 (the "First Mortgage Bonds"), issued by the Company under the Mortgage and Deed of Trust, dated as of January 9, i 989, between the Company and Chemical Bank, as successor trustee, as supplemented and amended by ten supplemental indentures, including a Tenth Supplemental Indenture dated as of August 1, 1994 (collectively, the "Mortgage"). Pursuant to the provisions of the Indenture, payments by the Company representing principal of and interest on the First Mortgage Bonds are deposited into the Bond Fund created under the Indenture and are used to pay the principal of and interest on the Bonds on an equal and ratable basis as the same become due. The First Mortgage Bonds are being issued as a par of a series of $216,470,000 aggregate principal of First Mortgage and Collateral Trust Bonds pursuant to the Mortgage on the date hereof to secure the Bonds and five other issues of pollution control revenue refunding bonds being issued on the date hereof by Carbon County, Utah, Converse County, Wyoming, Lincoln County, Wyoming, Sweetwater County, Wyoming, and Moffat County, Colorado (collectively, the "Other Issuers"), to refinance certain pollution control or solid waste disposal facilities (the "Facilties") for the benefit of the Company. We further certify that we have examined the form of bond prescribed in the Indenture and find the same in due form of law and in our opinion the Bonds, to the amount named, are valid and legally binding upon the Issuer according to the import thereof and, as provided in the Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the Company under the Loan Agreement and all moneys and investments held by the Trustee under the Indenture or otherwise available to the Trustee for the payment thereof. Subject to the condition that the Company, the Issuer and the Other Issuers comply with certain covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the "1954 Code"), and the Internal Revenue Code of 1986, we are of the opinion that under present law interest on the Bonds is not includible in gross income of the owners thereof for federal income tax puroses, except for interest on any Bond for any C-2-3 Law Offic of CHAPMAN AND CUTER period during which such Bond is owned by a person who is a substantial user of any of the Projects or the Facìlties or any person considered to be related to such person (wìthin the meaning of Section 103(b)(l3) of the 1954 Code), and interest on the Bonds wil not be treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations. Interest on the Bonds wì1 be taken into account, however, in computing an adjustment used in determining the alternative minimum tax for certain corporations. Failure to comply with certain of such covenants could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. Ownership of the Bonds may result in other federal tax consequences to certain tapayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. In renderig this opinion, we have relied upon certfications of even date herewith of the Company relating to the Stations, the Projects and the application of the proceeds of the Bonds, the Refunded Bonds and the Issuer's $16,750,000 Pollution Control Revenue Bonds (Utah Power & Light Company Project), dated May 11, 1984, with respect to certain material facts solely wìthin the knowledge of the Company. In our opinion, under the laws of the State of Utah as presently enacted and constred, interest on the Bonds wìl be exempt from taxes imposed by the Utah Individual Income Tax Act No opinion is expressed with respect to any other taxes imposed by the State of Utah or any political subdivision thereof. Ownership of the Bonds may result in other Utah tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. We are not passing upon the Standby Puchase Agreement or any action taken by the Bank in connection therewith. The validity of the Standby Purchase Agreement has been passed upon by Davis Polk & WardwelL. Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of even date herewith concerning the obligations of the Company under the Loan Agreement. In rendering this opinion, we have relied upon said opinion with respect to, among other things: (i) the due organization of the Company, (ii) the good standing or existence of the Company in the States of Utah and Oregon, (ii) the approval of the execution and delivery by the Company of the Loan Agreement by all necessary regulatory authorities exercising jursdiction over the Company, (iv) the corporate power of the Company to enter into, and the due authorization, execution and delivery by the Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the Company. Stoel Rives Boley Jones & Grey has also rendered an opinion of even date herewith, as to the due authorization, execution and delivery of the First Mortgage Bonds and the Mortgage, the validity and binding effect thereof, the enforceabilty thereof in accordance wìth their respective terms and the requisite issuance of all orders. approvals, authorizations and consents of any court or administrative or governmental body with respect to the First Mortgage Bonds. C-2-4 Law Offces of CHAPMAN AND CUTLER Ray, Quinney & Nebeker, special counsel to the Issuer, and David A. Blackwell, County Attorney of the Issuer, have delivered opinions of even date herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and the Indenture. We express no opinion as to the title to, the description of, or the existence of any liens, charges or encumbrances on the Projects or the Stations. RJScott:DBRohbock:jgl ~J~ C-2-5 (Ths Page Intentionally Left Blank) ApPENDIX C-3 ApPROVING OPINION OF BOND COUNSEL FOR THE CONVERSE BONDS (This Page Intentionally Left Blan) Law Offces of Theodore S. Chapman18-194 Henr E. Cutler1J1959 CHAMA AND CUTLER 50 South Mai Street, Salt La City, Uta 84144-0402 FAX (801) 539595 Teephone (801) 530066 2 North Central AvnuePhoeni, Arna 85 (602) 256- November 17, 1994 111 west Monroe Str Chago, Dloi 603(312) 84 Re:$8,190,000 Converse County, Wyomig, Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 We hereby certfy that we have examned certied copy of the proceedings of record of the Board of County Commissioners of Converse County, Wyoming (the "Issuer"), a political subdivision of the State of Wyoming, preliminar to the issuance by the Issuer of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994, in the aggregate principal amount of $8,190,000 (the "Bonds"). The Bonds are being issued pursuant to the provisions of Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes (1977), as amended and supplemented (the "Act"), for the purose of refunding the Issuer'sCollateralized Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1977 now outstanding in the amount of $8,190,000 (the "Refunded Bonds"). The Refunded Bonds were issued for the purose of financing a porton of the cost of water and ai pollution control facilties (the "Project") at the Dave Johnston Plant (the "Station") in Converse County, Wyoming, for use by Pacific Power & Light Company, a Maine corporation which, subsequent to the issuance of the Refunded Bonds, merged with PacifiCorp, an Oregon corporation (the "Company"). The procees of the Bonds, together with other moneys to be provided by the Company, are to be deposited with the trustee for the Refunded Bonds to provide for the payment of the Refunded Bonds. The Bonds mature on November 1, 2024, bear interest from time to time computed as set forth in each of the Bonds and are subject to purchase and redemption prior to maturity at the times, in the manner and upon the terms set forth in each of the Bonds, The Bonds are issuable in Authorized Denominations as provided in the hereinafter-defined Indentue as fully-registered Bonds without coupons. From such examiation of the proceedings of the Board of County Commissioners of the Issuer referred to above and from an examination of the Act, we are of the opinion that such proceedings show lawful authority for said issue of Bonds under the laws of the State of Wyoming now in force. C-3-1 Law Ofces of CHAPMAN AND CUTLER Pursuant to a Loan Agreement, dated as of November 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer, the Issuer has agreed to loan the proceeds from the sale of the Bonds to the Company for the purpose of refunding the Refunded Bonds, and the Company has agreed to pay amounts at least sufficient to pay the principal of, premium, if any, and interest on the Bonds when due, whether at stated maturity, call for redemption or acceleration. The Loan Agreement (an executed counterpart of which has been examined by us) has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming the due authorization, execution and delivery by the Company, is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankrptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought. We have also examined an executed counterpart of the Trust Indenture, dated as of November 1, 1994 (the "I nde nture"), by and between the Issuer and The First National Bank of Chicago, as Trustee (the "Trustee"), securing the Bonds and setting forth the covenants and undertakngs of the Issuer in connection with the Bonds and making provision under certain conditions for the remarketing of the Bonds by a Remarketing Agent (the "Remarketing Agent"), for the fixing of variable interest rates to be borne by the Bonds from time to time, which variable interest rate may be a Daily Interest Rate, a Weekly Interest Rate or a Flexible Interest Rate (each as defined in the Indenture), and for the conversion of the interest rate borne by the Bonds to a different varable interest rate or to a Term Interest Rate (as defined in the Indenture) under certain conditions. The Indenture provides that the Bonds bear interest at a Daily Interest Rate until conversion to a different variable interest rate or to a Term Interest Rate. Under the Indentue, the revenues derived by the Issuer under the Loan Agreement, together with certain of the rights of the Issuer thereunder, are pledged and assigned to the Trustee as securty for the Bonds. From such examination, we are of the opinion that the proceedings of the Board of County Commissioners of the Issuer referred to above show lawful authority for the execution and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought, that the Bonds have been validly issued under the Indenture, and that all requirements under the Indenture precedent to delivery of the Bonds have been satisfied. In connection with the issuance of the Bonds, the Company has entered into a Standby Bond Purchase Agreement dated as of November 1, 1994 (the "Standby Purchase Agreement"), with The Ban of New York (the "Bank"). Pursuant to the Standby Purchase Agreement, the Bank has agreed to provide (a) an amount sufficient to pay the purchase price or portion of the purchase price equal to the principal amount of Bonds delivered to the Trustee for purchase and not remarketed, plus (b) an amount equal to 62 days' accrued interest on the outstanding Bonds to pay the portion of the purchase price of the Bonds delivered to the Trustee equal to the accrued interest, if any, on such Bonds. Execution of C-3-2 Law Offices of CHAPMAN AND CUTLER the Standby Purchase Agreement, however, does not release the Company from its payment obligation under the Loan Agreement. The stated expiration date of the Standby Purchase Agreement is November 17, 1999, subject to the provisions of the Standby Purchase Agreement. For the purpose of securing the Company's obligation to repay the loan of the proceeds of sale of the Bonds made to the Company by the Issuer pursuant to the Loan Agreement, the Company has delivered to the Trustee, in trst for the benefit of the holders of the Bonds, its First Mortgage and Collateral Trust Bonds in the aggregate principal amount of $8,190,000 (the "First Mortgage Bonds"), issued by the Company under the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and Chemical Bank, as successor trstee, as supplemented and amended by ten supplemental indentures, including a Tenth Supplemental Indenture dated as of August 1, 1994 (collectively, the "Mortgage"). Pursuant to the provisions of the Indenture, payments by the Company representing principal of and interest on the First Mortgage Bonds are deposited into the Bond Fund created under the Indenture and are used to pay the principal of and interest on the Bonds on an equal and ratable basis as the same become due. The First Mortgage Bonds are being issued as a part of a series of $216,470,000 aggregate principal of First Mortgage and Collateral Trust Bonds pursuant to the Mortgage on the date hereof to secure the Bonds and five other issues of pollution control revenue refunding bonds being issued on the date hereof by Emery County, Utah, Carbon County, Utah, Lincoln County, Wyooung, Sweetwater County, Wyooung, and Moffat County, Colorado (collectively, the "Other Issuers"), to finance certain pollution control or solid waste disposal facilties (the "Facilities") for the benefit of the Company. We further certify that we have examined the form of bond prescribed in the Indentue and find the same in due form of law and in our opinion the Bonds, to the amount named, are valid and legally binding upon the Issuer according to the import thereof and, as provided in the Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the Company under the Loan Agreement and all moneys and investments held by the Trustee under the Indenture or otherwise available to the Trustee for the payment thereof. Subject to the condition that the Company, the Issuer and the Other Issuers comply with certain covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the "1954 Code"), and the Internal Revenue Code of 1986, we are of the opinion that under present law interest on the Bonds is not includible in gross income of the owners thereof for federal income tax puroses, except for interest on any Bond for any period durng which such Bond is owned by a person who is a substatial user of the Project or the Facilties or any person considered to be related to such person (within the meaning of Section 103(b)(l3) of the 1954 Code), and interest on the Bonds wil not be treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations. Interest on the Bonds wil be taken into account, however, in computing an adjustment used in determining the alternative minimum tax for certain corporations. Failure to comply with certan of such covenants could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. Ownership of the C-3..3 Law Offices of CHAPMAN AND CUTER Bonds may result in other federal tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. In rendering this opinion, we have relied upon certifications of even date herewith of the Company relating to the Station, the Project and the application of the proceeds of the Refunded Bonds and the proceeds of the Bonds with respect to certan material facts solely within the knowledge of the Company. In our opinion, under present Wyoming law, the State of Wyoming imposes no income taxes that would be applicable to interest on the Bonds. No opinion is expressed with respect to any other taxes imposed by the State of Wyoming or any political subdivision thereof. Ownership of the Bonds may result in other Wyoming tax consequences to certain tapayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. We are not passing upon the Standby Purchase Agreement or any action taen by the Bank in connection therewith. The validity of the Standby Purchase Agreement has been passed upon by Davis Polk & Wardwell. Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of even date herewith concerning the obligations of the Company under the Loan Agreement. In rendering this opinion, we have relied upon said opinion with respect to, among other things: (i) the due organization of the Company, (ii) the good standing or existence of the Company in the States of Wyoming and Oregon, (ii) the approval of the execution and delivery by the Company of the Loan Agreement by all necessary regulatory authorities exercising jurisdiction over the Company, (iv) the corporate power of the Company to enter into, and the due authorization, execution and delivery by the Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the Company. Stoel Rives Boley Jones & Grey has also rendered an opinion of even date herewith, as to the due authorization, execution and delivery of the First Mortgage Bonds and the Mortgage, the validity and binding effect thereof, the enforceabilty thereof in accordance with their respective terms and the requisite issuance of all orders, approvals, authorizations and consents of any court or administrative or governmental body with respect to the First Mortgage Bonds. Thomas A. Burley, Esq., County Attorney of the Issuer, has delivered an opinion of even date herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and the Indenture. We express no opinion as to the title to, the description of, or the existence of any liens, charges or encumbrances on the Project or the Station. RJScott:BDPatterson:jgl ~JGdLJ C-3-4 ApPENDIX C-4 ApPROVING OPINION OF BOND COUNSEL FOR THE LINCOLN BONDS (Ths Page Intentionally Left Blank) Law Offices of Theodore S. OIapman18.194Hen E. Cutler 18.1959 CHAMAN AN CUTER 50 South Mai Stree, Salt Lake City, Utah 84144-0402 FAX (SO) 5339595 Telephone (80) 53006 2 North Centr AvnuePhoen, Arona 85 (602) 2560 November 17, 1994 111 West Monre Street Oicag, Dlois 6060 (312) 84-300 Re:$15,060,000 Lincoln County, Wyoming, Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 We hereby certify that we have examined certfied copy of the proceedings of record of the Board of County Commissioners of Lincoln County, Wyoming (the "Issuer"), a political subdivision of the State of Wyoming, preliminar to the issuance by the Issuer of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994, in the aggregate principal amount of $15,060,000 (the "Bonds"). The Bonds are being issued pursuant to the provisions of Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes (1977), as amended and supplemented (the "Act"), for the purose ofrefunding the Issuer's Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of 1974 now outstanding in the amount of $15,060,000 (the "Refunded Bonds"). The Refunded Bonds were issued for the purpose of financing a porton of the cost of air pollution control facilties (the "Project") at the Naughton coal-fired electric generating plant (the "Station") in Lincoln County, Wyoming, for use by Uta Power & Light Company, a Utah corporation which, subsequent to the issuance of the Refunded Bonds, merged with PacifiCorp, an Oregon corporation (the "Company"). The proceeds of the Bonds, together with other moneys to be provided by the Company, are to be deposited with the trustee for the Refunded Bonds to provide for the payment of the Refunded Bonds. The Bonds mature on November 1, 2024, bear interest from time to time computed as set forth in each of the Bonds and are subject to purchase and redemption prior to maturity at the times, in the manner and upon the terms set fort in each of the Bonds. The Bonds are issuable in Authorized Denominations as provided in the hereinafter-defined Indenture as fully-registered Bonds without coupons. From such examination of the proceedings of the Board of County Commissioners of the Issuer referred to above and from an examination of the Act, we are of the opinion that such proceedings show lawful authority for said issue of Bonds under the laws of the State of Wyoming now in force. C-4-1 Law Offices of CHAPMAN AND CUTLER Pursuant to a Loan Agreement, dated as of November 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer, the Issuer has agreed to loan the proceeds from the sale of the Bonds to the Company for the purpose of refunding the Refunded Bonds, and the Company has agreed to pay amounts at least sufficient to pay the principal of, premium, if any, and interest on the Bonds when due, whether at stated maturity, call for redemption or acceleration. The Loan Agreement (an executed counterpart of which has been examined by us) has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming the due authorization, execution and delivery by the Company, is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought. We have also examined an executed counterpart of the Trust Indenture, dated as of November 1, 1994 (the "Indenture"), by and between the Issuer and The First National Bank of Chicago, as Trustee (the "Trustee"), securing the Bonds and setting forth the covenants and undertangs of the Issuer in connection with the Bonds and makng provision under certain conditions for the remarketing of the Bonds by a Remarketing Agent (the "Remarketing Agent"), for the fixing of variable interest rates to be borne by the Bonds from time to time, which variable interest rate may be a Daily Interest Rate, a Weekly Interest Rate or a Flexible Interest Rate (each as defined in the Indenture), and for the conversion of the interest rate borne by the Bonds to a different varable interest rate or to a Term Interest Rate (as defined in the Indenture) under certain conditions. The Indenture provides that the Bonds bear interest at a Daily Interest Rate until conversion to a different variable interest rate or to a Term Interest Rate. Under the Indenture, the revenues derived by the Issuer under the Loan Agreement, together with certain of the rights of the Issuer thereunder, are pledged and assigned to the Trustee as security for the Bonds. From such examination, we are of the opinion that the proceedings of the Board of County Commissioners of the Issuer referred to above show lawful authority for the execution and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankrptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought, that the Bonds have been validly issued under the Indenture, and that all requirements under the Indenture precedent to delivery of the Bonds have been satisfied. In connection with the issuance of the Bonds, the Company has entered into a Standby Bond Purchase Agreement dated as of November 1, 1994 (the "Standby Purchase Agreement"), with The Bank of New York (the "Bank"). Pursuant to the Standby Puchase Agreement, the Bank has agreed to provide (a) an amount sufficient to pay the purchase price or portion of the purchase price equal to the pricipal amount of Bonds delivered to the Trustee for purchase and not remarketed, plus (b) an amount equal to 62 days' accred interest on the outstanding Bonds to pay the portion of the purchase price of the Bonds delivered to the Trustee equal to the accrued interest, if any, on such Bonds. Execution of C-4-2 Law Offies of CHAPMAN AND CUTLER the Standby Purchase Agreement, however, does not release the Company from its payment obligation under the Loan Agreement. The stated expiration date of the Standby Purchase Agreement is November 17, 1999, subject to the provisions of the Standby Purchase Agreement. For the purpose of securing the Company's obligation to repay the loan of the proceeds of sale of the Bonds made to the Company by the Issuer pursuant to the Loan Agreement, the Company has delivered to the Trustee, in trst for the benefit of the holders of the Bonds, its First Mortgage and Collateral Trust Bonds in the aggregate principal amount of $15,060,000 (the "First Mortgage Bonds"), issued by the Company under the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and Chemical Bank, as successor trstee, as supplemented and amended by ten supplemental indentures, including a Tenth Supplemental Indenture dated as of August 1, 1994 (collectively, the "Mortgage"). Pursuant to the provisions of the Indenture, payments by the Company representing principal of and interest on the First Mortgage Bonds are deposited into the Bond Fund created under the Indenture and are used to pay the principal of and interest on the Bonds on an equal and ratable basis as the same become due. The First Mortgage Bonds are being issued as a par of a series of $216,470,000 aggregate principal of First Mortgage and Collateral Trust Bonds pursuant to the Mortgage on the date hereof to secure the Bonds and five other issues of pollution control revenue refunding bonds being issued on the date hereof by Emery County, Utah, Carbon County, Uta, Converse County, Wyoming, Sweetwater County, Wyoming, and Moffat County, Colorado (collectively, the "Other Issuers"), to refinance certain pollution control or solid waste disposal facilties (the "Facilties") for the benefit of the Company. We further certify that we have examined the form of bond prescribed in the Indenture and find the same in due form of law and in our opinion the Bonds, to the amount named, are valid and legally binding upon the Issuer according to the import thereof and, as provided in the Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the Company under the Loan Agreement and all moneys and invesnnents held by the Trustee under the Indenture or otherwise available to the Trustee for the payment thereof. Subject to the condition that the Company, the Issuer and the Other Issuers comply with certa covenants made to satisfy pertinent requiements of the Internal Revenue Code of 1954, as amended (the "1954 Code"), and the Internal Revenue Code of 1986, we are of the opinion that under present law interest on the Bonds is not includible in gross income of the owners thereof for federal income tax puroses, 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 the Facilties or any person considered to be related to such person (within the meaning of Section 103(b)(l3) of the 1954 Code), and interest on the Bonds wil not be treate as an item of tax preference in computing the alternative minimum tax for individuals and corporations. Interest on the Bonds wil be taken into account, however, in computing an adjustment used in determining the alternative minimum tax for certain corporations. Failure to comply with certan of such covenants could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. Ownership of the C-4-3 Law Offce. oJ CHAPMAN AND CUTLER Bonds may result in other federal ta consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. In rendering this opinion, we have relied upon certifications of even date herewith of the Company relating to the Station, the Project and the application of the proceeds of the Refunded Bonds and the proceeds of the Bonds with respect to certain material facts solely within the knowledge of the Company. In our opinion, under present Wyoming law, the State of Wyoming imposes no income taxes that would be applicable to interest on the Bonds. No opinion is expressed with respect to any other taxes imposed by the State of Wyoming or any political subdivision thereof. Ownership of the Bonds may result in other Wyoming tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. We are not passing upon the Standby Purchase Agreement or any action taken by the Bank in connection therewith. The validity of the Standby Purchase Agreement has been passed upon by Davis Polk & Wardwell. Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinon of even date herewith concerning the obligations of the Company under the Loan Agreement. In rendering this opinion, we have relied upon said opinion with respect to, among other things: (i) the due organization of the Company, (ii) the good standing or existence of the Company in the States of Wyoming and Oregon, (iii) the approval of the execution and delivery by the Company of the Loan Agreement by all necessary regulatory authorities exercising jurisdiction over the Company, (iv) the corporate power of the Company to enter into, and the due authorization, execution and delivery by the Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the Company. Stoel Rives Boley Jones & Grey has also rendered an opinion of even date herewith, as to the due authorization, execution and delivery of the First Mortgage Bonds and the Mortgage, the validity and binding effect thereof, the enforceabilty thereof in accordance with their respective terms and the requisite issuance of all orders, approvals, authorizations and consents of any court or administrative or governmental body with respect to the First Mortgage Bonds. Joseph B. Bluemel, County Attorney of the Issuer, has delivered an opinion of even date herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and the Indenture. We express no opinion as to the title to, the description of, or the existence of any liens, charges or encumbrances on the Project or the Station. RJScott:BDPatterson:jgl ~~~. C-4-4 ApPENDIX C-5 ApPROVING OPINION OF BOND COUNSEL FOR THE SWEETWATER BONDS (This Page Intentionally Left Blan) Law Offices of Theodore S. Chpman 18-1943 Henr E. Cutler18.1959 CHAMAN AND CUTLER 50 South Mai Stret, Salt Lae City, Uta 841440402 FAX (801) 533.9595 'llephone (801) 530066 2 North Cenal AvenuePhoeni, Arna 8500(60) 250 111 We Monre Stret Oicao, DIois 60603 (312) 84300 November 17, 1994 Re:$21,260,00 Sweetwater County, Wyoming, Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 We hereby certify that we have examined certfied copy of the proceedings of record of the Board of County Commssioners of Sweetwater County, Wyoming (the "Issuer"), a political subdivision of the State of Wyoming, preliminar to the issuance by the Issuer of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994, in the aggregate principal amount of $21,260,000 (the "Bonds"). The Bonds are being issued pursuant to the provisions of Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes (1977), as amended and supplemented (the "Act"), for the purose of refunding the Issuer's Taxable Pollution Control Revenue Refunding Bonds (PacifCorp Project) Series 1994T now outstanding in the amount of $21,260,000 (the "Refunded Bonds"). The Refunded Bonds were issued for the purpose of refunding the Issuer's Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1973 (the "1973 Bonds") which were issued by the Issuer for the purose of financing a portion of the cost of certain air and water pollution control facilties in which PacifiCorp, an Oregon corporation (the "Company") owns a 66-213% undivided interest (the "Project") at the Jim Bridger coal-fired steam electric generating plant (the "Station") in Sweetwater County, Wyoming. The proceeds of the Bonds, together with other moneys to be provided by the Company, are to be deposited with the trustee for the Refunded Bonds to provide for the payment of the Refunded Bonds. The Bonds mature on November 1, 2024, bear interest from time to time computed as set forth in each of the Bonds and are subject to purchase and redemption prior to maturity at the times, in the manner and upon the terms set fort in each of the Bonds. The Bonds are issuable in Authorized Denominations as provided in the hereinafter-defined Indentue as fully-registered Bonds without coupons. From such examination of the proceedings of the Board of County Commissioners of the Issuer referred to above and from an examination of the Act, we are of the opinion that such proceedings show lawful authority for said issue of Bonds under the laws of the State of Wyomig now in force. C-5-1 Law Offices of CHAPMAN AND CUTLER Pursuant to a Loan Agreement, dated as of November 1, 1994 (the "Loan Agreement"), by and between the Company and the Issuer, the Issuer has agreed to loan the proceeds from the sale of the Bonds to the Company for the purpose of refunding the Refunded Bonds, and the Company has agreed to pay amounts at least sufficient to pay the principal of, premium, if any, and interest on the Bonds when due, whether at stated maturity, call for redemption or acceleration. The Loan Agreement (an executed counterpart of which has been examined by us) has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming the due authorization, execution and delivery by the Company, is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought. We have also examined an executed counterpar of the Trust Indenture, dated as of November 1, 1994 (the "Indenture"), by and between the Issuer and The First National Bank of Chicago, as Trustee (the "Trustee"), securing the Bonds and setting forth the covenants and undertangs of the Issuer in connection with the Bonds and makng provision under certain conditions for the remarketing of the Bonds by a Remarketing Agent (the "Remarketing Agent"), for the fixing of variable interest rates to be borne by the Bonds from time to time, which variable interest rate may be a Daily Interest Rate, a Weekly Interest Rate or a Flexible Interest Rate (each as defined in the Indenture), and for the conversion of the interest rate borne by the Bonds to a different variable interest rate or to a Term Interest Rate (as defined in the Indenture) under certåin conditions. The Indenture provides that the Bonds bear interest at a Daily Interest Rate until conversion to a different variable interest rate or to a Term Interest Rate. Under the Indenture, the revenues derived by the Issuer under the Loan Agreement, together with certain of the rights of the Issuer thereunder, are pledged and assigned to the Trustee as securty for the Bonds. From such examination, we are of the opinion that the proceedings of the Board of County Commissioners of the Issuer referred to above show lawful authority for the execution and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought, that the Bonds have been validly issued under the Indenture, and that all requirements under the Indenture precedent to delivery of the Bonds have been satisfied. In connection with the issuance of the Bonds, the Company has entered into a Stadby Bond Purchase Agreement dated as of November 1, 1994 (the "Standby Purchase Agreement"), with The Bank of New York (the "Bank"). Pursuant to the Standby Purchase Agreement, the Bank has agreed to provide (a) an amount sufficient to pay the purchase price or portion of the purchase price equal to the principal amount of Bonds delivered to the Trustee for purchase and not remarketed, plus (b) an amount equal to 62 days' accred interest on the outstanding Bonds to pay the portion of the purchase price of the Bonds delivered to the Trustee equal to the accrued interest, if any, on such Bonds. Execution of C-5-2 Law Offices of CHAMAN AND CUTLER the Standby Purchase Agreement, however, does not release the Company from its payment obligation under the Loan Agreement. The stated expiration date of the Standby Purchase Agreement is November 17, 1999, subject to the provisions of the Standby Purchase Agreement. For the purpose of securing the Company's obligation to repay the loan of the proceeds of sale of the Bonds made to the Company by the Issuer pursuant to the Loan Agreement, the Company has delivered to the Trustee, in trst for the benefit of the holders of the Bonds, its First Mortgage and Collateral Trust Bonds in the aggregate principal amount of $21,260,000 (the "First Mortgage Bonds"), issued by the Company under the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and Chemical Bank, as successor trustee, as supplemented and amended by ten supplemental indentures, including a Tenth Supplemental Indenture dated as of August 1, 1994 (collectively, the "Mortgage"). Pursuant to the provisions of the Indenture, payments by the Company representing principal of and interest on the First Mortgage Bonds are deposited into the Bond Fund created under the Indenture and are used to pay the principal of and interest on the Bonds on an equal and ratable basis as the same become due. The First Mortgage Bonds are being issued as a part of a series of $216,470,000 aggregate principal of First Mortgage and Collateral Trust Bonds pursuant to the Mortgage on the date hereof to secure the Bonds and five other issues of pollution control revenue refunding bonds being issued on the date hereof by Emery County, Utah, Carbon County, Utah, Converse County, Wyoming, Lincoln County, Wyoming, and Moffat County, Colorado (collectively, the "Other Issuers"), to refinance certain pollution control or solid waste disposal facilties (the "Facilities") for the benefit of the Company. We further certify that we have examined the form of bond prescribed in the Indenture and find the same in due form of law and in our opinion the Bonds, to the amount named, are valid and legally binding upon the Issuer according to the import thereof and, as provided in the Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the Company under the Loan Agreement and all moneys and investments held by the Trustee under the Indenture or otherwise available to the Trustee for the payment thereof. Subject to the condition that the Company, the Issuer and the Other Issuers comply with certain covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the "1954 Code"), and the Internal Revenue Code of 1986, we are of the opinion that under present law interest on the Bonds is not includible in gross income of the owners thereof for federal income tax puroses, except for interest on any Bond for any period durng which such Bond is owned by a person who is a substantial user of the Project or the Facilties or any person considered to be related to such person (within the meaning of Section 103(b)(l3) of the 1954 Code), and interest on the Bonds wil not be treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations. Interest on the Bonds wil be taken into account, however, in computing an adjustment used in determining the alternative minimum tax for certain corporations. Failure to comply with certn of such covenants could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. Ownership of the C-5-3 La Offces of CHAPMAN AND CUTLER Bonds may result in other federal tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arising with respect to the Bonds. In rendering this opinion, we have relied upon certifications of even date herewith of the Company relating to the Station, the Project and the application of the proceeds of the 1973 Bonds and the Refunded Bonds and the proceeds of the Bonds with respect to certain material facts solely within the knowledge of the Company. In our opinion, under present Wyoming law, the State of Wyoming imposes no income taxes that would be applicable to interest on the Bonds. No opinion is expressed with respect to any other taxes imposed by the State of Wyoming or any political subdivision thereof. Ownership of the Bonds may result in other Wyoming tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arsing with respect to the Bonds. We are not passing upon the Standby Purchase Agreement or any action taken by the Bank in connection therewith. The validity of the Standby Purchase Agreement has been passed upon by Davis Polk & WardwelL. Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of even date herewith concerning the obligations of the Company under the Loan Agreement. In rendering this opinion, we have relied upon said opinion with respect to, among other things: (i) the due organization of the Company, (ii) the good standing or existence of the Company in the States of Wyoming and Oregon, (iii) the approval of the execution and delivery by the Company of the Loan Agreement by all necessar regulatory authorities exercising jurisdiction over the Company, (iv) the corporate power of the Company to enter into, and the due authorization, execution and delivery by the Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the Company. Stoel Rives Boley Jones & Grey has also rendered an opinion of even date herewith, as to the due authorization, execution and delivery of the First Mortgage Bonds and the Mortgage, the validity and binding effect thereof, the enforceabilty thereof in accordance with their respective terms and the requisite issuance of all orders, approvals, authorizations and consents of any court or administrative or governmental body with respect to the First Mortgage Bonds. Sue Kearns, County and Prosecuting Attorney and G.R. Stewar, Civil Deputy County Attorney and Prosecuting Attorney of the Issuer, have delivered an opinion of even date herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and the Indenture. We express no opinion as to the title to, the description of, or the existence of any liens, charges or encumbrances on the Project or the Station. RJScott:BDPatterson :jgl ~J~ C-5-4 ApPENDIX C-6 ApPROVING OPINION OF BOND COUNSEL FOR THE MOFFAT BONDS (This Page Intentionally Left Blan) Law Offces of Theodor S. Chma 187-194Henr E. Cutler 1871959 CHAMAN AND CUTER 50 South Mai Street, Salt Lae City, Utah 84144-0402 FAX (801) 539595 Telephone (801) 533-0 2 Nort Centr AveuePhoeni, Arna 8500 (602) 256- 111 West Monre StreetChcago, Dlois 60 (31) 84-300 November 17, 1994 Re:$40,655,000 Moffat County, Colorado, Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 We hereby certfy that we have examned certfied copy of the proceedings of record of the Board of County Commssioners of Moffat County, Colorado (the "Issuer"), a body corporate and politic of the State of Colorado, preliminar to the issuance by the Issuer of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994, in the aggregate principal amount of $40,655,000 (the "Bonds"). The Bonds are being issued pursuant to the provisions of the County and Municipality Development Revenue Bond Act, Colorado Revised Statutes 1973, as amended and supplemented (the "Act"), for the purose of refunding the Issuer's Pollution Control Revenue Bonds, Series 1978 (Colorado-Ute Electric Association, Inc. Project) now outstanding in the amount of $42,855,000 (the "Refunded Bonds"). The Refunded Bonds were issued for the purpose of financing a porton of the cost of ai and water pollution control facilties (the "Project") at the electric generating Units 1 and 2 at the Craig Station steam electrc generatig station (the "Station") in Moffat County, Colorado, for use by the Colorado-Ute Electric Association, Inc. ("Colorado-Ute"). Subsequent to the issuance of the Refunded Bonds, PacifiCorp, an Oregon corporation (the "Company"), purchased the Project from Colorado-Ute and assumed certain obligations and rights of Colorado-Ute with respect to the Project and the Refunded Bonds. The procees of the Bonds, together with other moneys to be provided by the Company, are to be deposited with the trustee for the Refunded Bonds to provide for the payment of the Refunded Bonds. The Bonds mature on May 1, 2013, bear interest from time to time computed as set forth in each of the Bonds and are subject to purchase and redemption prior to maturity at the times, in the manner and upon the terms set forth in each of the Bonds. The Bonds are issuable in Authorized Denominations as provided in the hereinafter-defined Indenture as fully-registered Bonds without coupons. From such examination of the proceedings of the Board of County Commssioners of the Issuer referred to above and from an examination of the Act, we are of the opinion that such proceedings show lawful authority for said issue of Bonds under the laws of the State of Colorado now in force. C-6-1 Law Ofices of CHAPMN AND CUTER Pursuant to a Loan Agreement, dated as of November 1, 1994 (the "Lo a n Agreement"), by and between the Company and the Issuer, the Issuer has agreed to loan the proceeds from the sale of the Bonds to the Company for the purpose of refunding the Refunded Bonds, and the Company has agreed to pay amounts at least suffcient to pay the principal of, premium, if any, and interest on the Bonds when due, whether at stated maturity, call for redemption or acceleration. The Loan Agreement (an executed counterpart of which has been examined by us) has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming the due authorization, execution and delivery by the Company, is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankrptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought. We have also examined an executed counterpart of the Trust Indenture, dated as of November 1, 1994 (the "Indenture"), by and between the Issuer and The First National Bank of Chicago, as Trustee (the "Trustee"), securing the Bonds and setting forth the covenants and undertangs of the Issuer in connection with the Bonds and makng provision under certain conditions for the remarketing of the Bonds by a Remarketing Agent (the "Remarketing Agent"), for the fixing of varable interest rates to be borne by the Bonds from time to time, which variable interest rate may be a Daily Interest Rate, a Weekly Interest Rate or a Flexible Interest Rate (each as defined in the Indenture), and for the conversion of the interest rate borne by the Bonds to a different variable interest rate or to a Term Interest Rate (as defined in the Indenture) under certain conditions. The Indenture provides that the Bonds bear interest at a Daily Interest Rate until conversion to a different variable interest rate or to a Term Interest Rate. Under the Indenture, the revenues derived by the Issuer under the Loan Agreement, together with certain of the rights of the Issuer thereunder, are pledged and assigned to the Trustee as security for the Bonds. From such examination, we are of the opinion that the proceedings of the Board of County Commissioners of the Issuer referred to above show lawful authority for the execution and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equity principles in the event equitable remedies should be sought, that the Bonds have been validly issued under the Indenture, and that all requirements under the Indenture precedent to delivery of the Bonds have been satisfied. In connection with the issuance of the Bonds, the Company has entered into a Standby Bond Purchase Agreement dated as of November 1, 1994 (the "Standby Purchase Agreement"), with The Bank of New York (the "Bank"). Pursuant to the Standby Purchase Agreement, the Bank has agreed to provide (a) an amount suffcient to pay the purchase price or portion of the purchase price equal to the principal amount of Bonds delivered to the Trustee for purchase and not remarketed, plus (b) an amount equal to 62 days' accrued interest on the outstanding Bonds to pay the portion of the purchase price of the Bonds delivered to the Trustee equal to the accrued interest, if any. on such Bonds. Execution of C-6-2 Law Offce. 01 CHAPMAN AND CUTLER the Standby Purchase Agreement, however, does not release the Company from its payment obligation under the Loan Agreement. The stated expiration date of the Standby Purchase Agreement is November 17, 1999, subject to the provisions of the Standby Purchase Agreement. For the purpose of securing the Company's obligation to repay the loan of the proceeds of sale of the Bonds made to the Company by the Issuer pursuant to the Loan Agreement, the Company has delivered to the Trustee, in trst for the benefit of the holders of the Bonds, its First Mortgage and Collateral Trust Bonds in the aggregate principal amount of $40,655,000 (the "First Mortgage Bonds"), issued by the Company under the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and Chemical Bank, as successor trustee, as supplemented and amended by ten supplemental indentures, including a Tenth Supplemental Indenture dated as of August 1, 1994 (collectively, the "Mortgage"). Pursuant to the provisions of the Indenture, payments by the Company representing principal of and interest on the First Mortgage Bonds are deposited into the Bond Fund created under the Indenture and are used to pay the principal of and interest on the Bonds on an equal and ratable basis as the same become due. The First Mortgage Bonds are being issued as a part of a series of $216,470,000 aggregate principal of First Mortgage and Collateral Trust Bonds pursuant to the Mortgage on the date hereof to secure the Bonds and five other issues of pollution control revenue refunding bonds being issued on the date hereof by Emery County, Utah, Carbon County, Utah, Converse County, Wyoming, Lincoln County, Wyoming, and Sweetwater County, Wyoming (collectively, the "Other Issuers"), to refinance certain pollution control or solid waste disposal facilties (the "Facilties") for the benefit of the Company. We further certify that we have examined the form of bond prescribed in the Indenture and find the same in due form of law and in our opinion the Bonds, to the amount named, are valid and legally binding upon the Issuer according to the import thereof and, as provided in the Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the Company under the Loan Agreement and all moneys and investments held by the Trustee under the Indenture or otherwise available to the Trustee for the payment thereof. Subject to the condition that the Company, the Issuer and the Other Issuers comply with certain covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the "/954 Code"), and the Internal Revenue Code of 1986, we are of the opinion that under present law interest on the Bonds is not includible in gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a person who is a substatial user of the Project or the Facilities or any person considered to be related to such person (within the meaning of Section 103(b)(l3) of the 1954 Code), and interest on the Bonds wil not be treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations. Interest on the Bonds wil be taken into account, however, in computing an adjustment used in determining the alternative minimum tax for certain corporations. Failure to comply with certan of such covenants could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. Ownership of the C-6-3 Law Offce 01 CHAMAN AND CUTLER Bonds may result in other federal tax consequences to certain taxpayers; we express no opinion regarding any such collateral consequences arsing with respect to the Bonds. In rendering this opinion, we have relied upon certifications of even date herewith of the Company relating to the Station, the Project and the application of the proceeds of the Refunded Bonds and the proceeds of the Bonds with respect to certain material facts solely within the knowledge of the Company. In our opinion, under the laws of the State of Colorado, as presently enacted and construed, so long as interest on the Bonds is not included in gross income for federal income tax puroses, interest on the Bonds is not included in Colorado taxable income for puroses of the income tax imposed by the State of Colorado pursuant to Article 22 of Title 39 of the Colorado Revised Statutes, as amended, upon individuals, corporations, and estates and trusts. No opinion is expressed regarding taxation of interest on the Bonds under any other provisions of Colorado law. Ownership of the Bonds may result in other Colorado ta consequences to certin taxpayers and we express no opinion regarding any such collateral consequences arising with respect to the Bonds. We are not passing upon the Standby Purchase Agreement or any action taken by the Bank in connection therewith. The validity of the Standby Purchase Agreement has been passed upon by Davis Polk & Wardwell. Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of even date herewith concerning the obligations of the Company under the Loan Agreement. In rendering this opinion, we have relied upon said opinion with respect to, among other things: (i) the due organization of the Company, (ii) the good standing or existence of the Company in the States of Colorado and Oregon, (ii) the approval of the execution and delivery by the Company of the Loan Agreement by all necessary regulatory authorities exercising jurisdiction over the Company, (iv) the corporate power of the Company to enter into, and the due authorization, execution and delivery by the Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the Company. Stoel Rives Boley Jones & Grey has also rendered an opinion of even date herewith, as to the due authorization, execution and delivery of the First Mortgage Bonds and the Mortgage, the validity and binding effect thereof, the enforceabilty thereof in accordance with their respective terms and the requisite issuance of all orders, approvals, authorizations and consents of any court or administrative or governmental body with respect to the First Mortgage Bonds. Thomas Thornberry, County Attorney of the Issuer, has delivered an opinion of even date herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and the Indenture. We express no opinion as to the title to, the description of, or the existence of any liens, charges or encumbrances on the Project or the Station. RJScott:DBRohbock:jgl ~~~~ C-6-4 ApPENDIX D.l PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CARBON BONDS (LEITRHEAD OF CHAPMAN AN CUTLER LLP) (DATED THE CLOSING DATE) The Bank of New York Mellon, Trust Company, N.A., as successor Trustee 2 North LaSalle Street, Suite 1020 Chicago, Ilinois 60602 PacifiCorp 825 N.E. Multnomah Street, Suite 1900 Portland, Oregon 97232-4116 Carbon County, Utah 120 East Main Street Price, Utah 84510 Ambac Assurance Corporation One State Street Plaza, 19th Floor New York, New York 10004 JPMorgan Chase Bank, N.A. as Agent Ban 270 Park A venue, 4th Floor New York, New York 10017 Morgan Stanley & Co. Incorporated 1221 Avenue of the Americas, 30th Floor New York, New York 10020 Re:$9,365,000 Carbon County, Utah Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Bonds") Ladies and Gentlemen: This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of that certain the Trust Indenture, dated as of November 1, 1994 (the "Original Indenture"), between Carbon County, Utah (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); (b) Section 1.4 of that certain Release Agreement, dated the date hereof (the "Release Agreement"), by and among the Issuer, the Trustee, PacifiCorp (the "Company") and Ambac Assurance Corporation ("Ambac") and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date hereof, payment of principal of and interest on the Bonds was secured by a municipal bond insurance policy issued by Ambac (the "Insurance Policy") and the purchase price of the Bonds 0-1-1 is currently secured by that certain Standby Bond Purchase Agreement, dated Februar 22, 2006 (the "Standby Purchase Agreement"), by and among the Company, the banks pary thereto and JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A. (the "Bank") for the benefit of the Trustee, and to make certain other permitted changes in connection therewith to the Original Indenture and the Loan Agreement, dated as of November 1, 1994 (the "Original Loan Agreement"), between the Issuer and the Company, (a) the Company, pursuant to Section 12,02 of the Original Indenture, has requested the Issuer and the Trustee to enter into the First Supplemental Trust Indenture, dated as of October I, 2008 (the "First Supplemental Indenture"), in order to amend and restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan Agreement, dated as of October I, 2008 (the "First Supplemental Loan Agreement"), to amend and restate the Original Loan Agreement. It has been represented to us that the Owners of all of the Bonds have consented to the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement. We have examined the law and such documents and matters as we have deemed necessary to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Indenture and related documents, and upon representations, including regarding the consent of the Owners, made to us without undertaking to verify the same by independent investigation. The terms used herein denoted by initial capitals and not otherwise defined shall have the meanings specified in the Indenture. Based upon the foregoing and as of the date hereof, we are of the opinion that: I. The form of the restated bond prescribed in the First Supplemental Indenture (the "Restated Bonds") satisfies the requirements of the Act and the Original Indenture and the authentication of the Restated Bonds wil not adversely affect the Tax- Exempt status of the Bonds. 2. The First Supplemental Indenture is authorized or permitted by the Original Indenture and the Act and complies with their respective terms. 3. The modification, alteration, amendment and supplement of the Original Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted by the Original Loan Agreement or the Original Indenture and the Act and complies with their respective terms. 4. The First Supplemental Indenture and the First Supplemental Loan Agreement wil, upon execution and delivery thereof, be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankrptcy, insolvency, 0-1-2 reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equitable principals in the event equitable remedies should be sought. 5. The execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement wil not adversely affect the Tax-Exempt status of the Bonds. 6. The release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not, in and of itself, adversely affect the Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence, we have not been request to express, and do not express, any opinion with respect to such release or the Release Agreement. In rendering this opinion, we have assumed, with your permission, that the release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not result in the Issuer's capacity to meet the payment obligations on the Bonds changing from being adequate to primarily speculative. At the time of the issuance of the Bonds, we rendered our approving opinion relating to, among other things, the validity of the Bonds and the exclusion from federal income taxation of interest on the Bonds. We have not been requested, nor have we undertaken, to make an independent investigation to confirm that the Company and the Issuer have complied with the provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other documents relating to the Bonds, or to review any other events that may have occurred since we rendered such approving opinion other than with respect to the Company in connection with the conversion of the interest rate on the Bonds and the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement and the release of the Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except as described above. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In rendering this opinion as Bond Counsel, we are passing only upon those matters set forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds. Respectfully submitted, D-1-3 (This Page Intentionally Left Blan) ApPENDIX D.2 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CONVRSE BONDS (LETTERHEAD OF CHAPMAN AN CUTLER LLP) (DATED THE CLOSING DATE) The Bank of New York Mellon, Trust Company, N.A., as successor Trustee 2 North LaSalle Street, Suite 1020 Chicago, Ilinois 60602 PacifiCorp 825 N.B. Multnomah Street, Suite 1900 Portland, Oregon 97232-4116 Converse County, Wyoming 107 North 5th Street Douglas, Wyoming 82633 Ambac Assurance Corporation One State Street Plaza, 19th Floor New York, New York 10004 JPMorgan Chase Bank, N.A., as Agent Bank 270 Park A venue, 4th Floor New York, New York 10017 Banc of America Securities LLC One Bryant Park, 11 th Floor New York, New York 10036 Re:$8,190,000 Converse County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Bonds") Ladies and Gentlemen: This opinion is being furnished in accordance with (a) Sections 12,02(c)(ii) and 12.06 of that certain the Trust Indenture, dated as of November 1, 1994 (the "Original Indenture"), between Converse County, Wyoming (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); (b) Section 1.4 of that certain Release Agreement, dated the date hereof (the "Release Agreement"), by and among the Issuer, the Trustee, PacifiCorp (the "Company") and Ambac Assurance Corporation ("Ambac") and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between the Company and Banc of America Securities LLC, as remarketing agent. Prior to the date hereof, payment of principal of and interest on the Bonds was secured by a municipal bond insurance policy issued by Ambac (the "Insurance Policy") and the purchase price of the Bonds 0-2-1 is currently secured by that certain Standby Bond Purchase Agreement, dated Februar 22, 2006 (the "Standby Purchase Agreement"), by and among the Company, the banks party thereto and JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A. (the "Bank") for the benefit of the Trustee, and to make certain other permitted changes in connection therewith to the Original Indenture and the Loan Agreement, dated as of November 1, 1994 (the "Original Loan Agreement"), between the Issuer and the Company, (a) the Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the "First Supplemental Indenture"), in order to amend and restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan Agreement, dated as of October 1, 2008 (the "First Supplemental Loan Agreement"), to amend and restate the Original Loan Agreement. It has been represented to us that the Owners of all of the Bonds have consented to the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement. We have examined the law and such documents and matters as we have deemed necessary to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Indenture and related documents, and upon representations, including regarding the consent of the Owners, made to us without undertaking to verify the same by independent investigation. The terms used herein denoted by initial capitals and not otherwise defined shall have the meanings specified in the Indenture. Based upon the foregoing and as of the date hereof, we are of the opinion that: 1. The form of the restated bond prescribed in the First Supplemental Indenture (the "Restated Bonds") satisfies the requirements of the Act and the Original Indenture and the authentication of the Restated Bonds wil not adversely affect the Tax- Exempt status of the Bonds. 2. The First Supplemental Indenture is authorized or permitted by the Original Indenture and the Act and complies with their respective terms. 3. The modification, alteration, amendment and supplement of the Original Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted by the Original Loan Agreement or the Original Indenture and the Act and complies with their respective terms. 4. The First Supplemental Indenture and the First Supplemental Loan Agreement wil, upon execution and delivery thereof, be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, D-2-2 reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equitable principals in the event equitable remedies should be sought. 5. The execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement wil not adversely affect the Tax-Exempt status of the Bonds. 6. The release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not, in and of itself, adversely affect the Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence, we have not been request to express, and do not express, any opinion with respect to such release or the Release Agreement. In rendering this opinion, we have assumed, with your permission, that the release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not result in the Issuer's capacity to meet the payment obligations on the Bonds changing from being adequate to primarily speculative. At the time of the issuance of the Bonds, we rendered our approving opinion relating to, among other things, the validity of the Bonds and the exclusion from federal income taxation of interest on the Bonds. We have not been requested, nor have we undertaken, to make an independent investigation to confirm that the Company and the Issuer have complied with the provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other documents relating to the Bonds, or to review any other events that may have occurred since we rendered such approving opinion other than with respect to the Company in connection with the conversion of the interest rate on the Bonds and the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement and the release of the Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except as described above. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In rendering this opinion as Bond Counsel, we are passing only upon those matters set forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds, Respectfully submitted, D-2-3 (Ths Page Intentionally Left Blank) ApPENDIX D.3 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR EMERY BONDS (LETIERHEAD OF CHAPMAN AN CUTLER LLP) (DATED THE CLOSING DATE) The Bank of New York Mellon, Trust Company, N.A., as successor Trustee 2 North LaSalle Street, Suite 1020 Chicago, Ilinois 60602 PacifiCorp 825 N.E. Multnomah Street, Suite 1900 Portland, Oregon 97232-4116 Emery County, Utah 75 East Main Street Castle Dale, Utah 84513 Ambac Assurance Corporation One State Street Plaza, 19th Floor New York, New York 10004 The Bank of Nova Scotia, New York Agency, as Agent Ban 1 Liberty Plaza New York, New York 10006 Wells Fargo Brokerage Services, LLC MAC N9303-105 608 Second Avenue South Minneapolis, Minnesota 55479 Re:$121,940,000 Emery County, Utah Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Bonds") Ladies and Gentlemen: This opinion is being furnished in accordance with (a) Sections 12,02(c)(ii) and 12.06 of that certain the Trust Indenture, dated as of November 1, 1994 (the "Original Indenture"), between Emery County, Utah (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee "); (b) Section 1.4 of that certain Release Agreement, dated the date hereof (the "Release Agreement"), by and among the Issuer, the Trustee, PacifiCorp (the "Company") and Ambac Assurance Corporation ("Ambac") and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between the Company and Wells Fargo Brokerage Services, LLC, as remarketing agent. Pror to the date hereof, payment of principal of and interest on the Bonds was secured by a municipal bond insurance policy issued by Ambac (the "Insurance Policy") and the purchase price of the Bonds D-3-1 is currently secured by that certain Standby Bond Purchase Agreement, dated May 3, 2006 (the "Standby Purchase Agreement"), by and among the Company, the banks pary thereto and The Bank of Nova Scotia, New York Agency, as agent bank. In order to replace the Insurance Policy and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A. (the "Bank") for the benefit of the Trustee, and to make certain other permitted changes in connection therewith to the Original Indenture and the Loan Agreement, dated as of November I, 1994 (the "Original Loan Agreement"), between the Issuer and the Company, (a) the Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the Trustee to enter into the First Supplemental Trust Indenture, dated as of October i, 2008 (the "First Supplemental Indenture"), in order to amend and restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan Agreement, dated as of October 1, 2008 (the "First Supplemental Loan Agreement"), to amend and restate the Original Loan Agreement. It has been represented to us that the Owners of all of the Bonds have consented to the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement. We have examined the law and such documents and matters as we have deemed necessary to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Indenture and related documents, and upon representations, including regarding the consent of the Owners, made to us without undertaking to verify the same by independent investigation. The terms used herein denoted by initial capitals and not otherwise defined shall have the meanings specified in the Indenture. Based upon the foregoing and as of the date hereof, we are of the opinion that: 1. The form of the restated bond prescribed in the First Supplemental Indenture (the "Restated Bonds") satisfies the requirements of the Act and the Original Indenture and the authentication of the Restated Bonds wil not adversely affect the Tax- Exempt status of the Bonds. 2. The First Supplemental Indenture is authorized or permitted by the Original Indenture and the Act and complies with their respective terms. 3. The modification, alteration, amendment and supplement of the Original Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted by the Original Loan Agreement or the Original Indenture and the Act and complies with their respective terms. 4. The First Supplemental Indenture and the First Supplemental Loan Agreement wil, upon execution and delivery thereof, be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, D-3-2 reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equitable principals in the event equitable remedies should be sought. 5. The execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement wil not adversely affect the Tax-Exempt status of the Bonds. 6. The release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not, in and of itself, adversely affect the Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence, we have not been request to express, and do not express, any opinion with respect to such release or the Release Agreement. In rendering this opinion, we have assumed, with your permission, that the release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not result in the Issuer's capacity to meet the payment obligations on the Bonds changing from being adequate to primarily speculative. At the time of the issuance of the Bonds, we rendered our approving opinion relating to, among other things, the validity of the Bonds and the exclusion from federal income taxation of interest on the Bonds. We have not been requested, nor have we undertaken, to make an independent investigation to confirm that the Company and the Issuer have complied with the provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other documents relating to the Bonds, or to review any other events that may have occurred since we rendered such approving opinion other than with respect to the Company in connection with the conversion of the interest rate on the Bonds and the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement and the release of the Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except as described above. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In rendering this opinion as Bond Counsel, we are passing only upon those matters set forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds. Respectfully submitted, D-3-3 (Ths Page Intentionally Left Blank) ApPENDIX D.4 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR LINCOLN BONDS (LETIRHEAD OF CHAPMAN AN CUTLER LLP) (DATED THE CLOSING DATE) The Bank of New York Mellon, Trust Company, N.A., as successor Trustee 2 North LaSalle Street, Suite 1020 Chicago, Ilinois 60602 PacifiCorp 825 N.B. Multnomah Street, Suite 1900 Portland, Oregon 97232-4116 Lincoln County, Wyoming 925 Sage, Suite 302 Kemmerer, Wyoming 83101 Ambac Assurance Corporation One State Street Plaza, 19th Floor New York, New York 10004 JPMorgan Chase Bank, N.A., as Agent Bank 270 Park A venue, 4th Floor New York, New York 10017 Banc of America Securities LLC One Bryant Park, 11 th Floor New York, New York 10036 Re:$15,060,000 Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Bonds") Ladies and Gentlemen: This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of that certain the Trust Indenture, dated as of November 1, 1994 (the "Original Indenture"), between Lincoln County, Wyoming (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee "); (b) Section 1.4 of that certain Release Agreement, dated the date hereof (the "Release Agreement"), by and among the Issuer, the Trustee, PacifiCorp (the "Company") and Ambac Assurance Corporation ("Ambac") and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between the Company and Banc of America Securities LLC, as remarketing agent. Prior to the date hereof, payment of principal of and interest on the Bonds was secured by a municipal bond insurance policy issued by Ambac (the "Insurance Policy") and the purchase price of the Bonds D-4-1 is currently secured by that certain Standby Bond Purchase Agreement, dated Februar 22, 2006 (the "Standby Purchase Agreement"), by and among the Company, the banks pary thereto and JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A. (the "Bank") for the benefit of the Trustee, and to make certain other permitted changes in connection therewith to the Original Indenture and the Loan Agreement, dated as of November 1, 1994 (the "Original Loan Agreement"), between the Issuer and the Company, (a) the Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the "First Supplemental Indenture"), in order to amend and restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12,06 of the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan Agreement, dated as of October 1, 2008 (the "First Supplemental Loan Agreement"), to amend and restate the Original Loan Agreement. It has been represented to us that the Owners of all of the Bonds have consented to the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement. We have examined the law and such documents and matters as we have deemed necessary to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Indenture and related documents, and upon representations, including regarding the consent of the Owners, made to us without undertaking to verify the same by independent investigation. The terms used herein denoted by initial capitals and not otherwise defined shall have the meanings specified in the Indenture. Based upon the foregoing and as of the date hereof, we are of the opinion that: 1. The form of the restated bond prescribed in the First Supplemental Indenture (the "Restated Bonds") satisfies the requirements of the Act and the Original Indenture and the authentication of the Restated Bonds wil not adversely affect the Tax- Exempt status of the Bonds. 2. The First Supplemental Indenture is authorized or permitted by the Original Indenture and the Act and complies with their respective terms. 3. The modification, alteration, amendment and supplement of the Original Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted by the Original Loan Agreement or the Original Indenture and the Act and complies with their respective terms. 4. The First Supplemental Indenture and the First Supplemental Loan Agreement wil, upon execution and delivery thereof, be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankrptcy, insolvency, D-4-2 reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equitable principals in the event equitable remedies should be sought. 5, The execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement wil not adversely affect the Tax-Exempt status of the Bonds, 6. The release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not, in and of itself, adversely affect the Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence, we have not been request to express, and do not express, any opinion with respect to such release or the Release Agreement. In rendering this opinion, we have assumed, with your permission, that the release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not result in the Issuer's capacity to meet the payment obligations on the Bonds changing from being adequate to primarily speculative. At the time of the issuance of the Bonds, we rendered our approving opinion relating to, among other things, the validity of the Bonds and the exclusion from federal income taxation of interest on the Bonds. We have not been requested, nor have we undertaken, to make an independent investigation to confirm that the Company and the Issuer have complied with the provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other documents relating to the Bonds, or to review any other events that may have occurred since we rendered such approving opinion other than with respect to the Company in connection with the conversion of the interest rate on the Bonds and the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement and the release of the Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except as described above. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In rendering this opinion as Bond Counsel, we are passing only upon those matters set forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds. Respectfully submitted, D-4-3 (This Page Intentionally Left Blan) ApPENDIX D.5 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR MOFFAT BONDS (LETTERHEAD OF CHAPMAN AND CUTLER LLP) (DATED TIE CLOSING DATE) The Bank of New York Mellon, Trust Company, N.A., as successor Trustee 2 North LaSalle Street, Suite 1020 Chicago, Ilinois 60602 PacifiCorp 825 N.E, Multnomah Street, Suite 1900 Portland, Oregon 97232-4116 Moffat County, Colorado 221 West Victory Way, Suite 120 Craig, Colorado 81625 Ambac Assurance Corporation One State Street Plaza, 19th Floor New York, New York 10004 JPMorgan Chase Bank, N.A., as Agent Bank 270 Park A venue, 4th Floor New York, New York 10017 Morgan Stanley & Co, Incorporated 1221 Avenue of the Americas, 30th Floor New York, New York 10020 Re:$40,655,000 Moffat County, Colorado Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Bonds") Ladies and Gentlemen: This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of that certain the Trust Indenture, dated as of November 1, 1994 (the "Original Indenture "), between Moffat County, Colorado (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); (b) Section 1.4 of that certain Release Agreement, dated the date hereof (the "Release Agreement"), by and among the Issuer, the Trustee, PacifiCorp (the "Company") and Ambac Assurance Corporation ("Ambac") and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between the Company and Morgan Stanley & Co, Incorporated, as remarketing agent. Prior to the date hereof, payment of principal of and interest on the Bonds was secured by a municipal bond insurance policy issued by Ambac (the "Insurance Policy") and the purchase price of the Bonds 2525101.01.02.doc 870 1005/RDB/CJ/mo 0-5-1 is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006 (the "Standby Purchase Agreement"), by and among the Company, the banks party thereto and JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A. (the "Bank") for the benefit of the Trustee, and to make certain other permitted changes in connection therewith to the Original Indenture and the Loan Agreement, dated as of November 1, 1994 (the "Original Loan Agreement"), between the Issuer and the Company, (a) the Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the "First Supplemental Indenture"), in order to amend and restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan Agreement, dated as of October 1, 2008 (the "First Supplemental Loan Agreement"), to amend and restate the Original Loan Agreement. It has been represented to us that the Owners of all of the Bonds have consented to the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement. We have examined the law and such documents and matters as we have deemed necessary to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Indenture and related documents, and upon representations, including regarding the consent of the Owners, made to us without undertaking to verify the same by independent investigation, The terms used herein denoted by initial capitals and not otherwise defined shall have the meanings specified in the Indenture. Based upon the foregoing and as of the date hereof, we are of the opinion that: 1. The form of the restated bond prescribed in the First Supplemental Indenture (the "Restated Bonds") satisfies the requirements of the Act and the Original Indenture and the authentication of the Restated Bonds wil not adversely affect the Tax- Exempt status of the Bonds. 2. The First Supplemental Indenture is authorized or permitted by the Original Indenture and the Act and complies with their respective terms. 3. The modification, alteration, amendment and supplement of the Original Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted by the Original Loan Agreement or the Original Indenture and the Act and complies with their respective terms. 4. The First Supplemental Indenture and the First Supplemental Loan Agreement wil, upon execution and delivery thereof, be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, D-5-2 reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equitable principals in the event equitable remedies should be sought. 5. The execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement wil not adversely affect the Tax-Exempt status of the Bonds. 6. The release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not, in and of itself, adversely affect the Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence, we have not been request to express, and do not express, any opinion with respect to such release or the Release Agreement. In rendering this opinion, we have assumed, with your permission, that the release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not result in the Issuer's capacity to meet the payment obligations on the Bonds changing from being adequate to primarily speculative, At the time of the issuance of the Bonds, we rendered our approving opinion relating to, among other things, the validity of the Bonds and the exclusion from federal income taxation of interest on the Bonds. We have not been requested, nor have we undertaken, to make an independent investigation to confirm that the Company and the Issuer have complied with the provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other documents relating to the Bonds, or to review any other events that may have occurred since we rendered such approving opinion other than with respect to the Company in connection with the conversion of the interest rate on the Bonds and the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement and the release of the Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except as described above. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In rendering this opinion as Bond Counsel, we are passing only upon those matters set forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds. Respectfully submitted, 0-5-3 (This Page Intentionally Left Blan) ApPENDIX D-6 PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR SWEETWATER BONDS (LETIRHEAD OF CHAPMAN AN CUTLER LLP) (OA TED THE CLOSING OA TE) The Bank of New York Mellon, Trust Company, N.A., as successor Trustee 2 North LaSalle Street, Suite 1020 Chicago, Ilinois 60602 PacifiCorp 825 N.E. Multnomah Street, Suite 1900 Portland, Oregon 97232-4116 Sweetwater County, Wyoming 80 West Flaming Gorge Way Green River, Wyoming 82935 Ambac Assurance Corporation One State Street Plaza, 19th Floor New York, New York 10004 JPMorgan Chase Bank, N.A., as Agent Bank 270 Park Avenue, 4th Floor New York, New York 10017 Morgan Stanley & Co. Incorporated 1221 Avenue ofthe Americas, 30th Floor New York, New York 10020 Re:$21,260,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Bonds") Ladies and Gentlemen: This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of that certain the Trust Indenture, dated as of November 1, 1994 (the "Original Indenture"), between Sweetwater County, Wyoming (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); (b) Section 1.4 of that certain Release Agreement, dated the date hereof (the "Release Agreement"), by and among the Issuer, the Trustee, PacifiCorp (the "Company") and Ambac Assurance Corporation ("Ambac") and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date hereof, payment of principal of and interest on the Bonds was secured by a municipal bond insurance policy issued by Ambac (the "Insurance Policy") and the purchase price of the Bonds 0-6-1 is currently secured by that certain Standby Bond Purchase Agreement, dated Februar 22, 2006 (the "Standby Purchase Agreement"), by and among the Company, the banks pary thereto and IPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A. (the "Bank") for the benefit of the Trustee, and to make certain other permitted changes in connection therewith to the Original Indenture and the Loan Agreement, dated as of November 1, 1994 (the "Original Loan Agreement"), between the Issuer and the Company, (a) the Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the "First Supplemental Indenture"), in order to amend and restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan Agreement, dated as of October 1, 2008 (the "First Supplemental Loan Agreement"), to amend and restate the Original Loan Agreement. It has been represented to us that the Owners of all of the Bonds have consented to the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement. We have examined the law and such documents and matters as we have deemed necessary to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Indenture and related documents, and upon representations, including regarding the consent of the Owners, made to us without undertaking to verify the same by independent investigation. The terms used herein denoted by initial capitals and not otherwise defined shall have the meanings specified in the Indenture. Based upon the foregoing and as of the date hereof, we are of the opinion that: 1. The form of the restated bond prescribed in the First Supplemental Indenture (the "Restated Bonds") satisfies the requirements of the Act and the Original Indenture and the authentication of the Restated Bonds wil not adversely affect the Tax- Exempt status of the Bonds, 2. The First Supplemental Indenture is authorized or permitted by the Original Indenture and the Act and complies with their respective terms. 3. The modification, alteration, amendment and supplement of the Original Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted by the Original Loan Agreement or the Original Indenture and the Act and complies with their respective terms. 4, The First Supplemental Indenture and the First Supplemental Loan Agreement wil, upon execution and delivery thereof, be valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency, D-6-2 reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equitable principals in the event equitable remedies should be sought. 5. The execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement wil not adversely affect the Tax-Exempt status of the Bonds. 6. The release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not, in and of itself, adversely affect the Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence, we have not been request to express, and do not express, any opinion with respect to such release or the Release Agreement. In rendering this opinion, we have assumed, with your permission, that the release of Ambac from its obligations under the Insurance Policy to pay principal of and interest on the Bonds wil not result in the Issuer's capacity to meet the payment obligations on the Bonds changing from being adequate to primarily speculative. At the time of the issuance of the Bonds, we rendered our approving opinion relating to, among other things, the validity of the Bonds and the exclusion from federal income taxation of interest on the Bonds. We have not been requested, nor have we undertaken, to make an independent investigation to confirm that the Company and the Issuer have complied with the provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other documents relating to the Bonds, or to review any other events that may have occurred since we rendered such approving opinion other than with respect to the Company in connection with the conversion of the interest rate on the Bonds and the execution and delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement and the release of the Insurance Policy, Accordingly, we do not express any opinion with respect to the Bonds, except as described above. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In rendering this opinion as Bond Counsel, we are passing only upon those matters set forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds. Respectfully submitted, 0-6-3 (This Page Intentionally Left Blan) ApPENDIXE FORM OF LETTER OF CREDIT IRRVOCABLE LETTER OF CREDIT November 19,2008 Letter of Credit No. The Bank of New York Mellon Trust Company, N.A. 2 North LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Global Corporate Trust Ladies and Gentlemen: We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds under the Indenture described below, at the request and for the account of PacifiCorp, an Oregon corporation, our irrevocable letter of credit in the amount of U.S. $ ( Dollars) in connection with the Bonds (as defined below) available with ourselves by sight payment against presentation of one or more signed and dated demands addressed by you to Wells Fargo Bank, National Association, Letter of Credit Operations Offce, San Francisco, California, each in the form of Annex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drawing"), or Annex D (a "D Drawing") hereto, with all instructions in brackets therein being complied with. Each such demand must be presented to us in its original form at the Presentation Offce (as hereinafter defined) or by facsimile transmission of such original form to us at (415) 296-8905. Each such presentation must be made at or before 5 :00 p.m. San Francisco time on a Business Day (as hereinafter defined) to our Letter of Credit Operations Offce in San Francisco, California, presently located at One Front Street, 21st Floor, San Francisco, California 94111, (the "Presentation Offce"). This Letter of Credit expires at our Letter of Credit Operations Offce in San Francisco, California on November 19, 2009, but shall be automatically extended, without written amendment to, and shall expire on, November 19, 2010 unless on or before October 20,2009, you have received written notice from us sent by express courier or registered mail to your address above or by facsimile transmission to (312) 827-8542 (the "Fax Number"), that we elect not to extend this Letter of Credit beyond November 19,2009. (The date on which this Letter of Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the first (1st) succeeding Business Day thereafter, wil be hereinafter referred to as the "Expiration Date".) To be effective, the notice from us described in the first sentence of this paragraph must be received by you on or before October 20,2009. As used herein the term "Business Day" shall mean a day on which our San Francisco Letter of Credit Operations Offce is open for business. E-l The amount of any demand presented hereunder wil be the amount inserted in numbered Paragraph 4 of said demand. By honoring any such demand we make no representation as to the correctness of the amount demanded. We hereby agree with you that each demand presented hereunder in full compliance with the terms hereof wil be duly honored by our payment to you of the amount of such demand, in immediately available funds of Wells Fargo Bank, National Association: (i) not later than i 0:00 a,m" San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before noon, San Francisco time, or (ii) not later than i 0:00 a.m., San Francisco time, on the second Business Day following the Business Day on which such demand is presented to us as aforesaid, if such presentation is made to us after noon, San Francisco time. Notwithstanding the foregoing, any demand presented hereunder, in full compliance with the terms hereof, for a C Drawing wil be duly honored (i) not later than I i :30 a.m., San Francisco time, on the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than i i :00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San Francisco time. If the remittance instructions included with any demand presented under this Letter of Credit require that payment is to be made by transfer to an account with us or with another bank, we and/or such other bank may rely solely on the account number specified in such instructions even if the account is in the name of a person or entity different from the intended payee. With respect to any demand that is honored hereunder, the total amount of this Letter of Credit shall be reduced as follows: (A) With respect to each A Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the amount of such A Drawing with respect to all demands presented to us after the time we receive such A Drawing; provided, however, that the amount of such A Drawing shall be automatically reinstated on the eighth (8th) Business Day following the date such A Drawing is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express courier or registered mail or by facsimile transmission to the Fax Number, no later than seven (7) Business Days after such A Drawing is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; (B) With respect to each B Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the sum of (1) the amount inserted as principal in paragraph 5(A) of the applicable demand plus (2) the greater of (a) the amount inserted as interest in paragraph 5(B) of the applicable demand and (b) interest on the amount inserted as principal in paragraph 5(A) of the applicable demand E-2 calculated for 48 days at the rate of twelve percent (12%) per annum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest whole cent) with respect to all demands presented to us after the time we receive such B Drawing and shall not be reinstated; (C) With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demands presented to us after the time we receive such C Drawing by the sum of (1) the amount inserted as principal in paragraph 5(A) of the C Drawing plus (2) the greater of (a) the amount inserted as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount inserted as principal in paragraph 5(A) of the C Drawing calculated for 48 days at the rate of twelve percent (12%) per annum based on a year of365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the Bonds (as defined below) related to such C Drawing are remarketed and the remarketing proceeds are paid to us prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the same number of days, at the same interest rate, and on the basis of a year of the same number of days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cent being rounded upward to the nearest whole cent), with such reinstatement and its amount being promptly advised to you; provided, however, that in no event wil the total amount of all C Drawing reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this paragraph (C). Upon presentation to us of a D Drawing in compliance with the terms of this Letter of Credit, no fuher demand whatsoever may be presented hereunder. No more than one A Drawing which we honor shall be presented to us during any consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for an amount more than U.S, $ It is a condition of this Letter of Credit that the amount available for drawing under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authorization in the form of Annex E to this Letter of Credit (with all instructions therein in brackets being complied with) sent to us at the Presentation Offce as a signed and dated original form or sent to us as an authenticated SWIFT message at the SWIFT Address. This Letter of Credit is subject to, and engages us in accordance with the terms of, the Uniform Customs and Practice for Documentary Credits (2007 Revision), Publication No. 600 of the International Chamber of Commerce (the "UCP"); provided, however, that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of the UCP wil not be applicable to this Letter of Credit, and provided further that Article 32, the second sentence of Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit. Furthermore, as provided in the first sentence of Aricle 36 of the UCP, we assume no liability or responsibilty for consequences arising out of the interrption of our business by Acts of God, E-3 riots, civil commotions, insurrections, wars, acts of terrorism, or by any strikes or lockouts, or any other causes beyond our control. Matters related to this Letter of Credit which are not covered by the UCP wil be governed by the laws of the State of California, including, without limitation, the Uniform Commercial Code as in effect in the State of California, except to the extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit. This Letter of Credit is transferable and may be transferred more than once, but in each case only in the amount of the full unutilized balance hereof to any single transferee who you shall have advised us pursuant to Annex F has succeeded The Bank of New York Mellon Trust Company, N.A. or a successor trstee as Trustee under the Trust Indentue dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indentue dated as of October 1, 2008, as further amended or supplemented from time to time (the "Indenture") between County, (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which U.S. $ in aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the "Bonds") were issued. Transfers may be effected without charge to the transferor and only through ourselves and only upon presentation to us at the Presentation Offce of a duly executed instrument of transfer in the form attached hereto as Annex F. Any transfer of this Letter of Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of presentation of demands from our Letter of Credit Operations Offce in San Francisco, California. All payments hereunder shall be made from our own fuds. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein (including, without limitation, the Bonds and the Indenture), except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter of Credit; and any such reference shall not be deemed to incorporate herein by reference any document, instrment or agreement except the UCP. WELLS FARGO BANK, NATIONAL ASSOCIATION By: Authorized Signature Letter of Credit Operations Offce Telephone No,: 1-800-798-2815 Facsimile No.: (415) 296-8905 E-4 Annex A to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENT A TION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKIG A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE INDENTURE), OF UNPAID INTEREST ON THE BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT). (5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENT A TION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (6) IF THIS DEMAND IS RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY, IF E-5 THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DA Y FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) E-6 Annex B to Wells Fargo Bank, National Association Irrevocable Letter of Credit No, WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRRVOCABLE LETTER OF CREDIT NO. (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (l) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE PRICIPAL AMOUNT OF, AND THE UNPAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURRNTLY OUTSTANDING. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENT A TION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH E-7 CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE' DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENT A TION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY, IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENT A TION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M" SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) E-8 Annex C to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTA TION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE. (3) THE AMOUNT OF THIS DEMAND FOR PA YMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT is $(INSERT AMOUNT WHICH is THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $(lNSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF INTEREST DUE ON THE BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH E-9 CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENT A TION OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS DA y. IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :00 A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) E-lO Annex D to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRRVOCABLE LETTER OF CREDIT NO. (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENT A TION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKIG A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE TOTAL UNPAID PRICIPAL OF, AND UNPAID INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET FORTH IN PARAGRAPH 5, BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID PRICIPAL OF THE OUTSTANDING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENT A TION E-ll OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) E-12 Anex E to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. WELLS FARGO BANK, NATIONAL ASSOCIATION. LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 941 i i FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER LETTER OF CREDIT REDUCTION AUTHORIZATION (INSERT NAME OF BENEFICIARY), WITH REFERENCE TO LETTER OF CREDIT NO. ____ ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIA TION (THE "BANK"), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING UNDER THE LETTER OF CREDIT BY $(INSERT AMOUNT). (FOR SIGNED REDUCTION AUTHORIZATIONS ONLY) (INSERT NAME OF BENEFICIARY) By: (INSERT SIGNATURE) TITLE: (INSERT TITLE) DATE: (INSERT DATE) SIGNATURE GUARANTEED BY (INSERT NAME OF BANK) By: (INSERT NAME AND TITLE) E-13 Annex F to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. WELLS FARGO BANK, NATIONAL ASSOCIA nON LETTER OF CREDIT OPERA nONS OFFICE One Front Street, 21 st Floor, San Francisco, California, 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT DATE) Subject: Your Letter of Credit No. Ladies and Gentlemen: For value received, we hereby irrevocably assign and transfer all of our rights under the above-captioned Letter of Credit, as heretofore and hereafter amended, ex.tended, increased or reduced to: (Name of Transferee) (Address of Transferee) By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent or notice to us. The original Letter of Credit is returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred. You are hereby advised that the transferee named above has succeeded The Bank of New York Mellon Trust Company, N.A., or a successor trustee, as Trustee under the Trust Indenture dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1, 2008, as further amended or supplemented from time to time (the "Indenture") between County, (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which U. S. $ in aggregate principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Series 1994 (the "Bonds") were issued. E-14 Very trly yours, (Insert Name of Transferor) By: (Insert Name and Title) TRANSFEROR'S SIGNATURE GUARANTEED By: (Bank Name) By: (Insert Name and Title) By its signature below, the undersigned transferee acknowledges that it has dulysucceeded or a successor trustee as Trustee under the Indenture. (Insert Name of Transferee) By: (Insert Name and Title) E-15 (Ths Page Intentionally Left Blan) (This Page Intentionally Left Blan) (This Page Intentionally Left Blan) ~ ~õz,. (:z ~ ~ ~--~ ~ti ~ ~ Z G' = §(I.-" ;;o "" (= ~ ;: ~ ~'- 00~ e:~(I..==.i .~~.. Prin1ed on RecYled Paper IMAGEMASTER 800,.:52.5152 LETTER OF CREDIT AGREEMENT dated November 19,2008 by and among PACIFICORP, as the "Borrower" and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the "Issuing Ban" $9,365,000 Carbon County, Utah Pollution Control Revenue Refunding Bonds, Seres 1994 (PacifiCorp Project) 0294 1-0273/LEGALI 4939545. I ARTICLE I Section 1.01 Section 1.02 ARTICLE II Table of Contents Page DEFINITIONS..".,.....,. ".,.. ,." .....,. ,......,. ..,.,' ......," ,. ......"......,., .......... ....,.. ....... i Certain Defined Tens................................................................."...... i Relation to Other Documents........................................ ....................... 3 AMOUNT AND TERMS OF THE LETTER OF CREDIT............................ 3 Section 2.01 The Letter of Credit .............................................................................3 Section 2.02 Ten...............,."..,....".......................,.......,.........................."......,...... 3 Section 2.03 Fees ................".,.......,..............,',.........,...."...................................",.,.3 Section 2.04 Credit Agreement.....................,.........,......,.......,....................,.............4 Section 2.05 Extension of the Expiration Date......................................................... 5 ARTICLE II CONDITIONS OF ISSUANCE ...................................................................... 5 Section 3.01 Section 3,02 ARTICLE iv Section 4,01 Section 4,02 Section 4,03 Section 4.04 Section 4.05 Section 4.06 Section 4.07 Section 4.08 Section 4.09 Section 4.10 Section 4.11 Section 4,12 Section 4.13 Section 4.14 Section 4.15 Section 4.16 Conditions Precedent to Issuance of the Letter of Credit .................... 5 Additional Conditions Precedent to Issuance of the Letter of Credit......,' ,....' "., ,.".,......., ...,............., ,......".. ......,' ,......, ..,..........,',. ,..... 6 MISCELLANEOUS ...............,........,................................,.......,................,.....7 Amendments, Etc...."......... ..................................... ....... .... .................. 7 Notices, Etc.............".......,................................................................... 7 No Waiver; Remedies .......................................................................... 7 Indemnification..................,............,.........,."................,...................... 8 No Liabilty of the Issuing Ban.....................................,.................... 9 Costs, Expenses and Taxes ...... ............................................................ 9 Binding Effect.........".."...,',...,...,......."........,.......................,',.........,.,.9 Severability ...............,........,............................................................... 10 Govering Law ,..........................................................,...................... 10 OREGON STATE NOTICE.......................,.............,"",...,".,....,......10 Continuing Obligation .....".................................."............................ 10 Immediate Advance ...........,..,.... ............. ...... ........ .........,........ ........... 10 Drwing a Cerification.......... ................................. ..... ...................... 10 Facsimile Documents........"..............,................,................,.,........,... 10 Counterars..............,...,.,',...............,.........................,.,.....,.............. 1 i USA PATRIOT ACT NOTIFICATION .............................,............. 1 i EXHIBIT A FORM OF IRREVOCABLE LETTER OF CREDIT 0294 I -0273/LEGAL 14939545.1 LETTER OF CREDIT AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated November 19, 2008 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the hereinafter described Letter of Credit (the "Issuing Bank"). Certain terms used herein are defined in Aricle I of this Agreement. RECITALS: (1) (2) (3) the Bonds. The Borrower has entered into the Credit Agreement. The Issuer has heretofore issued the Bonds pursuant to the Indenture. The Issuer and the Borrower have entered into the Loan Agreement pertaining to (4) Under the Loan Agreement the Borrower has agreed to cause the Bonds to be secured by an irrevocable direct pay letter of credit. (5) In order to reduce interest costs on the Bonds, and to induce the purchase of the Bonds, the Borrower has requested that the Issuing Ban issue its irrevocable transferable letter of credit as described herein. (6) The Issuing Bank is wiling to issue the letter of credit in substantially the form attached hereto as Exhibit A on the ters set fort in the Credit Agreement as supplemented herein. NOW, THEREFORE, in consideration of the premses, including the benefits to be realized by Borrower as above descrbed, and in order to induce the Issuing Ban to issue the Letter of Credit, the paries hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Cerain Defined Terms. Unless otherise defined in this Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the meanings respectively indicated therein, As used in this Agreement, the following ters shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "A Drawing" means a drawing under the Letter of Credit pursuant to Annex A to the Letter of Credit. "Administrative Agent" means lPMorgan Chase Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement, and its successors in such capacity. 02941-u273/LEGALJ4939545. J "Available Amount" shall mean the total amount available to be drawn under the Leter of Credit, as the same may be reduced and reinstated from time to time in accrdance with the provisions of the Letter of Credit. "B Drawing" means a drawing under the Letter of Credit pursuant to Annex B to the Letter of Credit. "Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the Remarketing Agreement, (iv) the Release Agreement, (v) this Agreement and (vi) any other document executed by the Borrower in connection with the issuance, reofferng or sale of the Bonds. "Bonds" or "Bonds" shall mean Issuer's $9,365,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series i 994. "Business Day" has the meaing assigned thereto in the Letter of Credt. "C Drwing" means a drawing under the Letter of Credit pursuant to Annex C to the Letter of Credit. "Closing Date" shall mean November 19,2008. "Credit Agreement" means that certain Amended and Restated Credit Agreement dated as of July 6, 2006, among the Borrower, varous bans identified therein, the Administrative Agent and The Royal Ban of Scotland pIc, as Syndication Agent, as amended or supplemented from time to time, "D Drawing" means a drawing under the Letter of Credit pursuant to Annex D to the Letter of Credit. "Expiration Date" shall have the meaning assigned to such ter in the Letter of Credit. "Indenture" shall mean that cerain Trust Indentue dated as of November 1, 1994 between the Issuer and the Trustee, as amended, supplemented and restated through and including the date hereof. "Issuer" shall mea Camon County, Utah, and its lawfl successors and assigns. "Letter of Credit" meas the irrevocable diret pay letter of credit issued by the Issuing Bank to the Trustee to secure payment of the Bonds, substantially in the fonn of Exhbit A attched hereto, "Loan Agreement" shall mea the Loan Agreeent dated as of November i, i 994 beteen the Borrower and the Issuer, as amended, supplemented and restated though and including the date hereof. "Offcial Statement" means the Reoffering Circular dated November i 1, 2008 relating to the Bonds, together with the documents incorprated therein by reference. 02941-D273/LEGALl4939545.1 2 "Pledged Bonds" has the meaing assigned thereto in the Indentue, "Release Agreement" means the Releae Agreement dated as of November 19, 2008, by and among the Borrower, the Issuer, the Trustee, and Ambac Assurance Corporation, "Rematketing Agent" means the placement or remarketing agent at the time servng as such under the Remarketing Agreement and designated as the Remarketing Agent for purposes of the Indenture. The current Remarketing Agent is Morgan Stanley & Co, Incorprated. "Remarketing Agreement" meas the Remarketing Agreeent dated November 18, 2008 between the Borrower and the Remarketing Agent, as frm time to time amended or supplemented, or if such Remarketing Agreement shall be terminated, then such other agrent which may from time to time be entered into with any Remarketing Agent with respect to the remarketing or placement of the Bonds. "Trustee" mea The Ban of New York Mellon Trut Company, N.A., or any succor trtee under the Indentue. Section 1.02 Relation to Oter Documents. Nothing in this Agreement shall be deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement or any related document. To the extent any provision of this Agreement confHcts with any provision of the Credit Agreement or any other Related Document to which the Borrower and the Issuing Ban are parties, the provisions of this Agreement shall control as between the Borrower and the Issuing Ban. ARTICLE II AMOUNT AND TERMS OF THE LETTER OF CREDIT Section 2,01 The Letter of Credit. Subject to the ters and conditions of this Agreement, the Issuing Ban agrees to issue the Letter of Credit to the Trutee as beneficiar on the Closing Date. The Letter of Credit shall be in the original stated amount of $9,512,788 consisting of (i) $9,365,000 to pay principal of the Bonds, plus (ii) 48 days' interest on said principal amount computed at the rate of twelve percent (12%) per anum calculated on the basis ofa 365 day year and actual days elapsed, in the amount of$147,788. Section 2.02 Credit. Ter, The Letter of Credit wil expire as provided in the Letter of Section 2.03 Fees, The Borrower hereby agrees to pay to the Issuing Ban, the following non.refudable fees: (a) a letter of credit fronting fee calculated at the anual rate ofO, 125% on the total stated amount of the Letter of Credit and payable in arears on each "Quarerly Payment Date" (as defined in the Credit Agreement) beginnng on December 31, 2008 (with the initial such fee payment to be pro.rated to reflect that the Letter of Credit is being issued as of the date of this Agreement) and which shall otherise accrue and be 0294 l-D273/LEGALI 4939545. I 3 calculated consistent with the provisions of the Credit Agreement and which shall continue to the Expiration Date (including any extension thereof); (b) upon each draw upon the Letter of Credit by the Trustee, the Borrower agrees to pay to the Issuing Bank promptly upon its demand therefor a fee of $250 for the administration of a draw request; (c) an extension fee in the amount then customarly assessed by the Issuing Bank for extensions of letters of credit of the same or similar tye and amount as the Letter of Credit, together with any fees and costs incurr by the Issuing Ban in connecton therewith, for each extension (if any) of the Expiration Date beyond November 19,2010; (d) a transfer fee in the amount then customarly assessed by the Issuing Ban for transfers of letters of credit of the same or similar type and amount as the Letter of Credit, together with any fees and costs incurr by the Issuing Ban in connection therewith; and (e) an amendment fee in the amount then customarly assessed by the Issuing Ban, plus the Issuing Ban's fees and costs, payable on the day of any amendment to the Letter of Credit, incured in connection with such amendment. As used herein, "amendment" means any written change to the Letter of Credit, or issuace and delivery of an amended, substituted, replacement, or additional letter of credit, including any documents the Issuing Ban determines to issue to reflect any reinstatement (other than an automatic reinstatement) of any portion of the stated amount of the Letter of Creit. Section 2,04 Credit Agreement. (a) The Borrower has requested the Issuing Bank to issue the Letter of Credit pursuant to the ters and conditions of the Credit Agreement, including, without limitation, Section 2.17 thereof. The paries hereto covenant and agree that the provisions of the Credit Agreement shall apply to and govern with respect to the issuance of the Letter of Credit, the Letter of Credit Liabilties arsing as a result thereof and all other matters relating thereto. (b) The Borrower acknowledges and agrees that for all purpses hereunder and under the Credit Agreement, including without limitation for purposes of detemiining the "Payment Date" and the date from which interest shall accrue on any Reimbursement Obligation under Section 2.I7(c) of the Credit Agreement, (1) the Borrower shall be deemed to have notice of any A Drawing or B Drawing on the Letter of Credit on the Business Day preceding such drawing and (2) the Borrower shall be deemed to have notice of any C Drawing or D Drawing on the Letter of Credit by 10:00 A.M. (New York City time) on the date of such drawing. (c) The Borrower hereby represents and warants that (i) the representations and waranties contained in Section 4.04(b) and Section 4.05 of the Credit Agreement are true on and as of the date of the issuance of the Letter of Credit; 0294I..273/LEGALl4939545.l 4 (2) After the issuance of the Letter of Credit, the Total Outstanding Amount wil not exceed the Total Commitment and the aggegate amount of the Letter of Credit Liabilties shall not exceed $200,000,000; (3) Immediately prior to and after the issuance of the Letter of Credit, no Default shall have occured and be continuing under the Credit Agreement; (4) The representations and warties of the Borrower contained in the Bond Documents and the Credit Agreement are correct on and as of the date of issuance of the Letter of Credit, before and after giving effect to such issuance, as though made on and as of such date; (5) No petition by or against the Borrower has at any time been fied under the United States Banptcy Code or under any similar act; and (6) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution of this Agreement or the Bond Documents, which constitutes an Event of Default under the Credit Agreement or would constitute an Event of Default under the Credit Agreement but for the requirement that notice be given or time elapse or both. Section 2,05 Extension of the Expiration Date. If the Issuing Ban intends to elect not to extend the then curent Expiration Date set forth in the Letter of Credit, the Issuing Bank shall provide written notice to the Borrower of such intention on or before August 21; 2009. In addition, if the Issuing Bank makes such election to not extend the scheduled Expiration Date, the Issuing Ban shall provide wrtten notice of the Issuing Bank's election to the Trustee on or before October 20,2009, The detenination whether to extend the Expiration Date shall be in the independent absolute discretion of Issuing Ban. ARTICLE II CONDITIONS OF ISSUANCE Section 3.01 Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit is subject to the conditions precedent that the Issuing Ban shall have received on or before the date of the issuance of the Letter of Credit the following items, each dated such date, in form and substance satisfactory to the Issuing Bank, that the other conditions described below shall have been satisfied and that the costs, expenses and fees due and payable under Section 2.03 and 4.06 hereof shall have been paid: (a) The Issuer, the Borrower and the Trustee shall have duly authorized, executed and delivered the Bond Documents, all in form and substance satisfactory to the Issuing Bank and its counseL. (b) The Bonds shall have been duly reoffered and sold pursuant to the Remarketing Agreement. 0294 I .0273/LEGALJ4939545.1 5 (c) The representations and waranties contained in the Bond Documents shall be true in all materal respects on the Closing Date with the same effect as though made on and as of that date, and no condition, event or act shall have occurred which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement. (d) The Issuing Bank shall have received from counsel for the Borrower an opinion in substantially the fonn attached as Exhibit B hereto, (e) The Issuing Bank shall have received from Bond Counsel an approving opinion in substantially the fonn attached to the Reofferng Circular. (f) All proceedings taken in connection with the execution and deliver ofthe Bonds shall be reasonably satisfactory to the Issuing Ban and the Issuing Ban shall have received copies of such cerificates, documents and papers as reasonably requested in connection therewith, all in fonn and substance reasonably satisfactory to the Issuing Bank. The Borrower shall supply to the Issuing Ban copies certified by the secretar or an assistant secretary of the Borrower of corporate resolutions in fonn and substance reasonably satisfactory to the Issuing Bank with respect to the authorization of the Bond Documents and the execution thereof by the Borrower, a certificate of the Secetar or an Assistat Secretary of the Borrower cerifyng the names and tre signatures of the offcers of the Borrower authorized to sign this Agreement and the related Documents to which it is a pary, the Artcles of Incorpration and By-Laws of the Borrwer, together with an amendments thereto, and a copy of a cerficate issued by the Secretar of State of the State of Oregon issued no more than 30 days preceding the Closing Date, stating that the Borrower is in good standing in the State of Oregon, (g) No law, regulation, ruling or other action of the United States, the State of California or any political subdivision or Issuer therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Issuing Bank from fulfilling its obligations under this Agreement. (h) The Issuing Ban shall have been designated as an "issuing ban" by theAdministrative Agent and the Borrower as provided in the Credit Agreement and Borrower provides a Notice of Issuance to the Issuing Ban as required, Section 2.17(b) in the Credit Agreement. Section 3.02 Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the date of the issuance of the Letter of Credit, the Issuing Bank shall have received such other documents, instruents, approvals and, if requested by the Issuing Bank, cerified duplicates of executed copies thereof, and opinions as the Issuing Ban may reasonably request. 0294I-0273/LEGALl4939545.1 6 ARTICLE iv MISCELLANEOUS Section 4.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departre by the Borrower therefrom, shall in any event be effective unless the same shall be in wrting and signed by the Issuing Bank and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 4.02 Notices. Etc, All notices and other communications provided for hereunder shall be in writing (including teIecopier communication or other electonic means if accompanied by telephonic confinnation of receipt) and mailed, te1ecopied or delivered as follows: If to the Borrower, at: PacifiCorp 825 N.E. Mu1tnomah St. Portland, Orgon 97232 Attention: Vice President and Treasurer Fax: (503) 813-5673 If to the Issuing Bank, at: Wells Fargo Ban, National Association Corporate Baning - Utilty and power Group 1300 SW 5th A venue, ih Floor Portland, Oregon 9720 i Fax: (503) 886-2211 or, as to each pary, at such other address as shall be designated by such par in a written notice to the other pary. All such notices and communications shall, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except that notices to the Issuing Bank shall not be effective until received by the Issuing Bank. Section 4.03 No Waiver: Remedies. No failure on the part of the Issuing Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 4.04 Indemnification. In addition to the payment of expenses pursuant hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold the Issuing Ban, and the offcers, directors, employees, agents, and affiliates the Issuing Bank (collectively called the "Indemnitees") hannless from and against, any and all other liabilties, obligations, losses, damages, penalties, actions, judgments, 0294l-D273/LEGALl4939545 )7 suits, claims, costs, expenses and disbursements of any kind or natue whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeing commenced or threatened, whether or not such Indemnitees shall be designated a pary thereto), that may be imposed on, incurred by, or asserted against the Indemitees, in any manner relating to or arising out of this Agreement or other agreements executed and delivered by the Borrower in connection herewith or with the Bonds or the use or intended use of the Letter of Credit or the lack of any requirement that the Letter of Credit be surrendered with each draw thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any indemnified liabilties arsing from the gross negligence or wilful misconduct of that Indemnitee. To the extent that the underaking to indemnify, payor hold hanless set fort in the preceing sentence may be unenforceable because it is violative of any law or public policy, the Borrwer agrees to contrbute the maximum portion that it is penitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilties incurred by the Indemnitees or any of them. The Borrower shall not be liable for any settlement without its consent. The Borrower hereby further indemifies and holds the Indemnified Pares hanless from and against any and all claims, damages, losses, liabilties, costs or expenses which may be incurred or which may be claimed against the Indemnified Partes by any person or entity: (a) by reason of any inaccuracy or alleged inaccuracy in any materal respect, or any untrue statement or alleged untrue statement of any material fact, contaned in the Offcial Statement or any amendment or supplement thereto, or by reason of the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstaces under which they were made, not misleading; or (b) by reason of or in connection with the execution, deliver or perormance of the Bonds, the Indentue, or the Loan Agreement, or any transaction contemplated by the Indenture or the Loan Agreement; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payment under, the Letter of Credit; provided, however, that the Borrower shaH not be required to indemnify the Issuing Ban pursuant to this Section 4,04 for any claims, damages, losses, liabilties, costs or expenses to the extent caused by the Issuing Ban's wilful failure to make lawful payment under the Letter of Credit after the presentation to it by the Trustee or a successor trstee under the Indentue of a draft and certificate strctly complying with the terms and conditions of the Letter of Credit. Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in Article II, Without prejudice to the survival of any other obligation of the Borrwer hereunder, the indemnities and obligations of the Borrower contained in this Section 4,04 shall survve the payment in full of amounts payable pursuant to Article II and the termination of the Letter of Credit. Section 4.05 No Liability of the Issuing Ban. The Borrower assumes all risks of the acts or omissions of any beneficiar of the Letter of Credit with respect to its 0294 1-0273/LEGALI 4939545. I 8 administration and utilzation of the Letter of Credit. Neither the Issuing Ban nor any of its offcer or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of beneficiary in connection therwith; or (b) the validity, suffciency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insuffcient, fraudulent or forged; or (c) payment by the Issuing Ban against presentation of documents which, on their face, appear to comply with the ters of the Letter of Credit, even though such documents may fail to bear any reference or adequate reference to the Leter of Credit or (d) any other circumstances whatsoever in making or failng to make payment under the Letter of Credit in connection with which the Issuing Bank would, pursuant to the Uniform Customs and Practice for Documentary Credits (2007 Revision), Interational Chamber of Commerce Publication No. 600, be absolved from liabilty. In furterance and not in limitation of the foregoing, the Issuing Bank may accept documents that appea on their face to be in order, without responsibility for furter investigation, regardless of any notice or information to the contrar. Section 4.06 Costs. Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, deliver, filing, recording, administration, modification and amendment of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Issuing Ban and local counsel who may be retained by said counsel, with respect thereto and with respect to advising the Issuing Bank as to its rights and responsibilties under this Agreement. The Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel fees and expenses) in connection with (i) the enforcement (whether though negotiations, legal proceedings or otherwise) of this Agreement and such other documents which may be delivered in connection with this Agreeent, including, without limitation, reasnable counsel fees and expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under the Letter of Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or deterined to be payable in connection with the execution, delivery, filing and recording of this Agreeent or the Letter of Credit or any such other documents, and agrees to save the Issuing Bank hanless from and against any and all liabilties with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Section 4.07 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Issuing Ban and thereafter shall be binding upon and inure to the benefit of the Borrower, the Issuing Ban, and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior wrtten consent of the Issuing Bank. Section 4.08 Severabilty. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jursdiction, be ineffective to the extent of such prohibition, unenforceabilty or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceabilty or legality of such provision in any other jurisdiction, 02941-0273/LEGAL 14939545. i 9 Section 4,09 Governng Law. This Agreement shall be govered by, and constred in accordance with, the laws of the State of New York except that the authority of the Borrower to execute and delivery this Agreement shall be governed by the laws of the State of Oregon. Section 4.10 OREGON STATE NOTICE, UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE, Section 4,11 Continuing Obligation. This Agreement is a continuing obligation, shall survve the expiration of the Letter of Credit unti amounts owed hereunder and under the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors and assigns, and (b) inure to the benefit of and be enforceable by the Issuing Bank and its successors, transferees and assigns, Section 4.12 Immediate Advance. The Borrower recognizes that upon issuance of the Letter of Credit, the Issuing Bank is irrevocably bound to honor any and all drafts drawn and presented in compliance with the terms thereof, up to an aggegate amount equal to the Stated Amount. Accordingly, in order to induce the Issuing Ban to issue the Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrar, the issuance of the Letter of Credit shall be and is deemed to constitute an immediate "advance" in the amount of the Stated Amount for puroses of determining the respective rights of the Borrower and the Issuing Ban1e Section 4,13 Drawing a Certification. Each drawing by the Trustee or any agent thereof under the Letter of Credit shall be deemed (i) a certification by the Borrower that the representations and waranties incorprated by reference in Section 2.04(c) of this Agreement are correct in all material respects as of the date of the drawing, and (ii) a certification by the Borrower that it is in all other respects in compliance with the provisions of this Agreement. Section 4.14 Facsimile Documents. At the request of the Borrower, the Letter of Credit provides that demands for payment thereunder may be presented to the Issuing Bank by, among other methods, facsimile, The Borrower acknowledges and assumes all risks relating to the use of such facsimile demands for payment and agrees that its obligations under this Agreement, the Credit Agreement and the Related Documents shall remain absolute, unconditional and irrevocable if the Issuing Bank honors such facsimile demands for payment. Section 4.15 Counteipars. This Agreement may be executed in counterarts by the parties hereto, and each such counterpar shall be considered an original and all shall constitute one and the same instrument. Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to Borrower pursuant to Section 326 of the USA Patrot Act of 2001, 31 U.S.C. Section 5318. IMPORTANT INFORMA TION ABOUT PROCEDURES FOR OPENING A NEW 0294I-0273/LEGALl4939545. i 10 ACCOUNT. To help the governent fight the funding of terrorism and money launderng activities, federal law requires all financial institutions to obtain, verify and record information that identifies each peron or entity that opens an account, including any deposit accunt, treasury management account, loan, other extension of credit, or other financial serices product. What this means for Borrower: When Borrower opens an account, if Borrower is an individual, the Issuing Ban wil ask for Borrower's name, taxpayer identification number, business address, and other information that wil allow the Issuing Ban to identify Borrower. The Issuing Ban may also ask, if Borrower is an individual, to see Borrower's driver's license or other identifying documents, and, if Borrower is not an individual, to see Borrower's legal organzational documents or other identifyng documents. 02941.Q273/LEGAL14939545.1 11 IN WITNESS WHEREOF, the partes hereto have caused this Agrement to be duly executed and delivered by their respective offcers thereunto duly authorized as of the date first above written. PACIFICORP, as Borrwer ~~~~,~1~ Title: \J)1 f,1I\À ::t.(AS\ C Signature Page to Letter of Credit Agreement Carbon County, Utah IN WITESS WHEREOF, the paries herto have caused. this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above wrtten. . WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Ban By Name: Title: L 5? .- Lèl&- )~~ffrftr' Signature Page to Letter of Credit Agreement Carbon County, Utah 0294I-0273/LEGALl4939545.1 EXHIBIT A TO LETTR OF CREDIT AGREEMENT FORM OF LEITER OF CREDIT IRRVOCABLE LETTER OF CREDIT November 19, 2008 Letter of Credit No. NZS630101 The Ban of New York Mellon Trust Company, N.A. 2 Nort LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Global Corporate Trust Ladies and Gentlemen: We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds under the Indenture described below, at the request and for the account of PacifiCorp, an Oregon corpration, our irrevocable letter of credit in the amount of U.S. $9,512,788 (Nine Milion Five Hundred Twelve Thousand Seven Hundred Eighty Eight Dollar) in connection with the Bonds (as defined below) available with ourselves by sight payment against presentation of one or more signed and dated demands addressed by you to Wells Fargo Ban, National Association, Letter of Credit Operations Offce, San Francisco, California, each in the form of Anex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drawing"), or Anex D (a "D Drawing") hereto, with all instructions in brackets therein being complied with. Each such demand must be presented to us in its original form at the Presentation Offce (as hereinafter defined) or by facsimile transmission of such original form to us at (415) 296-8905. Each such presentation must be made at or before 5:00 p.m. San Francisco time on a Business Day (as hereinafter defined) to our Letter of Credit Oprations Offce in San Francisco, Calìfornia, presently located at One Front Street, 21 si Floor, San Francisco, Californa 94111, (the "Presentation Offce"). This Letter of Credit expires at our Letter of Credit Operations Offce in San Francisco, Calìfornia on November 19, 2009, but shall be automatically extended, without wrtten amendment to, and shall expire on, November 19, 2010 unless on or before October 20, 2009, you have received wrtten notice from us sent by express courier or registered mail to your address above or by facsimile transmission to (312) 827-8542 (the "Fax Number"), that we elect not to extend this Letter of Credit beyond November 19, 2009, (The date on which this Letter of Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the first (i st) succeeding Business Day thereafter, wil be hereinafter refered to as the "Expiration Date",) To be effective, the notice from us descrbed in the first sentence of ths paragraph must be received by you on or before October 20,2009. As used herein the term "Business Day" shall mean a day on which our San Francisco Letter of Credit Operations Offce is open for business. The amount of any demand presented hereunder will be the amount inserted in numbered Paragraph 4 of said demand. By honoring any such demand we make no representation as to the correctness of the amount demanded. 0294 1-0273/LEGAL148 12252.3 We hereby agree with you that each demand presented hereunder in full compliance with the terms hereof wil be duly honored by our payment to you of the amount of such demand, in immediately available funds of Wells Fargo Ban, National Association: (i) not later than 10:00 a,m" San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before noon, San Francisco time, or (ii) not later than 10:00 a.m., San Fracisco time, on the second Business Day following the Business Day on which such demand is presented to us as aforesaid, if such presentation is made to us after noon, San Francisco time, Notwithstanding the foregoing, any demand presented hereunder, in full compliance with the terms hereof, for a C Drawing wil be duly honored (i) not later than i i :30 a.m., San Francisco time, on the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before 9:00 a,m., San Francisco time, and (ii) not later than 11 :00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San Francisco time. If the remittance instrctions included with any demand presented under this Letter of Credit require that payment is to be made by transfer to an account with us or with another ban, we and/or such other ban may rely solely on the account number specified in such instrctions even if the account is in the name of a person or entity different from the intended payee, With respect to any demand that is honored hereunder, the total amount of this Letter of Credit shall be reduced as follows: (A) With respect to each A Drawing paid by us, the total amount of ths Letter of Credit shall be reduced by the amount of such A Drawing with respect to all demands presented to us after the time we receive such A Drawing; provided, however, that the amount of such A Drawing shall be automatically reinstated on the eighth (8th) Business Day following the date such A Drawing is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express courier or registered mail or by facsimile tranmission to the Fax Number, no later than seven (7) Business Days after such A Drawing is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; (B) With respect to each B Drawing paid by us, the tota amount of this Letter of Credit shall be reduced by the sum of (1) the amount insered as principal in paragraph 5(A) of the applicable demand plus (2) the greater of (a) the amount inserted as interest in paragraph 5(B) of the applicable demand and (b) interest on the amount inserted as principal in paragraph 5(A) of the applicable demand calculated for 48 days at the rate of twelve percent (12%) per annum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest 0294 I -D273fLEGALI 48 I 2252.3 2 whole cent) with respect to all demands presented to us after the time we receive such B Drawing and shall not be reinstated; (C) With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demands presented to us after the time we receive such C Drawing by the sum of (1) the amount insered as principal in paragraph 5(A) of the C Drawing plus (2) the greater of (a) the amount insered as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount inserted as principal in paragraph 5(A) of the C Drawing calculated for 48 days at the rate of twelve percent (12%) per annum based on a year of365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the Bonds (as defined below) related to such C Drawing are remarketed and the remarketing proceeds are paid to us prior to the Expiration Date, then on the day we receve such remarketing proceeds the amount of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount paid to us from such remarketing procees and (ii) interest on such amount calculated for the same number of days, at the same interest rate, and on the basis of a year of the same number of days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cent being rounded upward to the nearest whole cent), with such reinstatement and its amount being promptly advised to you; provided. however, that in no event wil the total amount of all C Drawing reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this paragraph (C). Upon presentation to us of a D Drawing in compliance with the terms of this Letter of Credit, no further demand whatsoever may be presented hereunder. No more than one A Drawing which we honor shall be presented to us during any consecutive twenty~seven (27) calendar day perod. No A Drawing which we honor shall be for an amount more than U.S. $147,788, It is a condition of this Letter of Credit that the amount available for drawing under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authorization in the form of Annex E to this Letter of Credit (with all instrctions therein in brackets being complied with) sent to us at the Presentation Offce as a signed and dated original form or sent to us as an authenticated SWIFT message at the SWIFT Address, This Letter of Credit is subject to, and engages us in accordance with the terms of, the Uniform Customs and Practice for Documentar Credits (2007 Revision), Publication No. 600 of the International Chamber of Commerce (the "UCP"); provided. however, that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of the UCP wil not be applicable to this Letter of Credit, and provided further that Aricle 32, the secnd sentence of Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit. Furtermore, as provided in the first sentence of Article 36 of the UCP. we assume no liabilty or responsibilty for consequences arising out of the interption of our business by Acts of God, riots, civil commotions, insurrections, war, acts of terorism, or by any strkes or lockouts, or any other causes beyond our control. Matters related to this Letter of Credit which are not 0294I-0273/LEGALl4812252.3 3 covered by the UCP wil be governed by the laws of the State of California, including, without limitation, the Unifonn Commercial Code as in effect in the State of California, except to the extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit. This Letter of Credit is transferable and may be transferred more than once, but in each case only in the amount of the full unutilzed balance hereof to any single transferee who you shall have advised us pursuant to Annex F has succeeded The Ban of New York Mellon Trust Company, N.A. or a successor trtee as Trustee under the Trust Indenture dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indentue dated as of October 1, 2008, as fuher amended or supplemented from time to time (the "Indenture") between Carbon County, Utah (the "Issuer") and The Ban of New York Mellon Trust Company, N,A., as Trustee, pursuant to which U.S. $9,365,000 in aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Seres 1994 (the "Bonds") were issued. Transfers may be effected without charge to the transferor and only through ourselves and only upon presentation to us at the Presentation Offce of a duly executed instrment of transfer in the fonn attached hereto as Annex F, Any transfer of this Letter of Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of presentation of demands from our Letter of Credit Operations Offce in San Francisco, California. All payments hereunder shall be made from our own funds. This Letter of Credit sets fort in full our underaking, and such undering shall not in any way be modified, amended, amplified or limited by reference to any document, instruent or agreement referred to herein (including, without limitation, the Bonds and the Indentue), except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter of Credit; and any such reference shall not be deemed to incorporate herin by referce any document, instrment or agreeent except the UCP, WELLS FARGO BANK, NATIONAL ASSOCIATION By: Authorized Signature Letter of Credit Operations Offce Telephone No.: 1-800-798-2815 Facsimile No.: (415) 296-8905 0294 1-D273/LEGALI48 12252.3 4 Annex A to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630101 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO, NZS630101 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE, (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE INDENTURE), OF UNPAID INTEREST ON THE BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT IS $(INSERT AMOUNT). (5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (6) IF THIS DEMAND is RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF A - i 0294 1-u273ILEGALl48 I 2252 .3 THIS DEMAND IS RECEIVED BY YOU AT THE PRE SENT A nON OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) IINSERT SIGNATURE AND DATE) A-2 0294 1-D273/LEGALl48 12252.3 Annex B to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630101 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL AS SOCIA TION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630101 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENT A TION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURRENTLY OUTSTANDING. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT is $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT HEREBY DEMANDED is EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING ORA WN WITH RESPECT TO THE PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH 02941-u273/LEGALl48 i 2252.3 B-1 CONTACT, WHETHER OR NOT A TIEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PA YMENT MADE PURSUANT HERETO, (7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECENED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M" SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 02941-013/LEGALl48 12252.3 B-2 Annex C to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630101 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO. NZS630l01 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTNE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (I) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(lNSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF INTEREST DUE ON THE BONDS. (6) THE TRUSTEE HAS CONTACTED OR AITEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENT A nON OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH 0294 i -D273/LEGAL148 12252 .3 D-l CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE 9:00 AM., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 1 I :30 AM" SAN FRANCISCO TIME, ON SAID BUSINESS DAY, IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER 9:00 AM., SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :00 A,M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 1-0273/LEGALl48 12252,3 0-2 Annex D to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630101 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 9411 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO, NZS630101 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTNE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY OUTSTANDING UPON (A) THE STATED MATURIT OF ALL SUCH BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND is DEMANDED IN ACCORDANCE WIT THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH is THE SUM OF THE TWO AMOUNTS SET FORTH IN PARAGRAPH 5, BELOW). (5) THE AMOUNT OF THIS DEMAND is EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION 0294 i .o273/LEGAL148 12252.3 0-3 OFFICE REGARDING THE AMOUN OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 1-0273iLEGALl48 12252.3 D-4 Annex E to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630IOI WELLS FARGO BANK, NATIONAL ASSOCIATION. LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, ilSTFLOOR SAN FRANCISCO, CALIFORNIA 941 1 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER LETTER OF CREDIT REDUCTION AUTHORIZATION (INSERT NAME OF BENEFICIARY), WITH REFERENCE TO LETTER OF CREDIT NO. NZS630101 ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK"), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT THE BANK DECREASE THE AMOUN AVAILABLE FOR DRAWING UNDER THE LETTER OF CREDIT BY $(lNSERT AMOUNT). (FOR SIGNED REDUCTION AUTHORIZATIONS ONLY) (INSERT NAME OF BENEFICIARY) By: (INSERT SIGNATURE) TITLE: IINSERT TITLE) DATE: (INSERT DATE) SIGNATURE GUARANTEED BY (INSERT NAME OF BANK) By: (INSERT NAME AND TITLE) 02941.(273/LEGALI 4812252.3 E-l Annex F to Wells Fargo Ban, National Association Irrevocable Letter of Credit No, NZS630101 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE One Front Street, 21 it Floor, San Francisco, California, 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT DA TEl Subject: Your Letter of Credit No. NZS6301 01 Ladies and Gentlemen: For value received, we hereby irrevocably assign and transfer all of our rights under the above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or reduce to: (Name of Transferee) (Address of Transferee) By this transfer, all of our rights in the Letter of Credit are transfered to the transferee, and the transferee shall have sole rights as beneficiar under the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent or notice to us. The original Letter of Credit is returned with all amendments to this date. Please notify the transferee in such fonn as you deem advisable of this transfer and of the ters and conditions to this Letter of Credit, including amendments as transferred. You are hereby advised that the transferee named above has succeeded The Bank of New York Mellon Trust Company, N.A., or a successor trstee, as Trustee under the Trust Indenture dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1, 2008, as further amended or supplemented from time to time (the "Indenture") between Carbon County, Utah (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which U, S. $9,365,000 in aggregate principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Series 1994 (the "Bonds") were issued. 0294 i ..273/LEGAU 48122523 F-l Ver trly yours, (Insert Name of Transferor) By: (Insert Name and Title) TRANSFEROR'S SIGNATURE GUARANTEED By: (Bank Name) By: (Insert Name and Title) By its signature below, the undersigned transferee acknowledges that it has dulysucceeded or a successor trstee as Trustee under the Indenture. IInsert Name of Transferee) By: (Insert Name and Title) 0294 l-D273/LEGALI 48 12252.3 F-2 0294 i -D213/LEGALJ 4939545.1 EXHIBIT B OPINION OF INTERNAL COUNSEL FOR THE BORROWER (Letterhead of MidAmercan Energy Company) November 19, 2008 To the paries listed on Schedule I hereto $216,470,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Projects) Seres 1994 $9,365,000 Carbon County, Utah $8,190,000 Converse County, Wyoming $121,940,000 Emer County, Utah $15,060,000 Lincoln County, Wyoming $40,655,000 Moffat County, Colorado $21,260,000 Sweetwater County, Wyoming Ladies and Gentlemen: I have sered as counsel to PacifiCorp (the "Company") in connection with the execution and delivery by the Company of (a) six separate First Supplemental Loan Agreements, dated as of October 1,2008 (each a "Supplemental Loan Agreement" and collectively, the "Supplemental Loan Agreements '), between the Company and each of the Issuers listed above (collectively, the "Issuers "), (b) three separate Remarketing Agreements, dated November 18, 2008 (coJlectively, the "Remarketing Agreements ") among the Remarketing Agents named therein (collectively, the "Remarketing Agents ") and the Company, (c) six separate Release Agreements, dated November 19, 2008 (each a "Release Agreement" and, collectively, the "Release Agreements 'J, by and among the Company, each of the Issuers, the Ban of New York Mellon Trust Company, N.A., as trstee, and Ambac Assurance Corporation ("Ambae 'J and (d) six separate Letter of Credit Agreements, dated November 19,2008 (each a "Letter of Credit Agreement" and, collectively, the "Letter of Credit Agreements"), by and between the Company and Wells Fargo Ban, National Association, as Issuing Ban. Capitalized ter used herein and not otherise defined shall have the meaning assigned such ter in the Reofferng Circular, dated November 11, 2008 (the "Reoffering Circular "), relating to the abovementioned bonds (the "Bonds '). opinion of company counsel (2).doc 870 i 005/RDB/mo I have examined the Indentures, the First Supplemental Indentues, the Loan Agreements, the Supplemental Loan Agreements, the Release Agreements, the Remarketing Agreements, the Letter of Credit Agreements, the Reoffering Circular, the Company Mortgage, the Tenth Supplemental Indentue, the First Mortgage Bonds, the Pledge Agreements, the Amended and Restated Credit Agreeent dated as of July 6, 2006 among the Company, the bans part therto, JPMorgan Chase Ban, N.A., as Administrative Agent and Issuing Ban, and The Royal Ban of Scotland pic, as Syndication Agent, as amended or supplemented to date (the "2006 Credit Agreement ") and the Credit Agreement dated as of October 23, 2007 among the Company, the banks pary thereto, the Royal Bank of Scotland pIc, as Syndication Agent, and Union Ban of California, N.A., as Administrative Agent, as amended or supplemented to date (the "2007 Credit Agreement" and collectively with the 2006 Credit Agreement, the "Credit Agreements ") and such other documents, and have discussed the foregoing documents and such other matters with such offcials of the Company, as I consider necessar and appropriate to enable me to express the opinions stated in this letter. I have relied, to the extent that I deem such reliance proper, upon certificates of public offcials and ceificates of offcers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established. I have assumed, with your consent, for the purposes of the opinions expressed in this letter, that the Indentures, the First Supplemental Indentures, the Loan Agreeents, the Supplemental Loan Agreements, the Release Agreements, the Remarketng Agreements, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds and the Pledge Agreements have been duly authorized, executed and delivered by each pary thereto, other than the Company. Based upon the foregoing, it is my opinion that: (a) the Company has been duly incorporated under the laws of the State of Oregon, has corporate power and authority to own its properies and to conduct its business as described in the Reofferng Circular; except as described in the Reoffering Circular, to the best of my knowledge, is duly registered or qualified to do business and is in good standing (to the extent applicable) as a foreign corporation in each jursdiction in which such registration, qualification or good standing is required (whether by reason of the ownership or leaing of propery, the conduct of its business or otherwise), except where the failure to so register or qualify or be in good stading is not reasonably likely to materially adversely affect the ability of the Company to perform its obligations under the aforementioned documents; (b) the Company has corporate power and authority to execute and deliver the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Release Agreements and to take all actions required or permitted to be taken by the Company by or under, and to perform and obsere the covenants and agreements on its par contained in, the Supplemental Loan Agreements, the Remarketing - 2- Agreements, the Letter of Credit Agreements, the Credit Agreements and the Release Agreements; (c) the Company has duly taken all corporate action necessar to be taken by it prior to the date hereof for the authorization of: (i) the execution, delivery and perfonnance by the Company of the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Release Agreements; (ii) the distrbution of the Reofferng Circular; and (iii) the carng out, giving effect to, consummation and perfonnance by the Company of the transactions and obligations contemplated by the Supplemental Loan Agreements, the Remarketing Agreements, the Release Agreements, the Letter of Credit Agrements and the Reofferng Circular, provided that no opinion is expressed with respect to compliance with any securities laws; (d) the Release Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements have been duly authorized, executed and delivered, as the case may be, by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective ters, excet as the enforcement thereof may be limited by bankptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or contractual obligations generlly or by general principles of equity or judicial discretion and except as rights of indemnification under the Remarketing Agreement or the Release Agreement may be limited by principles of public policy; (e) the First Mortgage Bonds continue to be pledged to secue the Company's loan payment obligation under each Loan Agreement, as amended and restated by the applicable Supplemental Loan Agreement; (t) the execution and delivery by the Company of the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreeents and the Supplemental Loan Agreements, the compliance by the Company with the tenns, conditions or provisions thereof and the consummation by the Company of the transactions therein contemplated do not and wil not contravene the Third Restated Artcles of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order, writ, injunction or decree of any court, federal or state regulatory body, administrative agency or other governental body applicable to the Company, or result in a breach of any of the tenns, conditions or provisions of, or constitute a default under, the Company Mortgage or any material mortgage, indenture, agreement or instruent to which the Company is a part or by which it or any of its properties is bound and of which I have knowledge or, to the best of my knowledge, and except for the First Mortgage Bonds, result in the creation or imposition of any mortgage, lien, charge or - 3 - encumbrance of any nature whatsoever upon any of the properies or assets of the Company; (g) on and as of the date hereof, all authorizations, consents and approvals of, notices to, registrations or filings with or actions in respect of any governental body, agency, regulatory authority or other instrentality or court required to be obtained, given or taken on behalf of the Company in connection with the remarketing and public reofferng of the Bonds, the execution, delivery and peronnance by the Company of the Remarketing Agreements, the Release Agreeents, the Letter of Credit Agreeents and the Supplemental Loan Agreements have been obtained, given or taken and are in ful force and effect, provided that no opinion is expressed with respect to compliance with any securties laws; (h) to the best of my knowledge, other than as described in the Reoffering Circular, the Company has not received notice of or process in any action, suit, proceeding, inquiry or investigation before or by any cour, public board or body pending against the Company, nor is any such action, suit, proceeding, inquiry or investigation pending or threatened against the Company, wherein an unfavorable decision, ruling or finding would have a materal adverse effect on the properies, business, financial condition or results of operations of the Company or the transactions contemplated by the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements, the Credit Agreements, the Supplemental Loan Agreements or the Reoffering Circular, or which would adversely affect the validity or enforceabilty of, or the authority of the Company to perorm its obligations under, the Remarketing Agreements, the Release Agreements and the Supplemental Loan Agrements or materially adverely affect the abilty of the Company to perform its obligations thereunder; and (i) to the best of my knowledge, the Company is not in default under the Company Mortgage, the Letter of Credit Agreements, the Credit Agreements, the Loan Agreement or any material indenture or other agreement or instrment governing outstanding indebtedness issued by the Company nor, to the best of my knowledge, has any event occurred, which event is continuing, which with notice or the passage of time or both would constitute a default under any such document. I have not passed upon, and the foregoing assues and is subject to, the tax-exempt statu of interest on the Bonds, as to which you have received the opinion, dated this date, of Chapman and Cutler LLP. In addition, I express no opinion as to the application or effect of any securities law to the transactions contemplated by the Reoffering Circular. I express no opinion as to (i) the effect of any insurance law on the transactions contemplated by the Release Agreement, (ii) whether any action, except the consent of the County as set forth in the Release Agreement, is required for the release of the County's rights, if any, under the municipal bond insurance policy or (iii) the scope of the release, except for the - 4- release by the County of Ambac from Ambac's obligations under the municipal bond insurce policy to pay principal of and interest on the Bonds in the event that the Company fails to make such payments, or whether the ters of the Release Agreement may be affected by Ambac's purorted retention of subrogation rights. Additionally, I advise you that, without having undertaken to deterine independently the accuracy or completeness of the statements contained in the Reoffering Circular, except as set forth above, nothing has come to my attention in the coure of my parcipation in the preparation of the Reoffering Circular and in the transactions contemplated thereby, or in the perormance of my duties as Counsel to the Company, or otherise, that causes me to believe, as of the date hereof, that the Reoffering Circular (except for the financial statements and other financial and statistical data included or incorporated by reference therein, as to which I express no opinion) contains any untre or misleading statement of a materal fact or omits to state any materal fact necessar to make the statements therein, in the light of the circumstaces under which they were made, not misleading, The opinions expressed herein are limited to matters governed by the laws of the United States of America and the State of Oregon and, as to the opinions expressed in pargraph (g) above, the laws of the States of California, Idaho, Utah, Washington and Wyoming, that are applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to the law of any other jurisdiction. In renderng the opinions expressed herein, I have relied upon the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as to the matters expressed therein and the opinions expressed herein are subject to all of the assumptions and qualifications recited in the opinion letter attached hereto, I hereby confirm my consent to the use of my name on the cover page and under the caption "CERTAI LEGAL MATTERS" in the Reofferng Circular. This opinion is addressed solely to you in connection with the Remarketing Agreement and is not to be relied upon by any other person or for any other purposes or quoted or referred to in any public document or filed with any governental agency or other peron, except for inclusion in the transcript of documents relating to the reoffering of the Bonds, without my written consent. Ver truly yours, - 5 - LETTER OF CREDIT AGREEMENT dated November 19, 2008 by and among PACIFICORP, as the "Borrower" and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the "Issuing Bank" $8,190,000 Converse County, Wyoming Pollution Control Revenue Refunding Bonds, Series 1994 (PacifiCorp Project) 02941-D273ILEGALl4939661.1 ARTICLE I Section 1,01 Section 1,02 ARTICLE II Table of Contents Page DEFINITIONS ....,............,...,......," ".,.....,..... ,.......,....,...,' ,...... .................., ,..,., 1 Cerain Defined Terms...,.,.,..........,....................,.,.......,......,...........,..., 1 Relation to Other Docwnents........................................ ................... .... 3 AMOUNT AND TERMS OF THE LETTER OF CREDIT..............,............. 3 Section 2.01 The Letter of Credit ............................................................................. 3 Section 2.02 Term.......,................,',....,........,.................".........,..............,.......,......., 3 Section 2.03 Fees ...................,.................................................................................. 3 Section 2,04 Credit Agreement...........,..................,.......,',.....,..........,................,......4 Section 2,05 Extension of the Expiration Date......................................................... 5 ARTICLE II CONDITIONS OF ISSUANCE ...................................................................... 5 Section 3.01 Section 3,02 ARTICLE IV Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 4.07 Section 4.08 Section 4.09 Section 4.10 Section 4.11 Section 4.12 Section 4.13 Section 4,14 Section 4.15 Section 4.16 Conditions Precedent to Issuance of the Letter of Credit ....................5 Additional Conditions Precent to Issuance of the Letter of Credit...,." ...",. ,.,.,...., ".,.,., .......,..,..... .......,' ." ..," ,.. ......................,......,., 6 MISCELLANEOUS .,....,."...,...,...........................,",.....".......,......"......,......... 7 Amendments, Etc."......,..,...........................,.,..........................,...........7 Notices, Etc..........,.....,.,..,........,.....,..........,.......................................,.. 7 No Waiver; Remedies...............................,....................................".,., 7 Indemfication......,................................,',....,.,.........,........,.............,..8 No Liabilty of the Issuing Ban.......................................................... 9 Costs, Expenses and Taxes ...........................................................,......9 Binding Effect.,.".,..".,.....................,.......................................,',.........9 Severability............................... ............................... ......... ................. 10 Govering Law........................... .................................... ................... 10 OREGON STATE NOTICE.............................................................. 10 Continuing Obligation........................................ ........ ................ ....... 10 Immediate Advance ...,..,........................,......".........,......................... 10 Drawing a Certification........,',.........,....,"',......,.....................,.,.........10 Facsimile Documents......,...,',.........,."....".....,..................,....,......,.".10 Counterpar, ,.... ,.,.,..".....,..." ,..........., ,.".. ,....., ,.......,.,........,' ,."".".,... 1 1 USA PATRIOT ACT NOTIFICATION .....................,..................... 1 1 EXHIBIT A FORM OF IRREVOCABLE LEITER OF CREDIT 02941-D273ILEGALl4939661.1 LEITER OF CREDIT AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated November 19, 2008 (this "Agreement"), by and between PACIFlCORP, an Oregon corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the hereinafter described Letter of Credit (the "Issuing Ban"). Certain tenns used herein are defined in Aricle I of this Agreement. RECITALS: (1 ) (2) (3) the Bonds. The Borrower has entered into the Credit Agreement, The Issuer has heretofore issued the Bonds pursuant to the Indenture. The Issuer and the Borrower have entered into the Loan Agreement peraining to (4) Under the Loan Agreement the Borrwer has agreed to cause the Bonds to be secured by an irrevocable direct pay letter of credit. (5) In order to reduce interest costs on the Bonds, and to induce the purchase of the Bonds, the Borrower has requested that the Issuing Bank issue its irrevocable transferable letter of credit as described herein, (6) The Issuing Bank is willing to issue the letter of credit in substantially the fonn attached hereto as Exhibit A on the tenns set forth in the Credit Agreement as supplemented herin. NOW, THEREFORE, in consideration of the premises, including the benefits to be realized by Borrower as above described, and in order to induce the Issuing Ban to issue the Letter of Credit, the parties hereto agr as follows: ARTICLE 1 DEFINITIONS Section 1.01 Certain Defined Ters, Unless otherwise defined in this Agreement, ters defined in the Credit Agreement and in the foregoing recitals shall have the meanings respectively indicated therein. As used in this Agreement, the following tenns shall have the following meanings (such meanings to be equally applicabJe to both the singular and plural fonns of the tenns defined): "A Drawing" means a drawing under the Letter of Credit pursuant to Annex A to the Letter of Credit. "Administrative Agent" means JPMorgan Chase Ban, N,A, in its capacity as Administrative Agent under the Credit Agreement, and its successors in such capacity. 0294I-0273/LEGA1I4939661.\ "Available Amount" shall mean the total amount available to be drawn under the Letter of Credit, as the same may be reduced and reinstated from time to time in accordance with the provisions of the Letter of Credit. "B Drawing" means a drawing under the Letter of Credit pursuant to Annex B to the Letter of Credit. "Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the Remarketing Agreement, (iv) the Release Agreement, (v) this Agreeent and (vi) any other document executed by the Borrower in connection with the issuance, reofferng or sale of the Bonds. "Bonds" or "Bonds" shall mean Issuer's $8,190,000 Pollution Control Revenue Refuding Bonds (PacifiCorp Project), Seres 1994. "Business Day" has the meaning assigned thereto in the Letter of Credit. "C Drawing" means a drawing under the Letter of Credit pursuant to Annex C to the Letter of Credit. "Closing Date" shall mean November 19, 2008. "Credit Agreement" means that certain Amended and Restated Credit Agreement dated as of July 6, 2006, among the Borrower, varous banks identified therein, the Administrative Agent and The Royal Bank of Scotland pIc, as Syndication Agent, as amended or supplemented from time to time, "0 Drawing" means a drawing under the Letter of Credit pursuant to Anex D to the Letter of Credit. "Expiration Date" shall have the meaning assigned to such ten in the Letter of Credit. "Indenture" shall mean that cerin Trust Indenture dated as of November 1, 1994 between the Issuer and the Trustee, as amended, supplemented and restated through and including the date hereof "Issuer" shall mea Converse COWlty, Wyoming, and its lawful successors and assigns. "Leter of Credit" meas the irrevocable direct pay leter of credit issued by the Issuing Ban to the Trutee to secure payment of the Bonds, substantially in the form of Exhibit A attached hereto, "Loan Agreement" shall mean the Loan Agreeent dated as of November 1, 1994 between the Borrower and the Issuer, as amended, supplemented and retated thrugh and including the date hereof. "Offcial Statement" meas the Reofferng Circular dated November 11, 2008 relating to the Bonds, together with the documents incorprated therein by reference. 02941-0273/LEGALl4939661.l 2 "Pledged Bonds" has the meaning assigned thereto in the Indenture. "Release Agreement" means the Release Agreement dated as of November 19, 2008, by and among the Borrower, the Issuer, the Trustee, and Ambac Assurance Corpration. "Remarketing Agent" means the placement or remarketing agent at the time sering as such under the Remarketing Agreement and designated as the Remarketing Agent for purposes of the Indenture. The current Remarketing Agent is Bane of Amerca Securities LLC. "Remarketing Agreement" means the Remarketing Agreeent dated November 18, 2008 between the Borrower and the Remarketing Agent, as from time to time amended or supplemented, or if such Remarketing Agreement shall be terinated, then such other agreement which may from time to time be entered into with any Remarketing Agent with respect to the remarketing or placement of the Bonds. "Trustee" means The Ban of New York Mellon Trust Company, N.A., or any successor trtee under the Indenture. Section 1.02 Relation to Oter Documents. Nothing in this Agreement shall be deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement or any related document. To the extent any provision of ths Agreement conflicts with any provision of the Credit Agreement or any other Related Document to which the Borrwer and the Issuing Bank are parties, the provisions of this Agreement shall control as betwee the Borrower and the Issuing Bank. ARTICLE II AMOUNT AND TERMS OF THE LETTER OF CREDIT Section 2,01 The Letter of Creit. Subject to the ters and conditions of ths Agreement, the Issuing Ban agrees to issue the Letter of Creit to the Trustee as beneficiar on the Closing Date. The Letter of Credit shall be in the original stated amount of $8,319,245 consisting of (i) $8,190,000 to pay prncipal of the Bonds, plus (ii) 48 days' interest on said principal amount computed at the rate of twelve percent (12%) per anum calculated on the basis of a 365 day year and actual days elapsed, in the amount of$129,245. Section 2.02 Credit. Term. The Letter of Credit wil expire as provided in the Letter of Section 2.03 Fees. The Borrower hereby agrees to pay to the Issuing Ban, the following non-refundable fees: (a) a letter of credit fronting fee calculated at the anual rate of 0.125% on the total stated amount of the Letter of Credit and payable in arears on each "Quarerly Payment Date" (as defined in the Credit Agreement) beginning on December 3 i, 2008 (with the initial such fee payment to be pTCHated to reflect that the Letter of Credit is being issued as of the date of this Agreement) and which shall otherwise accrue and be 02941-0273/LEGALl4939661, I 3 calculated consistent with the provisions of the Credit Agreement and which shall continue to the Expiration Date (including any extension thereot); (b) upon each draw upon the Letter of Credit by the Trustee, the Borrower agrees to pay to the Issuing Bank promptly upon its demand therefor a fee of$250 for the administration of a draw request; (c) an extension fee in the amount then customarly assessed by the Issuing Ban for extensions of letters of credit of the same or similar type and amount as the Letter of Credit, together with any fees and costs incurred by the Issuing Ban in connection therewith, for each extenion (if any) of the Expiration Date beyond November 19, 2010; (d) a trsfer fee in the amount then customarly assessed by the Issuing Ban for transfers of letters of credit of the same or similar type and amount as the Letter of Credit, together with any fees and costs incured by the Isuing Ban in connection therewith; and (e) an amendment fee in the amount then customarly assessed by the Issuing Bank, plus the Issuing Bank's fees and costs, payable on the day of any amendment to the Letter of Credit, incurred in connection with such amendment. As used herein, "amendment" means any wrtten change to the Letter of Credit, or issuance and delivery of an amended, substituted, replacement, or additional letter of credit, including any documents the Issuing Bank determines to issue to reflect any reinstatement (other than an automatic reinstatement) of any portion of the stated amount of the Letter of Credit. Section 2.04 Credit Agreement. (a) The Borrower has requested the Issuing Ban to issue the Letter of Credit pursuant to the terms and conditions of the Credit Agreement, including, without limitation, Section 2,17 thereof. The pares hereto covenant and agree that the provisions of the Credit Agreement shall apply to and govern with respect to the issuance of the Letter of Credit, the Letter of Credit Liabilities arsing as a result thereof and all other matters relating thereto. (b) The Borrower acknowledges and agrees that for all purses hereunder and under the Credit Agreement, including without limitation for purposes of detenining the "Payment Date" and the date from which interest shall accrue on any Reimbursement Obligation under Section 2,17(c) of the Credit Agreement, (1) the Borrower shall be deemed to have notice of any A Drawing or B Drawing on the Letter of Credit on the Business Day preceding such drawing and (2) the Borrower shall be deemed to have notice of any C Drawing or D Drawing on the Letter of Credit by 10:00 A.M. (New York City time) on the date of such drawing. (c) The Borrower hereby represents and warants that (1) the representations and warranties contained in Section 4,04(b) and Section 4.05 of the Credit Agreement are true on and as of the date of the issuance of the Letter of Credit; o 2941.Q273/LEGALI 493%61 . I 4 (2) After the issuance of the Letter of Credit, the Total Outstading Amount wil not exceed the Total Commitment and the aggegate amount of the Letter of Credit Liabilities shall not exceed $200,000,000; (3) Immediately prior to and after the issuance of the Letter of Credit, no Default shall have occurred and be continuing under the Credit Agreement; (4) The representations and warties of the Borrower contained in the Bond Documents and the Credit Agreeent are corrct on and as of the date of issuance of the Letter of Credit, before and after giving effect to such issuance, as though made on and as of such date; (5) No petition by or against the Borrower has at any time been fied under the United States Bankruptcy Code or under any similar act; and (6) No event has occurred and is continuing, or would result frm the issuance of the Letter of Credit or the execution of this Agreement or the Bond Documents, which constitutes an Event of Default under the Credit Agreement or would constitute an Event of Default under the Credit Agreement but for the requirement that notice be given or time elapse or both. Section 2.05 Extension of the Expiration Date. If the Issuing Ban intends to elect not to extend the then current Expiration Date set forth in the Letter of Credit, the Issuing Ban shall provide written notice to the Borrower of such intention on or before August 21, 2009. In addition, if the Issuing Ban makes such election to not extend the scheduled Expiration Date, the Issuing Bank shall provide wrtten notice of the Issuing Ban's election to the Trustee on or before October 20, 2009. The detenination whether to extend the Expiration Date shall be in the independent absolute discretion of Issuing Banle ARTICLE II CONDITIONS OF ISSUANCE Section 3.01 Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit is subject to the conditions precedent that the Issuing Ban shall have received on or before the date of the issuance of the Letter of Credit the following items, each dated such date, in form and substance satisfactory to the Issuing Ban, that the other conditions described below shall have been satisfied and that the costs, expenses and fees due and payable under Section 2.03 and 4.06 hereof shall have been paid: (a) The Issuer, the Borrower and the Trutee shall have duly authorized, executed and delivered the Bond Documents, all in form and substance satisfactory to the Issuing Bank and its counseL. (b) The Bonds shall have been duly reoffered and sold pursuant to the Remarketing Agreement. 0294I-0273/LEGALl493966l. i 5 (c) The repesentations and waranties contained in the Bond Documents shall be tre in all materal respects on the Closing Date with the same effect as though made on and as of that date, and no condition, event or act shall have occrred which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement. (d) The Issuing Ban shall have received from counsel for the Borrwer an opinion in substantially the fonn attached as Exhibit B hereto. (e) The Issuing Bank shall have received frm Bond Counsel an approving opinion in substantially the fonn attched to the Reoffering Circular, (f) All proceedings taken in connection with the execution and delivery of the Bonds shall be reasonably satisfactory to the Issuing Ban and the Issuing Ban shall have received copies of such ceificates, documents and papers as reasonably requested in connection therewith, all in fonn and substance reasonably satisfactory to the Issuing Ban, The Borrower shall supply to the Issuing Ban copies certified by the secetar or an assistant secretary of the Borrower of corporate resolutions in fonn and substance reasonably satisfactory to the Issuing Bank with respect to the authorization of the Bond Documents and the execution thereof by the Borrower, a cerificate of the Secretary or an Assistat Secretar of the Borrower certifying the names and tre signatues of the offcers of the Borrower authorized to sign this Agreement and the related Documents to which it is a pary, the Articles of Incorporation and By-Laws of the Borrower, togeter with all amendments thereto, and a copy of a cerficate issued by the Secreta of State of the State of Oregon issued no more than 30 days preceding the Closing Date, stating that the Borrower is in good standing in the State of Oregon. (g) No law, regulation, ruling or other action of the United States, the State of California or any political subdivision or Issuer therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Issuing Ban from fulfillng its obligations under this Agreement. (h) The Issuing Bank shall have been designated as an "issuing bank" by the Administrative Agent and the Borrower as provided in the Credit Agreement and Borrower provides a Notice of Issuance to the Issuing Bank as required, Section 2. i 7(b) in the Credit Agreement. Section 3.02 Additional Conditions Precedent to Issuance of the Leter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the date of the issuance of the Letter of Credit, the Issuing Bank shall have received such other documents, instruments, approvals and, if requested by the Issuing Bank, cerified duplicates of executed copies thereof, and opinions as the Issuing Bank may reasonably request. 0294I-0273/LEGALJ 4939661.1 6 ARTICLE IV MISCELLANEOUS Sectìon 4,0 I Amendments. Etc, No amendment or waiver of any provision of this Agreement, nor consent to any deparre by the Borrower therefrom, shall in any event be effective uness the same shall be in writing and signed by the Issuing Ban and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purose for which given. Section 4,02 Notices. Etc. All notices and other communications provided for hereunder shall be in writing (including telecopier communication or other electronic means if accompanied by telephonic confinnation of receipt) and mailed, telecopied or delivered as follows: If to the Borrower, at: PacifiCorp 825 N.E. Multnomah St. Portland, Oregon 97232 Attention: Vice President and Treasurer Fax: (503) 813-5673 If to the Issuing Bank, at: Wells Fargo Bank, National Association Corporate Banking - Utilty and power Group 1300 SW 5th A venue, 7th Floor Portland, Oregon 97201 Fax: (503) 886-2211 or, as to each pary, at such other address as shall be designated by such party in a wrtten notice to the other party. All such notices and communications shall, when mailed or te1ecopied, be effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except that notices to the Issuing Bank shall not be effective until received by the Issuing Bank. Section 4.03 No Waiver; Remedies. No failure on the part of the Issuing Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or furter exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 4.04 Indemnification. In addition to the payment of expenses puruant hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrwer agrees to indemnify, pay and hold the Issuing Bank, and the offcers, directors, employees, agents, and affiliates the Issuing Ban (collectively called the "Indemnitees") harless from and against, any and all other liabilties, obligations, losses, damages, penalties, actions, judgments, 02941.Q273/LEGAi.4939661.1 7 suits, claims, costs, expenses and disbursements of any kind or natue whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or theatened, whether or not such Indemnitees shall be designated a pary thereto), that may be imposed on, incured by, or asserted against the Indemnitees, in any maner relating to or arising out of this Agreement or other agreements executed and delivered by the Borrower in connection herewith or with the Bonds or the use or intended use of the Letter of Credit or the lack of any requirement that the Letter of Credit be surrendered with each draw thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any indemnified liabilities arsing from the gross negligence or wilful misconduct of that Indemnitee. To the extent that the underaking to indemnify, payor hold harless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to contribute the maximum porton that it is penitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilties incurred by the Indemnitees or any of them. The Borrower shall not be liable for any settlement without its consent. The Borrower hereby furter indemifies and holds the Indemnified Pares hannless from and against any and all claims, damages, losses, liabilties, costs or expenses which may be incurred or which may be claimed against the Indemnified Paries by any peron or entity: (a) by reason of any inaccuracy or alleged inaccuracy in any materal respect, or any untrue statement or alleged untre statement of any materal fact, contained in the Offcial Statement or any amendment or supplement thereto, or by reason of the omission or alleged omission to state therein a materal fact necessar to make such statements, in the light of the circumstances under which they were made, not misleading; or (b) by reason of or in connection with the execution, deliver or perfonnance of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by the Indenture or the Loan Agreement; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payment under, the Letter of Credit; provided, however, that the Borrower shall not be required to indemnify the Issuing Bank pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the Issuing Bank's wilful failure to make lawful payment under the Letter of Credit after the presentation to it by the Trustee or a successor trstee under the Indentue of a draft and certificate strctly complying with the tens and conditions of the Letter of Credit. Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in Article II. Without prejudice to the survival of any other obligation of the Borrower hereunder, the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the payment in full of amounts payable pursuant to Article II and the tennination of the Letter of Credit. Section 4.05 No Liabilty of the Issuing Ban. The Borrower assumes all risks of the acts or omissions of any beneficiary of the Letter of Credit with respect to its 0294 i -D273/LEGALl493966 i. I 8 administration and utilzation of the LeUer of Credit. Neither the Issuing Ban nor any of its offcers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of beneficiar in connection therewith; or (b) the validity, suffciency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insuffcient, fraudulent or forged; or (c) payment by the Issuing Ban against presentation of documents which, on their face, appear to comply with the ters of the Letter of Credit, even though such documents may fail to bear any reference or adequate reference to the LeUer of Credit or (d) any other circumstances whatsoever in making or failng to make payment under the Letter of Credit in connection with which the Issuing Ban would, pursuant to the Uniform Customs and Practice for Documentar Credits (2007 Revision), Interational Chamber of Commerce Publication No, 600, be absolved from liability. In fuherance and not in limitation of the foregoing, the Issuing Ban may accept documents that appear on their face to be in order, without responsibilty for further investigation, regardless of any notice or information to the contra. Section 4,06 Costs, Expenses and Taxes. The Borrwer agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery, fiing, recording, administration, modification and amendment of this Agreement and any other documents which may be delivered in connection with this Agreeent, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Issuing Ban and local counsel who may be retained by said counsel, with respect thereto and with respect to advising the Issuing Ban as to its rights and responsibilties under this Agreement. The Borrower furter agrees to pay on demand all costs and expenses (including reasonable counsel fees and expenses) in connection with (i) the enforcement (whether though negotiations, legal proceedings or otherwise) of this Agreement and such other documents which may be delivered in connection with this Agreement, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 4,06, or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Ban from paying any amount under the Letter of Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, deliver, filing and recording of this Agreement or the Letter of Credit or any such other documents, and agrees to save the Issuing Bank harless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Section 4.07 Binding Effect. This Agreeent shall become effective when it shall have been executed by the Borrower and the Issuing Ban and thereafter shall be binding upon and inure to the benefit of the Borrower, the Issuing Ban, and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior wrtten consent of the Issuing Ban. Section 4.08 Severabilty. Any provision of this Agrement which is prohibited, unenforceable or not authorized in any jursdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceabilty or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceabilty or legality of such provision in any other jurisdiction. 02941-o273/LEGA L1493966 I .1 9 Section 4.09 Governing Law. This Agreement shall be govered by, and constred in accordance with, the laws of the State of New York except that the authority of the Borrower to execute and delivery this Agreement shall be govered by the laws of the State of Oregon, Section 4,10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE, Section 4.11 Continuing Obligation. This Agreement is a continuing obligation, shall survive the expiration of the Letter of Credit until amounts owed hereunder and under the Credit Agreeent are paid in full and shall (a) be binding upon the Borrower, its successors and assigns, and (b) inure to the benefit of and be enforceable by the Issuing Ban and its successors, transferees and assigns. Section 4.12 Immediate Advance. The Borrwer recognizes that upon issuance of the Letter of Credit, the Issuing Bank is irrevocably bound to honor any and all drafts drawn and presented in compliance with the tenns thereof, up to an aggregate amount equal to the Stated Amount. Accordingly, in order to induce the Issuing Ban to issue the Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrar, the issuance of the Letter of Credit shall be and is deemed to constitute an immediate "advance" in the amount of the Stated Amount for purposes of detennining the respective rights of the Borrower and the Issuing Bank. Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent thereof under the Letter of Credit shall be deeed (i) a cerification by the Borrower that the representations and waranties incorprated by reference in Section 2.04(c) of this Agreement are COrrect in all material respects as of the date of the drawing, and (ii) a cerification by the Borrower that it is in all other respects in compliance with the provisions of this Agreement. Section 4. 14 Facsimile Documents. At the request of the Borrower, the Letter of Credit provides that demands for payment thereunder may be presented to the Issuing Ban by, among other methods, facsimile, The Borrower acknowledges and assumes all risks relating to the use of such facsimile demands for payment and agrees that its obligations under this Agreement, the Credit Agreement and the Related Documents shall remain absolute, unconditional and irrevocable if the Issuing Ban honors such facsimile demands for payment. Section 4.15 Counterars. This Agreement may be executed in counterars by the parties hereto, and each such counterpar shall be considered an original and all shall constitute one and the same instruent. Section 4,16 USA PATRIOT ACT NOTIFICATION. This notice is provided to Borrower pursuant to Section 326 of the USA Patrot Act of 2001, 31 U.S,C. Section 5318. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW 0294I-0273ILEGALl4939661. i 10 ACCOUNT. To help the govenent fight the funding of terrorism and money launderng activities, federal law requires all financial institutions to obtain, verfy and record infonnation that identifies each peron or entity that opens an account, including any deposit accunt, treasury management account, loan, other extension of credit, or other financial serces product. What this means for Borrower: When Borrower opens an account, if Borrower is an individual, the Issuing Bank will ask for Borrower's name, taxpayer identification number, business address, and other infonnation that wil allow the Issuing Bank to identify Borrower. The Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or other identifying documents, and, if Borrower is not an individual, to see Borrwer's legal organizational documents or other identifyng documents. 02941.Q273ILEGALl4939661.1 i i IN WI1NESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective offces thereunto duly authorized as of the date first above written. P ACIFICORP, as Borrower By dL ~ W--~v-'Name: ~c~ ~ (~~5 Title: :;; -- =:re.,r Signature Page to Letter of Credit Agreement Converse County, Wyoming IN WITNESS WHEREOF) the parties hereto have caused this Agreeent to be duly executed and delivered by their respctive offcers thereunto duly authorzed as of the date fitabove wrtten. . WELLS FARGO BANK) NATIONAL ASSOCIATION) as Issuing Ban By Name: Title: \:i ) 1- 'SA. La iq YJ i €.\ JC Vi"ce. tce~uic::t. . Signature Page to Letter of Credit Agreement . Converse County, Wyonung 02941-D273/LEGALl4939661.l EXHIBIT A TO LETTER OF CREDIT AGREEMENT FORM OF LETTER OF CREDIT IRRVOCABLE LETTER OF CREDIT November 19, 2008 Letter of Credit No. NZS630io2 The Ban of New York Mellon Trust Company, N,A, 2 North LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Global Corporate Trust Ladies and Gentlemen: We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds under the Indenture described below, at the request and for the account ofPacifiCorp, an Oregon corporation, our irrevocable letter of credit in the amount of V,S. $8,319,245 (Eight Milion Three Hundred Nineteen Thousand Two Hundred Forty Five Dollar) in connection with the Bonds (as defined below) available with ourselves by sight payment against presentation of one or more signed and dated demands addressed by you to Wells Fargo Ban, National Association, Letter of Credit Operations Office, San Francisco, California, each in the form of Anex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drwing"), or Annex D (a "D Drawing") hereto, with all instrctions in brackets therein being complied with. Each such demand must be presented to us in its original form at the Presentation Offce (as hereinafter defined) or by facsimile transmission of such original form to us at (415) 296-8905. Each such presentation must be made at or before 5:00 p,m. San Francisco time on a Business Day (as hereinafter defined) to our Letter of Credit Operations Offce in San Francisco, California, presently located at One Front Street, 21st Floor, San Francisco, California 94111, (the "Presentation Offce"). This Letter of Credit expires at our Letter of Credit Operations Offce in San Francisco, California on November 19, 2009, but shall be automatically extended, without wrtten amendment to, and shall expire on, November 19,2010 unless on or before October 20,2009, you have received written notice from us sent by express courer or registered mail to your address above or by facsimile transmission to (312) 827-8542 (the "Fax Number"), that we elect not to extend this Letter of Credit beyond November 19, 2009. (The date on which this Letter of Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the first (1st) succeeding Business Day thereafter, wil be hereinafter referred to as the "Expiration Date".) To be effective, the notice from us described in the first sentence of this paragraph must be received by you on or before October 20, 2009. As used herein the ter "Business Day" shall mean a day on which our San Francisco Letter of Credit Operations Offce is open for business. The amount of any demand presented hereunder wil be the amount insered in numbered Paragraph 4 of said demand. By honoring any such demand we make no representation as to the correctness of the amount demanded. 0294I-0273/LEGALl4812262.2 We hereby agree with you that each demand presented hereunder in ful compliance with the terms hereof wil be duly honored by our payment to you of the amount of such demand, in immediately available funds of Wells Fargo Bank, National Association: (i) not later than 10:00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before noon, San Francisco time, or (ii) not later than 10:00 a.m., San Francisco time, on the second Business Day following the Business Day on which such demand is presented to us as aforesaid, if such presentation is made to us after noon, San Fracisco time. Notwithstanding the foregoing, any demand presented hereuder, in full compliance with the terms hereof, for a C Drawing wil be duly honored (i) not later than 11 :30 a.m., San Francisco time, on the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than 11 :00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San Francisco time. If the remittance instrctions included with any demand presented under this Letter of Credit require that payment is to be made by transfer to an account with us or with another ban, we and/or such other bank may rely solely on the account number specified in such instructions even if the account is in the name of a person or entity different from the intended payee, With respect to any demand that is honored hereunder, the total amount of this Letter of Credit shall be reduced as follows: (A) With respect to each A Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the amount of such A Drawing with respec .to all demands presented to us after the time we receive such A Drawing; provided, however, that the amount of such A Drawing shall be automatically reinstated on the eighth (8th) Business Day following the date such A Drawing is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express courier or registered mail or by facsimile transmission to the Fax Number, no later than seven (7) Business Days after such A Drawing is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; (B) With respect to each B Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the sum of (1) the amount inserted as principal in paragraph SeA) of the applicable demand plus (2) the greater of (a) the amount inserted as interest in paragraph S(B) of the applicable demand and (b) interest on the amount inserted as principal in paragraph SeA) of the applicable demand calculated for 48 days at the rate of twelve percent (12%) per annum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest 0294 I -0273/LEGALl48 I 2262.2 2 whole cent) with respect to all demands presented to us after the time we receive such B Drawing and shall not be reinstated; (C) With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demands presented to us after the time we receive such C Drawing by the sum of (1) the amount inserted as principal in paragraph SeA) of the C Drawing plus (2) the greater of (a) the amount inserted as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount insered as principal in paragraph SeA) of the C Drawing calculated for 48 days at the rate of twelve percent (12%) per annum based on a year of365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the Bonds (as defined below) related to such C Drawing are remarketed and the remarketing proceeds are paid to us prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the same number of days, at the same interest rate, and on the basis of a year of the same number of days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cet being rounded upward to the nearest whole cent), with such reinstatement and its amount being promptly advised to you; provided, however, that in no event wil the total amount of all C Drawing reinstatements exceed the total amount of all Letter of Creit reductions made pursuant to this paragraph (C). Upon presentation to us of a D Drawing in compliance with the tenns of this Letter of Credit, no further demand whatsoever may be presented hereunder. No more than one A Drawing which we honor shall be presented to us durng any consecutive twenty-seven (27) calendar day period, No A Drawing which we honor shall be for an amount more than U,S. $129,245. It is a condition of this Letter of Credit that the amount available for drawing under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authorization in the fonn of Anex E to ths Letter of Credit (with all instrctions therein in brackets being complied with) sent to us at the Presentation Offce as a signed and dated original fonn or sent to us as an authenticated SWIFT message at the SWIFT Address. This Letter of Credit is subject to, and engages us in accordance with the terms of, the Uniform Customs and Practice for Documentar Credits (2007 Revision), Publication No. 600 of the International Chamber of Commerce (the "UCP"); provided, however, that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of the UCP wil not be applicable to this Letter of Credit, and provided further that Article 32, the second sentence of Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit. Furhermore, as provided in the first sentence of Article 36 of the UCP, we assume no liabilty or responsibility for consequences arsing out of the interrption of our business by Acts of God, riots, civil commotions, insurrections, wars, acts of terrrism, or by any strikes or lockouts, or any other causes beyond our control. Matters related to this Letter of Credit which are not 0294 I-0273/LEGALl48 12262.2 3 covered by the UCP wil be govered by the laws of the State of California, including, without limitation, the Uniform Commercial Code as in effect in the State of California, excet to the extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit. This Letter of Credit is transferable and may be transfered more than once, but in each case only in the amount of the full unutilized balance hereof to any single transferee who you shall have advised us pursuant to Annex F has succeeded The Ban of New York Mellon Trust Company, N.A. or a successor trustee as Trustee under the Trust Indenture dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October i, 2008, as further amended or supplemented from time to time (the "Indenture") between Convere County, Wyoming (the "Issuer") and The Ban of New York Mellon Trust Company, N.A., as Trustee, pursuant to which U.S. $8, i 90,000 in aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Seres 1994 (the "Bonds") were issued. Transfers may be effected without charge to the transferor and only through ourselves and only upon presentation to us at the Presentation Office of a duly executed instrument of transfer in the form attached hereto as Anex F. Any transfer of this Letter of Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of presentation of demands from our Letter of Credit Operations Offce in San Francisco, California. All payments hereunder shall be made from our own fuds. This Letter of Credit sets fort in full our undertaking, and such underaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement refered to herein (including, without limitation, the Bonds and the Indenture), except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter of Credit; and any such reference shall not be deemed to incorporate herein by reference any document, instrment or agreement except the UCP. WELLS FARGO BANK, NATIONAL ASSOCIATION By: Authorized Signature Letter of Credit Operations Offce Telephone No.: 1-800-798-2815 Facsimile No.: (415) 296-8905 02941..273/LEGALI4812262.2 4 Annex A to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630102 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94 I I i FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT NAME OF BENEFICIARY) (THE "TRUSTEEII) HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WIT REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO. NZS630102 (THE IILEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DA Y", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIV MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE INDENTURE), OF UNPAID INTEREST ON THE BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT). (5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (6) IF THIS DEMAND is RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A,M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF A - i 02941.0273/LEGALl4812262.2 THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY,' (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DA TEl A - 2 02941-o273fLEGALl48 12262.2 Anex B to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630102 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21sT FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WIT REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO. NZS630102 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKIG A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURRENTLY OUTSTANDING. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND is DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDITIS $(INSERT AMOUNT WHICH is THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B) $(lNSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS. (6) THE TRUSTEE HAS CONTACTED OR AITEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH 02941 -0273/LEGALl48 12262.2 B-I CONTACT, WHETHER OR NOT A TlEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10,00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294I-0273/LEGA1l4812262.2 B-2 Annex C to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS6301 02 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ON E FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO, NZS630102 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INENTRE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTNE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRA WN WITH RESPECT TO THE PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF INTEREST DUE ON THE BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH 0294 1-0273/LEGALl48 12262.2 D-l CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAK PAYMENT ON THIS DEMAND AT OR BEFORE l l :30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS DA Y, IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :00 A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 1.(273/LEGALI 48 12262.2 D-2 Annex D to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630102 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21sT FLOOR SAN FRANCISCO, CALIFORNIA 941 1 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WIT REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630102 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENT A TION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (l) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET FORTH IN PARGRAPH 5, BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $IINSERT AMOUNT) BEING DRA WN WITH RESPECT TO THE PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTA nON 02941-G273/LEGALl48 i 2262.2 D-3 OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATIEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO, (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARYl (INSERT SIGNATURE AND DATE) 0294l-0273/LEOALJ 48 J 2262.2 D-4 Annex E to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630102 WELLS FARGO BANK, NATIONAL ASSOCIATION. LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 2 i ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER LETTER OF CREDIT REDUCTION AUTHORIZATION (INSERT NAME OF BENEFICIARY), WITH REFERENCE TO LETTER OF CREDIT NO, NZS630102 ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK"), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT THE BANK DECREASE THE AMOUNT A V AILABLE FOR ORA WINO UNDER THE LETTER OF CREDIT BY $(lNSERT AMOUNT). (FOR SIGNED REDUCTION AUTHORIZATIONS ONLY) (INSERT NAME OF BENEFICIARY) By: (INSERT SIGNATURE) TITLE: (INSERT TITLE) DATE: (INSERT DATE) SIGNATURE GUARANTEED BY (INSERT NAME OF BANK) By: (INSERT NAME AND TITLE) 0294 J -027 3/LEGA LJ 48 J 2262.2 E-l Annex F to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS6301 02 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE One Front Street, 21 st Floor, San Francisco, California, 9411 i FOR THE URGENT ATTENTION OF LETTER OF CRDIT MANAGER (INSERT DATE) Subject: Your Letter of Credit No, NZS6301 02 Ladies and Gentlemen: For value received, we hereby irrevocably assign and transfer all of our rights under the above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or reduced to: (Name of Transferee) (Address of Transferee) By this transfer, all of our rights in the Letter of Credit are transferred to the trnsferee, and the transferee shall have sole rights as beneficiar under the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments, and whether now existing or herafter made, You are hereby irrevocably instrcted to advise future amendment(s) ofthe Letter of Credit to the transferee without our consent or notice to us. The original Letter of Credit is returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred, You are hereby advised that the transferee named above has succeeded The Bank of New York Mellon Trust Company, N.A., or a successor trustee, as Trustee under the Trust Indentue dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1, 2008, as further amended or supplemented from time to time (the "Indenture") between Converse County, Wyoming (the "Issuer") and The Ban of New York Mellon Trust Company, N.A., as Trustee, puruant to which U. S, $8,190,000 in aggregate principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Series 1994 (the "Bonds") were issued. o 2941-o273/LEGALl48 12262.2 F-I Very trly yours, (Insert Name of Transferor) By: (Insert Name and Title) TRANSFEROR'S SIGNATURE GUARANTEED By: (Bank Name) By: (Insert Name and Title) By its signature below, the undersigned transferee acknowledges that it has dulysucceeded or a successor trstee as Trustee under the Indenture. (Insert Name of Transferee) By: (Insert Name and Title) 0294I-0273/LEGALl4812262.2 F-2 02941-D273/LEGALI4939661.1 EXHIBIT B OPINION OF INTERNAL COUNSEL FOR THE BORROWER (Letterhead of MidAmercan Energy Company) November 19,2008 To the parties listed on Schedule I hereto $216,470,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Projects) Series 1994 $9,365,000 Carbon County, Utah $8,190,000 Convere County, Wyoming $121,940,000 Emer County, Utah $15,060,000 Lincoln County, Wyoming $40,655,000 Moffat County, Colorado $21,260,000 Sweetwater County, Wyoming Ladies and Gentlemen: I have served as counsel to PacifiCorp (the "Company") in connection with the execution and delivery by the Company of (a) six separate First Supplemental Loan Agreements, dated as of October 1, 2008 (each a "Supplemental Loan Agreement" and collectively, the "Supplemental Loan Agreements "), between the Company and each of the Issuers listed above (collectively, the "Issuers "), (b) three separate Remarketing Agreeents, dated November 18,2008 (collectively, the "Remarketing Agreements ") among the Remarketing Agents named therein (collectively, the "Remarketing Agents'') and the Company, (c) six separate Release Agreements, dated November 19, 2008 (each a "Release Agreement" and, collectively, the "Release Agreements''), by and among the Company, each of the Issuers, the Bank of New York Mellon Trust Company, N.A., as trutee, and Ambac Assurance Corporation ("Ambae ") and (d) six separate Letter of Credit Agreements, dated November 19, 2008 (each a "Letter of Credit Agreement" and, collectively, the "Letter of Credit Agreements''), by and between the Company and Wells Fargo Ban, National Association, as Issuing Bank. Capitalized tenn used herein and not otherwise defined shall have the meaning assigned such ten in the Reofferng Circular, dated November 11, 2008 (the "ReojJering Circular "), relating to the abovementioned bonds (the "Bonds "). opinion of company counsel (2).doc 870 I 005/RDB/mo I have examined the Indentues, the First Supplemental Indentures, the Loan Agreements, the Supplemental Loan Agreements, the Release Agreeents, the Remarketing Agreeents, the Letter of Credit Agreements, the Reofferng Circular, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds, the Pledge Agreements, the Amended and Restated Credit Agreement dated as of July 6, 2006 among the Company, the bans pary thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Ban, and The Royal Ban of Scotland pic, as Syndication Agent, as amended or supplemented to date (the "2006 Credit Agreement 'J and the Credit Agreement dated as of October 23, 2007 among the Company, the bans party thereto, the Royal Ban of Scotland pic, as Syndication Agent, and Union Ban of California, N.A., as Administrative Agent, as amended or supplemented to date (the "2007 Credit Agreement" and collectively with the 2006 Credit Agreement, the "Credit Agreements ') and such other documents, and have discussed the foregoing documents and such other matters with such offcials of the Company, as I consider necessar and appropriate to enable me to express the opinions stated in this letter. I have relied, to the extent that I deem such reliance proper, upon certificates of public offcials and cerificates of offce of the Company with respect to the accuracy of material factual matter contained therein which were not independently established. I have assumed, with your consent, for the purses of the opinions ex.pressed in this letter, that the Indentures, the First Supplemental Indentures, the Loan Agreements, the Supplemental Loan Agreements, the Release Agreements, the Remarketing Agreements, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds and the Pledge Agreements have been duly authorized, executed and delivered by each par thereto, other than the Company. Based upon the foregoing, it is my opinion that: (a) the Company has been duly incorporated under the laws of the State of Oregon, has corporate power and authority to own its properies and to conduct its business as described in the Reofferng Circular; except as described in the Reoffering Circular, to the best of my knowledge, is duly registered or qualified to do business and is in good standing (to the extent applicable) as a foreign corpration in each jurisdiction in which such registration, qualification or good standing is required (whether by reason of the ownership or leasing of property, the conduct of its business or otherise), excet where the failure to so register or qualify or be in good standing is not reasonably likely to materially adversely affect the abilty of the Company to peronn its obligations under the aforementioned documents; (b) the Company has corprate power and authority to execute and deliver the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Release Agreements and to take all actions required or pemitted to be taken by the Company by or under, and to perfonn and observe the covenants and agreements on its par contained in, the Supplemental Loan Agreements, the Remarketing - 2 - Agreements, the Letter of Credit Agreements, the Credit Agreements and the Release Agreements; (c) the Company has duly taken all corprate action necessar to be taken by it prior to the date hereof for the authorization of: (i) the execution, deliver and peronnance by the Company of the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Releae Agreements; (ii) the distribution of the Reoffering Circular; and (ii) the carng out, giving effect to, consumation and perfonnance by the Company of the transactions and obligations contemplated by the Supplemental Loan Agrements, the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreeents and the Reofferng Circular, provided that no opinion is expressed with respect to compliance with any securities laws; (d) the Release Agreements, the Remarketing Agreeents, the Letter of Credit Agreements and the Supplemental Loan Agreements have been duly authorized, executed and delivered, as the case may be, by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective tenns, except as the enforcement thereof may be limited by banptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or contractual obligations generally or by general principles of equity or judicial discretion and except as rights of indemnification under the Remarketing Agreeent or the Release Agreement may be limited by principles of public policy; (e) the First Mortgage Bonds continue to be pledged to secure the Company's loan payment obligation under each Loan Agrement, as amended and restated by the applicable Supplemental Loan Agreement; (t) the cxecution and delivery by the Company of the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements, the compliance by the Company with the tens, conditions or provisions thereof and the consummation by the Company of the transactions therein contemplated do not and wil not contravene the Third Restated Articles of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order, writ, injunction or decree of any court, federal or state regulatory body, administrative agency or other governmental body applicable to the Company, or result in a breach of any of the tenns, conditions or provisions of, or constitute a default under, the Company Mortgage or any material mortgage, indenture, agrement or instrument to which the Company is a party or by which it or any of its properties is bound and of which I have knowledge or, to the best of my knowledge, and except for the First Mortgage Bonds, result in the creation or imposition of any mortgage, lien, charge or - 3 - encumbrance of any nature whatsoever upon any of the properties or assets of the Company; (g) on and as of the date hereof, all authorizations, consents and approvals of, notices to, registrations or filings with or actions in respct of any goverental body, agency, reguatory authority or other instrmentality or court required to be obtained given or taken on behalf of the Company in connection with the remarketing and public rcoffering of the Bonds, the execution, deliver and peronnance by the Company of the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements have been obtained, given or taken and are in full force and effect, provided that no opinion is expressed with respect to compliance with any securities laws; (h) to the best of my knowledge, other than as described in the Reoffering Circular, the Company has not received notice of or process in any action, suit, proceeding, inquiry or investigation before or by any cour, public board or body pending against the Company, nor is any such action, suit, proceeding, inquiry or investigation pending or threatened against the Company, wherein an unfavorable decision, ruling or finding would have a materal adverse effect on the properies, business, financial condition or results of operations of the Company or the transactions contemplated by the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreeents, the Credit Agreements, the Supplemental Loan Agreeents or the Reoffering Circular, or which would adversely affect the validity or enforceabilty of, or the authority of the Company to perfonn its obligations under, the Remarketing Agreements, the Release Agreements and the Supplemental Loan Agreements or materally adversely affect the abilty ofthe Company to peronn its obligations thereunder; and (i) to the best of my knowledge, the Company is not in default under the Company Mortgage, the Letter of Credit Agreements, the Credit Agreements, the Loan Agreement or any materal indenture or other agreement or instrment govering outstanding indebtedness issued by the Company nor, to the best of my knowledge, has any event occurrd, which event is continuing, which with notice or the passage of time or both would constitute a default under any such document. I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt statu of interest on the Bonds, as to which you have received the opinion, dated this date, of Chapman and Cutler LLP. In addition, i express no opinion as to the application or effect of any securties law to the transactions contemplated by the Reofferng Circular, I express no opinion as to (i) the effect of any insurance law on the transactions contemplated by the Release Agreement, (ii) whether any action, excet the consent of the County as set forth in the Release Agreement, is required for the release of the County's rights, if any, under the municipal bond insurance policy or (iii) the scope of the release, except for the - 4- release by the County of Ambac from Ambac's obligations under the municipal bond insurce policy to pay principal of and interest on the Bonds in the event that the Company fails to make such payments, or whether the tenns of the Release Agreement may be affected by Ambac's purported retention of subrogation rights. Additionally, I advise you that, without having underaken to detenine independently the accuracy or completeness of the statements contained in the Reofferng Circular, except as set forth above, nothing has come to my attention in the course of my paricipation in the preparation of the Reoffering Circular and in the transactions contemplated thereby, or in the peronnance of my duties as Counsel to the Company, or otherwise, that causes me to believe, as of the date hereof, that the Reoffering Circular (except for the financial statements and other financial and statistical data included or incorporated by reference therein, as to which I express no opinion) contains any untrue or misleading statement of a material fact or omits to state any materal fact necessar to make the statements therein, in the light of the circumstances under which they were made, not misleading. The opinions expressed herein are limited to matters governed by the laws of the United States of America and the State of Oregon and, as to the opinions expressed in paragraph (g) above, the laws of the States of California, Idaho, Uta, Washington and Wyoming, that are applicable to PacifiCorp as a regulated public utilty in such states, and I express no opinion as to the law of any other jurisdiction. In renderng the opinions expressed herein, I have relied upon the attached opinion letter of Jeffer B. Erb, Esq" Assistant General Counsel to the Company, as to the matters expressed therein and the opinions expressed herein are subject to all of the assumptions and qualifications recited in the opinion letter attached hereto, I hereby con finn my consent to the use of my name on the cover page and under the caption "CERTAI LEGAL MATTERS" in the Reoffering Circular. This opinion is addressed solely to you in connection with the Remarketing Agreeent and is not to be relied upon by any other person or for any other purposes or quoted or referred to in any public document or fied with any governental agency or other peron, except for inclusion in the transcript of documents relating to the reoffering of the Bonds, without my written consent. v cr truly yours, - 5 - LETTER OF CREDIT AGREEMENT dated November 19,2008 by and among PACIFICORP, as the "Borrower" and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the "Issuing Ban" $15,060,000 Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds, Seres 1994 (PacifiCorp Project) 02941-0273/LEGALJ4939623.1 ARTICLE I Section 1.01 Section 1.02 ARTICLE II Table of Contents Page DEFINITIONS.. ......... .... ... ........., ......, .....,..,.,..... ,..,....,',... ,..", ,...,.,'" .," ,.,......... i Cern Defined Tens........................................................,................ 1 Relation to Other Documents................"..................,.......................... 3 AMOUN AND TERMS OF THE LEITER OF CREDIT ............................3 Section 2.01 The Letter of Credit .........................................,................................... 3 Section 2.02 Ten.........................................,...........................................................3 Section 2.03 Fees .........,..,..,..,.............................................,.................,...............,...3 Section 2.04 Credit Agreeent........,....,..,......,',.,..,.,.,.........................,"',.....,........,.4 Section 2.05 Extension of the Expiration Date...,..................................................... 5 ARTICLE II CONDITIONS OF ISSUANCE ...................................................................... 5 Section 3.01 Section 3.02 ARTICLE IV Section 4.01 Section 4,02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 4.07 Section 4,08 Section 4,09 Section 4, i 0 Section 4.1 1 Section 4.12 Section 4. i 3 Section 4. 14 Section 4, i 5 Section 4. i 6 Conditions Precedent to Issuance of the Letter of Credit ..................,.5 Additional Conditions Precedent to Issuance of the Letter of Credit.......,..........,......,...............................,.,"..........,....,......,.....,.........6 MISCELLANEOUS ......................,',...........,..,,",.....,....,...,.,.".,',.,...,',.,.......... 7 Amendments, Etc..................................................................,..,........... 7 Notices, Etc...,...,..................................,.........................,..................... 7 No Waiver; Remedies .......................................................................... 7 Indemnification .,........."....."....."....,................................,................... 8 No Liabilty of the Issuing Ban............................ .............................. 9 Costs, Expenses and Taxes... ................ ......... .... ...... .............. ....... ....... 9 Binding Effect...........................,...,...............................,.......,..............9 Severability ,....,",.....,",....".........".....,',......."..................................,.10 Governing Law .,..............................................................,......,.......... 10 OREGON STATE NOTICE.............................................................. 10 Continuing Obligation ........................,.,...................................,........ 10 Immediate Advance,............................. .................. ........................... 10 Drawing a Certification........ ................. ......... ..................... ...... ......... 10 Facsimile Documents,.,.,.................,...........,........,........,.,.....".,...,..... 10 Counterpars.....................................,................................................. i 1 USA PATRIOT ACT NOTIFICATION ........................................... i 1 EXHIBIT A FORM OF IRRVOCABLE LEITER OF CREDIT 02941.0273/LEGALl4939623. i LETTER OF CREDIT AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated November 19, 2008 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the hereinafter descrbed Letter of Credit (the "Issuing Bank"). Certain ters used herein are defined in Article I of this Agreement. RECITALS: (1 ) (2) (3) the Bonds, The Borrower has entered into the Credit Agreement. The Issuer has heretofore issued the Bonds pursuant to the Indenture. The Issuer and the Borrower have entered into the Loan Agreement peraining tö (4) Under the Loan Agreement the Borrower has agreed to cause the Bonds to be secured by an irrevocable direct pay letter of credit. (5) In order to reduce interest costs on the Bonds, and to induce the purchase of the Bonds, the Borrower has requested that the Issuing Ban issue its irrevocable transferable letter of credit as described herein. (6) The Issuing Ban is wiling to issue the letter of credit in substatially the form attached hereto as Exhibit A on the terms set forth in the Credit Agreement as supplemented herein. NOW, THEREFORE, in consideration of the premises, including the benefits to be realized by Borrower as above described, and in order to induce the Issuing Bank to issue the Letter of Credit, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Cerin Defined Terms. Unless otherise defined in this Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the meanings respectively indicated therein. As used in this Agreeent, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "A Drawing" means a drawing under the Letter of Credit pursuant to Annex A to the Letter of Credit. "Administrative Agent" means JPMorgan Chase Ban, N.A. in its capacity as Administrative Agent under the Credit Agreement, and its successors in such capacity. 0294I-0273/LEGALJ4939623. I "A vailable Amount" shall mean the total amount available to be drawn under the Letter of Credit, as the same may be reduced and reinstated from time to time in accordance with the provisions of the Letter of Credit. "B Drawing" means a drawing under the Letter of Credit pursuant to Annex B to the Letter of Credit. "Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (ii) the Remarketing Agreement, (iv) the Release Agreement, (v) this Agreement and (vi) any other document executed by the Borrower in connection with the issuance, reofferng or sale of the Bonds. "Bonds" or "Bonds" shall mean Issuer's $ I 5,060,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series 1994. "Business Day" has the meaning assigned thereo in the Letter of Credit. "C Drawing" means a drawing under the Letter of Credit pursuant to Annex C to the Letter of Credit. "Closing Date" shall mean November 19,2008. "Credit Agreement" means that certain Amended and Restated Credit Agreement dated as of July 6, 2006, among the Borrower, various banks identified therein, the Administrative Agent and The Royal Ban of Scotland pIc, as Syndication Agent, as amended or supplemented from time to time. "0 Drawing" means a drawing under the Letter of Credit pursuant to Anex D to the Letter of Credit. "Expiration Date" shall have the meaning assigned to such tenn in the Letter of Credit. "Indentu" shall mea that ceain Trut Indenture dated as of November i, i 994 between the Issuer and the Trustee, as amended, supplemented and restated though and including the date hereof. "Issuer" shall mean Lincoln County, Wyoming, and its lawful successors and assigns. "Letter of Credit" means the irrevocable direct pay letter of credit issued by the Issuing Ban to the Trustee to sec payment of the Bonds, substtially in the form of Exhbít A attched hereto. "Loan Agreement" shall mean the Loan Agreeent dated as of November i, 1994 betwee the Borrower and the Issuer, as amended, supplemented and restated though and including the date hereof. "Offcial Statement" meas the Reofferng Circular dated November 1 i, 2008 relating to the Bonds, together with the documents incorprated therein by reference. 02941.Q273/LEGALl4939623. J 2 "Pledged Bonds" has the meaning assigned thereto in the Indenture. "Release Agreement" means the Release Agreement dated as of November 19, 2008, by and among the Borrower, the Issuer, the Trustee, and Ambac Assurance Corpration. "Remarketing Agent" means the placement or remarketing agent at the time serng as such under the Remarketing Agreement and designated as the Remarketing Agent for puroses of the Indenture. The current Remarketing Agent is Bane of Amerca Securities LLC. "Remarketing Agreement" meas the Remarketing Agreement dated November 18, 2008 between the Borrower and the Remarketing Agent, as from time to time amended or supplemented, or if such Remarketing Agreement shall be terminated, then such other agreeent which may from time to time be entered into with any Remarketing Agent with respect to the remarketing or placement of the Bonds, "Trustee" mean The Ban of New York Mellon Trust Company, N.A., or any successor trstee under the Indentue. Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreeent or any related document. To the extent any provision of this Agreement conflcts with any provision of the Credit Agreement or any other Related Document to which the Borrower and the Issuing Bank are parties, the provisions of this Agreement shall control as between the Borrower and the Issuing Bank. ARTICLE II AMOUNT AND TERMS OF THE LETTER OF CREDIT Section 2.01 The Letter of Credit. Subject to the ters and conditions of this Agreement, the Issuing Ban agrees to issue the Letter of Credit to the Trutee as beneficiar on the Closing Date. The Letter of Credit shall be in the original stated amount of $15,297,660 consisting of (i) $15,060,000 to pay principal of the Bonds, plus (ii) 48 days' interest on said principal amount computed at the rate of twelve percent (12%) per anum calculated on the basis of a 365 day year and actual days elapsed, in the amount of $237,660, Section 2.02 Credit. Term. The Letter of Credit wil expire as provided in the Letter of Section 2.03 Fees. The Borrower hereby agrees to pay to the Issuing Ban, the following non-refundable fees: (a) a letter of credit fronting fee calculated at the anual rate of 0.125% on the total stated amount of the Letter of Credit and payable in arrears on each "Quarerly Payment Date" (as defined in the Credit Agreement) beginning on December 31, 2008 (with the initial such fee payment to be pro-rated to reflect that the Letter of Credit is being issued as of the date of this Agreement) and which shall otherise accrue and be o 294I-0273/LEGALl4939623.I 3 calculated consistent with the provisions of the Credit Agreement and which shall continue to the Expiration Date (including any extension thereof); (b) upon each draw upon the Letter of Credit by the Trustee, the Borrower agrees to pay to the Issuing Bank promptly upon its demand therefor a fee of $250 for the administration of a draw request; (c) an extension fee in the amount then customarily assessed by the Issuing Ban for extensions of letters of credit of the same or similar type and amount as the Letter of Credit, together with any fees and costs incur by the Issuing Ban in connection therewith, for each extension (if any) of the Expiration Date beyond November 19,2010; (d) a transfer fee in the amount then customarily assessed by the Issuing Ban for transfers of letters of credit of the same or similar type and amount as the Letter of Credit, together with any fees and costs incurred by the Issuing Ban in connection therewith; and (e) an amendment fee in the amount then customarly assessed by the Issuing Ban, plus the Issuing Ban's fees and costs, payable on the day of any amendment to the Letter of Credit, incurred in connection with such amendment. As used herein, "amendment" means any wrtten change to the Letter of Credit, or issuace and delivery of an amended, substituted, replacement, or additional letter of credit, including any documents the Issuing Ban determines to issue to reflect any reinstatement (other than an automatic reinstatement) of any portion of the stated amount of the Letter of Credit. Section 2,04 Credit Agreement. (a) The Borrower has requested the Issuing Bank to issue the Letter of Credit pursuant to the terms and conditions of the Credit Agreement, including, without limitation, Section 2.17 thereof. The paries hereto covenant and agree that the provisions of the Credit Agreement shall apply to and govern with respect to the issuance of the Letter of Credit, the Letter of Credit Liabilties arising as a result thereof and all other matters relating thereto. (b) The Borrower acknowledges and agrees that for all purposes hereunder and under the Credit Agreement, including without limitation for purposes of deterining the "Payment Date" and the date from which interest shall accrue on any Reimbursement Obligation under Section 2.17(c) of the Credit Agreement, (1) the Borrower shall be deemed to have notice of any A Drawing or B Drawing on the Leter of Credit on the Business Day preceding such drawing and (2) the Borrower shall be deemed to have notice of any C Drawing or D Drawing on the Letter of Credit by 10:00 A.M. (New York City time) on the date of such drawing, (c) The Borrower hereby represents and warrants that (1) the representations and waranties contained in Section 4.04(b) and Section 4,05 of the Credit Agreement are true on and as of the date of the issuace of the Letter of Credit; 0294 1-D273/LEGALI 4939623. I 4 (2) After the issuance of the Letter of Credit, the Total Outstanding Amount will not exceed the Total Commitment and the aggregate amount of the Letter of Credit Liabilities shall not exceed $200,000,000; (3) Immediately prior to and after the issuance of the Letter of Credit, no Default shall have occurred and be continuing under the Credit Agreement; (4) The representations and waranties of the Borrower contained in the Bond Documents and the Credit Agreement are correct on and as of the date of issuance of the Letter of Credit, before and after giving effect to such issuance, as though made on and as of such date; (5) No petition by or against the Borrower has at any time been filed under the United States Bankptcy Code or under any similar act; and (6) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution of this Agreement or the Bond Documents, which constitutes an Event of Default under the Credit Agreement or would constitute an Event of Default under the Credit Agrement but for the requirement that notice be given or time elapse or both. Section 2,05 Extension of the Expiration Date, If the Issuing Ban intends to elect not to extend the then current Expiration Date set forth in the Letter of Credit, the Issuing Ban shall provide wrtten notice to the Borrower of such intention on or before August 2 i, 2009. In addition, if the Issuing Ban makes such election to not extend the scheduled Expiration Date, the Issuing Ban shall provide written notice of the Issuing Ban's election to the Trustee on or before October 20, 2009. The determination whether to extend the Expiration Date shall be in the independent absolute discretion of Issuing Bank. ARTICLE II CONDITIONS OF ISSUANCE Section 3.01 Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Ban to issue the Letter of Credit is subject to the conditions precedent that the Issuing Ban shall have received on or before the date of the issuance of the Letter of Credit the following items, each dated such date, in form and substance satisfactory to the Issuing Ban, that the other conditions descrbed below shall have been satisfied and that the costs, expenses and fees due and payable under Section 2.03 and 4.06 hereof shall have been paid: (a) The Issuer, the Borrower and the Trustee shall have duly authorized, executed and delivered the Bond Documents, all in form and substance satisfactory to the Issuing Bank and its counseL. (b) The Bonds shall have been duly reoffered and sold pursuant to the Remarketing Agreement. 0294 1-0273/LEGALl4939623. I 5 (c) The representations and waranties contained in the Bond Documents shall be tre in all material respects on the Closing Date with the same effect as though made on and as of that date, and no condition, event or act shall have occured which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement. (d) The Issuing Ban shall have received from counsel for the Borrower an opinion in substantially the form attached as Exhibit B hereto. (e) The Issuing Ban shall have received from Bond Counsel an approving opinion in substantially the form attached to the Reoffering Circular. (t) All proceedings taken in connection with the execution and deliver of the Bonds shall be reasonably satisfactory to the Issuing Bank and the Issuing Ban shall have received copies of such certficates, documents and papers as reasonably requested in connection therewith, all in form and substance reasonably satisfactory to the Issuing Bank. The Borrower shall supply to the Issuing Ban copies cerified by the secretar or an assistant secretary of the Borrower of corporate resolutions in form and substance reasonably satisfactory to the Issuing Ban with respect to the authorization of the Bond Documents and the execution thereof by the Borrower, a cerificate of the Secretar or an Assistant Secretar of the Borrwer cerifying the names and tre signatures of the officers of the Borrower authorized to sign this Agreement and the related Documents to which it is a party, the Arcles of Incorporation and By-Laws of the Borrower, together with all amendments thereto, and a copy of a certificate issued by the Secretary of State of the State of Oregon issued no more than 30 days preceding the Closing Date, stating that the Borrower is in good standing in the State of Oregon, (g) No law, regulation, ruling or other action of the United States, the State of California or any political subdivision or Issuer therein or thereof shall be in effect or shall have occurred, the effect of which would be to' prevent the Issuing Ban from fulfillng its obligations under this Agreement. (h) The Issuing Bank shall have been designated as an "issuing ban" by the Administrative Agent and the Borrower as provided in the Credit Agreement and Borrower provides a Notice of Issuance to the Issuing Bank as required, Section 2.I7(b) in the Credit Agreement. Section 3.02 Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the date of the issuance of the Letter of Credit, the Issuing Ban shall have received such other documents, instruments, approvals and, if requested by the Issuing Bank, certified duplicates of executed copies thereof, and opinions as the Issuing Bank may reasonably request. 02941-D273/LEGALl4939623.1 6 ARTICLE IV MISCELLANEOUS Section 4.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departe by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Issuing Ban and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 4.02 Notices, Etc. All notices and other communications provided for hereunder shall be in wrting (including telecopier communication or other electronic means if accompanied by telephonic confinnation of receipt) and mailed, telecopied or delivered as follows: If to the Borrower, at: PacifiCorp 825 N.E. Multnomah St. Portland, Oregon 97232 Attention: Vice President and Treasurer Fax: (503) 8 13-5673 If to the Issuing Ban, at: Wells Fargo Ban, National Association Corporate Banking - Utilty and power Group 1300 SW 5th A venue, ih Floor Portland, Oregon 97201 Fax: (503) 886-221 i or, as to each party, at such other address as shall be designated by such pary in a written notice to the other party. All such notices and communications shall, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except that notices to the Issuing Bank shall not be effective until received by the Issuing Ban. Section 4.03 No Waiver: Remedies. No failure on the par of the Issuing Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or fuher exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 4.04 Indemnification. In addition to the payment of expenses pursuant hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold the Issuing Bank, and the offcers, directors, employees, agents, and affliates the Issuing Bank (collectively called the "Indemnitees") hannless from and against, any and all other liabilties, obligations, losses, damages, penalties, actions, judgments, 0294 J-)273/LEGALl4939623.1 7 suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnitees, in any maner relating to or arsing out of this Agreement or other agreements executed and delivered by the Borrower in connection herewith or with the Bonds or the use or intended use of the Letter of Credit or the lack of any requirement that the Letter of Credit be surrendered with each draw thereon (the "indemnified liabilties"); provided that the Borrower shall have no obligation to an Indemitee hereunder with respect to any indemnified liabilities arsing from the gross negligence or wilful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, payor hold harless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilties incurred by the Indemitees or any of them. The Borrower shall not be liable for any settlement without its consent. The Borrower hereby furter indemnifies and holds the Indemnified Paries harless from and against any and all claims, damages, losses, liabilties, costs or expenses which may be incured or which may be claimed against the Indemified Parties by any peron or entity: (a) by reason of any inaccuracy or alleged inaccuracy in any materal respect, or any untrue statement or alleged untre statement of any material fact, contained in the Offcial Statement or any amendment or supplement thereto, or by reason of the omission or alleged omission to state therein a material fact necessar to make such statements, in the light of the circumstances under which they were made, not misleading; or (b) by reason of or in connection with the execution, deliver or performance of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by the Indenture or the Loan Agreement; or (c) by reason of or in connection with the execution and deliver or transfer of, or payment or failure to make payment under, the Letter of Credit; provided, however, that the Borrower shall not be required to indemnify the Issuing Ban pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the Issuing Bank's wilful failure to make lawful payment under the Letter of Credit after the presentation to it by the Trustee or a successor trstee under the Indenture of a draft and cerificate strctly complying with the ters and conditions of the Letter of Credit. Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in Article n. Without prejudice to the survival of any other obligation of the Borrower hereunder, the indemnities and obligations of the Borrower contained in this Section 4.04 shall surive the payment in full of amounts payable pursuant to Article II and the termination of the Letter of Credit. Section 4.05 No Liabilty of the Issuing Ban, The Borrwer assumes all risks of the acts or omissions of any beneficiary of the Letter of Credit with respect to its 0294I-0273/LEGALl4939623. i 8 administration and utilization of the Letter of Credit. Neither the Issuing Ban nor any of its offcers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of beneficiar in connection therewith; or (b) the validity, suffciency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insuffcient, fraudulent or forged; or (c) payment by the Issuing Ban against presentation of documents which, on their face, appear to comply with the tenus of the Letter of Credit, even though such documents may fail to bear any reference or adequate reference to the Letter of Credit or (d) any other circumstances whatsoever in making or failng to make payment under the Letter of Credit in connection with which the Issuing Ban would, pursuant to the Unifonu Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, be absolved from liability. In furterance and not in limitation of the foregoing, the Issuing Ban may accept documents that appear on their face to be in order, without responsibilty for fuer investigation, regardless of any notice or infonnation to the contrary, Section 4,06 Costs. Expenes and Taxes. The Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, deliver, fiing, recording, administration, modification and amendment of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Issuing Ban and local counsel who may be retained by said counsel, with respect thereto and with respect to advising the Issuing Bank as to its rights and responsibilties under this Agreement. The Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel fees and expenes) in connection with (i) the enforcement (whether through negotiations, legal proceeings or otherise) of this Agreement and such other documents which may be delivered in connection with this Agreeent, including, without limitation, reaonable counsel fees and expenses in connection with the enforceent of rights under this Section 4.06, or (ii) any action or proceeding relating to a cour order, injunction, or other process or decree restraining or seeking to restrain the Issuing Ban from paying any amount under the Letter of Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or detennined to be payable in comiection with the execution, deliver, filing and recording of this Agreement or the Letter of Credit or any such other documents, and agrees to save the Issuing Bank hanless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Section 4.07 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Issuing Bank and thereafter shall be binding upon and inure to the benefit of the Borrower, the Issuing Bank, and their respective successors and assigns, except that the Borrwer shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Issuing Bank. Section 4.08 Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jursdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceabilty or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceabilty or legality of such provision in any other jursdiction. o 2941-D273/LEGALl4939623.I 9 Section 4.09 Govering Law, This Agreement shall be govered by, and construed in accordance with, the laws of the State of New York except that the authority of the Borrower to execute and delivery this Agreement shall be governed by the laws of the State of Oregon, Section 4.10 OREGON STATE NOTICE, UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE. Section 4.11 Continuing Obligation. This Agreement is a continuing obligation, shall survive the expiration of the Letter of Credit until amounts owed hereunder and under the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors and assigns, and (b) inure to the benefit of and be enforceable by the Issuing Ban and its successors, transferees and assigns. Section 4.12 Immediate Advance. The Borrower recgnizes that upon issuance of the Letter of Credit, the Issuing Ban is irrevocably bound to honor any and all drafts drawn and presented in compliance with the ters thereof, up to an aggregate amount equal to the Stated Amount. Accordingly, in order to induce the Issuing Ban to issue the Letter of Credit, the Borrower agrees that, notwithstanding anyting herein to the contrary, the issuance of the Letter of Credit shall be and is deemed to constitute an immediate "advance" in the amount of the Stated Amount for purposes of determining the respective rights of the Borrower and the Issuing Bank. Section 4.13 Drawing a Cerification. Each drawing by the Trustee or any agent thereof under the Letter of Credit shall be deemed (i) a certification by the Borrower that the representations and waranties incorporated by reference in Section 2.04(c) of this Agreement are correct in all material respects as of the date of the drawing, and (ii) a cerification by the Borrower that it is in all other respects in compliance with the provisions of this Agreement. Section 4.14 Facsimile Documents. At the request of the Borrower, the Letter of Credit provides that demands for payment thereunder may be presented to the Issuing Ban by, among other methods, facsimile. The Borrower acknowledges and assumes all risks relating to the use of such facsimile demands for payment and agrees that its obligations under this Agreement, the Credit Agreement and the Related Documents shall remain absolute, unconditional and irrevocable if the Issuing Ban honors such facsimile demands for payment. Section 4, i 5 Counterpars. This Agreement may be executed in counterpars by the paries hereto, and each such counterpar shall be considered an original and all shall constitute one and the same instrument. Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U .S.C. Section 5318. IMPORTANT INFORMA TION ABOUT PROCEDURES FOR OPENING A NEW 0294 1.Q273/LEGALl4939623. I 10 ACCOUNT. To help the governent fight the funding of terorism and money launderng activities, federal Jaw requires all financial institutions to obtain, verify and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial serces product. What this means for Borrower: When Borrower opens an account, if Borrower is an individual, the Issuing Ban wil ask for Borrower's name, taxpayer identification number, business address, and other information that wil allow the Issuing Ban to identify Borrower. The Issuing Ban may also ask, if Borrower is an individual, to see Borrower's drver's license or other identifyng documents, and, if Borrower is not an individual, to see Borrower's legal organizational documents or other identifying documents. 0294 1-Q273/LEGALI 4939623. I 1 i IN WITNESS WHEREOF, the paries hereto have caused ths Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written. PACIFICORP, as Borrower ~~&,~~~t~ Title: \R q,.,è \ 'W:"M.ce/j Signature Page to Letter of Credit Agreement Lincoln County, Wyoming IN WITNESS WHEREOF, the pares herto have caused this Agrement to be duly executed and delivered by their respective offcers thereunto duly authorized as of the date first above written. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Ban By Name: Title: _ J oJ ldtt l?eîfa ~;t~ Signature Page to Letter of Credit Agreement Lincoln County, Wyoming 0294 1-0273/LEGALI 4939623. I EXHIBIT A TO LEITER OF CREDIT AGREEMENT FORM OF LEITER OF CREDIT IRRVOCABLE LETTER OF CREDIT November 19,2008 Letter of Credit No. NZS630105 The Bank of New York Mellon Trust Company, N.A. 2 North LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Global Corprate Trust Ladies and Gentlemen: We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds under the Indenture described below, at the request and for the account ofPacifiCorp, an Oregon corpration, our irrevocable letter of credit in the amount of U.S. $15,297,660 (Fifteen Milion Two Hundred Ninety Seven Thousand Six Hundred Sixty Dollar) in connection with the Bonds (as defined below) available with ourselves by sight payment against presentation of one or more signed and dated demands addressed by you to Wells Fargo Ban, National Association, Letter of Credit Operations Offce, San Francisco, California, each in the form of Anex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drawing"), or Anex D (a "D Drawing") hereto, with all instrctions in brackets therein being complied with. Each such demand must be presented to us in its original form at the Presentation Offce (as hereinafter defined) or by facsimile transmission of such original form to us at (415) 296~8905. Each such presentation must be made at or before 5:00 p.m, San Francisco time on a Business Day (as hereinafter defined) to our Lettcr of Credit Operations Offce in San Francisco, California, presently located at One Front Street, 21st Floor, San Francisco, California 94111, (the "Presentation Office"). This Letter of Credit expires at our Letter of Credit Operations Offce in San Fracisco, California on November 19, 2009, but shall be automatically extended, without wrtten amendment to, and shall expire on, November 19, 2010 unless on or before October 20, 2009, you have received written notice from us sent by express courer or registered mail to your address above or by facsimile transmission to (312) 827-8542 (the "Fax Number"), that we elect not to extend this Letter of Credit beyond November 1 9, 2009. (The date on which this Letter of Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the first (1 st) succeeding Business Day thereafter, wil be hereinafter refered to as the "Expiration Date".) To be effective, the notice from us described in the first sentence of this paragraph must be received by you on or before October 20,2009. As used herein the term "Business Day" shall mean a day on which our San Francisco Letter of Credit Operations Offce is open for business. The amount of any demand presented hereunder wil be the amount insered in numbered Paragrph 4 of said demand. By honoring any such demand we make no representation as to the correctness of the amount demanded. 0294 I "(273/LEGALl48l2287.2 We hereby agree with you that each demand presented hereunder in full compliance with the terms hereof wil be duly honored by our payment to you of the amount of such demand, in immediately available funds of Wells Fargo Bank, National Association: (i) not later than i 0:00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before noon, San Francisco time, or (ii) not later than 10:00 a.m., San Francisco time, on the second Business Day following the Business Day on which such demand is presented to us as aforesaid, if such presentation is made to us after noon, San Francisco time. Notwithstanding the foregoing, any demand presented hereunder, in full compliance with the terms hereof, for a C Drawing wil be duly honored (i) not later than 11 :30 a.m., San Francisco time, on the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than i 1 :00 a,m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us after 9:00 a,m., San Francisco time. If the remittance instructions included with any demand presented under this Letter of Credit require that payment is to be made by transfer to an account with us or with another ban, we and/or such other ban may rely solely on the account number specified in such instrctions even if the account is in the name of a person or entity di fferent from the intended payee. With respet to any demand that is honored hereunder, the total amount of this Letter of Credit shall be reduced as follows: (A) With respect to each A Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the amount of such A Drawing with respect to all demands presented to us after the time we receive such A Drawing; provided, however, that the amount of such A Drawing shall be automatically reinstated on the eighth (8th) Business Day following the date such A Drawing is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express courier or registered mail or by facsimile transmission to the Fax Number, no later than seven (7) Business Days after such A Drawing is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; (B) With respect to each B Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the sum of (1) the amount insered as principal in paragraph 5(A) of the applicable demand plus (2) the greater of (a) the amount insered as interest in paragraph 5(B) of the applicable demand and (b) interest on the amount inserted as principal in paragraph 5(A) of the applicable demand calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest 0294 i .0273/LEGAL148 12287.2 2 whole cent) with respect to all demands presented to us after the time we receive such B Drawing and shall not be reinstated; (C) With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demands presented to us after the time we receive such C Drawing by the sum of (1) the amount insered as principal in paragraph SeA) of the C Drawing plus (2) the greater of (a) the amount insered as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount inserted as principal in pargraph SeA) of the C Drawing calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the Bonds (as defined below) related to such C Drawing are remarketed and the remarketing proceeds are paid to us prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the same number of days, at the same interest rate, and on the basis of a year of the same number of days as is specified in (2)(b) of this paragraph (C) (with any frction of a cent being rounded upward to the neaest whole cent), with such reinstatement and its amount being promptly advised to you; provided, however, that in no event will the tota amount of all C Drawing reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this paragraph (C), Upon presentation to us of a D Drawing in compliance with the terms of this Letter of Credit, no fuer demand whatsoever may be presented hereunder. No more than one A Drawing which we honor shall be presented to us durng any consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for an amount more than U.S, $237,660. It is a condition of this Letter of Credit that the amount available for drawing under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authorization in the form of Annex E to this Letter of Credit (with all instrctions therein in brackets being complied with) sent to us at the Presentation Offce as a signed and dated original form or sent to us as an authenticated SWIFT message at the SWIFT Address. This Letter of Credit is subject to, and engages us in accordance with the terms of, the Uniform Customs and Practice for Documentar Credits (2007 Revision), Publication No. 600 of the International Chamber of Commerce (the "UCP"); provided, however, that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of the UCP wil not be applicable to this Letter of Credit, and provided furter that Article 32, the second sentence of Article 36, and subsection (e) of Article 38 of the UCP shaH not apply to this Letter of Credit. Furthermore, as provided in the first sentence of Article 36 of the UCP, we assume no liabmty or responsibilty for consequences arising out of the interption of our business by Acts of God, riots, civil commotions, insurections, wars, acts of terorism, or by any strikes or lockouts, or any other causes beyond our control. Matters related to this Letter of Credit which are not 0294 i -02731LEGALl4812287.2 3 covered by the UCP wil be governed by the laws of the State of California, including, without limitation, the Uniform Commercial Code as in effect in the State of California, except to the extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit. This Letter of Credit is transferable and may be transferred more than once, but in each case only in the amount of the full unutilized balance hereof to any single tranferee who you shall have advised us pursuant to Anex F has succeeded The Ban of New York Mellon Trust Company, N.A. or a successor trstee as Trustee under the Trust Indenture dated as of November i, 1994, as amended and restated by a First Supplemental Trut Indenture dated as of October 1, 2008, as further amended or supplemented from time to time (the "Indentue") between Lincoln County, Wyoming (the "Issuer") and The Ban of New York MeJlon Trust Company, N.A., as Trustee, pursuant to which U.s. $15,060,000 in aggregate principal amount of the Issuer's Pollution Control Revenue Refuding Bonds (PaeifiCoip Project) Seres 1994 (the "Bonds") were issued. Transfers may be effeced without charge to the transferor and only through ourselves and only upon presentation to us at the Presentation Offce of a duly executed instrment of transfer in the form attached hereto as Annex F, Any transfer of this Letter of Creit as aforesaid must be endorsed by us on the revere hereof and may not change the place of presentation of demands from our Letter of Credit Operations Offce in San Francisco, California. All payments hereunder shall be made from our own fuds. This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrent or agreement refered to herein (including, without limitation, the Bonds and the Indenture), except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter of Credit; and any such reference shall not be deemed to incoiporate herein by reference any document, instrment or agreement except the UCP. WELLS FARGO BANK, NATIONAL ASSOCIATION By: Authorized Signature Letter of Credit Operations Offce Telephone No.: 1-800-798-2815 Facsimile No.: (4 i 5) 296-8905 0294 1-0273/LEGALI 48 12287.2 4 Annex A to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS6301 05 WELLS FARGO BANK, NATIONAL ASSOCIA nON LETTER OF CREDIT OPERA nONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630105 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENT A nON OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE INDENTURE), OF UNPAID INTEREST ON THE BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT), (5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (6) IF THIS DEMAND is RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF A-I 0294 1-G273/LEGALl48 I 2287.2 THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) A -2 0294 I "(273/LEGALl48 12287.2 Annex B to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. NZS63010S WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21sT FLOOR SAN FRANCISCO, CALIFORNIA 941 1 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE 11 BANK") WIT REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO. NZS630105 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURRENTLY OUTSTANDING. (3) THE AMOUNT OF THIS DEMAND FOR PA YMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNTJ BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS. (6) THE TRUSTEE HAS CONTACTED OR AITEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH 02941-0273/LEGALl4812287.2 B-1 CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO, (7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE i 0.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE i 0:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 i .0273ILEGALl48 12287.2 B-2 Annex C to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630105 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STRET, 2 i ST FLOOR SAN FRANCISCO, CALIFORNIA 94 i i i FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630105 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE, (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT OF THIS DEMAND is EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BETNG DRA WN WITH RESPECT TO THE PA YMENT OF PRINCIPAL OF THE BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF INTEREST DUE ON THE BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENT A TION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH 0294 i '(273/LEGALl48 12287.2 D-l CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :30 A.M" SAN FRANCISCO TIME, ON SAID BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11:00 A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 02941'(273/LEGALl4812287.2 D-2 Annex D to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630105 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO, NZS630105 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET FORTH IN PARAGRAPH 5, BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR AITEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION 0294 1-D273/LEGALl48 12287.2 D-3 OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 02941.0273/LEGALl48 i 2287.2 D-4 Annex E to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. NZS630 i 05 WELLS FARGO BANK, NATIONAL ASSOCIATION. LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 9411 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER LETTER OF CREDIT REDUCTION AUTHORIZATION (INSERT NAME OF BENEFICIARY), WITH REFERENCE TO LEITER OF CREDIT NO. NZS630105 ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK"), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING UNDER THE LEITER OF CREDIT BY $(INSERT AMOUNT). (FOR SIGNED REDUCTION AUTHORIZATIONS ONLY) IINSERT NAME OF BENEFICIARY) By: (INSERT SIGNATURE) TITLE: (INSERT TITLE) DATE: (INSERT DATE) SIGNATURE GUARANTEED BY (INSERT NAME OF BANK) By: (INSERT NAME AND TITLEI 02941..273/LEGAL i 48 i 2287.2 E-1 Annex F to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630105 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE One Front Street, 2 i st Floor, San Francisco, California, 94 i i i FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT DATE) Subject: Your Letter of Credit No, NZS63010S Ladies and Gentlemen: For value received, we hereby irrevocably assign and transfer all of our rights under the above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or reduced to: (Name of Transferee) (Address of Transferee) By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments, and whether now existing or hereafter made, You are hereby irrevocably instrcted to advise futue amendment(s) of the Letter of Credit to the transferee without our consent or notice to us. The original Letter of Credit is returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the ters and conditions to this Letter of Credit, including amendments as transferred, You are hereby advised that the transferee named above has succeeded The Ban of New York Mellon Trust Company, N.A., or a successor trstee, as Trustee under the Trust Indentue dated as of November i, i 994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1, 2008, as furter amended or supplemented from time to time (the "Indenture") between Lincoln County, Wyoming (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as Trustee, pursuant to which U. S. $15,060,000 in aggegate principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Series 1994 (the "Bonds") were issued. 0294 1-0273/LEGALl48 12287 .2 F-I Very truy yours, (Insert Name of Transferor) By: (Insert Name and Title) TRANSFEROR'S SIGNATURE GUARATEED By: (Bank Name) By: (Insert Name and Title) By its signature below, the undersigned transferee acknowledges that it has dulysucceeded or a successor trstee as Trustee under the Indenture. (Insert Name of Transferee) By: (Insert Name and Title) 0294 1-0273/LEGALl48 12287.2 F-2 0294I-0273/LEGALl4939623.1 EXHIBIT B OPINION OF INTERNAL COUNSEL FOR THE BORROWER (Letterhead of MidAmerican Energy Company) November 19, 2008 To the paries listed on Schedule I hereto $216,470,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Projects) Seres 1994 $9,365,000 Carbon County, Utah $8,190,000 Converse County, Wyoming $121,940,000 Emery County, Utah $15,060,000 Lincoln County, Wyoming $40,655,000 Moffat County, Colorado $21,260,000 Sweetwater County, Wyoming Ladies and Gentlemen: I have sered as counsel to PacifiCorp (the "Company") iri comiection with the execution and delivery by the Company of (a) six separate First Supplemental Loan Agreements, dated as of October 1,2008 (each a "Supplemental Loan Agreement" and collectively, the "Supplemental Loan Agreements 'J, between the Company and each of the Issuers listed above (collectively, the "Issuers "), (b) three separate Remarketing Agreements, dated November 18, 2008 (collectively, the "Remarketing Agreements') among the Remarketing Agents named therein (collectively, the "Remarketíng Agents") and the Company, (c) six separate Release Agreements, dated November 19, 2008 (each a "Release Agreement" and, collectively, the "Release Agreements"), by and among the Company, each of the Issuers, the Ban of New York Mellon Trut Company, N,A., as trstee, and Ambac Assurance Corporation ("Ambae") and (d) six separate Letter of Credit Agreements, dated November 19,2008 (each a "Letter of Credit Agreement" and, collectively, the "Letter of Credit Agreements '), by and between the Company and Wells Fargo Ban, National Association, as Issuing Ban. Capitalized ten used herein and not otherise defined shall have the meaning assigned such tenn in the Reoffering Circular, dated November 11, 2008 (the "Reo./ering Circular '), relating to the abovementioned bonds (the "Bonds "). opinion of company counsel (2).doc 870 100S/RDB/mo I have examined the Indentures, the First Supplemental Indentures, the Loan Agreements, the Supplemental Loan Agreements, the Release Agreements, the Remarketing Agreements, the Letter of Credit Agreements, the Reoffering Circular, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds, the Pledge Agreements, the Amended and Restated Credit Agreement dated as of July 6, 2006 among the Company, the banks par thereto, JPMorgan Chase Bank, N,A" as Administrative Agent and Issuing Bank, and The Royal Ban of Scotland pIc, as Syndication Agent, as amended or supplemented to date (the "2006 Credit Agreement") and the Credit Agreement dated as of October 23,2007 among the Company, the banks par thereto, the Royal Bank of Scotland pic, as Syndication Agent, and Union Ban of California, N.A., as Administrative Agent, as amended or supplemented to date (the "2007 Credit Agreement" and collectively with the 2006 Credit Agreeent, the "Credit Agreements ") and such other documents, and have discussed the foregoing documents and such other matters with such offcials of the Company, as I consider necessar and appropriate to enable me to express the opinions stated in this letter. I have relied, to the extent that I deem such reliance proper, upon cerificates of public offcials and certificates of offcers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established, i have assumed, with your consent, for the puroses of the opinions expressed in this letter, that the Indentures, the First Supplemental Indentures, the Loan Agreements, the Supplemental Loan Agreeents, the Release Agreeents, the Remarketing Agreements, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds and the Pledge Agreements have been duly authorized, executed and delivered by each pary thereto, other than the Company. Based upon the foregoing, it is my opinion that: (a) the Company has been duly incorporated under the laws of the State of Oregon, has corporate power and authority to own its properies and to conduct its business as described in the Reofferng Circular; except as described in the Reoffering Circular, to the best of my knowledge, is duly registered or qualified to do business and is in good standing (to the extent applicable) as a foreign corporation in each jursdiction in which such registrtion, qualification or good standing is required (whether by reason of the ownership or leasing of proper, the conduct of its business or otherise), except where the failure to so register or qualify or be in good standing is not reasonably likely to materially adversely affect the abilty of the Company to perorm its obligations under the aforementioned documents; (b) the Company has corporate power and authority to execute and deliver the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Release Agreements and to take all actions required or peritted to be taken by the Company by or under, and to perform and observe the covenants and agreements on its par contained in, the Supplemental Loan Agreements, the Remarketing - 2 - Agreements, the Letter of Credit Agreements, the Credit Agreements and the Release Agreements; (c) the Company has duly taken all corporate action necessar to be taken by it prior to the date hereof for the authorization of: (i) the execution, delivery and performance by the Company of the Supplemental Loan Agreeents, the Remarketing Agreeents, the Letter of Credit Agreements and the Release Agreements; (ii) the distrbution of the Reofferng Circular; and (ii) the carrng out, giving effect to, consummation and performance by the Company of the transactions and obligations contemplated by the Supplemental Loan Agreements, the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements and the Reofferng Circular, provided that no opinion is expressed with respect to compliance with any securities laws; (d) the Release Agreements, the Remarketing Agreeents, the Letter of Credit Agreements and the Supplemental Loan Agreements have been duly authorized, executed and delivered, as the case may be, by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accrdance with their respective terms, except as the enforcement thereof may be limited by banptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforceent of creditors' rights or contractual obligations generally or by general principles of equity or judicial discretion and except as rights of indemnification under the Remarketing Agreement or the Release Agreement may be limited by principles of public policy; (e) the First Mortgage Bonds continue to be pledged to secure the Company's loan payment obligation under each Loan Agreement, as amended and restated by the applicable Supplemental Loan Agreement; (f) the execution and delivery by the Company of the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements, the compliance by the Company with the ters, conditions or provisions thereof and the consummation by the Company of the transactions therein contemplated do not and will not contravene the Third Restated Articles of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order, writ, injunction or decree of any court, federal or state regulatory body, administrative agency or other governental body applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Company Mortgage or any material mortgage, indenture, agreement or instrent to which the Company is a par or by which it or any of its properies is bound and of which I have knowledge or, to the best of my knowledge, and except for the First Mortgage Bonds, result in the creation or imposition of any mortgage, lien, charge or - 3 - encumbrance of any nature whatsoever upon any of the properties or assets of the Company; (g) on and as of the date hereof, all authorizations, consents and approvals of, notices to, registrations or filings with or actions in respect of any govermental body, agency, regulatory authority or other instrmentality or court required to be obtained, given or taken on behalf of the Company in connection with the remarketing and public reoffering of the Bonds, the execution, deliver and performance by the Company of the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreeents and the Supplemental Loan Agreements have been obtained, given or taken and are in full force and effect, provided that no opinion is expressed with respect to compliance with any securities laws; (h) to the best of my knowledge, other than as described in the Reofferng Circular, the Company has not received notice of or process in any action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending against the Company, nor is any such action, suit, proceeding, inquiry or investigation pending or threatened against the Company, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, financial condition or results of operations of the Company or the transactions contemplated by the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreeents, the Credit Agreeents, the Supplemental Loan Agreements or the Reotferng Circular, or which would adversely affect the validity or enforceailty of, or the authority of the Company to perorm its obligations under, the Remarketing Agreements, the Release Agreements and the Supplemental Loan Agreements or materally adversely affect the abilty of the Company to perform its obligations thereunder; and (i) to the best of my knowledge, the Company is not in default under the Company Mortgage, the Letter of Credit Agreements, the Credit Agrements, the Loan Agreement or any material indenture or other agreement or instruent govering outstanding indebtedness issued by the Company nor, to the best of my knowledge, has any event occurred, which event is continuing, which with notice or the passage of time or both would constitute a default under any such document. I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of interest on the Bonds, as to which you have received the opinion, dated this date, of Chapman and Cutler LLP. In addition, I express no opinion as to the application or effect of any securities law to the transactions contemplated by the Reofferng Circular, I express no opinion as to (i) the effect of any insurance law on the transactions contemplated by the Release Agreement, (ii) whether any action, except the consent of the County as set forth in the Release Agreement, is required for the release of the County's rights, if any, under the municipal bond insurance policy or (iii) the scope of the release, excet for the - 4- release by the County of Ambac from Ambac's obligations under the municipal bond insurance policy to pay principal of and interest on the Bonds in the event that the Company fails to make such payments, or whether the tenns of the Release Agreement may be affected by Ambac's purported retention of subrogation rights, Additionally, I advise you that, without having un~eraken to detennine independently the accuracy or completeness of the statements contained in the Reoffering Circular, except as set fort above, nothing has come to my attention in the course of my parcipation in the prepartion of the Reofferng Circular and in the transactions contemplated thereby, or in the perfonnance of my duties as Counsel to the Company, or otherise, that causes me to believe, as of the date hereof, that the Reofferng Circular (except for the financial statements and other financial and statistical data included or incorporated by reference therein, as to which I express no opinion) contains any untrue or misleading statement of a material fact or omits to state any materal fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The opinions expressed herein are limited to matters govered by the laws of the United States of Amerca and the State of Oregon and, as to the opinions expressed in paragraph (g) above, the laws of the States of California, Idaho, Utah, Washington and Wyoming, that are applicable to PacífiCorp as a regulated public utilty in such states, ~d I express no opinion as to the law of any other jurisdiction. In renderng the opinions expressed herein, I have relied upon the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as to the matters expressed therein and the opinions expressed herein are subject to all of the assumptions and qualifications recited in the opinion letter attached hereto. i hereby confinn my consent to the use of my name on the cover page and under the caption "CERTAI LEGAL MATTERS" in the Reoffering Circular. This opinion is addressed solely to you in connection with the Remarketing Agreement and is not to be relied upon by any other person or for any other puroses or quoted or refered to in any public document or fied with any governental agency or other person, except for inclusion in the transcript of documents relating to the reofferng of the Bonds, without my written consent. Ver trly yours, - 5 - LETTER OF CREDIT AGREEMENT dated November 19,2008 by and among PACIFICORP, as the "Borrower" and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the "Issuing Ban" $40,655,000 Moffat County, Colorado Pollution Control Revenue Refuding Bonds, Seres 1994 (PacifiCorp Project) 0294 i-0273/LGALI4939709.1 ARTICLE I Section 1.01 Section 1.02 Table of Contents Page DEFINITIONS....,..........,.,..".......,.........................,....."........................,......... 1 Certain Defined Tens..,...,..........,..........,.,......,.................................,' 1 Relation to Other Documents...........................................................,... 3 ARTICLE II AMOUNT AND TERMS OF THE LEITER OF CREDIT ............................ 3 Section 2.01 The Letter of Credit ............................................................................. 3 Section 2.02 Ten.....,.,.,..............,.......,.,......,.................,.......".......................,',....,' 3 Section 2.03 Fees. ....... ........ .......... .......... ......... ........ ........... .... .................................. 3 Section 2.04 Credit Agreement...,...,....,..,.....".........,.,...,',.....,.........................".......4 Section 2.05 Extension of the Expiration Date......................................................... 5 ARTICLE II Section 3.01 Section 3.02 ARTICLE IV Section 4.01 Section 4.02 Section 4,03 Section 4.04 Section 4.05 Section 4.06 Section 4,07 Section 4,08 Section 4.09 Section 4.10 Section 4,11 Section 4.12 Section 4,13 Section 4,14 Section 4. I 5 Section 4.16 CONDITIONS OF ISSUANCE.. .................................................................... 5 Conditions Precedent to Issuance of the Letter of Credit .................... 5 Additional Conditions Preceent to Issuance of the Leter of Credit....,..., ..............,....,..."................, ... ....,.. ......,..,..".,' ........ ..... ......... 6 MISCELLANEOUS .."...........,.....,',......,......,................,......,......................,.,. 7 Amendments, Etc...............................................,........,',...........,........., 7 Notices, Etc.....,............................................................,....................... 7 No Waiver; Remedies.........,.....................,.......................................... 7 Indemnification .............,..,..,.......".......................,...............................8 No Liabilty ofthe Issuing Ban............................,............................. 9 Costs, Expenses and Taxes.......... ...... ......... ............... ............... ........... 9 Binding Effect...........,................,.,..............,..............,....,...............,....9 Severability .....,................,...........,.....,.,......................,...................... 10 Governing Law ................................................................................., 10 OREGON STATE NOTICE.............................................................. 10 Continuing Obligation.......,........... ...................................... .............. 10 Immediate Advance ...,....................................................................... 10 Drawing a Certification....,...........................................,........,.........,.. 10 Facsimile Documents.........,.........................................,.....................10 Counterars.............,.,......,',...............,...............,...........,....,......,...,..11 USA PATRIOT ACT NOTIFICA nON ........................................... 1 1 EXHIBIT A FORM OF IRREVOCABLE LEITER OF CREDIT 02941-0273/LEGAL 14939709.1 LETTER OF CREDIT AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated November 19, 2008 (this "Agreement"), by and betwee PACIFICORP, an Oregon corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the hereinafter described Letter of Credit (the "Issuing Bank"). Certain terms used herein are defined in Aricle I of this Agreement. RECITALS: (1 ) (2) (3) the Bonds. The Borrower has entered into the Credit Agreement. The Issuer has heretofore issued the Bonds puruant to the Indenture. The Issuer and the Borrower have entered into the Loan Agreement peraining to (4) Under the Loan Agreement the Borrower has agreed to cause the Bonds to be secured by an irrevocable direct pay letter of credit. (5) In order to reduce interest costs on the Bonds, and to induce the purchase of the Bonds, the Borrower has requested that the Issuing Ban issue its irrevocable transferble letter of credit as descrbed herein. (6) The Issuing Ban is wiling to issue the letter of credit in substantially the form attached hereto as Exhibit A on the ters set forth in the Credit Agreement as supplemented herein. NOW, THEREFORE, in consideration of the premises, including the benefits to be realized by Borrower as above descrbed, and in order to induce the Issuing Ban to issue the Letter of Credit, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Certain Defined Ters, Unless otherise defined in this Agreement, ters defined in the Credit Agreement and in the foregoing recitals shall have the meanings respectively indicated therein. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the ters defined): "A Drawing" means a drawing under the Letter of Credit pursuant to Anex A to the Letter of Credit. "Administrative Agent" means JPMorgan Chase Ban, N.A. in its capacity as Administrative Agent under the Credit Agreement, and its successors in such capacíty. 02941-D273/LEGAL 14939709.1 "Available Amount" shall mean the total amount available to be drawn under the Leer of Credit, as the same may be reduced and reinstated from time to time in accordance with the provisions of the Letter of Credit. "B Drawing" means a drawing under the Letter of Credit pursuant to AnnexB to the Letter of Credit. "Bond Documents" shall mean (i) the Indentue, (ii) the Loan Agreement, (ii) the Remarketing Agreement, (iv) the Releae Agreement, (v) ths Agreeent and (vi) any other document executed by the Borrower in connection with the issuance, reofferng or sale of the Bonds, "Bonds" or "Bonds" shall mean Issuer's $40,655,000 Pollution Contrl Revenue Refuding Bonds (PacifiCorp Project), Series 1994. "Business Day" has the meanng assigned thereto in the Leer of Credit. "C Drwing" means a drawing under the Letter of Credit pursuant to Annex C to the Letter of Credit. "Closing Date" shall mean November 19, 2008. "Credit Agreement" means that certain Amended and Restated Credit Agrent dated as of July 6, 2006, among the Borrower, varous banks identified therein, the Administrative Agent and The Royal Bank of Scotland pIc, as Syndication Agent, as amended or supplemented from time to time. "D Drawing" means a drawing under the Letter of Credit pursuant to Anex D to the Letter of Credit. "Expiration Date" shall have the meaning assigned to such tenn in the Letter of Credit. "Indenture" shall mean that ceain Trust Indenture dated as of November 1, 1994 betwee the Issuer and the Trustee, as amended, supplemented and restated through and including the date hereof. "Issuer" shall mean Moffat County, Colorado, and its lawful successors and assign. "Letter of Credit" meas the irrevocable direct pay letter of credit issued by the Issuing Ban to the Trustee to secure payment of the Bonds, substantially in the fonn of Exhbit A attached hereto. "Loan Agreement" shall mean the Loan Agreement dated as of November i, i 994 between the Borrower and the Issuer, as amended, supplemented and restated thugh and including the date hereof. "Offcial Statement" means the Reofferng Circular dated November i 1, 2008 relating to the Bonds, together with the documents incorprated therein by reference, o 2941.0273/LEGALl4939709.I 2 "Pledged Bonds" has the meaning assigned thereto in the Indentue. "Release Agreement" means the Release Agreement dated as of November 19, 2008, by and among the Borrower, the Issuer, the Trustee, and Ambac Assuance Corporation. "Remarketing Agent" means the placement or remarketing agent at the time sering as such under the Remarketing Agreement and designated as the Remarketing Agent for purses of the Indentue. The current Remarketing Agent is Morgan Stanley & Co. Incorporated. "Remarketing Agreement" means the Remarketing Agreeent dated November 18, 2008 between the Borrower and the Remarketing Agent, as from tie to time amended or supplemented, or if such Remarketing Agreeent shall be tenninated, then such other agreeent which may from time to time be entered into with any Remarketing Agent with respe to the remarketing or placement of the Bonds. "Trutee" mean The Ban of New York Mellon Trut Company, N.A., or any succsor trstee under the Indenture. Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agrent or any related document. To the extent any provision of this Agreement conflcts with any provision of the Credit Agreement or any other Related Document to which the Borrower and the Issuing Bank are paries, the provisions of this Agreement shall control as between the Borrower and the Issuing Bank. ARTICLE II AMOUNT AND TERMS OF THE LETTER OF CREDIT Section 2.01 The Letter of Credit. Subject to the tenns and conditions of this Agreement, the Issuing Ban agrees to issue the Letter of Credit to the Trutee as beneficiar on the Closing Date. The Letter of Credit shall be in the original stated amount of $41,296,570 consisting of (i) $40,655,000 to pay principal of the Bonds, plus (ii) 48 days' interest on said principal amount computed at the rate of twelve percent (12%) per anum calculated on the basis ofa 365 day year and actual days elapsed, in the amount of$641,570. Section 2.02 Credit. Ter. The Letter of Credit wil expire as provided in the Letter of Section 2,03 Fees. The Borrower hereby agrees to pay to the Issuing Ban, the following non-refundable fees: (a) a letter of credit frnting fee calculated at the anual rate of O. 1 25% on the total stated amount of the Letter of Credit and payable in arears on each "Quarerly Payment Date" (as defined in the Credit Agreement) beginning on December 3 I, 2008 (with the initial such fee payment to be pro-rated to reflect that the Letter of Credit is being issued as of the date of this Agreement) and which shall otherwise accre and be 0294I-0273ILEGALl4939709.1 3 calculated consistent with the provisions of the Credit Agreeent and which shall continue to the Expiration Date (including any extension thereof); (b) upon each draw upon the Letter of Credit by the Trustee, the Borrower agrees to pay to the Issuing Ban promptly upon its demand therefor a fee of$250 for the administration of a draw request; (c) an extension fee in the amount then customarly assessed by the Issuing Ban for extensions of letter of credit of the same or similar type and amount as the Letter of Credit, together with any fees and costs incued by the Issing Ban in connection therewith, for each extension (if any) of the Expiration Date beyond November 19,2010; (d) a transfer fee in the amount then customarly assessed by the Issuing Ban for transfer of letters of credit of the same or similar type and amount as the Letter of Credit, together with any fee and costs incured by the Issuing Ban in connection therewith; and (e) an amendment fee in the amount then customarly assessed by the Issuing Ban, plus the Issuing Ban's fees and costs, payable on the day of any amendment to the Letter of Credit, incurred in connection with such amendment. As used herein, "amendment" means any wrtten change to the Letter of Credit, or issuance and deliver of an amended, substituted, replacement, or additional letter of credit, including any documents the Issuing Ban determines to issue to reflect any reinstatement (other than an automatic reinstatement) of any portion of the stated amount of the Letter of Credit. Section 2.04 Credit Agreement. (a) The Borrower has requested the Issuing Bank to issue the Letter of Credit pursuant to the ters and conditions of the Credit Agreement, including, without limitation, Section 2,17 thereof, The paries hereto covenant and agree that the provisions of the Credit Agreement shall apply to and govern with respect to the issuance of the Letter of Credit, the Letter of Credit Liabilties arsing as a result thereof and all other matters relating thereto, (b) The Borrower acknowledges and agrees that for all purses hereunder and under the Credit Agreement, including without limitation for puroses of deterining the "Payment Date" and the date from which interest shall accrue on any Reimbursement Obligation under Section 2.17(c) of the Credit Agreeent, (1) the Borrower shall be deemed to have notice of any A Drawing or B Drawing on the Letter of Credit on the Business Day preceding such drawing and (2) the Borrower shall be deemed to have notice of any C Drawing or D Drawing on the Letter of Credit by 10:00 A,M. (New York City time) on the date of such drawing. (c) The Borrower hereby represents and warrants that (1) the representations and warties contained in Section 4.04(b) and Section 4.05 of the Credit Agreement are tre on and as of the date of the issuance of the Letter of Credit; 0294 i -DZ73/LEGALl4939709. I 4 (2) After the issuance of the Letter of Credit, the Total Outstanding Amount wil not exceed the Total Commitment and the aggregate amount of the Letter of Credit Liabilties shall not exceed $200,000,00; (3) Immediately prior to and after the issuance of the Letter of Credit, no Default shall have occurred and be continuing under the Credit Agreeent; (4) The representations and waranties of the Borrower contaned in the Bond Documents and the Credit Agreement ar correct on and as of the date of issuance of the Letter of Credit, before and after giving effect to such issuance, as though made on and as of such date; (5) No petition by or against the Borrower has at any time bee fied under the United States Banptcy Code or under any similar act; and (6) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution of this Agreement or the Bond Documents; which constitutes an Event of Default under the Credit Agreeent or would constitute an Event of Default under the Credit Agreement but for the requirement that notice be given or time elapse or both. Secton 2.05 Extension of the Expiraton Date. If the Issuing Ban intends to elect not to extend the then current Expiration Date set forth in the Letter of Credit, the Issuing Ban shall provide written notice to the Borrower of such intention on or before August 21, 2009. In addition, if the Issuing Bank makes such election to not extend the scheduled Expiration Date, the Issuing Ban shall provide written notice of the Issuing Ban's election to the Trustee on or before October 20, 2009. The deternination whether to extend the Expiration Date shall be in the independent absolute discretion of Issuing Ban. ARTICLE II CONDITIONS OF ISSUANCE Section 3.01 Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Ban to issue the Letter of Credit is subject to the conditions preceent that the Issuing Bank shall have receved on or before the date of the issuance of the Letter of Credit the following items, each dated such date, in forn and substace satisfactory to the Issuing Bank, that the other conditions described below shall have been satisfied and that the costs, expenses and fees due and payable under Section 2.03 and 4.06 hereof shall have been paid: (a) The Issuer, the Borrower and the Trustee shall have duly authorized, executed and delivered the Bond Documents, all in forn and substance satisfactory to the Issuing Bank and its counseL. (b) The Bonds shall have been duly reoffered and sold pursuant to the Remarketing Agreement. 02941-D2731LEGALJ 4939709, i 5 (c) The representations and waranties contained in the Bond Documents shall be tre in all materal respects on the Closing Date with the same effect as though made on and as of that date, and no condition, event or act shall have occured which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement. (d) The Issuing Ban shall havc reccived from counsel for the Borrower an opinion in substantially the fonn attached as Exhibit B hereto. (e) The Issuing Bank shall have received from Bond Counsel an approving opinion in substantially the fonn attched to the Reoffering Circular. (f) All proceedings taken in connection with the execution and deliver of the Bonds shall be reasonably satisfactory to the Issuing Ban and the Issuing Ban shall have received copies of such certificates, documents and papers as reasonably requested in connection therewith, all in fonn and substace reasonably satisfactory to the Issuing Bank. The Borrower shall supply to the Issuing Ban copies cerified by the secretar or an assistant secretary of the Borrower of corprate resolutions in fonn and substace reasonably satisfactory to the Issuing Ban with respect to the authorization of the Bond Documents and the execution thereof by the Borrower, a certificate of the Secretar or an Assistant Secetar of the Borrower cerifyng the names and tre signatues of the offcers of the Borrower authorized to sign this Agreement and the related Docuents to which it is a pary, the Aricles of Incorporation and By-Laws of the Borrower, together with all amendments thereto, and a copy of a certificate issued by the Secretary of State of the State of Oregon issued no more than 30 days preceding the Closing Date, stating that the Borrower is in good standing in the State of Oregon, (g) No law, regulation, ruling or other action of the United States, the State of California or any political subdivision or Issuer therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Issuing Ban from fulfilling its obligations under this Agreement. (h) The Issuing Bank shall have been designated as an Hissuing ban" by the Administrative Agent and the Borrower as provided in the Credit Agreement and Borrower provides a Notice of Issuance to the Issuing Ban as required, Section 2. 17(b) in the Credit Agreement. Section 3.02 Additional Conditions Precedent to Issuace of the Letter of Credit. The obligation of the Issuing Ban to issue the Letter of Credit shall be subject to the furter conditions precedent that on the date of the issuance of the Letter of Credit, the Issuing Ban shall have received such other documents, instruents, approvals and, if requested by the Issuing Ban, cerified duplicates of executed copies thereof, and opinions as the Issuing Bank may reasonably request. 0294 1-0273/LEGALl4939709. I 6 ARTICLE iv MISCELLANEOUS Section 4.01 Amendments. Etc. No amendment or waiver of any provision of this Agreement, nor consent to any deparre by the Borrower therefrm, shall in any event be effective unless the same shall be in wrting and signed by the Issuing Ban and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 4.02 Notices. Etc. All notices and other communications provided for hereunder shall be in wrting (including telecopier communication or other electronic means if accompanied by telephonic confirmation of receipt) and mailed, telecopied or delivered as follows: If to the Borrower, at: PacifiCorp 825 N.E. Multnomah St. Portland, Oregon 97232 Attention: Vice President and Treasurer Fax: (503) 813-5673 If to the Issuing Ban, at: Wells Fargo Ban, National Association Corporate Banking - Utilty and power Group 1300 SW 5th Avenue, th Floor Portland, Oregon 97201 Fax: (503) 886-2211 or, as to each pary, at such other address as shall be designated by such party in a wrtten notice to the other pary. All such notices and communications shall, when mailed or telecpied, be effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, excet that notices to the Issuing Bank shall not be effective unti received by the Issuing Bank. Section 4.03 No Waiver; Remedies, No failure on the par of the Issuing Ban to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or parial exercise of any right hereunder preclude any other or fuer exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law, Section 4.04 Indemnification. In addition to the payment of expenses pursuant hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold the Issuing Bank, and the offcers, directors, employees, agents, and affliates the Issuing Ban (collectively called the "Indemnitees") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, 02941-0273/LEGAL 14939709.1 7 suits, claims, costs, expenses and disbursements of any kind or natue whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnitees, in any maner relating to or arising out of this Agreement or other agreements executed and delivered by the Borrower in connection herewith or with the Bonds or the use or intended use of the Letter of Credit or the lack of any requirement that the Letter of Credit be surrendered with each draw thereon (the "indemnified liabilties"); provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any indemnified liabilties arsing from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, payor hold harless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to contribute the maximum portion that it is peritted to pay and satisfy under applicable law, to the payment and satisfaction of all indemified liabilties incurred by the Indemnitees or any of them. The Borrower shall not be liable for any settlement without its consent. The Borrower hereby furter indemnifies and holds the Indemified Partes hannless from and against any and all claims, damages, losses, liabilties, costs or expeses which may be incurred or which may be claimed against the Indemnified Parties by any person or entity: (a) by reason of any inaccuracy or alleged inaccuracy in any materal respect, or any untre statement or alleged untre statement of any material fact, contained in the Offcial Statement or any amendment or supplement thereto, or by reason of the omission or alleged omission to state therein a materal fact necessary to make such statements, in the light of the circumstances under which they were made, not misleading; or (b) by reason of or in connection with the execution, delivery or perfonnance of the Bonds, the Indenture, or the Loan Agreeent, or any transaction contemplated by the Indenture or the Loan Agreement; or (c) by reason of or in connection with the execution and deliver or transfer of, or payment or failure to make payment under, the Letter of Credit; provided, however, that the Borrower shall not be required to indemnifY the Issuing Ban pursuant to this Section 4.04 for any claims, damages, losses, liabilties, costs or expenses to the extent caused by the Issuing Bank's wilful failure to make lawful payment under the Letter of Credit after the presentation to it by the Trustee or a successor trutee under the Indenture of a draft and cerficate strctly complying with the ters and conditions of the Letter of Credit. Nothing in this Section 4,04 is intended to limit the Borrower's obligations contained in Article II. Without prejudice to the surval of any other obligation of the Borrower hereunder, the indemities and obligations of the Borrower contained in this Section 4.04 shall surive the payment in full of amounts payable pursuant to Article II and the terination of the Letter of Credit. Section 4.05 No Liabilty of the Issuing Ban. The Borrower assumes all risks of the acts or omissions of any beneficiar of the Letter of Credit with respect to its 0294 J -D273/LEGALI4939709.1 8 administration and utilzation of the Letter of Credit. Neither the Issuing Ban nor any of its offcers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or (b) the validity, suffciency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insuffcient, fraudulent or forged; or (c) payment by the Issuing Ban against presentation of documents which, on their face, appear to comply with the terms of the Letter of Credit, even though such documents may fail to bear any reference or adequate reference to the Letter of Credit or (d) any other circumstances whatsoever in making or failng to make payment under the Letter of Credit in connection with which the Issuing Ban would, puruant to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, be absolved from liabilty. In furtherance and not in limitation of the foregoing, the Issuing Ban may acept documents that appear on their face to be in order, without responsibilty for fuher investigation, regardless of any notice or information to the contrar. Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, deliver, fiing, recording, administration, modification and amendment of this Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Issuing Ban and local counsel who may be retained by said counsel, with respect thereto and with respect to advising the Issuing Ban as to its rights and responsibilties under this Agreement. The Borrower furter agrees to pay on demand all costs and expenses (including reasonable counsel fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal proceedings or otherise) of this Agreement and such other documents which may be delivered in connection with this Agreeent, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Secton 4.06, or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under the Letter of Credit. In addition, the Borrower shall pay any and all stamp and other taes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the Letter of Credit or any such other documents, and agres to save the Issuing Ban hannless from and against any and all liabilties with respect to or resulting from any delay in paying or omission to pay such taes and fees, Section 4.07 Binding Effect. Ths Agreeent shall become effective when it shall have been executed by the Borrower and the Issuing Ban and thereafter shall be binding upon and inure to the benefit of the Borrower, the Issuing Ban, and thei respective succesors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Issuing Ban, Section 4.08 Severability. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jursdiction, be ineffective to the extent of such prohibition, unenforceabilty or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. 0294 I.0273/LEGALI4939709. I 9 Section 4.09 Governg Law, This Agreement shall be governed by, and constred in accordance with, the laws of the State of New York except that the authority of the Borrower to execute and deliver this Agreement shall be govered by the laws of the State of Oregon. Section4,lO OREGON STATE NOTICE. UNER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE, Section 4.1 1 Continuing Obligation. This Agreement is a continuing obligation, shall survve the expiration of the Letter of Credit until amounts owed hereunder and under the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors and assigns, and (b) inure to the benefit of and be enforceable by the Issuing Ban and its successors, transferees and assigns, Section 4.12 Immediate Advance. The Borrower recognizes that upn issuance of the Letter of Credit, the Issuing Ban is irrevocably bound to honor any and all draft drawn and presented in compliance with the tens thereof, up to an aggregate amount equal to the Stated Amount. Accordingly, in order to induce the Issuing Ban to issue the Letter of Credit, the Borrower agrees that, notwithstanding anyting herein to the contrar, the issuance of the Letter of Credit shall be and is deemed to constitute an immediate "advance" in the amount of the Stated Amount for puroses of deterining the respective rights of the Borrwer and the Issuing Ban. Section 4,13 Drawing a Certification. Each drawing by the Trustee or any agent thereof under the Letter of Credit shall be deemed (i) a certification by the Borrower that the representations and waranties incorporated by reference in Section 2.04(c) of this Agreement are correct in all materal respects as of the date of the drawing, and (ii) a cerification by the Borrower that it is in all other respects in compliance with the provisions of this Agreement. Section 4.14 Facsimile Documents. At the request of the Borrower, the Letter of Credit provides that demands for payment thereunder may be presented to the Issuing Bank by, among other methods, facsimile. The Borrower acknowledges and assumes all risks relating to the use of such facsimile demands for payment and agrees that its obligations under this Agreement, the Credit Agreement and the Related Documents shall remain absolute, unconditional and irrevocable if the Issuing Bank honors such facsimile demands for payment. Section 4,15 Counterars. This Agreement may be executed in counterart by the parties hereto, and each such counterpar shall be considered an original and all shall constitute one and the same instrment. Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to Borrower pursuant to Section 326 of the USA Patriot Act of 200 I, 31 U ,S.C. Section 5318. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW 0294I-0273/LEGALl4939709. J 10 ACCOUNT. To help the governent fight the funding of terorism and money launderng activities, federal law requires alI financial institutions to obtain, verify and record information that identifies each person or entity that opens an account, including any deposit accunt, treasury management account, loan, other extension of credit, or other financial servces product. What this means for Borrower: When Borrower opens an account, if Borrower is an individual, the Issuing Bank wil ask for Borrower's name, taxpayer identification number, business address, and other information that wil allow the Issuing Ban to identify Borrower. The Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or other identifyng documents, and, if Borrower is not an individual, to see Borrower's legal organzational documents or other identifyng documents. 02941.0273/LEGALl4939709.1 i i IN WITNESS WHEREOF, the parties here have caused this Agreement to be duly executed and delivered by their respective offce thereunto duly authorize as of the date first abve wrtten, PACIFICORP, as Borrower By ..b J L~~ ~:~:~t~:l N ~~ibr: Signature Page to Letter of Credit Agreement Moffat County, Colorado IN WITESS WHEREOF, the pares hereto have caused this Agreeent to be duly executed and deliverd by their respective officers thereunto duly authonzed as of the date first above wrtten. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Ban By Name: Title: _l rc: t~& Ltjt¡a::f. ") Signature Page to Letter of Credit Agreement Moffat County, Colorado 02941-o273/LEGALl4939709. I EXHIBIT A TO LETTER OF CREDIT AGREEMENT FORM OF LEITER OF CREDIT IRRVOCABLE LETTER OF CREDIT November 19, 2008 Letter of Credit No. NZS630106 The Bank of New York Mellon Trust Company, N.A. 2 Nort LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Global Corporate Trust Ladies and Gentlemen: We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds under the Indentue described below, at the request and for the account of PacifiCorp, an Oregon corporation, our irrevocable letter of credit in the amount of U.S. $41,296,570 ) Forty One Milion Two Hundred Ninety Six Thousand Five Hundred Seventy Dollars) in connection with the Bonds (as defined below) available with ourselves by sight payment against presentation of one or more signed and dated demands addressed by you to Wells Fargo Ban, National Association, Letter of Credit Operations Offce, San Francisco, California, each in the fonn of Anex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drawing"), or Annex D (a "D Drawing") hereto, with all instrctions in brackets therein being complied with. Each such demand must be presented to us in its original fonn at the Presentation Offce (as hereinafter defined) or by facsimile tranmission of such original fonn to us at (415) 296-8905. Each such presentation must be made at or before 5:00 p.m. San Francisco time on a Business Day (as hereinafter defined) to our Letter of Credit Operations Offce in San Francisco, California, presently located at One Front Street, 21st Floor, San Francisco, California 9411 I, (the "Presentation Offce"), This Letter of Credit expires at our Letter of Credit Operations Offce in San Fracisco, California on November 19, 2009, but shall be automatically extended, without wrtten amendment to, and shall expire on, November 19, 2010 unless on or before October 20, 2009, you have received written notice from us sent by express courier or registered mail to your address above or by facsimile transmission to (312) 827-8542 (the "Fax Numbet'), that we elect not to extend this Letter of Credit beyond November 19, 2009, (The date on which this Letter of Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the first (l st) succeeing Business Day thereafter, wil be hereinafter referred to as the "Expiration Date".) To be effective, the notice from us descrbed in the first sentence of this paragraph must be received by you on or before October 20,2009. As used herein the tenn "Business Day" shall mean a day on which our San Francisco Letter of Credit Operations Offce is open for business. The amount of any demand presented hereunder wil be the amount insered in numbered Paragraph 4 of said demand. By honoring any such demand we make no representation as to the correctness of the amount demanded. 0294 1-0273/LEGALI 48 12296.2 We hereby agree with you that each demand presented hereunder in full compliance with the terms hereof wil be duly honored by our payment to you of the amount of such demand, in immediately available funds of Wells Fargo Bank, National Association: (i) not later than 10:00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before noon, San Fracisco time, or (ii) not later than 10:00 a,m., San Francisco time, on the scwnd Business Day following the Business Day on which such demand is presented to us as aforesaid, if such presentation is made to us after noon, San Fracisco time. Notwithstanding the foregoing, any demand presented hereunder, in full compliance with the terms hereof, for a C Drawing wil be duly honored (i) not later than i i :30 a.m., San Francisco time, on the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before 9:00 a.m" San Francisco time, and (ii) not later than 11 :00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us after 9:00 a,m., San Francisco time. If the remittance instrctions included with any demand presented under this Letter of Credit require that payment is to be made by transfer to an account with us or with another ban, we and/or such other bank may rely solely on the account number specified in such instrctions even if the account is in the name of a person or entity different from the intended payee. With respect to any demand that is honored hereunder, the total amount of this Letter of Credit shall be reduced as follows: (A) With respect to each A Drawing paid by us, the tota amount of this Letter of Credit shall be reduced by the amount of such A Drawing with respect to all demands presented to us after the time we receive such A Drawing; provided, however, that the amount of such A Drawing shall be automatically reinstated on the eighth (8th) Business Day following the date such A Drawing is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express courier or registered mail or by facsimile trsmission to the Fax Number, no later than seven (7) Business Days after such A Drawing is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; (B) With respect to each B Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the sum of (1) the amount inserted as principal in paragraph SeA) of the applicable demand plus (2) the greater of (a) the amount inserted as interest in paragraph S(B) of the applicable demand and (b) interest on the amount insered as principal in paragraph SeA) of the applicable demand calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest 0294 i-0273/LEGALl48 12296.2 2 whole cent) with respect to all demands presented to us after the time we receive such B Drawing and shall not be reinstated; (C) With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demands presented to us after the time we receive such C Drawing by the sum of (1) the amount insered as principal in paragraph 5(A) of the C Drawing plus (2) the greater of (a) the amount insered as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount insered as principal in paragraph 5(A) of the C Drawing calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the Bonds (as defined below) related to such C Drawing are remarketed and the remarketing procees are paid to us prior to the Expiration Date, then on the day we receive such remarketing procees the amount of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount paid to us from such remarketing proceed and (ii) interest on such amount calculated for the same number of days, at the same interest rate, and on the basis of a yea of the same number of days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cet being rounded upward to the nearest whole cent), with such reinstatement and its amount being promptly advised to you; provided, however, that in no event wil the total amount of all C Drawing reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this paragraph (C). Upon presentation to us of a D Drawing in compliance with the terms of this Letter of Credit, no furter demand whatsoever may be presented hereunder, No more than one A Drawing which we honor shall be presented to us durng any consecutive twenty-seven (27) calendar day perod, No A Drawing which we honor shall be for an amount more than U,S. $641,570, It is a condition of this Leter of Credit that the amount available for drawing under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authorization in the fonn of Annex E to this Letter of Credit (with all instrctions therein in brackets being complied with) sent to us at the Presentation Offce as a signed and dated original fonn or sent to us as an authenticated SWIFT message at the SWIFT Address. This Letter of Credit is subject to, and engages us in accordance with the ters of, the Unifonn Customs and Practice for Documentary Credits (2007 Revision), Publication No. 600 of the International Chamber of Commerce (the "UCP"); provided, however, that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of the UCP wil not be applicable to this Letter of Credit, and provided further that Article 32, the second sentence of Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit. Furtherore, as provided in the first sentence of Article 36 of the UCP, we assume no liability or responsibility for consequences arsing out of the interrption of our business by Acts of God, riots, civil commotions, insurrections, wars, acts of terrorism, or by any strikes or lockouts, or any other causes beyond our control. Matters related to this Letter of Credit which are not 0294 1..273/LEGALI48 12296.2 3 covered by the UCP wíl be governed by the laws of the State of Californa, including, without limitation, the Uniform Commercial Code as in effect in the State of California, except to the extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit. This Letter of Credit is transferable and may be transferred more than once, but in each case only in the amount of the full unutilzed balance hereof to any single transferee who you shall have advised us pursuant to Annex F has succeeded The Ban of New York Mellon Trust Company, N,A. or a successor trustee as Trustee under the Trust Indenture dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October i, 2008, as fuher amended or supplemented from time to time (the "Indenture") between Moffat County, Colorado (the "Issuer") and The Ban of New York Mellon Trust Company, N.A., as Trustee, pursuat to which U.S. $40,655,000 in aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series i 994 (the "Bonds") were issued. Transfers may be effected without charge to the tranferr and only though ourselves and only upon presentation to us at the Presentation Offce of a duly executed instrment of transfer in the form attached hereto as Annex F, Any transfer of this Letter of Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of presentation of demands from our Letter of Credit Operations Offce in San Francisco, California. All payments hereunder shall be made from our own funds. This Letter of Credit sets forth in full our underaking, and such underaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrent or agreement referred to herein (including, without limitation, the Bonds and the Indenture), except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter of Credit; and any such reference shall not be deemed to incorporate herein by referce any document, instrument or agreement except the UCP. WELLS FARGO BANK, NATIONAL ASSOCIATION By: Authorized Signature Letter of Credit Operations Office Telephone No.: 1-800-798-2815 Facsimile No.: (415) 296-8905 0294 1-0273/LEGALl48 12296.2 4 Annex A to Wells Fargo Ban, National Association Irrevocable Letter of Credit No, NZS630106 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 2 i ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO, NZS630106 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DA Y",THE "INDENTURE", AND THE "PRESENT A TION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE INDENTURE), OF UNPAID INTEREST ON THE BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTR OF CREDIT IS $(INSERT AMOUNT), (5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (6) IF THIS DEMAND is RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF A - i 0294 1-o273/LEGALJ48 122%.2 THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) A ~ 2 0294 J.Q273/LEGALl48 122962 Annex B to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630106 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 2 i ST FLOOR SAN FRANCISCO, CALIFORNIA 941 1 i FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630106 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIV MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURRENTLY OUTSTANDING, (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTRE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A) $(lNSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B) $(lNSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENT A TION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH 0294 i ..273/LEGALl48 I 2296.2 B-1 CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO, (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY, IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY, (INSERT NAME OF BENEFICIARY) IINSERT SIGNATURE AND DATE) 02941-0273/LEGALJ48 J 2296.2 B-2 Annex C to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS6301 06 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21sT FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630106 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUN PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW), (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF INTEREST DUE ON THE BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENT A TION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH 0294 i -0273/LEGALJ48 12296.2 D-1 CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTA nON OFFICE AT OR BEFORE 9:00 AM., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :30 AM., SAN FRANCISCO TIME, ON SAID BUSINESS DAY. IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTA nON OFFICE AFTER 9:00 AM., SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11:00 AM., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 02941-0273/LEGALl48 12296.2 D-2 Annex 0 to Wells Fargo Bank, National Association Irrevocable Letter of Credit No. NZS630106 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 2151 FLOOR SAN FRANCISCO, CALIFORNIA 941 i 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630106 (THE "LETTER OF ÇREDIT"; THE TERMS THE IlBONDSIl, IlBUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET FORTH IN PARAGRAPH 5, BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION 0294 1.Q273/LEOAL148 12296.2 D-3 OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M" SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND IS RECENED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 02941-D273/LEGALl48 i 2296.2 D-4 Annex E to Wells Fargo Ban, National Association Irrevocable Letter of Credit No, NZS630106 WELLS FARGO BANK, NATIONAL ASSOCIATION. LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER LEITER OF CREDIT REDUCTION AUTHORIZATION (INSERT NAME OF BENEFICIARY), WITH REFERENCE TO LEITER OF CREDIT NO. NZS630106lSSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK"), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT THE BANK DECREASE THE AMOUNT A V AILABLE FOR DRA WINO UNDER THE LEITER OF CREDIT BY $(INSERT AMOUNT). (FOR SIGNED REDUCTION AUTHORIZATIONS ONLY) (INSERT NAME OF BENEFICIARY) By: (INSERT SIGNATURE) TITLE: (INSERT TITLE) DATE; (INSERT DATE) SIGNATURE GUARANTEED BY (INSERT NAME OF BANK) By: (INSERT NAME AND TITLE) 02941..273/LEGALl48 12296.2 E-1 Annex F to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630106 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE One Front Street, 21st Floor, San Francisco, California, 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT DA TEl Subject: Your Letter of Credit No. NZS630106 Ladies and Gentlemen: For value received, we hereby irrevocably assign and tranfer all of our rights under the above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or reduced to: (N arne of Transfereel (Address of Transferee) By this transfer, all of our rights in the Letter of Credit are transfered to the transferee, and the transferee shall have sole rights as beneficiar under the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instrcted to advise future amendment(s) of the Letter of Credit to the transferee without our consent or notice to us, The original Letter of Credit is returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the ter and conditions to this Letter of Credit, including amendments as transferred. You are hereby advised that the transferee named above has succeeded The Ban of New York Mellon Trust Company, N.A., or a successor trstee, as Trutee under the Trust Indenture dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indentue dated as of October 1, 2008, as fuher amended or supplemented from time to time (the "Indenture") between Moffat County, Colorado (the "Issuer") and The Ban of New York Mellon Trust Company, N.A., as Trustee, pursuant to which U. S. $40,655,000 in aggregate principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Seres 1994 (the "Bonds") were issued. 0294 1-o273/LEGALl 48 I 2296.2 F-I Very truly yours, (Insert Name of Transferor) By: (Insert Name and Title) TRANSFEROR'S SIGNATURE GUARANTEED By: (Bank Name) By: (Insert Name and Title) By its signatue below, the undersigned trsferee acknowledges that it has dulysucceeded or a successor trstee as Trustee under the Indentue, (Insert Name of Transferee) By: (Insert Name and Title) 02941.0273/LEGAL 14812296.2 F-2 02941-0273/LEGALl4939709.1 EXHIBIT B OPINION OF (NTERNAL COUNSEL FOR THE BORROWER (Letterhead of Mid American Energy Company) November 19, 2008 To the paries listed on Schedule I hereto $2 I 6,470,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Projects) Series 1994 $9,365,000 Carbon County, Utah $8,190,000 Converse County, Wyoming $121,940,000 Emer County, Utah $15,060,000 Lincoln County, Wyoming $40,655,000 Moffat County, Colorado $21,260,000 Sweetwater County, Wyoming Ladies and Gentlemen: I have served as counsel to PacifiCorp (the "Company") in connection with the execution and deliver by the Company of (a) six separate First Supplemental Loan Agreements, dated as of October 1, 2008 (each a "Supplemental Loan Agreement" and collectively, the "Supplemental Loan Agreements "), betwee the Company and each of the Issuers listed above (collectively, the "Issuers "), (b) three separate Remarketing Agreements, dated November 18, 2008 (collectively, the "Remarketing Agreements") among the Remarketing Agents named therin (collectively, the "Remarketing Agents ') and the Company, (c) six separate Release Agreeents, dated November 19, 2008 (each a "Release Agreement" and, collectively, the "Release Agreements IT), by and among the Company, each of the Issuer, the Ban of New York Mellon Trust Company, N.A., as trustee, and Ambac Assurance Corporation ("Ambae ") and (d) six separate Letter of Credit Agreements, dated November 1 9,2008 (each a "Letter of Credit Agreement" and, collectively, the "Letter of Credit Agreements "), by and between the Company and Wells Fargo Bank, National Association, as Issuing Bank. Capitalized tenn used herein and not otherwise defined shall have the meaning assigned such teo in the Reofferng Circular, dated November 1 i, 2008 (the "Reoffering Circular "), relating to the abovementioned bonds (the "Bonds '). opinion of company counsel (2).doc 870 i 005/RDBfmo I have examined the Indentures, the First Supplemental Indentures, the Loan Agreeents, the Supplemental Loan Agreeents, the Release Agreements, the Remarketing Agreeents, the Letter of Credit Agreeents, the Reoffering Circular, the Company Mortgage, the Tenth Supplemental Indentue, the First Mortgage Bonds, the Pledge Agreements, the Amended and Restated Credit Agreement dated as of July 6, 200 among the Company, the ban par thereto, JPMorgan Chase Bank, N ,A., as Administrative Agent and Issuing Bank, and The Royal Ban of Scotland pIc, as Syndication Agent, as amended or supplemented to date (the "2006 Credit Agreement ") and the Credit Agreement dated as of October 23, 2007 among the Company, the banks party thereto, the Royal Bank of Scotland pIc, as Syndication Agent, and Union Ban of California, N.A., as Administrative Agent, as amended or supplemented to date (the "2007 Credit Agreement" and collectively with the 2006 Credit Agreement, the "Credit Agreements ") and such other documents, and have discussed the foregoing documents and such other matters with such offcials of the Company, as I consider necsar and appropriate to enable me to express the opinions stated in ths letter. I have relied, to the extent that I deem such reliance proper, upon certificates of public offcials and certificates of offcers of the Company with respect to the accuracy of material factual matter contained therein which were not independently established. I have assumed, with your consent, for the purposes of the opinions expressed in this letter, that the Indentures, the First Supplemental Indentures, the Loan Agreements, the Supplemental Loan Agreements, the Release Agreements, the Remarketing Agreements, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds and the Pledge Agreements have been duly authorized, executed and delivered by each part thereto, other than the Company. Based upon the foregoing, it is my opinion that: (a) the Company has been duly incorporated under the laws of the State of Oregon, has corprate power and authority to own its properes and to conduct its business as described in the Reoffering Circular; except as descrbed in the Reofferng Circular, to the best of my knowledge, is duly registered or qualified to do business and is in good standing (to the extent applicable) as a foreign corporation in each jurisdiction in which such registration, qualification or good standing is required (whether by reason of the ownership or leasing of propery, the conduct of its business or otherwise), except where the failure to so register or qualify or be in good standing is not reasonably likely to materially adversely affect the abilty of the Company to perform its obligations under the aforementioned documents; (b) the Company has corporate power and authority to execute and deliver the Supplemental Loan Agreements, the Remarketing Agrements, the Letter of Credit Agreements and the Release Agreements and to take all actions required or permitted to be taken by the Company by or under, and to perform and observe the covenants and agreements on its part contained in, the Supplemental Loan Agreements, the Remarketing - 2 - Agreements, the Letter of Credit Agreements, the Credit Agreements and the Release Agreements; (c) the Company has duly taken all corporate action necessar to be taken by it prior to the date hereof for the authorization of: (i) the execution, deliver and performance by the Company of the Supplemental Loan Agreements, the Remarketing Agreeents, the Letter of Credit Agreements and the Release Agreeents; (ii) the distrbution of the Reofferng Circular; and (iii) the carng out, giving effect to, consummation and performance by the Company of the trsactions and obligations contemplated by the Supplemental Loan Agreements, the Remareting Agreements, the Release Agreements, the Letter of Credit Agreements and the Reoffering Circular, provided that no opinion is expressed with respect to compliance with any securities laws; Cd) the Release Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements have been duly authorized, exected and delivered, as the case may be, by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accrdance with their respective ters, except as the enforcement thereof may be limited by banptcy, insolvency, reorganzation, moratorium or other laws relating to or affecing the enforcement of creditors' rights or contractul obligations generally or by general principles of equity or judicial discretion and except as rights of indemification under the Remarketing Agreement or the Release Agreement may be limited by principles of public policy; (e) the First Mortgage Bonds continue to be pledged to secure the Company's loan payment obligation under each Loan Agreement, as amended and restated by the applicable Supplemental Loan Agrement; (f) the execution and delivery by the Company of the Remarketing Agreements, the Release Agreeents, the Letter of Credit Agrements and the Supplemental Loan Agreements, the compliance by the Company with the ters, conditions or provisions thereof and the consummation by the Company of the transactions therin contemplated do not and wil not contravene the Third Restted Aricles of Incorpration or bylaws of the Company or, to the best of my knowledge, any rule, order, wrt, injunction or decree of any court, federal or state regulatory body, administrative agency or other governental body applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Company Mortgage or any material mortgage, indentue, agreement or instrent to which the Company is a par or by which it or any of its propertes is bound and of which I have knowledge or, to the best of my knowledge, and except for the First Mortgage Bonds, result in the creation or imposition of any mortgage, lien, charge or - 3 - encumbrance of any nature whatsoever upon any of the properties or assets of the Company; (g) on and as of the date hereof, all authorizations, consents and approvals of, notices to, registrations or filings with or actions in respect of any goverental body, agency, regulatory authority or other instrmentality or cour required to be obtained, given or taen on behalf of the Company in connection with the remarketing and public reofferng of the Bonds, the execution, deliver and performance by the Company of the Remarketing Agreements, the Release Agreeents, the Leter of Credit Agreeents and the Supplemental Loan Agreements have been obtained, given or taken and are in full force and effect, provided that no opinion is expressed with respect to compliance with any securities laws; (h) to the best of my knowledge, other than as descrbed in the Reoffering Circular, the Company has not received notice of or process in any action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending against the Company, nor is any such action, suit, proceeding, inquiry or investigation pending or threatened against the Company, wherein an unfavorable decision, ruling or finding would have a materal adverse effect on the properes, business, financial condition or results of operations of the Company or the transactions contemplated by the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements, the Credit Agreements, the Supplemental Loan Agreements or the Reoffering Circular, or which would adversely affect the validity or enforceability of, or the authority of the Company to perorm its obligations under, the Remarketing Agreements, the Release Agreeents and the Supplemental Loan Agreements or materally adverely affect the abilty of the Company to perform its obligations thereunder; and (i) to the best of my knowledge, the Company is not in default under the Company Mortgage, the Letter of Credit Agreements, the Credit Agreements, the Loan Agreement or any material indenture or other agreement or instrent govering outstanding indebtedness issued by the Company nor, to the best of my knowledge, has any event occurred, which event is continuing, which with notice or the passage of time or both would constitute a default under any such document. I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of interest on the Bonds, as to which you have received the opinion, dated this date, of Chapman and Cutler LLP. In addition, I express no opinion as to the application or effect of any securities law to the transactions contemplated by the Reoffering Circular. I express no opinion as to (i) the effect of any insurance law on the trsactions contemplated by the Release Agreement, (ii) whether any action, except the consent of the County as set forth in the Release Agreeent, is required for the release of the County's rights, if any, under the municipal bond insurance policy or (iii) the scope of the release, except for the - 4- release by the County of Ambac from Ambac's obligations under the municipal bond insurance policy to pay principal of and interest on the Bonds in the event that the Company fails to make such payments, or whether the terms of the Release Agreement may be affected by Ambac's purported retention of subrogation rights. Additionally, I advise you that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Reofferng Circular, except as set forth above, nothing has come to my attention in the course of my paricipation in the preparation of the Reoffering Circular and in the transactions contemplated thereby, or in the performance of my duties as Counsel to the Company, or otherise, that causes me to believe, as of the date hereof, that the Reoffering Circular (excet for the financial statements and other financial and statistical data included or incorprated by reference therein, as to which I express no opinion) contains any untre or misleading statement of a materal fact or omits to state any materal fact necessar to make the statements therein, in the light of the circumstaces under which they were made, not misleading. The opinions expressed herein are limited to matters govered by the laws of the United States of America and the State of Oregon and, as to the opinions expressed in paragraph (g) above, the laws of the States of California, Idaho, Utah, Washington and Wyoming, that are applicable to PacifiCotp as a regulated public utilty in such states, and I express no opinion as to the law of any other jurisdiction. In renderng the opinions expressed herein, I have relied upon the attached opinion letter of Jeffer B. Erb, Esq., Assistant General Counsel to the Company, as to the matters expressed therein and the opinions expressed herein are subject to all of the assumptions and qualifications recited in the opinion letter attached hereto. I hereby confirm my consent to the use of my name on the cover page and under the caption "CERTAI LEGAL MAITERS" in the Reoffering Circular. This opinion is addressed solely to you in connection with the Remarketing Agreement and is not to be relied upon by any other person or for any other purses or quoted or refered to in any public document or filed with any governmental agency or other pern, except for inclusion in the transcript of documents relating to the reoffering of the Bonds, without my wrtten consent. Very trly yours, - 5 . LETTER OF CREDIT AGREEMENT dated November 19, 2008 by and among PACIFICORP, as the "Borrower" and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the "Issuing Ban" $21,260,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds, Series 1994 (PacifiCorp Project) 02941-D273/LEGALl4940417.1 ARTICLE I Section i .01 Section 1. 02 ARTICLE II Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2,05 ARTICLE II Section 3.01 Section 3.02 ARTICLE IV Secton 4.01 Section 4.02 Section 4,03 Section 4.04 Section 4.05 Section 4.06 Section 4,07 Section 4.08 Section 4.09 Section 4,10 Section 4,11 Section 4.12 Section 4,13 Section 4,14 Section 4.15 Section 4.16 Table of Contents Page DEFINITIONS....,................."....,',....."...,...............,.........,............................. i Certain Defined Tenns............,..,..........,.............".,.,..,..,.,...,...........,... 1 Relation to Other Documents.......... ........ ........ ................... ........... ... .... 3 AMOUNT AND TERMS OF THE LETTER OF CREDIT .......... .................. 3 The Letter of Credit ..............................,.............................................. 3 Term..................,............................"....................................................3 Fees......................................................................................................3 Credit Agreement,.,........,..................,.................................................. 4 Extension of the Expiration Date......................................................... 5 CONDITIONS OF ISSUANCE ......................................................................5 Conditions Precedent to Issuance of the Letter of Credit .................... 5 Additional Conditions Preceent to Issuance of the Letter of Creit.....................,.,......,.,........................".,'.....,.......,.........,......,.......6 MISCELLANEOUS ,..,.....,....,....,',.,......,................,.,.......,............................,.7 Amendments, Etc......,..,.....,',....."........................,..........,.......,.......".,' 7 Notices, Etc.....................,.........................................,.."....................., 7 No Waiver; Remedies......."................................................................. 7 Indemnification .....,..... ..,.,... .., ,...,.. ,...,.,',......, ".....,...,.... ,.. ...,.."........,... 8 No Liability of the Issuing Bank,......................................................... 9 Costs, Expenses and Taxes...................... .................................. ....... ... 9 Binding Effect ..............................,."...............,.................................... 9 Severability ............................,...."................................................,.... 10 Governing Law...........,.................................. .......... ................. ......... 10 OREGON STATE NOTICE.............................................................. 10 Continuing Obligation,........... .................. .........................,.......,....... 10 Immediate Advance ........ ......... .................. ....... ...... ........................... 10 Drawing a Certification..........................,........................................... 10 Facsimile Documents..........."........."......,...,..".....................,.."......., 10 Counterpars......,',.........".......,......".."...,.".......,......,.................,.......11 USA PATRIOT ACT NOTIFICATION ......... ........... ................ ....... 11 EXHIBIT A FORM OF IRRVOCABLE LEITER OF CREDIT 02941"(273fLEGALl4940417.1 LETTER OF CREDIT AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated November 19, 2008 (this "Agreeent"), by and between PACIFICORP, an Oregon corpration (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the hereinafter described Letter of Credit (the "Issuing Ban"). Cerain tens used herein are defined in Artcle I of this Agreeent. RECITALS: (1) (2) (3) the Bonds, The Borrower has entered into the Credit Agreement. The Issuer has heretofore issued the Bonds puruant to the Indenture, The Issuer and the Borrower have entered into the Loan Agreement peraining to (4) Under the Loan Agreement the Borrower has agreed to cause the Bonds to be secured by an irrevocable direct pay letter of credit. (5) In order to reduce interest costs on the Bonds, and to induce the purchase of the Bonds, the Borrower has requested that the Issuing Ban issue its irrevocable transferable letter of credit as described herein. (6) The Issuing Ban is willng to issue the letter of crit in substantially the fonn attached hereto as Exhibit A on the ters set fort in the Credit Agreement as supplemented herein. NOW, THEREFORE, in consideration of the premises, including the benefits to be realized by Borrower as above descrbed, and in order to induce the Issuing Ban to issue the Letter of Credit, the paries hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Certain Defined Tens. Unless otherise defined in this Agreeent, tenns defined in the Credit Agreement and in the foregoing recitals shall have the meanings respectively indicated therein. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "A Drawing" means a drawing under the Letter of Credit pursuant to Anex A to the Letter of Credit. "Adminstrative Agent" means Union Ban of Californa, N.A. in its capacity as Administnitive Agent under the Credit Agreement, and its successors in such capacity. 0294I-0273/LEGALl49404l7.1 "Available Amount" shall mean the total amount available to be drawn under the Letter of Credit, as the same may be reduced and reinstated from time to time in accordance with the provisions of the Letter of Credit. "B Drawing" means a drawing under the Letter of Credit pursuant to Annex B to the Letter of Credit. "Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (ii) the Remarketing Agreeent, (iv) the Release Agreement, (v) this Agreeent and (vi) any other document executed by the Borrwer in connection with the issuance, rcofferng or sale of the Bonds. "Bonds" or "Bonds" shall mea Issuer's $21,260,000 Pollution Control Revenue Refunding Bonds (pacifiCorp Project), Seres 1994. "Business Day" has the meanng assigned thereto in the Letter of Credit. "C Drawing" means a drawing under the Letter of Credit pursuant to Annex C to the Letter of Credit. "Closing Date" shall mean November 19,2008, "Credit Agreement" means that cerain Credit Agreement dated as of October 23, 2007, among the Borrower, various bans identified therein, the Administrative Agent and The Royal Bank of Scotland pIc, as Syndication Agent, as amended or supplemented from time to time. "D Drawing" means a drawing under the Letter of Credit pursuant to Annex D to the Letter of Credit. "Expiration Date" shall have the meaning assigned to such ter in the Letter of Credit. "Indentue" shall mea that cen Trust Indenture dated as of November 1, 1994 between the Issuer and the Trustee, as amended, supplemented and restated though and including the date hereof. "Issuer" shall mea Sweetwater County, Wyoming, and its lawful successors and assigns, "Letter of Credit" means the irrevocable direct pay letter of credit issued by the Issuing Ban to the Trustee to secure payment of the Bonds, substantially in the fonn of Exbit A attched hereto. "Loan Agreeent" shall mean the Loan Agreeent dated as of November 1, 1994 between the Borrower and the Issuer, as amended, supplemented and restated thugh and including the date hereof. "Offcial Statement" meas the Reofferng Circular dated November 11, 2008 relating to the Bonds, together with the documents incorporated therein by reference. 0294 i -D273/LEGALl4940417.1 2 "Pledged Bonds" has the meaning assigned thereto in the Indentue. "Release Agreement" means the Release Agreement dated as of November 19,2008, by and among the Borrower, the Issuer, the Trustee, and Ambac Assurance Corporation. "Remarketing Agent" means the placement or remarketing agent at the time sering as such under the Remarketing Agreement and designated as the Remarketing Agent for puroses of the Indenture. The current Remarketing Agent is Morgan Stanley & Co. Incorporated. "Remarketing Agreement" means the Remarketing Agreement dated November 18, 2008 between the Borrower and the Remarketing Agent, as from time to time amended or supplemented, or if such Remarketing Agreement shall be terinated, then such other agreement which may from time to time be entered into with any Remarketing Agent with respect to the remarketing or placement of the Bonds. "Trustee" mea The Ban of New York Mellon Trust Company, N.A., or any succesor trstee under the Indentue. Section 1 ,02 Relation to Oter Documents. Nothing in this Agreement shall be deemed to amend, or relieve the Borrower of any of its obligations underi the Credit Agreement or any related document. To the extent any provision of this Agreement conflcts with any provision of the Credit Agreement or any other Related Document to which the Borrower and the Issuing Ban are parties, the provisions of this Agreement shall control as between the Borrower and the Issuing Ban. ARTICLE II AMOUNT AND TERMS OF THE LETTER OF CREDIT Section 2.01 The Leter of Credit. Subject to the terms and conditions of this Agreement, the Issuing Ban agrees to issue the Letter of Creit to the Trustee as beneficiar on the Closing Date. The Letter of Credit shall be in the original stated amount of $21,595,501 consisting of (i) $21,260,000 to pay principal of the Bonds, plus (ii) 48 days' interest on said principal amount computed at the rate of twelve percent (12%) per aium calculated on the basis of a 365 day year and actual days elapsed, in the amount of $335,501. Section 2.02 Credit. Ter. The Letter of Credit wil expire as provided in the Letter of Section 2.03 Fees, The Borrower hereby agrees to pay to the Issuing Ban, the following non-refundable fees: (a) a letter of credit fronting fee calculated at the anual rate of 0.125% on the total stated amount of the Letter of Credit and payable in arears on each "Quarerly Payment Date" (as defined in the Credit Agreement) begiriing on December 31, 2008 (with the initial such fee payment to be pro-rated to reflect that the Letter of Credit is being issued as of the date of this Agreement) and which shaH otherwise accrue and be 0294 i -0273/LEGALI 4940417. I 3 calculated consistent with the provisions of the Credit Agreeent and which shall continue to the Expiration Date (including any extension thereof); (b) upon each draw upon the Letter of Credit by the Trustee, the Borrower agrees to pay to the Issuing Ban promptly upon its demand therefor a fee of $250 for the administration of a draw request; (c) an extension fee in the amount then customarly assessed by the Issuing Bank for extensions of letters of credit of the same or similar type and amount as the Letter of Credit, togeter with any fees and costs incured by the Issuing Ban in connection therewith, for each extension (if any) of the Expiration Date beyond November 19, 2010; (d) a transfer fee in the amount then customarly assessed by the Issuing Ban for transfers of letters of credit of the same or similar type and amount as the Letter of Credit, together with any fee and costs incured by the Issuing Ban in connecion therewith; and (e) an amendment fee in the amount then customarly assessed by the Issuing Ban, plus the Issuing Ban's fees and costs, payable on the day of any amendment to the Letter of Credit, incurred in connection with such amendment. As used herein, "amendment" mean any wrtten change to the Letter of Credit, or issuance and deliver of an amended, substituted, replacement, or additional letter of credit, including any documents the Issuing Ban deterines to issue to reflect any reinstatement (other than an automatic reinstatement) of any portion of the state amount of the Letter of Credit. Section 2.04 Credit Agreement. (a) The Borrower has requested the Issuing Bank to issue the Letter of Credit puruant to the ters and conditions of the Credit Agreement, including, without limitation, Section 2.17 thereof. The paries hereto covenant and agree that the provisions of the Credit Agreement shall apply to and govern with respect to the issuace of the Letter of Credit, the Letter of Credit Liabilties arsing as a result thereof and all other matters relating thereto. (b) The Borrower acknowledges and agrees that for all purposes hereunder and under the Credit Agreement, including without limitation for puroses of deterining the "Payment Date" and the date from which interest shall accre on any Reimbursement Obligation under Section 2.17(c) of the Credit Agreement, (1) the Borrower shall be deemed to have notice of any A Drawing or B Drawing on the Letter of Credit on the Business Day preceding such drawing and (2) the Borrower shall be deemed to have notice of any C Drawing or D Drawing on the Letter of Credit by 10:00 A.M, (New York City time) on the date of such drawing. (c) The Borrower hereby represents and warrants that (1) the representations and waranties contained in Section 4.04(b) and Section 4.05 of the Credt Agreement are tre on and as of the date of the issuance of the Letter of Credit; 0294 I-0273/LEGALl4940417. I 4 (2) After the issuance of the Letter of Credit, the Total Outstanding Amount wil not exceed the Total Commitment and the aggregate amount of the Letter of Credit Liabilties shall not exceed $200,000,000; (3) Immediately prior to and after the issuace of the Letter of Credit, no Default shall have occurred and be continuing under the Credit Agreement; (4) The representations and waranties of the Borrower contained in the Bond Documents and the Credit Agreement are correct on and as of the date of issuance of the Letter of Credit, before and after giving effect to such issuance, as though made on and as of such date; (5) No petition by or against the Borrower has at any time been filed under the United States Banptcy Code or under any similar act; and (6) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution of this Agreement or the Bond Documents, which constitutes an Event of Default under the Credit Agreement or would constitute an Event of Default under the Credit Agreement but for the requirement that notice be given or time elapse or both. Section 2.05 Extension of the Expiration Date. If the Issuing Bank intends to elect not to extend the then current Expiration Date set fort in the Letter of Credit, the Issuing Ban shall provide written notice to the Borrower of such intention on or before August 21, 2009. In addition, if the Issuing Ban makes such election to not extend the scheduled Expiration Date, the Issuing Ban shall provide written notice of the Issuing Ban's election to the Trustee on or before October 20,2009, The deterination whether to extend the Expiration Date shall be in the independent absolute discretion of Issuing Bank. ARTICLE II CONDITIONS OF ISSUANCE Section 3,01 Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Ban to issue the Letter of Credit is subject to the conditions precedent that the Issuing Bank shall have received on or before the date of the issuance of the Letter of Credit the following items, each dated such date, in form and substance satisfactory to the Issuing Bank, that the other conditions described below shall have been satisfied and that the costs, expenses and fees due and payable under Section 2.03 and 4.06 hereof shall have been paid: (a) The Issuer, the Borrower and the Trustee shall have duly authorized, executed and delivered the Bond Documents, all in form and substance satisfactory to the Issuing Ban and its counseL. (b) The Bonds shall have been duly reoffered and sold pursuant to the Remarketing Agreement. 02941'(273/LEGALl4940417.1 5 (c) The representations and waranties contained in the Bond Documents shall be tre in all material respects on the Closing Date with the same effect as though made on and as of that date, and no condition, event or act shall have occured which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement. (d) The Issuing Bank shall have received from counsel for the Borrwer an opinion in substantially the form attached as Exhibit B hereto. (e) The Issuing Bank shall have received frm Bond Counsel an approving opinion in substantially the form attached to the Reoffering Circular. (f) All proceedings taken in connection with the execution and deliver of the Bonds shall be reasonably satisfactory to the Issuing Ban and the Issuing Ban shall have received copies of such cerficates, documents and papers as reasonably requested in connection therewith, all in form and substance reasonably satisfactory to the Issuing Bank. The Borrower shall supply to the Issuing Bank copies certified by the secreta or an assistant secretar of the Borrower of corporate resolutions in form and substance reasonably satisfactory to the Issuing Ban with respect to the authorization of the Bond Documents and the execution thereof by the Borrower, a cerficate of the Secreta or an Assistant Secretar of the Borrower cerifyng the names and tre signatues of the offcers of the Borrower authorized to sign this Agreeent and the related Documents to which it is a pary, the Articles of Incorporation and By-Laws of the Borrower, together with all amendments thereto, and a copy of a cerificate issued by the Secretary of State of the State of Oregon issued no more than 30 days preceding the Closing Date, stating that the Borrower is in good standing in the State of Oregon, (g) No law, regulation, ruling or other action of the United States, the State of California or any political subdivision or Issuer therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Issuing Ban from fulfillng its obligations under this Agreement. (h) The Issuing Bank shall have been designated as an "issuing ban" by the Administrative Agent and the Borrwer as provided in the Credit Agreement and Borrower provides a Notice of Issuance to the Issuing Bank as required, Section 2.17(b) in the Credit Agreement. Section 3.02 Additional Conditions Precedent to Issuance of the Leter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall be subject to the further conditions precedent that on the date of the issuance of the Letter of Credit, the Issuing Bank shall have received such other documents, instruents, approvals and, if requested by the Issuing Bank, certified duplicates of executed copies thereof, and opinions as the Issuing Bank may reasonably request. 0294 1..73/LEGALl4940417. I 6 ARTICLE IV MISCELLANEOUS Section 4.01 Amendments. Etc. No amendment or waiver of any provision of this Agreeent, nor consent to any departe by the Borrower therefrom, shall in any event be effective unless the same shall be in wrting and signed by the Issuing Ban and the Borrower and then such waiver or consent shall be effective only in the specific instance and for the specific purose for which given. Section 4.02 Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telecopier communication or other electronic meas if accompanied by telephonic confinnation of receipt) and mailed, telecopied or delivered as follows: If to the Borrower, at: PacifiCorp 825 N.E. Multnomah St. Portland, Oregon 97232 Attention: Vice President and Treasurer Fax: (503) 8l3~5673 If to the Issuing Ban, at: Wells Fargo Bank, National Association Corporate Baning - Utilty and power Group 1300 SW 5th Avenue, 7th Floor Portland, Oregon 97201 Fax: (503) 886-22 1 1 or, as to each part, at such other address as shall be designated by such part in a wrtten notice to the other pary, All such notices and communications shall, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except that notices to the Issuing Ban shall not be effective until received by the Issuing Ban. Section 4.03 No Waiver; Remedies. No failure on the par of the Issuing Ban to exercise, and no delay in exerising, any right hereunder shall operate as a waiver thereof; nor shall any single or partal exercise of any right hereunder preclude any other or fuer exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law, Section 4.04 Indemification. In addition to the payment of expenses pursuant hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold the Issuing Ban, and the officers, directors, employees, agents, and affliates the Issuing Ban (collectively called the "Indemitees") harless from and against, any and all other liabilties, obligations, losses, damages, penalties, actions, judgments, 0294 t -02 73/LEGAL 14940417.1 7 suits, claims, costs, expenses and disbursements of any kind or natue whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or. judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a pary thereto), that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating to or arising out of this Agreement or other agreements executed and delivered by the Borrower in connection herewith or with the Bonds or the use or intended use of the Letter of Credit or the lack of any requirement that the Letter of Credit be surrendered with each draw thereon (the "indemnified liabilties"); provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any indemnified liabilities arsing from the gross negligence or wilful misconduct of that Indemntee. To the extent that the underaking to indemnify, payor hold harless set fort in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to contribute the maximum portion that it is penitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemified liabilties incurred by the Indemnitees or any of them. The Borrower shall not be liable for any settlement without its consent. The Borrower hereby further indemnifies and holds the Indemnified Paries harmless from and against any and all claims, damages, losses, liabilties, costs or expenses which may be incured or which may be claimed against the Indemnified Paries by any person or entity: (a) by reason of any inaccuracy or alleged inaccuracy in any materal respect, or any untrue statement or alleged untrue statement of any material fact, contained in the Offcial Statement or any amendment or supplement thereto, or by reason of the omission or alleged omission to state therein a materal fact necessar to make such statements, in the light of the circumstances under which they were made, not misleading; or (b) by reason of or in connection with the execution, delivery or perormance of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by the Indenture or the Loan Agreement; or (c) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make payment under, the Letter of Credit; provided, however, that the Borrower shall not be required to indemnify the Issuing Ban puruant to this Section 4,04 for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the Issuing Ban's wilful failure to make lawful payment under the Letter of Credit after the presentation to it by the Trustee or a successor trstee under the Indenture of a draft and certificate strictly complying with the ters and conditions of the Letter of Credit. Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in Article II, Without prejudice to the survival of any other obligation of the Borrower hereunder, the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the payment in full of amounts payable pursuant to Article II and the tenination of the Letter of Credit. Section 4.05 No Liabilty of the Issuing Bank. The Borrower assumes all risks of the acts or omissions of any beneficiary of the Letter of Credit with respect to its 0294 I -0273/LEGALI4940417.1 8 administration and utilzation of the Letter of Credit. Neither the Issuing Ban nor any of its offcers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of beneficiar in connection therewith; or (b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insuffcient, fraudulent or forged; or (c) payment by the Issuing Ban against presentation of documents which, on their face, appear to comply with the terms of the Letter of Credit, even though such documents may fail to bear any reference or adequate reference to the Leter of Credit or (d) any other circumstances whatsoever in making or failng to make payment under the Letter of Credit in connection with which the Issuing Bank would, pursuant to the Uniform Customs and Practice for Documenta Credits (2007 Revision), International Chamber of Commerce Publication No. 600, be absolved from liability. In furtherance and not in limitation of the foregoing, the Issuing Ban may accept documents that appear on their face to be in order, without responsibilty for further investigation, regardless of any notice or information to the contrary. Section 4.06 Costs, Expenses and Taxes, The Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, deliver, filing, recording, administration, modification and amendment of this Agreeent and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Issuing Ban and local counsel who may be retained by said counsel, with respect therto and with respect to advising the Issuing Ban as to its rights and responsibilties under this Agreement. The Borrower furter agrees to pay on demand all costs and expenses (including reasonable counsel fees and expenses) in connection with (i) the enforcement (whether thugh negotiations, legal proceedings or otherwise) of this Agreement and such other documents which may be delivered in connection with this Agreement, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under the Letter of Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the Letter of Credit or any such other documents, and agrees to save the Issuing Bank harmless from and against any and all liabilties with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Section 4.07 Binding Effect. This Agreeent shall become effective when it shall have been executed by the Borrwer and the Issuing Ban and thereafter shall be binding upon and inure to the benefit of the Borrower, the Issuing Ban, and their respective succssors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Issuing Ban. Section 4,08 Severability, Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jursdiction, be ineffective to the extent of such prohibition, unenforceabilty or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceabilty or legality of such provision in any other jurisdiction. o 2941-0273/LEGAL149404 17.1 9 Section 4.09 Govering Law. This Agreement shall be govered by, and construed in accordance with, the laws of the State of New York except that the authority of the Borrower to execute and delivery this Agreement shall be govered by the laws of the State of Oregon, Section 4.10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENT MADE BY LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERA nON AND BE SIGNED BY LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE. Section 4.11 Continuing Obligation. This Agreement is a continuing obligation, shall survive the expiration of the Letter of Credit until amounts owed hereunder and under the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its succsors and assigns, and (b) inure to the benefit of and be enforceable by the Issuing Ban and its successors, transferees and assigns. Section 4.12 Immediate Advance. The Borrwer recognizes that upon issuance of the Letter of Credit, the Issuing Ban is irrevocably bound to honor any and all drafts drawn and presented in compliance with the ters thereof, up to an aggrgate amount equal to the Stated Amount. Accordingly, in order to induce the Issuing Ban to issue the Letter of Credit, the Borrower agrees that, notwithstanding anyting herein to the contrary, the issuace of the Letter of Credit shall be and is deemed to constitute an immediate "advance" in the amount of the Stated Amount for purposes of deterining the respective rights of the Borrower and the Issuing Bank. Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent thereof under the Letter of Credit shall be deemed (i) a ceification by the Borrower that the representations and waranties incorporated by reference in Section 2.04(c) of this Agreeent are correct in all material respects as of the date of the drawing, and (ii) a certification by the Borrower that it is in all other respects in compliance with the provisions of this Agreeent. Section 4.14 Facsimile Documents. At the request of the Borrower, the Letter of Credit provides that demands for payment thereunder may be presented to the Issuing Ban by, among other methods, facsimile. The Borrower acknowledges and assumes all risks relating to the use of such facsimile demands for payment and agrees that its obligations under this Agreement, the Credit Agreement and the Related Documents shall remain absolute, unconditional and irrevocable if the Issuing Bank honors such facsimile demands for payment. Section 4.15 Counterpars. This Agreement may be executed in counterar by the paries hereto, and each such counterpart shall be considered an original and all shall constitute one and the same instrument. Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to Borrower pursuant to Section 326 of the USA Patrot Act of 2001, 31 U.S.C. Section 5318. IMPORTANT IN FORMA nON ABOUT PROCEDURES FOR OPENING A NEW 02941-o273/LEGAL 14940417.1 10 ACCOUNT. To help the governent fight the funding of terorism and money launderng activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person or entity that opens an account, including any deposit account, treasur management account, loan, other extension of credit, or other financial services product. What this means for Borrower: When Borrower opens an account, if Borrower is an individual, the Issuing Ban wil ask for Borrower's name, taxpayer identification number, business address, and other information that wil allow the Issuing Ban to identify Borrower. The Issuing Bank may also ask, if Borrwer is an individual, to see Borrower's driver's license or other identifyng documents, and, if Borrower is not an individual, to see Borrower's legal organizational documents or other identifyng documents. 0294 i ..273fLEGALl4940417. i 11 IN WITNESS WHEREOF, the paries hereto have caused this Agreement to be duly executed and delivered by their respective offcers thereunto duly authorized as of the date first above wrtten. P ACIFICORP, as Borrower By ~N W.~Name: ~ ~ ..!tVTitle: ~:J ~~v.re:r Signature Page to Letter of Credit Agreement Sweetwater County, Wyoming IN WITNESS WHEREOF, the parties herto have caused this Agreement to be duly executed and delivered by their respective offcers thereunto duly authorized as of the date first above wrtten. . WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Ban vß. L (Sa. LCÅv-p' e.n t.UC V iCe prer' ri e. t . By Name: Title: Signature Page to Lener of Credit Agreement Sweetwater County, Wyoming 0294I-0273ILEGALl494017.1 EXHIBIT A TO LETTER OF CREDIT AGREEMENT FORM OF LETTER OF CREDIT IRRVOCABLE LETTER OF CREDIT November 19, 2008 Letter of Credit No. NZS630107 The Ban of New York Mellon Trust Company, N.A. 2 Nort LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Global Corporate Trust Ladies and Gentlemen: We hereby establish in your favor, as Trustee for the benefit of the owner of the Bonds under the Indenture described below, at the request and for the accunt of PacifiCorp, an Oregon corporation, our irrevocable letter of credit in the amount of U.S. $21,595,501 (Twenty One Milion Five Hundred Ninety Five Thousand Five Hundred One Dollars) in connection with the Bonds (as defined below) available with ourselves by sight payment against presentation of one or more signed and dated demands addressed by you to Wells Fargo Ban, National Association, Letter of Credit Operations Offce, San Francisco, California, each in the form of Annex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drawing"), or Annex D (a "D Drawing") hereto, with all instructions in brackets therein being complied with. Each such demand must be presented to us in its original form at the Presentation Office (as hereinafter defined) or by facsimile transmission of such original form to us at (415) 296-8905. Each such presentation must be made at or before 5:00 p.m, San Francisco time on a Business Day (as hereinafter defined) to our Letter of Credit Operations Offce in San Francisco, Californa, presently located at One Front Street, 21st Floor, San Francisco, California 94111, (the "Presentation Office"). This Letter of Credit expires at our Letter of Credit Operations Office in San Francisco, California on November 19, 2009, but shall be automatically extended, without written amendment to, and shall expire on, November 19, 2010 unless on or before October 20, 2009, you have received written notice from us sent by express courier or registered mail to your address above or by facsimile transmission to (312) 827-8542 (the "Fax Number"), that we elect not to extend this Letter of Credit beyond November 19,2009. (The date on which this Letter of Credit expires puruant to the preceding sentence, or if such date is not a Business Day then the first (1st) succeeding Business Day thereafter, wil be hereinafter referred to as the "Expiration Date".) To be effective, the notice from us described in the first sentence of this paragraph must be received by you on or before October 20,2009. As used herein the term "Business Day" shall mean a day on which our San Francisco Letter of Credit Operations Offce is open for business, The amount of any demand presented hereunder wil be the amount insered in numbered Paragraph 4 of said demand, By honoring any such demand we make no representation as to the correctness of the amount demanded. 0294 i .02731LEGALl48 123 13.2 We hereby agree with you that each demand presented hereunder in full compliance with the terms hereof wil be duly honored by our payment to you of the amount of such demand, in immediately available funds of Wells Fargo Ban, National Association: (i) not later than 10:00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before noon, San Francisco time, or (ii) not later than 10:00 a.m., San Fracisco time, on the second Business Day following the Business Day on which such demand is presented to us as aforesaid, if such presentation is made to us after noon, San Francisco time. Notwithstanding the foregoing, any demand presented hereunder, in full compliance with the terms hereof, for a C Drawing wil be duly honore (i) not later than 11 :30 a.m., San Francisco time, on the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before 9:00 a.m" San Francisco time, and (ii) not later than 11 :00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San Francisco time. If the remittance instrctions included with any demand presented under this Letter of Credit require that payment is to be made by transfer to an account with us or with another ban, we and/or such other ban may rely solely on the account number specified in such instrctions even if the account is in the name of a person or entity different from the intended payee. With respect to any demand that is honored hereunder, the total amount of this Letter of Credit shaH be reduced as follows: (A) With respect to each A Drawing paid by us, the total amount of this Letter of Credit shaH be reduced by the amount of such A Drawing with respect to all demands presented to us after the time we receive such A Drawing; provided, however, that the amount of such A Drawing shall be automatically reinstated on the eighth (8th) Business Day following the date such A Drawing is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express courier or registered mail or by facsimile trsmission to the Fax Number, no later than seven (7) Business Days after such A Drawing is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; (B) With respect to each B Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the sum of (i) the amount inserted as principal in paragraph S(A) of the applicable demand plus (2) the greater of (a) the amount insered as interest in paragraph S(B) of the applicable demand and (b) interest on the amount inserted as principal in paragraph SeA) of the applicable demand calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest 02941.Q273/LEGALl48 123 13.2 2 whole cent) with respect to all demands presented to us after the time we receive such B Drawing and shall not be reinstated; (C) With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demands presented to us after the time we receive such C Drawing by the sum of (l) the amount inserted as principal in paragraph 5(A) of the C Drawing plus (2) the greater of (a) the amount insered as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount inserted as principal in paragraph 5(A) of the C Drawing calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provided; however, that if the Bonds (as defined below) related to such C Drawing are remarketed and the remarketing proceeds are paid to us prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the same number of days, at the same interest rate, and on the basis of a year of the same number of days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cent being rounded upward to the nearest whole cent), with such reinstatement and its amount being promptly advised to you; provided, however, that in no event wil the total amount of all C Drawing reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this paragraph (C), Upon presentation to us of a D Drawing in compliance with the ters of this Letter of Credit, no furter demand whatsoever may be presented hereunder, No more than one A Drawing which we honor shall be presented to us during any consecutive twenty-seven (27) calendar day perod. No A Drawing which we honor shall be for an amount more than U.S. $335,501. It is a condition of this Letter of Credit that the amount available for drawing under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authorization in the form of Annex E to this Letter of Credit (with all instructions therin in brackets being complied with) sent to us at the Presentation Offce as a signed and dated original form or sent to us as an authenticated SWIFT message at the SWIF Address. This Letter of Credit is subject to, and engages us in accordance with the terms of, the Uniform Customs and Practice for Documentar Credits (2007 Revision), Publication No. 600 of the International Chamber of Commerce (the "UCP"); provided, however, that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of the UCP wil not be applicable to this Letter of Credit, and provided further that Aricle 32, the second sentence of Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit. Furthermore, as provided in the first sentence of Article 36 of the UCP, we assue no liabilty or responsibilty for consequences arsing out of the interrption of our business by Acts of God, riots, civil commotions, insurrections, wars, acts of terrorism, or by any strkes or lockouts, or any other causes beyond our control. Matters related to this Letter of Credit which are not 02941.0273/LEGAL14812313.2 3 covered by the UCP wil be governed by the laws of the State of California, including, without limitation, the Unifonn Commercial Code as in effect in the State of California, excet to the extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit. This Letter of Credit is transferable and may be transferred more than once, but in each case only in the amount of the full unutilized balance hereof to any single transferee who you shall have advised us pursuant to Anex F has succeeded The Ban of New York Mellon Trust Company, N.A. or a successor trstee as Trustee under the Trust Indenture dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1, 2008, as further amended or supplemented from time to time (the "Indentue") betwee Sweetwater County, Wyoming (the "Issuer") and The Ban of New York Mellon Trut Company, N,A., as Trustee, pursuant to which U.S. $21,260,000 in aggegate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Seres 1994 (the "Bonds") were issued, Transfers may be effected without charge to the transferor and only through ourselves and only upon presentation to us at the Presentation Offce of a duly executed instrument of transfer in the fonn attached hereto as Annex F, Any transfer of this Letter of Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of presentation of demands from our Letter of Credit Operations Offce in San Francisco, California. All payments hereunder shall be made from our own funds. This Letter of Credit sets forth in full our undertaking, and such underaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrent or agreement referred to herein (including, without limitation, the Bonds and the Indenture), except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter of Credit; and any such reference shall not be deemed to incorporate herein by reference any document, instrment or agreement except the UCP. WELLS FARGO BANK, NATIONAL ASSOCIATION By: Authorized Signature Letter of Credit Operations Offce Telephone No.: 1-800-798-2815 Facsimile No.: (415) 296-8905 0294 1-o273/LEGALl48 123 13.2 4 Annex A to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS6301 07 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 2 i ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630107 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE INDENTURE), OF UNPAID INTEREST ON THE BONDS, (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND is DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT is $(INSERT AMOUNT). (5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (6) IF THIS DEMAND is RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF A-I 02941 -D273/LEGAL,148 12313.2 THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINSS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) A.2 0294 i -0273/LEGALI48 123 i 3.2 Annex B to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS6301 07 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO. NZS630107 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LEITER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE, (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURNTLY OUTSTANDING. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WIH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A)$(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH 0294 i-0273/LEGALJ48 123 13.2 B-1 CONTACT, WHETHER OR NOT A TfEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 1-0273/LEGALI 48 12313.2 B-2 Anex C to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630107 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21sT FLOOR SAN FRANCISCO, CALIFORNIA 94 i i 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630107 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTUR", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VB THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE. (3) THE AMOUNT OF THIS DEMAND FOR PA YMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND is DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT is $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF INTEREST DUE ON THE BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH 0294 I -0273/LEGALl48 123 I 3.2 D-l CONTACT, WHETHER OR NOT A'IEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS DAY. IF THIS DEMAND is RECENED BY YOU AT THE PRESENTATION OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :00 A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DA TEl 0294l-0273/lEGALJ4812313.2 D-2 Annex D to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630107 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21sT FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WIT REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630107 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTNE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (I) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH BONDS, (B) THE ACCELERA nON OF ALL SUCH BONDS FOLLOWING AN EVENT OF DEF AULT UNDER THE INDENTURE OR (C) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT is $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET FORTH IN PARAGRAPH 5, BELOW). (5) THE AMOUNT OF THIS DEMAND is EQUAL TO THE SUM OF (A)$(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PA YMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION 0294 i-0273/LEGALl48 12313.2 D-3 OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 1.0273/LEGALl48 123 13.2 D-4 0294 1-0273/LEGALl49417. I EXHIBIT B OPINION OF INTERNAL COUNSEL FOR THE BORROWER (Letterhead of MidAmerica Energy Company) November 19, 2008 To the paries listed on Schedule I hereto $216,470,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Projects) Seres 1994 $9,365,000 Carbon County, Utah $8,190,000 Converse County, Wyoming $121,940,000 Emer County, Utah $15,060,000 Lincoln County, Wyoming $40,655,000 Moffat County, Colorado $21,260,000 Sweetwater County, Wyoming Ladies and Gentlemen: I have sered as counsel to PacifiCorp (the "Company") in connection with the execution and delivery by the Company of (a) six separate First Supplemental Loan Agreeents, dated as of October I, 2008 (each a "Supplemental Loan Agreement" and collectively, the "Supplemental Loan Agreements or), between the Company and each of the Issuers listed above (collectively, the "Issuers ''), (b) three separate Remarketing Agreements, dated November 18, 2008 (collectively, the "Remarketing Agreements ") among the Remarketing Agents named therein (collectively, the "Remarketing Agents") and the Company, (c) six separate Release Agreements, dated November 19, 2008 (each a "Release Agreement" and, collectively, the "Release Agreements ''), by and among the Company, each of the Issuers, the Bank of New York Mellon Trust Company, N.A., as trustee, and Ambac Assurance Corporation ("Ambae ") and (d) six separate Letter of Credit Agrements, dated November 19, 2008 (each a "Letter ofCredii Agreement" and, collectively, the "Letter of Credit Agreements ''), by and between the Company and Wells Fargo Ban,. National Association, as Issuing Bank. Capitalized term used herein and not otherwise defined shall have the meaning assigned such ter in the Reoffering Circular, dated November 11, 2008 (the "ReojJering Circular "), relating to the abovementioned bonds (the "Bonds ''). opinion of company counsel.doc 870IODS/ROB/mo I have examined the Indentures, the First Supplemental Indentues, the Loan Agreeents, the Supplemental Loan Agreements, the Release Agreements, the Remarketing Agreeents, the Letter of Credit Agreements, the Reoffering Circular, the Company Mortgage, the Tenth Supplemental Indentue, the First Mortgage Bonds, the Pledge Agreements, the Amended and Restated Credit Agreement dated as of July 6,2006 among the Company, the banks pary thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Issuing Bank, and The Royal Ban of Scotland pic, as Syndication Agent, as amended or supplemented to date (the "2006 Credit Agreement ") and the Credit Agreement dated as of October 23, 2007 among the Company, the banks party thereto, the Royal Ban of Scotland pic, as Syndication Agent, and Union Bank of California, N,A., as Administrative Agent, as amended or supplemented to date (the "2007 Credit Agreement" and collectively with the 2006 Credit Agreeent, the "Credit Agreements") and such other documents, and have discussed the foregoing documents and such other matters with such offcials of the Company, as I consider necessar and appropriate to enable me to express the opinions stated in this letter. I have relied, to the extent that I dee such reliance proper, upon cerificates of public offcials and cerficates of offce of the Company with respect to the accuracy of material factual matters contained therein which were not independently established. I have assumed, with your consent, for the purposes of the opinions expressed in this letter, that the Indentures, the First Supplemental Indentues, the Loan Agreements, the Supplemental Loan Agreements, the Release Agreements, the Remarketing Agreements, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds and the Pledge Agreements have been duly authorized, executed and delivered by each party thereto, other than the Company. Based upon the foregoing, it is my opinion that: (a) the Company has been duly incorprated under the laws of the State of Oregon, has corporate power and authority to own its properies and to conduct its business as descrbed in the Reofferng Circular; except as described in the Reofferng Circular, to the best of my knowledge, is duly registered or qualified to do business and is in good standing (to the extent applicable) as a foreign corporation in each jurisdiction in which such registration, qualification or good standing is required (whether by reason of the ownership or leasing of proper, the conduct of its business or otherise), except where the failure to so register or qualify or be in good standing is not reasonably likely to materially adversely affect the ability of the Company to perform its obligations under the aforementioned documents; (b) the Company has corporate power and authority to execute and deliver the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Release Agreements and to take all actions required or permitted to be taken by the Company by or under, and to perform and observe the covenants and agreements on its part contained in, the Supplemental Loan Agreements, the Remarketing - 2 - Agreements, the Letter of Credit Agreements, the Credit Agreeents and the Release Agreements; (c) the Company has duly taken all corporate action necessar to be taen by it prior to the date hereof for the authorization of: (i) the execution, deliver and performance by the Company of the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Release Agreements; (ii) the distribution of the Reofferng Circular; and (ii) the cang out, giving effect to, consummation and perormance by the Company of the transactions and obligations contemplated by the Supplemental Loan Agreements, the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements and the Reofferng Circular, provided that no opinion is ex.pressed with respect to compliance with any securities laws; (d) the Release Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements have been duly authorized, executed and delivered, as the case may be, by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective ters, except as the enforcement thereof may be limited by banptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or contractual obligations generally or by gener principles of equity or judicial discretion and except as rights of indemification under the Remarketing Agreement or the Release Agreement may be limited by principles of public policy; (e) the First Mortgage Bonds continue to be pledged to secure the Company's loan payment obligation under each Loan Agreement, as amended and restated by the applicable Supplemental Loan Agreeent; (f) the execution and delivery by the Company of the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements, the compliance by the Company with the ters, conditions or provisions thereof and the consummation by the Company of the transactions therein contemplated do not and wil not contravene the Third Restated Articles of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order, writ, injunction or decree of any court, federal or state regulatory body, administrative agency or other goverental body applicable to the Company, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Company Mortgage or any material mortgage, indenture, agreement or instrent to which the Company is a par or by which it or any of its propertes is bound and of which I have knowledge or, to the best of my knowledge, and except for the First Mortgage Bonds, result in the creation or imposition of any mortgage, lien, charge or - 3 - encumbrance of any nature whatsoever upon any of the properties or assets of the Company; (g) on and as of the date hereof, all authorizations, consents and approvals of, notices to, registrations or filings with or actions in. respect of any goverenta body, agency, regulatory authority or other instrmentality or court required to be obtained, given or taken on behalf of the Company in connection with the remarketing and public reofferng of the Bonds, the execution, delivery and perormance by the Company of the Remarketing Agreements, the Release Agreeents, the Letter of Credit Agreements and the Supplemental Loan Agreements have been obtained, given or taken and are in full force and effect, provided that no opinion is expressed with respect to compliance with any securities laws; (h) to the best of my knowledge, other than as described in the Reoffering Circular, the Company has not received notice of or process in any action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending against the Company, nor is any such action, suit, proceeding, inquiry or investigation pending or threatened against the Company, wherein an unfavorable decision, ruling or finding would have a materal adverse effect on the properies, business, financial condition or results of operations of the Company or the transactions contemplated by the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements, the Credit Agreements, the Supplemental Loan Agreements or the Reofferng Circular, or which would adversely affect the validity or enforceabilty of, or the authority of the Company to perform its obligations under, the Remarketing Agreeents, the Releae Agreements and the Supplemental Loan Agreements or materially adversely affect the abilty of the Company to peorm its obligations thereunder; and (i) to the best of my knowledge, the Company is not in default under the Company Mortgage, the Letter of Credit Agreements,. the Credit Agreements, the Loan Agreement or any material indenture or other agreement or instrent govering outstanding indebtedness issued by the Company nor, to the best of my knowledge, has any event occured, which event is continuing, which with notice or the passage of time or both would constitute a default under any such document. I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of interest on the Bonds, as to which you have received the opinion, dated this date, of Chapman and Cutler LLP. In addition, I express no opinion as to the application or effect of any securties law to the transactions contemplated by the Reoffering Circular. i express no opinion as to (i) the effect of any insurance law on the transactions contemplated by the Release Agreement, (ii) whether any action, except the consent of the County as set fort in the Release Agreement, is required for the release ofthe County's rights, if any, under the municipal bond insurance policy or (iii) the scope of the release, except for the - 4- release by the County of Ambac from Ambac's obligations under the municipal bond insurance policy to pay principal of and interest on the Bonds in the event that the Company fails to make such payments, or whether the tens of the Release Agreeent may be affected by Ambac's purported retention of subrogation rights. Additionally, I advise you that, without having underaken to detennine independently the accuracy or completeness of the statements contained in the Reofferng Circular, except as set forth above, nothing has come to my attention in the course of my paricipation in the preparation of the Reofferng Circular and in the transacions contemplated thereby, or in the peormance of my duties as Counsel to the Company, or otherise, that causes me to believe, as of the date hereof, that the Reofferng Circular (except for the fiancial statements and other financial and statistical data included or incorporated by reference therein, as to which I express no opinion) contains any untre or misleading statement of a material fact or omits to state any materal fact necessar to make the statements therein, in the light of the circumstances under which they were made, not misleading. The opinions expressed herein are limited to matters govered by the laws of the United States of America and the State of Oregon and, as to the opinions expressed in paragraph (g) above, the laws of the States of California, Idaho, Uta, Washington and Wyoming, that are applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to the law of any other jurisdiction. In rendering the opinions expressed herein, I have relied upon the attached opinion letter of Jeffer B. Erb, Esq., Assistant General Counsel to the Company, as to the matters expressed therein and the opinions expressed herein are subject to all of the assumptions and qualifications recited in the opinion letter attached hereto. i hereby confirm my consent to the use of my name on the cover page and under the caption "CERTAI LEGAL MA TIERS" in the Reofferng Circular. This opinion is addressed solely to you in connection with the Remarketing Agreement and is not to be relied upon by any other peron or for any other purposes or quoted or refered to in any public document or filed with any goverental agency or other peron, except for inclusion in the transcrpt of documents relating to the reoffering of the Bonds, without my wntten consent. Very trly yours, - 5 - LEITER OF CREDIT AGREEMENT dated November 19, 2008 by and among P ACIFICORP, as the "Borrower" and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the "Issuing Bank" $121,940,000 Emery County, Uta Pollution Control Revenue Refunding Bonds, Seres 1994 (PacifiCorp Project) 02941-G273/LEGALJ 4939732. i ARTICLE I Section 1.01 Section 1.02 ARTICLE II Table of Contents Page DEFINITIONS......,.,........,............,"',........,......................,..,.,..,.,.............,...... 1 Cerain Defined Tens....,............,.............".........,.,.......,..................,. 1 Relation to Other Docwnents...............,...........,..,.,.,............................3 AMOUNT AND TERMS OF THE LETTER OF CREDIT..,..........,.............. 3 Section 2.01 The Letter of Credit ............................................................................. 3 Section 2.02 Ter.......,....................................,................,.,.......,......,.........,............3 Section 2.03 Fees ............,.............."..,....."...".,........................,.,..,.,.,.,....................3 Section 2,04 Credit Agreement..........................................,......................................4 Section 2.05 Extension of the Expiration Date......................................................... 5 ARTICLE II CONDITIONS OF ISSUANCE ...................................................................... 5 Section 3.01 Section 3.02 ARTICLE iv Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Section 4.06 Section 4.07 Section 4.08 Section 4.09 Section 4.1 0 Section 4.11 Section 4.12 Section 4.13 Section 4.14 Section 4.15 Section 4. i 6 Conditions Precedent to Issuance of the Letter of Credit. ........ ........... 5 Additional Conditions Precedent to Issuance of the Letter of Credit.,.........................,...,.,.......,.....................,.."..,......,......................6 MISCELLANEOUS ...............,..,.,..,..,...................,....,...."......."..................... 7 Amendments, Etc....."..........,.,...........,.........,.,....,.,..........................,.., 7 Notices, Etc..............,........,.................................................................. 7 No Waiver; Remedies .......................................................................... 7 Indemnification ..........,...,.".........,......................,."......,.......................8 No Liability of the Issuing Bank....................................................".... 9 Costs, Expenses and Taxes ........................."......................................, 9 Binding Effect.........,."...,.,.,..................,...,",.........,......,...........".........9 Severability ..".,.......,',.,.,..,................",......,.,...,.".......,................",...10 Govering Law .......,........,.........................,',."..".,.............."......,..".10 OREGON STATE NOTICE..........................................................".. 10 Continuing Obligation .................................".................................... 1 0 Immediate Advance ..."....".................................",............................ 10 Drawing a Cerfication.............................,..,.,.,.........,.,.....................10 Facsimile Documents.....................................................................".. 10 Counterars.,.,...".,.,.".....................,.,.....,'..,...,',..,......,....,.........,',..., I i USA PATRIOT ACT NOTIFICATION ....."....................................11 EXHIBIT A FORM OF IRREVOCABLE LEITER OF CREDIT 0294 i -D273fLEGALI4939732.1 LETTER OF CREDIT AGREEMENT THIS LETTER OF CREDIT AGREEMENT, dated November 19, 2008 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the hereinafter described Letter of Credit (the "Issuing Ban"). Certain ters used herein are defined in Artcle I ofthis Agreement. RECITALS: (1) (2) (3) the Bonds, The Borrower has entered into the Credit Agreeent. The Issuer has heretofore issued the Bonds pursuant to the Indentue. The Issuer and the Borrower have entere into the Loan Agreement peraining to (4) Under the Loan Agreement the Borrower has agred to cause the Bonds to be secured by an irrevocable direct pay letter of credit. (5) In order to reduce interest costs on the Bonds, and to induce the purchase of the Bonds, the Borrower has requested that the Issuing Ban issue its irrevocable transferable letter of credit as described herein. (6) The Issuing Ban is wiling to issue the letter of credit in substantially the fonn attached hereto as Exhibit A on the tenns set forth in the Credit Agreement as supplemented herein. NOW, THEREFORE, in consideration of the premises, including the benefits to be realized by Borrower as above descrbed, and in order to induce the Issuing Ban to issue the Letter of Credit, the paries hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Cerin Defined Ters. Unless otherwise defined in this Agreeent, ters defined in the Credit Agreement and in the foregoing recitals shall have the meanings respectively indicated therein. As used in this Agreement, the following tenns shall have the following meanings (such meanings to be equally applicable to both the singular and plural fonns of the ters defined): "A Drawing" means a drawing under the Letter of Credit pursuant to Anex A to the Letter of Credit. "Admistrative Agent" meas JPMorgan Chase Ban, N.A. in its capacity as Administrtive Agent under the Credit Agreement, and its successors in such capacity. 0294 1-0273/LEGALI 4939732. I "Available Amount" shall mean the total amount available to be drawn under the Letter of Credit, as the same may be reduced and reinstated frm time to time in accordance with the provisions of the Letter of Credit. "B Drawing" means a drawing under the Letter of Credit pursuant to Annex B to the Letter of Credit. "Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the Remarketing Agreement, (iv) the Release Agreement, (v) this Agrement and (vi) any other document executed by the Borrower in connection with the issuance, reoffering or sale of the Bonds. "Bonds" or "Bonds" shall mean Issuer's $ 121,940,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series 1994. "Business Day" has the meaning assigned thereto in the Letter of Credit. "C Drawing" means a drawing under the Letter of Credit pursuant to Annex C to the Letter of Credit. "Closing Date" shall mean November i 9,2008. "Credit Agreement" means that certain Amended and Restated Credit Agreement dated as of July 6, 2006, among the Borrower, varous banks identified therein, the Administrative Agent and The Royal Bank of Scotland pic, as Syndication Agent, as amended or supplemented from time to time. "0 Drawing" means a drawing under the Letter of Credit purant to Anex 0 to the Letter of Credit. "Expiration Date" shall have the meaning assigned to such term in the Letter of Credit. "Indenture" shall mean that cerain Trut Indenture dated as of November i, i 994 betwee the Issuer and the Trutee, as amended, supplemented and restated though and including the date hereof. "Issuer" shall mean Emer County, Utah, and its lawful successors and assign. "Leter of Credit" means the irrevocable direct pay letter of credit issued by the Issuing Ban to the Trustee to secure payment of the Bonds, substantially in the form of Exhbit A attached hereto. "Loan Agreeent" shall mea the Loan Agreeent dated as of November i, 1994 between the Borrwer and the Issuer, as amended, supplemented and restated though and including the date hereof. "Offcial Statement" meas the Reofferng Circular dated November 11, 2008 relating to the Bonds, together with the documents incorprated therin by reference. 0294 I -D273/LEGALl4939732. i 2 "Pledged Bonds" has the meaning assigned thereto in the Indenture. "Release Agreement" means the Release Agreeent dated as of November 19, 2008, by and among the Borrower, the Issuer, the Trustee, and Ambac Assurance Corporation. "Remarketing Agent" meas the placement or remarketing agent at the time sering as such under the Remarketing Agreeent and designated as the Remarketing Agent for purses ofthe Indenture. The curent Remarketing Agent is Wells Fargo Brokerage Serices, LLC. "Remarketing Agreement" means the Remarketing Agreement dated November 18, 2008 between the Borrower and the Remarketing Agent, as from time to time amended or supplemented, or if such Remarketing Agreement shall be teninated, then such other agreeent which may from time to time be entered into with any Remarketing Agent with respect to the remarketing or placement of the Bonds. "Trustee" means The Ban of New York Mellon Trust Company, N.A., or any succsor trstee under the Indentue. Section 1.02 Relation to Oter Documents. Nothing in this Agreement shall be deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreeent or any related document. To the extent any provision of this Agreement conflcts with any provision of the Credit Agreement or any other Related Document to which the Borrower and the Issuing Bank are parties, the provisions of this Agreement shall control as between the Borrower and the Issuing Ban. ARTICLE II AMOUNT AND TERMS OF THE LETTR OF CREDIT Section 2.01 The Letter of Credit. Subject to the tenus and conditions of this Agreement, the Issuing Ban agrees to issue the Letter of Credit to the Trustee as beneficiar on the Closing Date. The Letter of Credit shall be in the original stated amount of $123,864,314 consisting of (i) $121,940,000 to pay principal of the Bonds, plus (ii) 48 days' interest on said principal amount computed at the rate of twelve percent (12%) per annum calculated on the basis ofa 365 day year and actual days elapsed, in the amount of$l,924,314. Section 2.02 Credit. Ten. The Letter of Credit wil expire as provided in the Letter of Section 2.03 Fees. The Borrower hereby agrees to pay to the Issuing Ban, the following non-refundable fees: (a) a letter of credit fronting fee calculated at the anual rate of 0.125% on the total stated amount of the Letter of Credit and payable in arears on each "Quarerly Payment Date" (as defined in the Credit Agreement) beginning on December 31, 2008 (with the initial such fee payment to be pro-rated to reflect that the Letter of Credit is being issued as of the date of this Agreement) and which shall otherise accre and be 0294 J -l273/LEGALl4939732.1 3 calculated consistent with the provisions of the Credit Agreement and which shall continue to the Expiration Date (including any extension thereof); (b) upon each draw upon the Letter of Credit by the Trutee, the Borrwer agrees to pay to the Issuing Ban promptly upon its demand therefor a fee of $250 for the administration of a draw request; (c) an extension fee in the amount then customarly assessed by the Issuing Bank for extensions of letters of credit of the same or similar tye and amount as the Letter of Credit, together with any fees and costs incurred by the Issuing Ban in connection therewith, for each extenion (if any) of the Expiration Date beyond November 19, 2010; (d) a trsfer fee in the amount then customarly assessed by the Issuing Ban for trsfers of letter of credit of the same or similar type and amount as the Leter of Credit, together with any fees and costs incu by the Issuing Ban in connection therewith; and (e) an amendment fee in the amount then customarly assessed by the Issuing Ban, plus the Issuing Ban's fees and costs, payable on the day of any amendment to the Letter of Credit, incurred in connection with such amendment. As used herein, "amendment" means any written change to the Letter of Credit, or issuace and delivery of an amended, substituted, replacement, or additional letter of credit, including any documents the Issuing Bank determines to issue to reflect any reinstatement (other than an automatic reinstatement) of any portion of the stated amount of the Letter of Credit. Section 2.04 Credit Agreeent. (a) The Borrower has requested the Issuing Bank to issue the Letter of Credit pursuant to the ters and conditions of the Credit Agreement, including, without limitation, Section 2. i 7 thereof. The partes hereto covenant and agree that the provisions of the Credit Agreement shall apply to and gover with respect to the issuance of the Letter of Credit, the Letter of Credit Liabilties arising as a result thereof and all other matter relating thereto, (b) The Borrower acknowledges and agrees that for all puioses hereunder and under the Credit Agreeent, including without limitation for purses of detennining the "Payment Date" and the date from which interest shall acrue on any Reimbursement Obligation under Section 2.17( c) of the Credit Agreement, (l) the Borrower shall be deemed to have notice of any A Drawing or B Drawing on the Letter of Credit on the Business Day preceding such drawing and (2) the Borrower shall be deemed to have notice of any C Drawing or 0 Drawing on the Letter of Credit by 10:00 A.M. (New York City time) on the date of such drawing. (c) The Borrwer hereby represents and warants that (1) the representations and waranties contained in Section 4.04(b) and Section 4.05 ofthe Credit Agreeent are tre on and as of the date ofthe issuance of the Letter of Credit; 02941..273/LEGALI4939732.1 4 (2) After the issuance of the Letter of Creit, the Total Outstading Amount wil not exced the Total Commitment and the aggegate amount of the Letter of Credit Liabilties shall not exceed $200,000,000; (3) Immediately prior to and after the issuance of the Letter of Credit, no Default shall have occured and be continuing under the Credit Agreement; (4) The representations and warranties of the Borrower contained in the Bond Documents and the Credit Agreement are correct on and as of the date of issuance of the Letter of Credit, before and after giving effect to such issuance, as though made on and as of such date; (5) No petition by or against the Borrower has at any tie been filed under the United States Banptcy Code or under any similar act; and (6) No event has occurred and is continuing, or would result from the issuance of the Letter of Credit or the execution of this Agreement or the Bond Documents, which constitutes an Event of Default under the Credit Agreement or would constitute an Event of Default under the Credit Agreement but for the requirement that notice be given or time elapse or both. Section 2.05 Extenion of the Expirtion Date, If the Issuing Ban intends to elect not to extend the then current Expiration Date set forth in the Letter of Credit, the Issuing Bank shall provide wrtten notice to the Borrower of such intention on or before August 21, 2009, In addition, if the Issuing Bank makes such election to not extend the scheduled Expiration Date, the Issuing Ban shall provide written notice of the Issuing Ban's election to the Trustee on or before October 20,2009. The deterination whether to extend the Expiration Date shall be in the independent absolute discretion of Issuing Bank. ARTICLE II CONDITIONS OF ISSUANCE Section 3.01 Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Ban to issue the Letter of Credit is subject to the conditions precedent that the Issuing Bank shall have received on or before the date of the issuance of the Letter of Credit the following items, each dated such date, in form and substance satisfactory to the Issuing Ban, that the other conditions described below shall have been satisfied and that the costs, expenses and fees due and payable under Section 2.03 and 4.06 hereof shall have been paid: (a) The Issuer, the Borrower and the Trustee shall have duly authorized, executed and delivered the Bond Documents, all in form and substance satisfactory to the Issuing Bank and its counsel. (b) The Bonds shall have been duly reoffered and sold pursuant to the Remarketing Agreement. 0294I.o273/LEGALl4939732. I 5 (c) The representations and waranties contained in the Bond Documents shall be tre in all material respects on the Closing Date with the same effect as though made on and as of that date, and no condition, event or act shall have occurred which constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default under the Credit Agreement. (d) The Issuing Ban shall have received from counsel for the Borrower an opinion in substantially the form attached as Exhibit B hereto. (e) The Issuing Ban shall have received from Bond Counsel an approving opinion in substantially the form attached to the Reoffering Circular, (f) All proceedings taken in connection with the execution and delivery of the Bonds shall be reasonably satisfactory to the Issuing Ban and the Issuing Ban shall have received copies of such certificates, documents and papers as reasonably requested in connection therewith, all in form and substance reasonably satisfactory to the Issuing Ban. The Borrower shall supply to the Issuing Ban copies cerified by the secretar or an assistant secretar of the Borrower of corporate resolutions in form and substance reasonably satisfactory to the Issuing Bank with respect to the authorization of the Bond Documents and the execution thereofby the Borrower, a cerificate of the Secretar or an Assistant Secretar of the Borrower cerifyng the names and true signatues of the offcer of the Borrower authorized to sign this Agreement and the related Documents to which it is a party, the Articles of Incorporation and By. Laws of the Borrwer, together with all amendments thereto, and a copy of a certificate issued by the Secretar of State of the State of Oregon issued no more than 30 days preceding the Closing Date, stating that the Borrower is in good standing in the State of Oregon. (g) No law, regulation, ruling or other action of the United States, the State of California or any political subdivision or Issuer therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent the Issuing Ban from fulfillng its obligations under this Agreement. (h) The Issuing Bank shall have been designated as an "issuing ban" by the Administrative Agent and the Borrower as provided in the Credit Agreement and Borrower provides a Notice of Issuance to the Issuing Ban as required, Section 2. I 7(b) in the Credit Agreement. Section 3.02 Additional Conditions Precedent to Issuance of the Letter of Credit. The obligation of the Issuing Bank to issue the Letter of Credit shall be subject to the furter conditions precedent that on the date of the issuance of the Letter of Credit, the Issuing Bank shall have received such other documents, instruments, approvals and, if requested by the Issuing Bank, certified duplicates of executed copies thereof, and opinions as the Issuing Bank may reasonably request. 0294 J -D273/LEGALl4939732.1 6 ARTICLE iv MISCELLANEOUS Section 4.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in wrting and signed by the Issuing Bank and the Borrwer and then such waiver or consent shall be effective only in the specific instance and for the specific purose for which given, Section 4.02 Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telecopier communication or other electronic means if accompanied by telephonic confinnation of receipt) and mailed, telecopied or delivered as follows: If to the Borrower, at: PacifiCorp 825 N.E. Multnomah S1. Portland, Oregon 97232 Attention: Vice President and Treasurer Fax: (503) 813-5673 If to the Issuing Bank, at: Wells Fargo Ban, National Association Corporate Baning - Utilty and power Group 1300 SW 5th Avenue, th Floor Portland, Oregon 9720 i Fax: (503) 886-2211 or, as to each party, at such other address as shall be designated by such party in a written notice to the other pary. All such notices and communications shall, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except that notices to the Issuing Bank shall not be effective until received by the Issuing Ban. Section 4.03 No Waiver; Remedies. No failure on the par of the Issuing Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or parial exercise of any right hereunder preclude any other or furter exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law, Section 4.04 Indemnification, In addition to the payment of expenses pursuat hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrwer agrees to indemnify, pay and hold the Issuing Bank, and the offcer, directors, employees, agents, and affliates the Issuing Ban (collectively called the "Indemnitees") harless from and against, any and aJI other liabilties, obligations, losses, damages, penalties, actions, judgments, 0294 i -027JILEGALl49J9732I 7 suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemitees in connection with any investigative, administrative or judicial proceding commenced or threatened, whether or not such Indemnitees shall be designated a pary thereto), that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating to or ansing out ofthis Agreement or other agreements executed and delivered by the Borrwer in connection herewith or with the Bonds or the use or intended use of the Letter of Credit or the lack of any requirement that the Letter of Credit be surrendered with each draw thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an Indemnitee hereunder with respect to any indemnified liabilities ansing from the gross negligence or wilful misconduct of that Indemnitee. To the extent that the underaking to indemify, payor hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower agrees to contribute the maximum portion that it is penitted to pay and satisfy under applicable law, to the payment and satisfaction of all indemnified liabilties incurred by the Indemnitees or any of them, The Borrower shall not be liable for any settlement without its consent. The Borrower hereby further indemnifies and holds the Indemified Paries harless from and against any and all claims, damages, losses, liabilities, costs or expenses which may be incurred or which may be claimed against the Indemnified Paries by any person or entity: (a) by reason of any inaccuracy or alleged inaccuracy in any materal respect, or any untre statement or alleged untre statement of any material fact, contained in the Offcial Statement or any amendment or supplement thereto, or by reason ofthe omission or alleged omission to state therein a materal fact necssar to make such statements, in the light of the circumstances under which they were made, not misleading; or (b) by reason of or in connection with the execution, deliver or performance of the Bonds, the Indenture, or the Loan Agreement, or any traaction contemplated by the Indenture or the Loan Agreement; or (c) by reason of or in connection with the execution and deliver or transfer of, or payment or failure to make payment under, the Letter of Credit; provided, however, that the Borrower shall not be required to indemnify the Issuing Bank pursuat to this Section 4,04 for any claims, damages, losses, liabilties, costs or expenses to the extent caused by the Issuing Bank's wilful failure to make lawful payment under the Letter of Credit after the presentation to it by the Trustee or a successor trustee under the Indenture of a draft and certificate strictly complying with the terms and conditions of the Letter of Credit. Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in Article II. Without prejudice to the survval of any other obligation of the Borrower hereunder, the indemities and obligations of the Borrower contained in this Section 4.04 shall survive the payment in full of amounts payable puruat to Article II and the tenination of the Letter of Credit. Section 4,05 No Liabilty of the Issuing Ban. The Borrower assumes all risks of the acts or omissions of any beneficiary of the Letter of Credit with respect to its 0294 i ..273/LEGALl4939732.1 8 administration and utilization of the Letter of Credit. Neither the Issuing Ban nor any of its officers or directors shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or (b) the validity, suffciency or genuineness of documents, or of any endorsement(s) thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (c) payment by the Issuing Ban against presentation of documents which, on their face, appear to comply with the teoos of the Letter of Credit, even though such documents may fail to bear any reference or adequate reference to the Letter of Credit or (d) any other circumstances whatsoever in makng or failing to make payment under the Letter of Credit in connection with which the Issuing Ban would, pursuant to the Unifooo Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, be absolved from liabilty, In furterance and not in limitation of the foregoing, the Issuing Ban may accept documents that appear on their face to be in order, without responsibilty for further investigation, regardless of any notice or infoooation to the contrar. Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery, filing, recording, administration, modification and amendment of this Agreement and any other documents which may be delivered in connection with this Agreeent, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Issuing Ban and local counsel who may be retained by said counsel, with respect thereto and with respect to advising the Issuing Bank as to its rights and responsibilties under this Agreement. The Borrower furter agrees to pay on demand all costs and expenses (including reasonable counsel fees and expenses) in connection with (i) the enforcement (whether though negotiations, legal proceedings or otherise) of this Agreement and such other documents which may be delivered in connection with this Agreement, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Bank from paying any amount under the Letter of Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or deteooined to be payable in connection with the execution, deliver, filing and reording of this Agreement or the Letter of Credit or any such other documents, and agrees to save the Issuing Ban harless from and against any and all liabilties with respect to or resulting from any delay in paying or omission to pay such taes and fees. Section 4.07 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Issuing Ban and thereafter shall be binding upon and inure to the benefit of the Borrower, the Issuing Bank, and their respective successors and assigns, except that the Borrwer shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Issuing Bank. Section 4.08 Severabilty. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceabilty or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceabilty or legality of such provision in any other jurisdiction. 02941.Q273/LEGAL 14939732.1 9 Section 4.09 Governing Law. This Agreement shall be govered by, and construed in accordance with, the laws of the State of New York except that the authonty of the Borrower to execute and deliver this Agreement shall be governed by the laws of the State of Oregon, Section4.io OREGON STATE NOTICE, UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE. Section 4, I 1 Continuing Obligation. This Agreement is a continuing obligation, shall survive the expiration of the Letter of Credit until amounts owed hereunder and under the Credit Agreeent are paid in full and shall (a) be binding upon the Borrower, its successors and assigns, and (b) inure to the benefit of and be enforceable by the Issuing Ban and its succssors, transferees and assigns. Section 4. 12 Immediate Advance. The Borrower recognizes that upon issuance of the Letter of Credit, the Issuing Ban is irrevocably bound to honor any and all drafts drawn and presented in compliance with the ters thereof, up to an aggrgate amount equal to the Stated Amount. Accordingly, in order to induce the Issuing Ban to issue the Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrary, the issuance of the Letter of Credit shall be and is deemed to constitute an immediate "advance" in the amount of the Stated Amount for purposes of detennining the respective nghts of the Borrower and the Issuing Ban. Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent thereof under the Letter of Credit shall be deeed (i) a cerification by the Borrower that the representations and warranties incorporated by reference in Section 2,04(c) of this Agreement are correct in all materal respects as of the date of the drawing, and (ii) a ceification by the Borrower that it is in all other respects in compliance with the provisions of this Agreement. Section 4. 14 Facsimile Documents. At the request of the Borrower, the. Letter of Credit provides that demands for payment thereunder may be presented to the Issuing Ban by, among other methods, facsimile. The Borrower acknowledges and assumes all risks relating to the use of such facsimile demands for payment and agrees that its obligations under this Agreement, the Credit Agreement and the Related Documents shall remain absolute, unconditional and irrevocable if the Issuing Ban honors such facsimile demands for payment. Section 4. 15 Counterpars. Ths Agreement may be executed in counterars by the paries hereto, and each such counterpar shall be considered an original and all shall constitute one and the same instrument. Section 4. i 6 USA PATRIOT ACT NOTIFICATION, This notice is provided to Borrower pursuant to Section 326 of the USA Patrot Act of 2001,31 U.S.C. Section 5318. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW 02941-0273/LEGALl4939732.1 10 ACCOUNT, To help the goverent fight the fuding of terorism and money launderng activities, federal law requires aU financial institutions to obtain, verfy and recrd infonnation that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial servces product. What this means for Borrower: When Borrwer opens an account, if Borrower is an individual, the Issuing Ban wil ask for Borrower's name, taxpayer identification number, business address, and other infonnation that wil allow the Issuing Bank to identify Borrower. The Issuing Ban may also ask, if Borrower is an individual, to see Borrower's driver's license or other identifyng documents, and, jf Borrower is not an individual, to see Borrower's legal organzational documents or other identifyng documents. 0294I-0273/LEGALl4939732.1 11 IN WITNESS WHEREOF, the paries hereto have caused this Agreeent to be duly executed and delivered by their respective offcers thereunto duly authonzed as of the dae first above written, PACIFICORPl as Borrower By ~. t\ W~,- Name: P4 ç e. N. wil \. i1 Y1 Title: J?p.(\l :Ji1ó!O:"L Signature Page to Letter of Credit Agreement Emery County, Utah '. IN WITNESS WHEREOF, the paries hereto have caused this Agreeent to be duly executed and delivered by their resective offces therto duly authorize as of the date first above wrtten. WELLS FARGO BANK, NATIONAL ASSOCIA nON, as Issuing Ban . By ~ Nàme:L,'SQ Title: V iCe "" . LaYtenl;c\¿(errsidert Signature Page to Letter of Credit Agreement . Eltery County, Utab 02941-0273/LEGALl4939732. i EXHIBIT A TO LEITER OF CREDIT AGREEMENT FORM OF LEITER OF CREDIT IRREVOCABLE LETTER OF CREDIT November 19, 2008 Letter of Credit No. NZS630104 The Ban of New York Mellon Trust Company, N.A. 2 North LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Global Coiporate Trust Ladies and Gentlemen: We hereby establish in your favor, as Trustee for the benefit of the owner of the Bonds under the Indenture described below, at the request and for the account of PacifiCoip, an Oregon corporation, our irrevocable letter of credit in the amount of U.S, $123,864,314 (One Hundred Twenty Three Milion Eight Hundred Sixty Four Thousand Thee Hundred Foureen Dollars) in connection with the Bonds (as defined below) available with ourselves by sight payment against presentation of one or more signed and dated demands addressed by you to Wells Fargo Ban, National Association, Letter of Credit Operations Offce, San Francisco, California, each in the form of Annex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drwing"), or Anex 0 (a "0 Drawing") hereto, with all instructions in brackets therein being complied with. Each such demand must be presented to us in its original form at the Presentation Offce (as hereinafter defined) or by facsimile transmission of such original form to us at (4 i 5) 296-8905. Each such presentation must be made at or before 5:00 p.m. San Francisco time on a Business Day (as hereinafter defined) to our Letter of Credit Operations Offce in San Francisco, California, presently located at One Front Street, 21st Floor, San Francisco, California 941 1 1, (the "Presentation Offce"). This Letter of Credit expires at our Letter of Credit Operations Offce in San Fracisco, California on November 19, 2009, but shall be automatically extended, without wrtten amendment to, and shall expire on, November 19, 2010 unless on or before October 20,2009, you have received wrtten notice from us sent by express courier or registered mail to your address above or by facsimile transmission to (312) 827-8542 (the "Fax Number"), that we elect not to extend this Letter of Credit beyond November 19,2009. (The date on which this Letter of Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the first (i st) succeeding Business Day thereafter, wil be hereinafter refered to as the "Expiration Date".) To be effective, the notice from us described in the first sentence of this paragraph must be received by you on or before October 20,2009. As used herein the term "Business Day" shall mean a day on which our San Francisco Letter of Credit Operations Offce is open for business. The amount of any demand presented hereunder wil be the amount insered in numbered Paragraph 4 of said demand. By honoring any such demand we make no representation as to the correctness of the amount demanded. 0294I-0273/LEGALl48122772 We hereby agree with you that each demand presented hereunder in full compliance with the terms hereof wil be duly honored by our payment to you of the amount of such demand, in immediately available funds of Wells Fargo Ban, National Association: (i) not later than 10:00 a.m" San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before noon, San Francisco time, or (ii) not later than 10:00 a,m" San Francisco time, on the second Business Day following the Business Day on which such demand is presented to us as aforesaid, if such presentation is made to us afer noon, San Francisco time, Notwithstanding the foregoing, any demand presented hereunder, in full compliance with the terms hereof, for a C Drawing wil be duly honored (i) not later than 1 I :30 a.m., San Francisco time, on the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than 11 :00 a.m., San Francisco time, on the Business Day following the Business Day on which such demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San Francisco time. If the remittance instrctions included with any demand presented under this Letter of Credit require that payment is to be made by transfer to an account with us or with another ban, we and/or such other bank may rely solely on the account number specified in such instrctions even if the account is in the name of a person or entity different from the intended payee. With respect to any demand that is honored hereunder, the total amount of this Letter of Credit shall be reduced as follows: (A) With respect to each A Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the amount of such A Drawing with respect to all demands presented to us after the time we receive such A Drawing; provided, however, that the amount of such A Drawing shall be automatically reinstated on the eighth (8th) Business Day following the date such A Drawing is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express courier or registered mail or by facsimile transmission to the Fax Number, no later than seven (7) Business Days after such A Drawing is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; (B) With respect to each B Drawing paid by us, the total amount of this Letter of Credit shall be reduced by the sum of (1) the amount insered as principal in paragraph 5(A) of the applicable demand plus (2) the greater of (a) the amount inserted as interest in paragraph 5(B) ofthe applicable demand and (b) interest on the amount inserted as principal in paragraph 5(A) of the applicable demand calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest 0294 i -0273/LEGALI48 122172 2 whole cent) with respect to all demands presented to us after the time we receive such B Drawing and shall not be reinstated; (C) With respect to each C Drawing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demands presented to us after the time we receive such C Drawing by the sum of (l) the amount inserted as principal in paragraph SeA) of the C Drawing plus (2) the greater of (a) the amount insered as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount inserted as pnncipal in paragraph 5(A) of the C Drawing calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the Bonds (as defined below) related to such C Drawing are remarketed and the remarketing proceeds are paid to us prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount of this Letter of Credit shall be reinstated by an amount which equas the sum of (i) the amount paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the same number of days, at the same interest rate, and on the basis of a year of the same number of days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cent being rounded upward to the nearest whole cent), with such reinstatement and its amount being promptly advised to you; provided, however, that in no event wil the total amount of all C Drawing reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this paragrph (C), Upon presentation to us of a D Drawing in compliance with the ters of this Letter of Credit, no furter demand whatsoever may be presented hereunder, No more than one A Drawing which we honor shall be presented to us during any consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for an amount more than U.S, $1,924,314. It is a condition of this Letter of Credit that the amount available for drawing under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authorization in the fonn of Annex E to this Letter of Credit (with all instrctions therein in brackets being complied with) sent to us at the Presentation Offce as a signed and dated original fonn or sent to us as an authenticated SWIFT message at the SWIFT Address. This Letter of Credit is subject to, and engages us in accordance with the tenns of, the Unifonn Customs and Practice for Documentary Credits (2007 Revision), Publication No, 600 of the International Chamber of Commerce (the "UCP"); provided, however, that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of the UCP wil not be applicable to this Letter of Credit, and provided furter that Article 32, the second sentence of Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit. Furthennore, as provided in the first sentence of Article 36 of the UCP, we assume no liabilty or responsibilty for consequences arsing out of the interption of our business by Acts of God, riots, civil commotions, insurections, wars, acts of terrorism, or by any strkes or lockouts, or any other causes. beyond our control. Matters related to this Letter of Credit which are not 02941-0273/LEGALJ 48122772 3 covered by the UCP wil be governed by the laws of the State of California, including, without limitation, the Unifonn Commercial Code as in effect in the State of California, except to the extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit. This Letter of Credit is transferable and may be transferred more than once, but in each case only in the amount of the full unutilzed balance hereof to any single trsferee who you shall have advised us pursuant to Annex F has succeeded The Ban of New York Mellon Trust Company, N,A. or a successor trstee as Trustee under the Trust Indentue dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1, 2008, as further amended or supplemented from time to time (the "Indenture") between Emery County, Utah (the "Issuer") and The Ban of New York Mellon Trut Company, N.A., as Trustee, pursuant to which U.S. $121,940,000 in aggregate principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Seres 1994 (the "Bonds") were issued. Transfers may be effected without charge to the transferor and only though ourselves and only upon presentation to us at the Presentation Offce of a duly executed instrment of transfer in the fonn attached hereto as Annex F, Any transfer of this Letter of Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of presentation of demands from our Letter of Credit Operations Office in San Francisco, California. All payments hereunder shall be made frm our own fuds. This Letter of Credit sets fort in full our underaking, and such underng shall not in any way be modified, amended i amplified or limited by reference to any document, instrent or agreement referred to herein (including, without limitation, the Bonds and the Indenture), except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Leter of Credit; and any such reference shall not be deemed to incorporate herein by reference any document, instrment or agreement except the UCP. WELLS FARGO BANK, NATIONAL ASSOCIATION By: Authorized Signature Letter of Credit Operations Office Telephone No.: 1.800.798-2815 Facsimile No.: (415) 296-8905 0294 1-D273/LEGALl48 I 2277 .2 4 Anex A to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630104 WELLS FARGO BANK, NATIONAL ASSOCIA nON LEITER OF CREDIT OPERA nONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LEITER OF CREDIT NO. NZS630104 (THE "LETR OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LEITER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PA YMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN THE INDENTURE), OF UNPAID INTEREST ON THE BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND is DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT is $(INSERT AMOUNT), (5) THE TRUSTEE HAS CONTACTED OR AITEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTA nON OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT A ITEMPTED OR MADE, IS NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (6) IF THIS DEMAND is RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M" SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF A -1 0294 I -D273/LEGALI 48 122772 THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) A -2 0294 I.0273JLEGALl48 122772 Anex B to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630104 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94 i i i FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTR OF CREDIT NO. NZS6301 04 (THE "LEITER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAYII, THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LEITER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUN OF, AND THE UNPAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS CURRENTLY OUTSTANDING. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND is DEMANDED IN ACCORDANCE WITH THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LEITER OF CREDIT is $(INSERT AMOUNT WHICH is THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT HEREBY DEMANDED is EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS, (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH 0294 J ..273/LEGALl4812277.2 B.l CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO, (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294l.0273/LEGALl48 i 2277.2 B-2 Annex C to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630104 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21sT FLOOR SAN FRANCISCO, CALIFORNIA 941 1 1 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO. NZS630104 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE, (2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WIT THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT is $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARAGRAPH 5 BELOW). (5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING ORA WN WITH RESPECT TO THE PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF INTEREST DUE ON THE BONDS, (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH 02941-G273/LEGALJ 48122772 0-1 CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :30 A.M., SAN FRANCISCO TIME, ON SAID BUSINSS DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER 9:00 A.M" SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11 :00 A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY, (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 I -0273/LEGALl48 12277 .2 D-2 Annex D to Wells Fargo Bank, National Association Irrevocable Letter of Credit No, NZS630104 WELLS FARGO BANK, NATIONAL ASSOCIATION LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STRET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER. (INSERT NAME OF BENEFICIARY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE TO IRREVOCABLE LEITR OF CREDIT NO. NZS630104 (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HA VE THEIR RESPECTIVE MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER THE INDENTURE. (2) THE TRUSTEE is MAKING A DEMAND UNDER THE LETTER OF CREDIT FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY OUTSTANDING UPON (A) THE STATED MATURIT OF ALL SUCH BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE Wirn THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET FORTH IN PARAGRAPH 5, BELOW). (5) THE AMOUNT OF THIS DEMAND is EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRA WN WITH RESPECT TO THE PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION 0294 1.0273/LEGALI 48 122772 D-3 OFFICE REGARING THE AMOUNT OF THIS DEMAND AND THE DATE AND TIME BY WHICH PAYMENT is DEMANDED; HOWEVER, SUCH CONTACT, WHETHER OR NOT ATIEMPTED OR MADE, is NOT A CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE PURSUANT HERETO. (7) IF THIS DEMAND is RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE i 0:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY, IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU MUST MAK PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATURE AND DATE) 0294 i -0273/LEGALl48 122772 D-4 Annex E to Wells Fargo Ban National Association Irrevocable Letter of Credit No, NZS630 i 04 WELLS FARGO BANK, NATIONAL ASSOCIATION. LEITER OF CREDIT OPERATIONS OFFICE ONE FRONT STREET, 21 ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER LETTER OF CREDIT REDUCTION AUTHORIZATION (INSERT NAME OF BENEFICIARY I, WITH REFERENCE TO LEITER OF CREDIT NO. NZS630104 ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK"), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING UNDER THE LEITER OF CREDIT BY $(INSERT AMOUNT). (FOR SIGNED REDUCTION AUTHORIZATIONS ONLY) (INSERT NAME OF BENEFICIARY) By: (INSERT SIGNATURE) TITLE: (INSERT TITLE) DATE: (INSERT DA TEl SIGNATURE GUARANTEED BY (INSERT NAME OF BANK) By: (INSERT NAME AND TITLE) 0294 l -0273/LEOA Ll 48122772 E-l Annex F to Wells Fargo Ban, National Association Irrevocable Letter of Credit No. NZS630104 WELLS FARGO BANK, NATIONAL ASSOCIATION LETTER OF CREDIT OPERATIONS OFFICE One Front Street, 2 i st Floor, San Francisco, California, 9411 i FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER (INSERT DATE) Subject: Your Letter of Credit No. NZS630104 Ladies and Gentlemen: For value received, we hereby irrevocably assign and transfer all of our rights under the above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or reduced to: (Name of Transferee) (Address of Transferee) By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have sole rights as beneficiar under the Leter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instrcted to advise future amendment(s) of the Letter of Credit to the transferee without our consent or notice to us. The original Letter of Credit is returned with all amendments to this date. Please notify the transferee in such fonn as you deem advisable of this transfer and of the ters and conditions to this Letter of Credit, including amendments as transferred, You are hereby advised that the transferee named above has succeeded The Ban of New York Mellon Trust Company, N,A.,. or a successor trtee, as Trustee under the Trust Indentue dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October I, 2008, as further amended or supplemented from time to time (the "Indenture") between Emery County, Utah (the "Issuer") and The Ban of New York Mellon Trust Company, N,A., as Trustee, pursuant to which U. S. $121,940,000 in aggregate principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Series 1994 (the "Bonds") were issued. 0294 J -D273/LEGALl48 122772 F-l Ver trly your, (Insert Name of Transferor) By: (Insert Name and Title) TRANSFEROR'S SIGNATURE GUARATEED By: (Bank Name) By: (Insert Name and Title) By its signature below, the undersigned transferee acknowledges that it has dulysucceeded or a successor trustee as Trustee under the Indenture. (Insert Name of Transferee) By: (Insert Name and Title) 02941-D273/LEGALl48 122772 F-2 0294 i -o273/LEGALl4939732.1 EXHIBIT B OPINION OF INTERNAL COUNSEL FOR THE BORROWER (Letterhead of MidAmercan Energy Company) November 19,2008 To the paries listed on Schedule I hereto $216,470,000 Pollution Control Revenue Refuding Bonds (PacifiCorp Projects) Seres 1994 $9,365,000 Carbon County, Utah $8,190,000 Converse County, Wyoming $121,940,000 Emer County, Utah $15,060,000 Lincoln County, Wyoming $40,655,000 Moffat County, Colorado $21,260,000 Sweetwater County, Wyoming Ladies and Gentlemen: I have served as counsel to PacifiCorp (the "Company") in connection with the execution and delivery by the Company of (a) six separate First Supplemental Loan Agrements, dated as of October 1,2008 (each a "Supplemental Loan Agreement" and collectively, the "Supplemental Loan Agreements "), between the Company and each of the Issuers listed above (collectively, the "Issuers"), (b) three separate Remarketing Agreements, dated November 18,2008 (collectively, the "Remarketing Agreements") among the Remarketing Agents named therein (collectively, the "Remarketing Agents ") and the Company, (c) six separate Release Agreements, dated November 19, 2008 (each a "Release Agreement" and, collectively, the "Release Agreements "), by and among the Company, each of the Issuers, the Bank of New York Mellon Trust Company, N.A., as trustee, and Ambac Assurance Corpration ("Ambac ") and (d) six separate Letter of Credit Agreements, dated November 19, 2008 (each a "Letter of Credit Agreement" and, collectively, the "Letter of Credit Agreements 'J, by and between the Company and Wells Fargo Bank, National Association, as Issuing Bank, Capitalized term used herein and not otherise defined shall have the meaning assigned such ter in the Reofferng Circular, dated November 1 1, 2008 (the "Reoffering Circular 'j, relating to the abovementioned bonds (the "Bonds 'j, opinion of company counsel (2).döc 870 I 005/RDB/mo I have examined the Indentùres, the First Supplemental Indentues, the Loan Agreeents, the Supplemental Loan Agreements, the Release Agreements, the Remarketing Agreements, the Letter of Credit Agreements, the Reofferng Circular, the Company Mortgage, the Tenth Supplemental Indenture, the First Mortgage Bonds, the Pledge Agreements, the Amended and Restated Credit Agreement dated as of July 6, 2006 among the Company, the bans part thereto, JPMorgan Chase Ban, N.A., as Administrative Agent and Issuing Ban, and The Royal Ban of Scotland pic, as Syndication Agent, as amended or supplemented to date (the "2006 Credit Agreement ") and the Credit Agreeent dated as of October 23, 2007 among the Company, the bans party thereto, the Royal Ban of Scotland pIc, as Syndication Agent, and Union Ban of California, N.A., as Administrative Agent, as amended or supplemented to date (the "2007 Credit Agreement" and collectively with the 2006 Credit Agreement, the "Credit Agreements ") and such other documents, and have discussed the foregoing documents and such other matter with such offcials of the Company, as I consider necessar and appropriate to enable me to express the opinions stated in this letter. I have relied, to the extent that I deem such reliance proper, upon certificates of public offcials and cerificates of offcers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established. I have assumed, with your consent, for the purposes of the opinions expressed in this letter, that the Indentures, the First Supplemental Indentures, the Loan Agreements, the Supplemental Loan Agreements, the Release Agreeents, the Remarketing Agreeents, the Company Mortgage, the Tenth Supplemental Indentue, the First Mortgage Bonds and the Pledge Agreements have been duly authorized, executed and delivered by each pary thereto, other than the Company, Based upon the foregoing, it is my opinion that: (a) the Company has been duly incorporated under the laws of the State of Oregon, has corprate power and authority to own its properies and to conduct its business as descrbed in the Reofferng Circular; except as described in the Reofferng Circular, to the best of my knowledge, is duly registered or qualified to do business and is in good standing (to the extent applicable) as a foreign corporation in each jursdiction in which such registration, qualification or good standing is required (whether by reason of the ownership or leasing of propert, the conduct of its business or otherwise), except where the failure to so register or qualifY or be in good standing is not reasonably likely to materially adverely affect the ability of the Company to perform its obligations under the aforementioned documents; (b) the Company has corporate power and authority to execute and deliver the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreeents and the Release Agreements and to take an actions required or permitted to be taken by the Company by or under, and to perform and observe the covenants and agreements on its par contained in, the Supplemental Loan Agreements, the Remarketing ~ 2 - Agreements, the Letter of Credit Agreements. the Credit Agreements and the Release Agreements; (c) the Company has duly taken all corporate action necessar to be taken by it prior to the date hereof for the authorization of: (i) the execution. deliver and performance by the Company of the Supplemental Loan Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Release Agreements; (ii) the distrbution of the Reofferng Circular; and (iii) the carng out, giving effec to, consummation and performance by the Company of the transactions and obligations contemplated by the Supplemental Loan Agreements, the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreeents and the Reofferng Circular. provided that no opinion is expressed with respect to compliance with any securities laws; (d) the Release Agreements, the Remarketing Agreements, the Letter of Credit Agreements and the Supplemental Loan Agrements have been duly authorized, executed and delivered, as the case may be, by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective ters, except as the enforcement thereof may be limited by bankrptcy, insolvency, reorganization. moratorium or other laws relating to or affecting the enforcement of creditors' rights or contractual obligations generally or by genera) principles of equity or judicial discretion and except as rights of indemnification under the Remarketing Agreement or the Release Agreement may be limited by principles of public policy; (e) the First Mortgage Bonds continue to be pledged to secur the Company's loan payment obligation under each Loan Agreement, as amended and restated by the applicable Supplemental Loan Agreement; (f) the execution and delivery by the Company of the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements, the compliance by the Company with the terms, conditions or provisions thereof and the consumation by the Company of the transactions therein contemplated do not and wil not contravene the Third Restated Articles of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order, wrt, injunction or decree of any cour, federal or state regulatory body, administrative agency or other goverental body applicable to the Company. or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Company Mortgage or any materal mortgage, indenture, agreement or instrment to which the Company is a party or by which it or any of its properies is bound and of which I have knowledge or, to the best of my knowledge. and except for the First Mortgage Bonds, result in the creation or imposition of any mortgage. lien, charge or - 3 - encumbrance of any nature whatsoever upn any of the properties or assets of the Company; (g) on and as of the date hereof, all authorizations, consents and approvals of, notices to, registrations or filings with or actions in respect of any goverental body, agency, regulatory authority or other instrumentality or cour require to be obtained, given or taken on behalf of the Company in connection with the remareting and public reoffering of the Bonds, the execution, deliver and performance by the Company of the Remarketing Agreeents, the Release Agreements, the Letter of Credit Agreements and the Supplemental Loan Agreements have been obtained, given or taken and are in ful force and effect, provided that no opinion is expressed with respect to compliance with any securities laws; (h) to the best of my knowledge, other than as described in the Reofferng Circular, the Company has not received notice of or process in any action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending against the Company, nor is any such action, suit, proceeding, inquiry or investigation pending or theatened against the Company, wherein an unfavorable decision, ruling or finding would have a materal advere effect on the properies, business, financial condition or results of opertions of the Company or the transactions contemplated by the Remarketing Agreements, the Release Agreements, the Letter of Credit Agreeents, the Credit Agreements, the Supplemental Loan Agreements or the Reofferng Circular, or which would adversely affect the validity or enforceabilty of, or the authority of the Company to perform its obligations under, the Remarketing Agreements, the Release Agreements and the Supplemental Loan Agreements or materally adversely affect the ability of the Company to perform its obligations thereunder; and (i) to the best of my knowledge, the Company is not in default under the Company Mortgage, the Leter of Credit Agreements, the Credit Agreements, the Loan Agreement or any materal indenture or other agreement or instrent govering outstanding indebtedness iSßued by the Company nor, to the best of my knowledge, has any event occurred, which event is continuing, which with notice or the passage of time or both would constitute a default under any such document. I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of interest on the Bonds, as to which you have received the opinion, dated this date, of Chapman and Cutler LLP. In addition, I express no opinion as to the application or effect of any securities law to the transactions contemplated by the Reoffering Circular. I express no opinion as to (i) the effect of any insurance law on the transactions contemplated by the Release Agreement, (ii) whether any action, except the consent of the County as set forth in the Release Agreement, is required for the release of the County's rights, if any, under the municipal bond insurance policy or (ii) the scope of the release, except for the - 4- release by the County of Ambac from Ambac's obligations under the municipal bond insurance policy to pay principal of and interest on the Bonds in the event that the Company fails to make such payments, or whether the terms of the Release Agreement may be affected by Ambac's purported retention of subrogation rights, Additionally, I advise you that, without having undertaken to deterine indepndently the accuracy or completeness of the statements contained in the Reofferng Circular, excet as set forth above, nothing has come to my attention in the course of my parcipation in the preparation of the Reoffering Circular and in the transactions contemplated thereby, or in the perormance of my duties as Counsel to the Company, or otherise, that causes me to believe, as of the date hereof, that the Reofferng Circular (except for the financial statements and other financial and statistical data included or incorporated by reference therein, as to which I express no opinion) contains any untrue or misleading statement of a materal fact or omits to state any materal fact necessar to make the statements therein, in the light of the circumstances under which they were made, not misleading. The opinions expressed herein are limited to matters govered by the laws of the United States of America and the State of Oregon and, as to the opinions expressed in pargraph (g) above, the laws of the States of California, Idaho, Utah, Washington and Wyoming, that are applicable to PacifiCorp as a regulated public utilty in such states, and I express no opinion as to the law of any other jurisdiction. In rendering the opinions expressed herein, I have relied upon the attached opinion letter of Jeffer B, Erb, Esq., Assistant General Counsel to the Company, as to the matters expressed therein and the opinions expressed herein are subject to all of the assumptions and qualifications recited in the opinion letter attached hereto, I hereby confirm my consent to the use of my name on the cover page and under the caption "CERTAI LEGAL MAITRS" in the Reofferng Circular. This opinion is addressed solely to you in connection with the Remarketing Agreement and is not to be relied upon by any other person or for any other purposes or quoted or refered to in any public document or fied with any governental agency or other person, except for inclusion in the transcrpt of documents relating to the reofferng of the Bonds, without my written consent. Ver truly yours, - 5 -