20101208Amendments to Credit Support Arrangements.pdf

~~l~OUNTA'N RE-C£:l 201 South Main, Suite 2300
Salt lake City, Utah 84111
December 8, 2010 lOIO DEC -8 AM 10=44
VI OVERNIGHT DELIVERY
Idaho Public Utilities Commssion
472 West Washigton Street
Boise, Idaho 83720
Att: Ms. Jean Jewell
Commssion Secrta
Re: Case No. PAC-S-94-1
Order No. 25443
Report of Amendments to Credit Support Arrangements
Dea Commssioners:
Pusuat to the referenced Order, PacifiCorp submits to the Commssion one set of verified
copies of each of the followig documents:
First Amendments, dated as of October 27, 2010, to the 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, Uta Pollution Control Revenue Refudig Bonds
(pacifiCorp Project) Series 1994
b) $8,190,000 Converse County, Wyomig Pollution Control Revenue Refuding Bonds
(pacifiCorp Project) Series 1994
c) $15,060,000 Lincoln County, Wyomig Pollution Control Revenue Refudig Bonds
(pacifiCorp Project) Series 1994
d) $40,655,000 Moffat County, Colorao 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 Contrl Revenue Refudig Bonds
(pacifiCorp Project) Series 1994
Idaho Public Utilties Commssion
December 8, 2010
Page 2
Because PacifiCorp ha not issued any new securty in connection with the referenced
trction, no Report of Securties Issued is enclosed.
PacifiCorp entered into these first amendments to clarfy languge regarding extensions to the
expiration date on these letters of credit, thereby allowig the anua extensions to tae place
beyond November 19,2010.
Under penalty of perjur, I declar 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,
aÚ/Wl- .l~z-
Tanya Sacks
Assistat Treasurer
Enclosues
Cc: Terr Carlock
Ted Weston
FIRST AMENDMENT
Dated as of October 27,.2010
TO
LETTER OF CREDIT AGREEMENT
dated November 19, 2008
by and among
P ACIFICORP,
as the "Borrowet'
and
WELLS FARGO BAN, NATIONAL ASSOCIATION,
as the "Issuing Ban"
$9,365,000
Carbon County, Uta
Pollution Control Revenue Refuding Bonds,
Series 1994
(PacifiCorp Project)
02941-0273/LEGALl9467188.2
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as
of October 27, 2010 (this "Amendment") amends that certain Letter of Credit Agreement dated
November 19, 2008 (the "Original 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 the Original 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 requested that the Issuing Ban issue its irrevocable transferable letter of
credit as described herein.
(6) The Issuing Ban issued its letter of credit dated November 19,2008 (the "Letter
of Credit") in substantially the form attached to the Original Agreement as Exhbit A on the
terms set forth in the Credit Agreement as supplemented by the Original Agreement.
(7) The Borrower has now requested that the Issuing Bank amend the Letter of Credit
pursuant to an amendment substantially in the form of Exhibit A attached hereto, and such
amendment requies an amendment to Section 2.05 of the Original Agreement.
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
amendment to the Letter of Credit, the parties hereto agree as follows:
ARTICLE I
AMENDMENT
Section 1.01 Amendment to Section 2.05 of the Original Agreement. Section 2.05 of the
Original Agreement is hereby amended to read as follows:
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, as amended on
the date hereof, the Issuing Bank shall provide written notice to the Borrower of such
intention on or before August 21 st of the same year in which the then current Expiration
02941.0273/LEGALl9467188.2
Date is scheduled to occur. 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 20th of the same year in
which the then current Expiration Date occurs. The determination whether to extend the
Expiration Date shall be in the independent absolute discretion of Issuing Bank.
Section 1.02 Representation and Waranties. To induce the Issuing Bank to enter into this
amendment and to issue the amendment to the Letter of Credit, the Borrower hereby represents
and warrants that
(1) the representations and warranties contained in Section 4.04(b) and
Section 4.05 of the Credit Agreement (modified to refer to the most recent Annual
Report on Form 10-K and Quaerly Report on Form lO-Q filed by the Company
with the Securities and Exchange Commission), are true on and as of the date of
the issuance of the Letters of Credit;
(2) After the issuance of the amendment to the Letter of Credit and
any contemporaneous amendments to other letters of credit on the date hereof, the
Total Outstanding Amount wil not exceed the Total Commitment and the
aggregate amount of the Letter of Credit Liabilties shal not exceed
$200,000,000;
(3) Immediately prior to and after the issuance of the amendment to
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 amendment to 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 amendment to the Letter of Credit or the execution of this
Amendment, 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.
ARTICLE II
MISCELLANEOUS
Section 2.01 Amendments, Etc. No amendment or waiver of any provision of the Original
Agreement, as amended by this Amendment, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
o 2941-0273/LEGALl 94671 88.2 2
Issuing Ban and the Borrower and then such waiver or consent shall be effective only in the
specific instace and for the specific purose for which given.
Section 2.02 Binding Effect. This Amendment 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 ofthe Borrower, the Issuing Bank, 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 written consent of the Issuing Bank.
Section 2.03 Severabilty. Any provision of this Amendment which is prohibited,
unenforceable or not authorized in any jursdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceabilty or legality of such provision
in any other jursdiction.
Section 2.04 Governing Law. This Agreement shall be governed by, and construed 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 governed by the laws of the State of Oregon.
Section 2.05 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MAE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH AR 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 2.06 Continuing Obligation. The Original Agreement, as amended by this
Amendment, is a continuing obligation, shall survive the expiration of the Letter of Credit until
amounts owed hereunder and under the Credit Agreemeht 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 2.07 Counterpars. This Amendment 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 instrent.
Section 2.08 Ratification and Confirmation of Original Agreement as Amended Hereby. The
Original Agreement, as amended by this Amendment, shall remain in full force and effect and is
hereby ratified and confirmed in all respects and shall continue to be binding upon borrower and
enforceable by Issuing Bank in accordance with its terms.
02941-0273/LEGAL19467 i 88.2 3
IN WI1NSS WHREOF, the pares hereto have caused ths ,Amendment to be duly
executed and delivered by their respective offcers thereunto duly authorized as of the date first
above wrtten,
P ACIFICORP, as Borrower/~ iJ( . ~.By "' ~ lJ,-~'t~
Name: BruceN. Williams
Title: Vice President and Treasurer
(Signature Page to First Amendment to Letter of Credit Agreement)
02941-D273/LEGAL19467188.1 4
IN 'WTNESS WHREOF J th pares hereto have caus th Amendment to be dul
executed and delivered by their respective offcers thereunto duly. au:thorized as of the dat\' fist
above'Mtten.
WELLS FARGO BAN~ NATIONAL
ASSOCIAll0N~ as Issuing BaiBY~
Name- . ~ , e~'rTitle:~ , ==
(Signature Page to First Amend:ment to Letter of Credit Agreement)
OZ!)1-Ul13IlALl 9467188. i 5
10/27/2010 12:04PM (GMT-05:00)
EXHIBIT A
TO
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
FORM OF AMENDMENT TO LETTER OF CREDIT
WELLS FARGO BANK, N.A.
TRADE SERVICES DIVISION - STANDBY LETTER OF CREDIT UNIT
One Front Street, 21st Floor, San Francisco, California 94111
Phone: [phone] Option 1. E-Mail: sftrade(wellsfargo.com
Amendment Number
Letter of Credit No. NZS630101
Date: October _' 2010
BENEFICIARY:
The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corporate Trust
APPLICANT:
PacifiCorp
825 N. E. Multnomah St.
Portland, Oregon 97232
Ladies and Gentlemen:
This Amendment is to be considered as part of the above-referenced Letter of Credit and must be attached
thereto.
The above mentioned Letter of Credit is amended as follows:
1. "This Letter of Credit now expires at our above offce on November 19, 2010, but shall be
automatically extended, without written amendment first to November 19,2011, then to November 19,
2012 and then to but not beyond November 19, 2013, unless you shall have received our written notice
sent by express courier, authenticated SWIT message, facsimile transmission, or registered mail that we
elect not to extend this Letter of Credit beyond the date specified in such notice, which date wil be
November 19,2011, or November 19,2012. To be effective, the notice from us electing not to extend
this Letter of Credit must be received by you on or before the October 20th preceding the then current
Expiration Date. As used herein, the term "Expiration Date" means the earlier of (a) November 19,2013
or (b) the date specified in any notice of non-extension received by you pursuant to the immediately
preceding sentence as the date beyond which this Letter of Credit wil not be extended. If the Expiration
Date falls on a day which is not a Business Day, then such Expiration Date shall be automatically
extended to the next succeeding Business Day."
0294 1-0273/LEGALl 94671 88.2
All other terms unchanged.
Very trly yours,
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:
(Authorized Signatue)
0294 i -0273/LEGALl9467 1 88.2
FIRST AMENDMENT
Dated as of October 27,2010
TO
LETTER OF CREDIT AGREEMENT
dated November 19, 2008
by and among
PACIFICORP ,
as the "Borrower"
and
J
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "Issuing Bank"
$8,190,000
Converse County, Wyoming
Pollution Control Revenue Refunding Bonds,
Series 1994
(PacifiCorp Project)
02941-0273/LEGALl9467199.2
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as
of October 27,2010 (this "Amendment") amends that certain Letter of Credit Agreement dated
November 19, 2008 (the "Original 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 Article I of the Original 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 requested that the Issuing Ban issue its irrevocable transferable letter of
credit as described herein.
(6) The Issuing Ban issued its letter of credit dated November 19,2008 (the ItLetter
of Credit") in substantially the form attached to the Original Agreement as Exhibit A on the
terms set forth in the Credit Agreement as supplemented by the Original Agreement.
(7) The Borrower has now requested that the Issuing Ban amend the Letter of Credit
pursuant to an amèndment substatially in the form of Exhibit A attached hereto, and such
amendment requires an amendment to Section 2.05 of the Original Agreement.
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
amendment to the Letter of Credit, the partes hereto agree as follows:
ARTICLE I
AMENDMENT
Section 1.01 Amendment to Section 2.05 of the Original Agreement. Section 2.05 of the
Original Agreement is hereby amended to read as follows:
Section 2.05 Extension of the Expiration Date. If the Issuing Bank intends to elect not to
extend the then current Expiration Date set forth in the Letter of Credit, as amended on
the date hereof, the Issuing Bank shall provide written notice to the Borrower of such
intention on or before August 21 st of the same year in which the then current Expiration
02941.0273/LEGALl9467199.2
Date is scheduled to occur. 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 Bank's election to the Trustee on or before October 20th of the same year in
which the then curent Expiration Date occurs. The determination whether to extend the
Expiration Date shall be in the independent absolute discretion of Issuing Ban.
Section 1.02 Representation and Warranties. To induce the Issuing Ban to enter into this
amendment and to issue the amendment to the Letter of Credit, 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 (modified to refer to the most recent Annual
Report on Form lO-K and Quarerly Report on Form 10-Q filed by the Company
with the Securities and Exchange Commission), are tre on and as of the date of
the issuance of the Letters of Credit;
(2) After the issuance of the amendment to the Letter of Credit and
any contemporaneous amendments to other letters of credit on the date hereof, the
Total Outstanding Amount wil 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 amendment to
the Letter of Credit, no Default shall have occured and be continuing under thè
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 amendment to 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 amendment to the Letter of Credit or the execution of this
Amendment, 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.
ARTICLE II
MISCELLANEOUS
Section 2.01 Amendments, Etc. No amendment or waiver of any provision of the Original
Agreement, as amended by this Amendment, nor consent to any departure by the Borrower
therefrom, shall in any event be effective uness the same shall be in wrting and signed by the
02941-0273/LEGAL19467 1 99.2 2
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 2.02 Binding Effect. This Amendment 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 Borrower shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Issuing Bank.
Section 2.03 Severabilty. Any provision of this Amendment which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
Section 2.04 Governng Law. This Agreement shall be governed by, and construed 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 governed by the laws of the State of Oregon.
Section 2.05 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 2.06 Continuing Obligation. The Original Agreement, as amended by this
Amendment, is a continuing obligation, shall surive 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 2.07 Counterpars. This Amendment may be executed in counterpar by the paries
hereto, and each such counterpar shall be considered an original and all shall constitute one and
the same instrument.
Section 2.08 Ratification and Confirmation of Original Agreement as Amended Hereby. The
Original Agreement, as amended by this Amendment, shall remain in full force and effect and is
hereby ratified and confirmed in all respects and shall continue to be binding upon borrower and
enforceable by Issuing Bank in accordace with its terms.
02941-0273/LEGAL 19467199.2 3
IN WITNESS WHEREOF, the pares hereto have caused this Amendment to be duly
executed and delivered by their respective offcers thereunto duly authorized as of the date first
above written.
PACIFICORP, as Borrower
(! . '\ 1\ nilBy "'\)~ . tv WJxv-
Name: Bruce N. Williams
Title: Vice President::.and Treasurer
(Signature Page to First Amendment to Letter of Credit Agreementl
02941-o273fLEGAL 19467199.i 4
rn WITSS WHREOF~ the paes hereto have causd ths Amendment to be duly
execud and deli\'ered by thir respective offcers thereuto duly authorize as of the da fist
above writt
WELLS FARGO BANK~ NATIONAL
ASSOCIATION, as Issuing Ban
~==
(Signature Page to Fir$t Am$dment to Letter of Credit Agreementl
0Z91.OZ7lILOALISl46199.1 5'
10/27/2010 11:37AM (GMT-07:00)
EXHIBIT A
TO
FIRST AMENDMENT TO LEITER OF CREDIT AGREEMENT
FORM OF AMENDMENT TO LETTER OF CREDIT
WELLS FARGO BANK, N.A.,
TRADE SERVICES DIVISION - STANDBY LETTER OF CREDIT UNIT
One Front Street, 21st Floor, San Francisco, California 941 11
Phone: [phone] Option 1. E-Mail: sftrade(tVwellsfargo.com
Amendment Number
Letter of Credit No. NZS630102
Date: October _,2010
BENEFICIARY:
The Ban of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corporate Trust
APPLICANT:
PacifiCorp
825 N. E. Multnomah St.
Portland, Oregon 97232
Ladies and Gentlemen:
This Amendment is to be considered as par of the above-referenced Letter of Credit and must be attched
thereto.
The above mentioned Lettr of Credit is amended as follows:
1. "This Letter of Credit now expires at our above office on November 19, 2010, but shall be
automatically extended, without written amendment first to November 19,2011, then to November 19,
2012 and then to but not beyond November 19,2013, unless you shall have received our written notice
sent by express courier, authenticated SWIFT message, facsimile transmission, or registered mail that we
elect not to extend this Letter of Credit beyond the date specified in such notice, which date wil be
November 19,2011, or November 19,2012. To be effective, the notice from us electing not to extend
this Letter of Credit must be received by you on or before the October 20th preceding the then current
Expiration Date. As used herein, the term "Expiration Date" means the earlier of (a) November 19, 2013
or (b) the date specified in any notice of non-extension received by you pursuant to the immediately
preceding sentence as the date beyond which this Letter of Credit wil not be extended. If the Expiration
Date falls on a day which is not a Business Day, then such Expiration Date shall be automatically
extended to the next succeeding Business Day."
02941-02731LEGAL 19467199.2
All other terms unchanged.
Very truly yours,
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:
(Authorized Signature)
02941 -0273/LEGAL 19467199.2
FIRST AMENDMENT
Dated as of October 27, 2010
TO
LETTER OF CREDIT AGREEMENT
dated November 19, 2008
by and among
P ACIFICORP,
as the "Borrower"
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "Issuing Ban"
$15,060,000
Lincoln County, Wyoming
Pollution Control Revenue Refuding Bonds,
Series 1994
(PacifiCorp Project)
02941-0273/LEGALl 94671 59.
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as
of October 27, 2010 (this "Amendment") amends that certain Letter of Credit Agreement dated
November 19, 2008 (the "Original 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"). Certn terms used
herein are defined in Aricle I of the Original 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 requested that the Issuing Ban issue its irrevocable transferable letter of
credit as described herein.
(6) The Issuing Ban issued its letter of credit dated November 19,2008 (the "Letter
of Credit") in substatially the form attached to the Original Agreement as Exhibit A on the
terms set fort in the Credit Agreement as supplemented by the Original Agreement.
(7) The Borrower has now requested that the Issuing Bank amend the Letter of Credit
pursuant to an amendment substantially in the form of Exhibit A attached hereto, and such
amendment requires an amendment to Section 2.05 of the Original Agreement.
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
amendment to the Letter of Credit, the paries hereto agree as follows:
ARTICLE I
AMENDMENT
Section 1.01 Amendment to Section 2.05 of the Original Agreement. Section 2.05 of the
Original Agreement is hereby amended to read as follows:
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, as amended on
the date hereof, the Issuing Bank shall provide written notice to the Borrower of such
intention on or before August 2 i st of the same year in which the then current Expiration
02941-0273/LEGALl9467159.2
Date is scheduled to occur. 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 Bank's election to the Trustee on or before October 20th of the same year in
which the then current Expiration Date occurs. The determination whether to extend the
Expiration Date shall be in the independent absolute discretion of Issuing Bank.
Section 1.02 Representation and Warranties. To induce the Issuing Bank to enter into this
amendment and to issue the amendment to the Letter of Credit, the Borrower hereby represents
and warants that
(1) the representations and waranties contained in Section 4.04(b) and
Section 4.05 of the Credit Agreement (modified to refer to the most recent Anual
Report on Form lO-K and Quarerly Report on Form 10-Q fied by the Company
with the Securities and Exchange Commission), are tre on and as of the date of
the issuance of the Letters of Credit;
(2) After the issuance of the. amendment to the Letter of Credit and
any contemporaneous amendments to other letters of credit on the date hereof, 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 afer the issuance of the amendment to
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 issuace of the amendment to 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 amendment to the Letter of Credit or the execution of ths
Amendment, 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.
ARTICLE II
MISCELLANEOUS
Section 2.01 Amendments, Etc. No amendment or waiver of any provision of the Original
Agreement, as amended by this Amendment, nor consent to any deparure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
02941-0273/LEGALl9467 159 .2 2
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 2.02 Binding Effect. This Amendment 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 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 written consent of the Issuing Bank.
Section 2.03 Severability. Any provision of this Amendment 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, enforceability or legality of such provision
in any other jurisdiction.
Section 2.04 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York except that the authority of the Borrower to
execute and deliver ths Agreement shall be governed by the laws of the State of Oregon.
Section 2.05 OREGON STATE NOTICE. UNDER OREGUN 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 2.06 Continuing Obligation. The Original Agreement, as amended by this
Amendment, 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 2.07 Counterparts. This Amendment may be executed in counterpars by the paries
hereto, and each such counterpar shall be considered an original and all shall constitute one andthe same instrument. .
Section 2.08 Ratification and Confirmation of Original Agreement as Amended Hereby. The
Original Agreement, as amended by this Amendment, shall remain in full force and effect and is
hereby ratified and confirmed in all respects and shall continue to be binding upon borrower and
enforceable by Issuing Ban in accordance with its terms.
0294I-0273/LEGALl9467159.3
IN WI1NSS 'WREOF, the pares hereto have caused ths Amendment to be duly
executed and delivered by their respective offcers thereunto duly authoriz as of the date fist
above written.
PACIFICORP, as Borrower
a \ ' . or¡By v\\ ~ Iv l;~v--
Name: Bruce N. Williams
Title: Vice President and Treasurer
(Signature Page to First Amendment to Letter of Credit Agreement)
02941-Q273/LEGALl9467159.1 4
IN wrS WBF ~ th paes heet have caused ths Amennt to be duly
execute and delivered by thir respetive offce therto duly authori as of th dat fit
abve wiitt
WELLS FARGO BAN. NATIONAL
ASSOCIA TION, as Issg Ba
~...
ByNam' . .T~
(Signa.ture Page to First Ameidmel1t to Letter of Creit Agrellmentl
D2941"¡:i!.'i:3ILAL~4õ7i rw. i 5
10/27/2010 12:0~PM (GMT-05:0Q)
EXHIBIT A
TO
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
FORM OF AMENDMENT TO LETTER OF CREDIT
WELLS FARGO BANK, N.A.
TRADE SERVICES DIVISION - STANDBY LETTER OF CREDIT UNIT
One Front Street, 21st Floor, San Francisco, California 94111
Phone: [phone] Option 1. E-Mail: sftrade(Qiwellsfargo.com
Amendment Number
Letter of Credit No. NZS630105
Date: October _,2010
BENEFICIARY:
The Ban of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corporate Trust
APPLICANT:
PacifiCorp
825 N. E. Multnomah St.
Portland, Oregon 97232
Ladies and Gentlemen:
This Amendment is to be considered as par of the above-referenced Letter of Credit and must be attached
thereto.
The above mentioned Letter of Credit is amended as follows:
1. "This Letter of Credit now expires at our above offce on November 19, 2010, but shall be
automatically extended, without written amendment first to November 19, 2011, then to November 19,
2012 and then to but not beyond November 19,2013, unless you shall have received our written notice
sent by express courier, authenticated SWIFT message, facsimile transmission, or registered mail that we
elect not to extend this Letter of Credit beyond the date specified in such notice, which date wil be
November 19,2011, or November 19,2012. To be effective, the notice from us electing not to extend
this Lefter of Credit must be received by you on or before the October 20th preceding the then current
Expiration Date. As used herein, the term "Expiration Date" means the earlier of (a) November 19,2013
or (b) the date specified in any notice of non-extension received by you pursuant to the immediately
preceding sentence as the date beyond which this Letter of Credit wil not be extended. If the Expiration
Date falls on a day which is not a Business Day, then such Expiration Date shall be automatically
extended to the next succeeding Business Day."
0294 1-0273/LEGALl9467 159.2
All other terms unchanged.
Very truly yours,
WELLS FARGO BANK,
NATIONAL ASSOCIA nON
By:
(Authorized Signature)
02941-0273/LEG AL 19467159.2
FIRST AMENDMENT
Dated as of October 27,2010
TO
LETTER 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"
$40,655,000
Moffat County, Colorado
Pollution Control Revenue Refuding Bonds,
Series 1994
(PacifiCorp Project)
02941-0273/LEGAL19467182.2
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as
of October 27,2010 (this "Amendment") amends that certin Letter of Credit Agreement dated
November 19, 2008 (the "Original 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"). Certin terms used
herein are defined in Aricle I of the Original 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 requested that the Issuing Ban issue its irrevocable transferable letter of
credit as described herein.
(6) The Issuing Ban issued its letter of credit dated November 19,2008 (the I1Letter
of Credit") in substantially the form attached to the Original Agreement as Exhibit A on the
terms set forth in the Credit Agreement as supplemented by the Original Agreement.
(7) The Borrower has now requested that the Issuing Ban amend the Letter of Credit
pursuant to an amendment substantially in the form of Exhibit A attached hereto, and such
amendment requires an amendment to Section 2.05 of the Original Agreement.
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
amendment to the Letter of Credit, the paries hereto agree as follows:
ARTICLE I
AMENDMENT
Section 1.01 Amendment to Section 2.05 of the Original Agreement. Section 2.05 of the
Original Agreement is hereby amended to read as follows:
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, as amended on
the date hereof, the Issuing Ban shall provide written notice to the Borrower of such
intention on or before August 21 st of the same year in whiCh the then current Expiration
02941-0273/LEGALI9467182.2
Date is scheduled to occur. In addition, if the Issuing Ban makes such election to not
extend the scheduled Expiration Date, the Issuing Bank shall provide written notice of the
Issuing Bank's election to the Trustee on or before October 20th of the same year in
which the then current Expiration Date occurs. The determination whether to extend the
Expiration Date shall be in the independent absolute discretion of Issuing Ban.
Section 1.02 Representation and Warranties. To induce the Issuing Bank to enter into this
amendment and to issue the amendment to the Letter of Credit, the Borrower hereby represents
and warants that
(1) the representations and waranties contained in Section 4. 04(b) and
Section 4.05 ofthe Credit Agreement (modified to refer to the most recent Annual
Report on Form 10-K and Quaerly Report on Form lO-Q filed by the Company
with the Securities and Exchange Commission), are true on and as of the date of
the issuance of the Letters of Credit;
(2) After the issuance of the amendment to the Letter of Credit and
any contemporaneous amendments to other letters of credit on the date hereof, the
Total Outstading 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 issuace of the amendment to
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 issuace of the amendment to the Letter of Credit, before and afer 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 amendment to the Letter of Credit or the execution of this
Amendment, 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.
ARTICLE II
MISCELLANEOUS
Section 2.01 Amendments, Etc. No amendment or waiver of any provision of the Original
Agreement, as amended by this Amendment, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
0294 1-0273/LEGAL 1 9467 1 82.2 2
Issuing Bank 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 2.02 Binding Effect. This Amendment 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 ofthe Borrower, the Issuing Bank, 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 2.03 Severabilty. Any provision of this Amendment which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non'-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
Section 2.04 Governng 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 governed by the laws of the. State of Oregon.
Section 2.05 OREGON STATE NOTICE. UNER OREGON LAW, MOST
AGREEMENTS, PROMISES AN 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 MUSTBE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE.
Section 2.06 Continuing Obligation. The Original Agreement, as amended by this
Amendment, 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 Bank and its successors, tranferees and assigns.
Section 2.07 Counterpars. This Amendment 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 instruent.
Section 2.08 Ratification and Confirmation of Original Agreement as Amended Hereby. The
Original Agreement, as amended by this Amendment, shall remain in full force and effect and is
hereby ratified and confirmed in all respects and shall continue to be binding upon borrower and
enforceable by Issuing Ban in accordance with its terms.
0294 1-0273/LEGALl94671 82.2 3
IN WITNSS WHEREOF, the paries hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above writtn.
P ACIFICORP, as Borrower
fÍ ~ /,,!\ f\ìBy .--~ ~L to ~!~-'-'
Name: Bruce N. Williams
Title: Vice President and Treasurer
(Signature Page to First Amendment to Letter of Credit Agreement)
02941-0273/LEGAL! 9467 1 82.!4
IN WITNS WHREOF, th paes heeto hae ca ths Aidment to be duly
executed and dever by their respecive offces theunto duly autri as of the da fi
aboe wrtt
WELLS FARGO BAN, NATIONAL
ASSOCIATION. as Issui Ban
~om~~=Title: ..; y..-e v;.l;j"lA~ -
(Signature'Page to First Amendment tO'Lettr of Credit Agement)
0291.(iJALl9471 si.i s
10/27/2010 12:0~PM (GMT-05:00)
EXHIBIT A
TO
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
FORM OF AMENDMENT TO LETTER OF CREDIT
WELLS FARGO BANK, N.A.
TRADE SERVICES DIVISION - STANDBY LETTER OF CREDIT UNIT
One Front Street, 21st Floor, San Francisco, California 94111
Phone: [phone] Option 1. E-Mail: sftrade(wellsfargo.com
Amendment Number.
Letter of Credit No. NZS630106
Date: October _' 2010
BENEFICIARY:
The Ban of New York Mellon Trust Company, N.A.
2 Nort LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corprate Trust
APPLICANT:
PacifiCorp
825 N. E. Multnomah St.
Portland, Oregon 97232
Ladies and Gentlemen:
This Amendment is to be considered as par of the above-referenced Letter of Credit and must be attached
thereto.
The above mentioned Letter of Credit is amended as follows:
1. "This Letter of Credit now expires at our above offce on November 19, 2010, but shall be
automatically extended, without written amendment first to November 19,2011, then to November 19,
2012 and then to but not beyond November 19,2013, unless you shall have received our written notice
sent by express courier, authenticated SWIFT message, facsimile transmission, or registered mail that we
elect not to extend this Letter of Credit beyond the date specified in such notice, which date wil be
November 19,2011, or November 19,2012. To be effective, the notice from us electing not to extend
this Letter of Credit must be received by you on or before the October 20th preceding the then current
Expiration Date. As used herein, the term "Expiration Date" means the earlier of (a) November 19,2013
or (b) the date specified in any notice of non-extension received by you pursuant to the immediately
preceding sentence as the date beyond which this Letter of Credit wil not be extended. If the Expiration
Date falls on a day which is not a Business Day, then such Expiration Date shall be automatically
extended to the next succeeding Business Day."
02941-0273/LEGAL1 9467 1 82.2
All other terms unchanged.
Very truly yours,
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:
(Authorized Signature)
0294 i -0273/LEGALl9467 i 82.2
FIRST AMENDMENT
Dated as of October 27,2010
TO
LETTER OF CREDIT AGREEMENT
dated November 19,2008
by and among
P ACIFICORP,
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-o273/LEGALl9464825.2
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as
of October 27, 2010 (this ItAmendmenttl) amends that certain Letter of Credit Agreement dated
November 19, 2008 (the "Original 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 terms used
herein are defined in Aricle I of the Original 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 Indentue.
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 Borrpwer requested that the Issuing Bank issue its irrevocable transferable letter of
credit as described herein.
(6) The Issuing Ban issued its letter of credit dated November 19, 2008 (the ItLetter
of Credit") in substantially the form attached to the Original Agreement as Exhibit A on the
terms set forth in the Credit Agreement as supplemented by the Original Agreement.
(7) The Borrower has now requested that the Issuing Ban amend the Letter of Credit
pursuant to an amendment substantially in the form of Exhibit A attached hereto, and such
amendment requires an amendment to Section 2.05 of the Original Agreement.
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
amendment to the Letter of Credit, the paries hereto agree as follows:
ARTICLE I
AMENDMENT
Section 1.01 Amendment to Section 2.05 of the Original Agreement. Section 2.05 of the
Original Agreement is hereby amended to read as follows:
Section 2.05 Extension of the Expiration Date. If the Issuing Bank intends to elect not to
extend the then curent Expiration Date set forth in the Letter of Credit, as amended on
the date hereof, the Issuing Ban shall provide written notice to the Borrower of such
intention on or before August 21 st of the same year in which the then current Expiration
02941-0273/LEGAL19464825.2
Date is scheduled to occur. 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 20th of the same year in
which the then current Expiration Date occurs. The determination whether to extend the
Expiration Date shall be in the independent absolute discretion of Issuing Ban.
Section 1.02 Representation and Waranties. To induce the Issuing Ban to enter into this
amendment and to issue the amendment to the Letter of Credit, the Borrower hereby represents
and warrants that
(1) the representations and warranties contained in Section 4.04(b) and
Section 4.05 of the Credit Agreement (modified to refer to the most recent Anual
Report on Form 10-K and Quarerly Report on Form 10-Q filed by the Company
with the Securities and Exchange Commission), are true on and as of the date of
the issuance of the Letters of Credit;
(2) After the issuance of the amendment to the Letter of Credit and
any contemporaneous amendments to other letters of credit on the date hereof, 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 issuance of the amendment to
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 amendment to 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 Bankptcy Code or under any similar act; and
(6) No event has occured and is continuing, or would result from the
issuance of the amendment to the Letter of Credit or the execution of this
Amendment, 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.
ARTICLE II
MISCELLANEOUS
Section 2.01 Amendments, Etc. No amendment or waiver of any provision of the Original
Agreement, as amended by this Amendment, 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
02941-0273/LEGALl9464825.2 2
Issuing Bank and the Borrower and then such waiver or consent shall be effective only in the
specific instace and for the specific purose for which given.
Section 2.02 Binding Effect. This Amendment shall become effective when it shall have been
executed by the Borrower and the Issuing Ban and thereafer 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 written consent of the Issuing Ban.
Section 2.03 Severability. Any provision of this Amendment 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.
Section 2.04 Governing 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 governed by the laws of the State of Oregon.
Section 2.05 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 2.06 Continuing Obligation. The Original Agreement, as amended by this
Amendment, 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 2.07 Counterparts. This Amendment 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 instruent.
Section 2.08 Ratification and Confirmation of Original Agreement as Amended Hereby. The
Original Agreement, as amended by this Amendment, shall remain in full force and effect and is
hereby ratified and confirmed in all respects and shall continue to be binding upon borrower and
enforceable by Issuing Bank in accordance with its terms.
02941-o273ILEGAL 19464825.2 3
IN WITNESS WHREOF, the paries hereto have caused ths Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
P ACIFICORP) as Borrower
By ~~ \\) lL/'~
Name: Bruce N. Williams
Tnle: Vice President and Treasurer
(Signature Page to First Amendment to Letter of Credit Agreement)
02941-0273iLGAL 1946825.1 4
IN WIS WHREOF, the paes her have cai.ed ths Amndm to be dily
execut an delivered by their resPve offces therunto duly authze as of the d¡: fistabve writt .
WELLS FARGO BA. NATIONAL
ASSOCIATION~ as Issuig Ban
~~taTitle: ~ ,'c. '(-t Çr -e ..sr
(Signtue Page to First Amendnumt to Lettr of Credit Ageementl
~41-o¡73/GALl94642S .1 S'
10/27/2010 12:04PM (GMT-05:00)
EXHIBIT A
TO
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
FORM OF AMENDMENT TO LETTER OF CREDIT
WELLS FARGO BANK, N.A.
TRADE SERVICES DIVISION - STANDBY LETTER OF CREDIT UNIT
One Front Street, 21st Floor, San Francisco, California 94111
Phone: [phone] Option 1. E-Mail: sftradecmwellsfargo.com
Amendment Number
Letter of Credit No. NZS630107
Date: October -' 2010
BENEFICIARY:
The Ban of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corporate Trust
APPLICANT:
PacifiCorp
825 N. E. Multnomah St.
Portland, Oregon 97232
Ladies and Gentlemen:
This Amendment is to be considered as par of the above-referenced Letter of Credit and must be attched
thereto.
The above mentioned Letter of Credit is amended as follows:
1. "This Letter of Credit now expires at our above offce on November 19, 2010, but shall be
automatically extended, without written amendment first to November 19, 2011 and then to, but not
beyond November 19, 2012 unless on or before October 20, 2011 you shall have received our written
notice sent by express courier, authenticated SWIT message, facsimile transmission, or registered mail
that we elect not to extend this Letter of Credit beyond November 19, 2011. As used herein, the term
"Expiration Date" means the earlier of (a) November 19, 2012 or (b) the date of November 19, 2011
specified in any notice of non-extension received by you pursuant to the immediately preceding sentence
as the date beyond which this Letter of Credit wil not be extended. If the Expiration Date falls on a day
which is not a Business Day, then such Expiration Date shall be automatically extended to the next
succeeding Business Day."
0294 i -0273/LEGALl9464825.2
All other terms unchanged.
Very truly yours,
WELLS FARGO BANK,
NA TIONAL ASSOCIATION
By:
(Authorized Signature)
02941-0273/LEGAL19464825.2
FIRST AMENDMENT
Dated as of October 27, 2010
TO
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"
$121,940,000
Emery County, Utah
Pollution Control Revenue Refuding Bonds,
Series 1994
(PacifiCorp Project)
02941-0273/LEGAL194671772
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as
of October 27, 2010 (this "Amendment") amends that certain Letter of Credit Agreement dated
November 19, 2008 (the "Original 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"). Certin terms used
herein are defined in Article I of the Original 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 requested that the Issuing Ban issue its irrevocable transferable letter of
credit as described herein.
(6) The Issuing Ban issued its letter of credit dated November 19,2008 (the "Letter
of Credit") in substantially the form attached to the Original Agreement as Exhibit A on the
terms set fort in the Credit Agreement as supplemented by the Original Agreement.
(7) The Borrower has now requested that the Issuing Ban amend the Letter of Credit
pursuant to an amendment substantially in the form of Exhibit A attached hereto, and such
amendment requires an amendment to Section 2.05 of the Original Agreement.
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
amendment to the Letter of Credit, the parties hereto agree as follows:
ARTICLE I
AMENDMENT
Section 1.01 Amendment to Section 2.05 of the Original Agreement. Section 2.05 of the
Original Agreement is hereby amended to read as follows:
Section 2.05 Extension of the Expiration Date. If the Issuing Bank intends to elect not to
extend the then curent Expiration Date set forth in the Letter of Credit, as amended on
the date hereof, the Issuing Ban shall provide written notice to the Borrower of such
intention on or before August 21st of the same year in which the then curent Expiration
0294 i -0273/LEGALl9467177.2
Date is' scheduled to occur. 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 Bank's election to the Trustee on or before October 20th of the same year in
which the then current Expiration Date occurs. The determination whether to extend the
Expiration Date shall be in the independent absolute discretion of Issuing Ban.
Section 1.02 Representation and Warranties. To induce the Issuing Ban to enter into this
amendment and to issue the amendment to the Letter of Credit, the Borrower hereby represents
and warants that
(1) the representations and waranties contaned in Section 4.04(b) and
Section 4.05 of the Credit Agreement (modified to refer to the most recent Annual
Report on Form 10-K and Quarerly Report on Fo.rm lO-Q filed by the Company
with the Securities and Exchange Commission), are tre on and as of the date of
the issuance of the Letters of Credit;
(2) After the issuance of the amendment to the Letter of Credit and
any contemporaneous amendments to other letters of credit on the date hereof, the
Total Outstanding Amount wil 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 amendment to
the Letter of Credit, no Default shall have occurred 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 amendment to 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 occured and is continuing, or would result from the
issuace of the amendment to the Letter of Credit or the execution of this
Amendment, 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 ~e given or time elapse or both.
ARTICLE II
MISCELLANEOUS
Section 2.01 Amendments, Etc. No amendment or waiver of any provision of the Original
Agreement, as amended by this Amendment, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
02941-0273/LEGALl94671772 2
Issuing Bank and the Borrower and then such waiver or consent shall be effective only in the
specific instace and for the specific purose for which given.
Section 2.02 Binding Effect. This Amendment 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 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 written consent of the Issuing Bank.
Section 2.03 Severability. Any provision of this Amendment which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
Section 2.04 Governing 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 governed by the laws of the State of Oregon.
Section 2.05 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH AR 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 2.06 Continuing Obligation. The Original Agreement, as amended by this
Amendment, 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 ful 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 2.07 Counterpar. This Amendment may be executed in counterpar by the paries
hereto, and each such counterpar shall be considered an original and all shall constitute one and
the same instrument.
Section 2.08 Ratification and Confrmation of Original Agreement as Amended Hereby. The
Original Agreement, as amended by this Amendment, shall remain in full force and effect and is
hereby ratified and confirmed in all respects and shall continue to be binding upon borrower and
enforceable by Issuing Bank in accordance with its terms.
02941-0273/LEGAL19467177 .2 3
. IN WITNESS WHEREOF, the pares hereto have caused ths Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above wrtten.
P ACIFICORP, as Borrower
By .~~ N WJ~
Name: Bruce N. Williams
Title: Vice President and Treasurer
(Signature Page to First Amendment to Letter of Credit Agreement)
02941-0273/LEGAL 19467177.1 4
IN WISS WHOF, the pwes hereto have caused this Amendent to be duly
executed and delivered by thei reective offcers thunto duly authorized as of the date firstabove wrtten. "
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Issuing Ban~2(
Title: Vi:Le- 9y-t..ï"r.
:
(Signature Page to Fir ADlendmeit to Letter of Credt Agreement)
021 -Q73!LGAL194Ei7 1 771 5
10/27/2010 12: O~PM (GMT -05: 00)
EXHIBIT A
TO
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
FORM OF AMENDMENT TO LETTER OF CREDIT
WELLS FARGO BANK, N.A.
TRADE SERVICES DIVISION - STANDBY LETTER OF CREDIT UNIT
One Front Street, 21st Floor, San Francisco, California 94111
Phone: [phone] Option 1. E-Mail: sftrade(a)wellsfargo.com
Amendment Number
Letter of Credit No. NZS630104
Date: October _,2010
BENEFICIARY:
The Bank of New York Mellon Trust Company, N.A.
2 Nort LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corporate Trust
APPLICANT:
PacifiCorp
825 N. E. Multnomah St.
Portland, Oregon 97232
Ladies and Gentlemen:
This Amendment is to be considered as part of the above-referenced Letter of Credit and must be attached
thereto.
The above mentiQned Letter of Credit is amended as follows:
1. "This Letter of Credit now expires at our above offce on November 19, 2010, but shall be
automatically extended, without writtn amendment first to November 19,2011, then to November 19,
2012 and then to but not beyond November 19,2013, unless you shall have received our written notice
sent by express courier, authenticated SWIFT message, facsimile transmission, or registered mail that we
elect not to extend this Letter of Credit beyond the date specified in such notice, which date wil be
November 19,2011, or November 19,2012. To be effective, the notice from us electing not to extend
this Letter of Credit must be received by you on or before the October 20th preceding the then current
Expiration Date. As used herein, the term "Expiration Date" means the earlier of (a) November 19,2013
or (b) the date specified in any notice of non-extension received by you pursuant to the immediately
preceding sentence as the date beyond which this Letter of Credit wil not be extended. If the Expiration
Date falls on a day which is not a Business Day, then such Expiration Date shall be automatically
extended to the next succeeding Business Day."
02941-0273/LEGALl94671772
All other terms unchanged.
Very truly yours,
WELLS FARGO BANK,
NATIONAL AS SOCIA nON
By:
(Authorized Signature)
0294 1.0273/LEGALl9467 1772