20030612Revenue Bond Reports.pdf

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Portland, Oregon 97232
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2003 JUH 12 PH 12: 39
PACIFICORP
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UTIUflES COhMISSION
PACIFIC POWER UTAH POWER
June 10 2003
VIA OVERNIGHT MAIL
Idaho Public Utilities Commission
Statehouse
472 West Washington Street
Boise, Idaho 83720
Attn: Ms. Jean D. Jewell
Commission Secretary
Re:Case No. PAC-03-
Order No. 29201
Report of Reoffering of $112,800,000 Aggregate Principal Amount
of Pollution Control Revenue Bonds and
Pledge of $112,800,000 Aggregate Principal Amount of First Mortgage Bonds
Dear Commissioners:
Pursuant to the referenced order, PacifiCorp (the "Company ) submits to the Commission one
verified copy of each of the following documents relating to (i) the reoffering of six below-listed
series of Pollution Control Revenue Bonds (the "PCRB Series ) in aggregate principal amount of
$112 800 000, and (ii) the pledge of $112 800 000 aggregate principal amount of the Company
First Mortgage Bonds, Collateral Bonds, First through Sixth 2003 Series (the "First Mortgage
Bonds
Reoffering Circular dated May 28, 2003 relating to the reoffering ofthe PCRB Series:
$15 000 000 Aggregate Principal Amount of
Sweetwater County, Wyoming
Pollution Control Revenue Bonds, Series 1984
500 000 Aggregate Principal Amount of
City of Forsyth, Rosebud County, Montana
Flexible Rate Demand Pollution Control Revenue Bonds, Series 1986
$17 000 000 Aggregate Principal Amount of
Converse County, Wyoming
Customized Pollution Control Revenue Refunding Bonds, Series 1988
Portlnd2-4430770.2 0017507,00027
$45 000 000 Aggregate Principal Amount of
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds, Series 1991
300 000 Aggregate Principal Amount of
Converse County, Wyoming
Environmental Improvement Revenue Bonds, Series 1995
$22 000 000 Aggregate Principal Amount of
Lincoln County, Wyoming
Environmental Improvement Revenue Bonds, Series 1995
Remarketing Agreements by and among the Company and J.P. Morgan Securities Inc.
Lehman Brothers Inc., Citigroup Global Markets Inc., and Banc One Capital Markets
Inc., dated May 21 2003 and May 28 2003, relating to the reoffering of the PCRB
Series.
Restated Trust Indentures and Restated Loan Agreements, dated as of June 1 , 2003, for
each of the PCRB Series.
First Mortgage Bonds pledged (as credit support for each of the PCRB Series) pursuant to
six separate Pledge Agreements, dated as of June 2003 between the Company and
Bank One Trust Company, NA, as Trustee under each of the six Restated Indentures
relating to each of the PCRB Series.
Because the referenced transactions were a reoffering of outstanding debt and a pledge of First
Mortgage Bonds, there were no proceeds associated with the transactions. Therefore, no Report
of Securities Issued is enclosed.
Under penalty ofpeljury, I declare that I know the contents of the enclosed documents, and they
are true, correct and complete.
Please contact me if you have any questions about this letter or the enclosed documents.
Sincerely,
Bruce N. Williams
Enclosures
Portlnd2-4430770.20017507-00027
REOFFERING CIRCULAR - COMPOSITE REOFFERING - NOT A NEW ISSUE
On the date of initial issuance and delivery of each series of the Bonds, Chapman and Cutler, as Bond Counsel for each suchseries rendered its opinion that, assuming compliance with certain covenants of the Issuer and the Company, interest on the Bonds of
such series was not, under existing laws, includable in gross income to the owners thereof for federal income tax to the extent, upon theconditions and subject to the limitations described in such opinion. See ApPENDICES B-1 through B-6 attached hereto for a copy of each
such opinion. In connection with the conversion of the interest rate on each series of the Bonds to a term rate, as described hereinChapman and Cutler, as Bond Counsel, has and will render its opinions that such conversions will not, in the case of the Series 1986Bonds, the Series 1988 Bonds and the Series 1991 Bonds, cause the interest on such Bonds to become includable in gross income for
federal income tax purposes, in the case of the Series 1995 Bonds, adversely affect the tax-exempt status of such Bonds, and, in the caseof the Series 1984 Bonds, adversely affect the exemption of the interest on such Bonds from federal income taxation. See "TAXEXEMPTION" herein for a more complete discussion.
$15,000,000
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL
REVENUE BONDS
(PACIFICORP PROJECT)
SERIES 1984 (NON-AMT)
$45 000 000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL
REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1991 (NON-AMT)
$112 800 000
COMPOSITE REOFFERING
P ACIFICORP PROJECTS
500,000
CITY OF FORSYTH,
ROSEBUD COUNTY, MONTANA
FLEXIBLE RATE DEMAND POLLUTION
CONTROL REVENUE BONDS
(P ACIFICORPCOLSTRIP PROJECT)
SERIES 1986 (AMT)
$5,300,000
CONVERSE COUNTY, WYOMING
ENVIRONMENTAL IMPROVEMENT
REVENUE BONDS
(P ACIFICORP PROJECT)
SERIES 1995 (AMT)
$17,000,000
CONVERSE COUNTY, WYOMING
CUSTOMIZED PuRCHASE
POLLUTION CONTROL
REVENUE REFlJNDING BONDS
(P ACIFICORP PROJECT)
SERIES 1988 (NON-AMT)
$22,000,000
LINCOLN COUNTY, WYOMING
ENVIRONMENTAL IMPROVEMENT
REVENUE BONDS
(P ACIFICORP PROJECT)
SERIES 1995 (AMT)
Each series of the Bonds being reoffered hereby (collectively, the Bonds will bear interest at an interest rate (the TennInterest Rate
),
as set forth on the inside cover page of this Reoffering Circular, during the period (the Tenn Rate Period"from June, 2003, until the Mandatory Tender Date applicable to each series of the Bonds, as set forth on the inside cover page Qf this ReofferingCircuJar. On the Mandatory Tender Date, such series of Bonds will be subject to mandatory purchase or mandatory redemption, unlesspreviously redeemed as described herein: The Bonds, the proceeds from the sale of which were used to finance or refinance certain
pollution control and solid waste disposal facilities described herein of PacifiCorp (the Company
),
are payable solely from, andsecured solely by, the revenues to be derived pursuanuo separate Loan Agreements between the applicable issuer (the Issuerseach such series of Bonds and
PACIFICORP
The descriptions contained herein, and the security for the payment thereof, are applicable to such series of Bonds during the
applicable Term Rate Period. During each Term Rate Period, the applicable series of Bonds will bear interest at the applicable TermInterest Rate per annum and will be payable semi-annually on the interest payment dates on and after the interest commencement dates
as set forth on the inside cover page of this Reoffering Circular. The Bonds are not subject to optional purchase at the -demand of theOwners. The Bonds are not subject to redemption at the option of the Company, except in circumstances described herein.
The Bonds of each series are limited obligations of the applicable Issuer and, except to the extent payable from any othermonies pledged therefor, will be payable solely from and secured by a pledge of payments as described herein.
In connection with the remarketing of the Bonds on June 2, 2003, PacifiCorp will issue its First Mortgage Bonds to securepayment of principal, premium, if any, and interest on the Bonds. See "THE FIRST MORTGAGE BONDs.
The Bonds of each series will be available in book-entry form through the facilities of The Depository Trust CompanyDTC"in denominations of $5 000 and integral multiples thereof. Payments of principal of and premium, if any, and interest on eachseries of the Bonds are expected to be made through the facilities ofDTc.
Each series of the Bonds is reoffered by the remarketing agents referred to below (the Remarketing Agents
),
subject toretention of Bonds by existing Bondholders, prior sale, withdrawal or modification of the offer without notice and certain other condi-
tions. At the time of the original issuance and delivery of each series of the Bonds, Chapman and Cutler, Bond Counsel, delivered itsopinion as to the legality of such series of Bonds. Such opinions spoke only as to their respective dates of delivery and will not be reis-
sued in connection with this reoffering. Certain legal matters pertaining to the change in interest rate determination method on the Bonds
will be passed upon by Chapman and Cutler. Certain legal matters in connection with the reoffering will be passed upon for theCompany by Stoel Rives LLP and for the Remarketing Agents by Kutak Rock LLP. It is expected that delivery of the Bonds to DTCwill be made through the facilities ofDTC on or about June 2, 2003.
CITIGROUP
Dated: May 28, 2003
JPMORGAN
LEHMAN BROTHERS
REMARKETING AGENTS
BANC ONE CAPITAL MARKETS, INC.
REMARKETIN GAG REEMENT
May 21 , 2003
P. Morgan Securities Inc.
as Remarketing Agent and
Representative of the Remarketing Agents
6th Floor
270 Park Avenue
New York, NY 10017
Lehman Brothers Inc.,
as Remarketing Agent
16th Floor
399 Park Avenue
New York, NY 10022
Citigroup Global Markets Inc.
as Remarketing Agent
390 Greenwich Street
New York, NY 10013
Bane One Capital Markets, Inc.,
as Remarketing Agent
Tax Exempt Origination
Mail Code ll.. ll..1-0826
One Bank One Plaza
Chicago, ll.. 60670-0826
Ladies and Gentlemen:
Reference is made . to the two issues of revenue bonds identified by bold type on
Schedules I, II and III hereto, outstanding in the aggregate principal amount of $27,300,000
(collectively, the "Bonds ), which were originally issued by the counties respectively identified
by bold type on Schedule I hereto (collectively, the "Issuers ), on behalf of PacifiCorp, an
Oregon corporation (the "Company ), under the respective Trust Indentures identified by bold
type on Schedule I hereto (collectively, the "Indentures ) between the Issuers and the tfustee
banks identified by bold type on Schedule I hereto, (collectively, the "Trustees
)..
. This
Remarketing Agreement pertains solely to the Bonds. The parties hereto expect to enter into a
separate, substantially identical remarketingagreement on or about May 28 2003 with respect to
the remaining four issues of revenue bonds listed on such Schedules and on the Exhibits hereto
and further expect that the Closing (as hereinafter defined) of the Bonds will be concurrent with
thec1osing relating to such remaining four issues of revenue bonds. The Preliminary Reoffering
Circular addresses and it is anticipated that the final Reoffering Circular (each as hereinafter
defined) will address both the Bonds and the remaining four issues of revenue bonds. However,
the closing of the remaining four issues of revenue bonds is not a condition of the Closing of the
Bonds or vice versa.
Pursuant to the pertinent provisions of the Indentures, the Issuers have elected, at the
request of the Company, to change the method (the "Conversion ) by which the rate of interest
- per annum borne by the Bonds is determined to a Fixed Rate, Medium Term Rate or Term Rate
(as such terms are defined by one or more of the Indentures) on June 2, 2003 (the "Effective
01-437903.
REMARKETING AGREEMENT
May 28, 2003
P; Morgan Securities Inc.,
as Remarketing Agent and
Representative of the Rernarketing Agents
6th Floor
270 Park Avenue
New York, NY 10017
Lehman Brothers Inc.
as Remarketing Agent
16th Floor
399 Park Avenue
New York, NY 10022
Citigroup Global Markets Inc.
as Remarketing Agent
390 Greenwich Street
New York, NY 10013
Bane One Capital Markets, Inc.
as Remarketing Agent
Tax Exempt Origination
Mail Code IT..JL1-0826
One Bank One Plaza
Chicago, IT.. 60670-0826
Ladies and Gentlemen:
Reference is made to the four issues of revenue bonds identified by bold type on
Schedules I, II and ill hereto, outstanding in the aggregate principal amount of $85 500 000
(collectively, the "Bonds ), which were originally issued by the counties or city respectively
identified by bold type on Schedule I hereto (collectively, the "Issuers ), on behalf ofPacifiCorp,
an Oregon corporation (the "Company"), under the respective Trust Indentures identified by bold
type on Schedule I hereto (collectively, the "Indentures ) between the Issuers and the trusteebanks identified by bold type on Schedule I hereto, (collectively, the "Trustees
).
This
Remarketing Agreement pertains solely to the Bonds. The parties hereto entered into a separate
substantially identical remarketing agreement on May 21, 2003 with respect to the remaining two
issues of revenue bonds listed on such Schedules and on the Exhibits hereto, and expect that the
Closing (as hereinafter defined) of the Bonds will be concurrent with the closing relating to such
remaining two issues of revenue bonds. The Preliminary Reoffering Circular addresses and it is
anticipated that the final Reoffering Circular (each as hereinafter defined) will address both the
Bonds and the remaining two. issues of revenue bonds. However, the closing of the remaining
two issues of revenue bonds is not a condition of the Closing of the Bonds or vice versa.
Pursuant to the pertinent provisions of the Indentures, the Issuers have elected, at the
request of the Company, to change the method (the "Conversion ) by which the rate of interest
per annum borne by the Bonds is determined to a Fixed Rate, Medium Term Rate or Term Rate
(as such terms are defined by one or more of the Indentures) on June 2, 2003 (the "Effective
Date ). The Bonds are subject to mandatory purchase, in some cases subject to the bondholders
right to retain their respective bonds, on the Effective Date pursuant to the Indentures.
SECOND SUPPLEMENTAL INDENTURE OF TRUST
BETWEEN
SWEETWATER COUNTY, WYOMING
AND
BANK ONE TRUST COMPANY, NA
(as successor to The Bank of New York
as successor to Irving Trust Company)
as Trustee
Dated as of June 1 , 2003
Relating to
Pollution Control Revenue Bonds
(PacifiCorp Project)
Series 1984
Amending and restating the Indenture of Trust, dated as of December 1 , 1984, between
Sweetwater County, Wyoming and Bank One TrustCoIl!pany, NA (as successor to The Bank of
New York, as successor to Irving Trust Company).
1507275.01.06.
867408/RDB/msp Sweetwater Second Supplemental Indenture
FIRST SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
SWEETWATER COUNTY, WYOMING
AND
P ACIFICORP
Dated as of June 1 , 2003
Relating to
Pollution Control Revenue Bonds
(PacifiCorp Project)
Series 1984
Amending and Restating that certain Loan Agreement, dated as of December 1 , 1984
between Sweetwater County, Wyoming and PacifiCorp.
1506917.01.05.
867408/BTJ/RDBlkli Sweetwater First Supplemental Loan Agreement
SECOND SUPPLEMENTAL TRUST INDENTURE
BETWEEN
CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA
AND
BANK ONE TRUST COMPANY, NA~
(formerly known as The First National Bank of Chicago)
as Trustee
Dated as of June 1 , 2003
Relating to
Flexible Rate Demand Pollution Control Revenue Bonds
(PacifiCorp Colstrip Project)
Series 1986
Amending and restating the Trust Indenture, dated as of December 1, 1986, between the
City of Forsyth, Rosebud County, Montana and Bank One Trust Company, NA (formerly known
as The First National Bank of Chicago).
1507259.01.06.
867408/RDB/msp Forsyth Second Supplemental Trust Indenture
FIRST SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
CITY OF FORSYTH
ROSEBUD .COUNTY MONTANA
. ,
AND
P ACIFICORP
Dated as of June 1 , 2003
Relating to
Flexible Rate Demand Pollution Control
Revenue Bonds
(PacifiCorp Colstrip Project)
Series 1986
Amending and Restating that certain Loan Agreement, dated as of December 1 , 1986
between City of Forsyth, Rosebud County, Montana and PacifiCorp.
1506983.0LO5.
867408/BTJ/RDB/kli Forsyth First Supplemental Loan Agreement
SECOND SUPP~EMENT AL TRUST INDENTURE
BETWEEN
CONVERSE COUNTY, WYOMING
",-. ----.
~ .c
, '
AND
BANK ONE TRUST COMPANY, NA
(fonnerly known as The First National Bank of Chicago)
as Trustee
Dated as of June I , 2003
Relating to
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project)
Series 1988
Amending and restating the Trust Indenture, dated as of January 1 , 1988, between
Converse County, Wyoming and Bank One Trust Company, NA (fonnerly known as The First
National Bank of Chicago).
1507653.0 1.06.
867408/RDB/msp Converse 1988 Second Supplemental Trust Indenture
FIRST SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
CONVERSE COUNTY, WYOMING
AND
PACIFICORP
Dated as of June 1 , 2003
Relating to
Customized' Purchase Pollution Control
Revenue Refunding Bonds
(PacifiCorp Project)
Series 1988
Amending and Restating that certain Loan Agreement, dated as of January 1 , 1988
between Converse County, Wyoming and PacifiCorp.
1507269.01.05.
86740800 S/RD BIBT Jlkli
Converse 1988 First Supplemental Loan Agreement
THIRD SUPPLEMENTAL TRUST INDENTURE
BETWEEN
LINCOLN COUNTY, WYOMING
AND
BANK ONE TRUST COMPANY, NA
(fonnerly known as The First National Bank of Chicago)
as Trustee
Dated as ofJune 1 , 2003
Relating to
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project)
Series 1991
Amending and restating the Trust Indenture, dated as of January 1 , 1991 , between
Lincoln County, Wyoming and Bank One Trust Company, NA (fonnerly known as The First
National Bank of Chicago).
1507744.0 I :06.
867408/RDB/msp Lincoln 1991 Third Supplemental Trust Indenture
FIRST SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
LINCOLN COUNTY, WYOMING
AND .
P ACIFICORP
Dated as of June 1 , 2003
Relating to
Pollution Control Revenue Refunding Bonds
(pacifiCorp Project)
Series 1991
Amending and Restating that certain Loan Agreement, dated as of January 1 , 1991,
between Lincoln County, Wyoming andPacifiCorp.
l5072l1.01.07.
867 408/RJS/RDB/BT J/k1i Lincoln 1991 First Supplemental Loan Agreement
SECOND SUPPLEMENTAL TRUST INDENTURE
BETWEEN
CONVERSE COUNTY, WYOMING
",',,' ,.. ." '"",,' ..- , ,- -
AND
BANK ONE TRUST COMPANY, NA
(fonnerly known as The First National Bank of Chicago)
as Trustee
Dated as of June 1 , 2003
Relating to
Environmental Improvement Revenue Bonds
(PacifiCorp Project)
Series 1995
Amending and restating the Trust Indenture, dated as of November 1 , 1995, between
Converse County, Wyoming and Bank One Trust Company, NA (fonnerly known as The FirstNational Bank of Chicago).
l507723.01.06.
867408/RDB/msp Converse 1995 Second Supplemental Trust Indenture
FIRST SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
CONVERSE COUNTY, WYOMING
...
AND
P ACIFICORP
Datedas of June 1 2003
Relating to
Environmental Improvement Revenue Bonds
(PacifiCorp Project)
Series 1995
Amending and Restating that certain Loan Agreement, dated as of November 1, 1995
between Converse County, Wyoming and PacifiCorp.
l507156.01.05.
867408/BTJIRDB/kli Converse 1995 First Supplemental Loan Agreement
SECOND SUPPLEMENTAL TRUST INDENTURE
BETWEEN
LINCOLN COUNTY, WYOMING
AND
BANK ONE TRUST COMPANY, NA
(formerly known as The First National Bank of Chicago)
as Trustee
Dated as of June 1 , 2003
Relating to
Environmental Improvement Revenue Bonds
(PacifiCorp Project)
Series 1995
Amending and restating the Trust Indenture, dated as of November 1 , 1995, between
Lincoln County, Wyoming and Bank One Trust Company, NA (formerly known as The First
National Bank of Chicago).
l507679.01.06.
867408/RDB/msp Lincoln 1995 Second Supplemental Trust Indenture
FIRST SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
LINCOLN COUNTY, WYOMING
. "
AND
PACIFICORP
Dated as of June I , 2003
Relating to
Environmental Improvement Revenue Bonds
(PacifiCorp Project)
Series 1995
Amending and Restating that certain Loan Agreement, dated as of November 1 1995between Lincoln County, Wyoming and PacifiCorp.
1507186.01.05.
867 408/RJ S/RD BIBT J/kli Lincoln 1995 First Supplemental Loan Agreement
. .
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN CONTRAVENTION OF
SAID ACT AND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TRUSTEE
UNDER THE INDENTURE (AS DEFINED BELOW).
REGISTERED
No. R-
REGISTERED
$15,000,000 SPEC
t',
~;,,' "
~f~
ACIFICORP
FIRST MORTGAGE BOND,
COLLATERAL BONDS, FIRST 2003 SERIES
ISSUE DATE: June 2, 2003 MATURITY DATE: December 2014
PACIFICORP, an Oregon corporation (hereinafter called the Company"), for value
received, hereby promises to pay to Bank: One Trust Company, NA, as trustee under the
Indenture of Trust from Sweetwater County, Wyoming Issuer dated as of December
1984, together with any amendment and supplement thereto, including the Second
Supplemental Indenture of Trust dated as of June 1 , 2003 (as so amended, supplemented and
. restated, the Indenture
),
and any successor trustee under the Indenture, the principal s~ of
FIFTEEN MILLION DOLLARS, ~t the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, in such coin or currency.ofthe United States of
America as at the time of payment is legal tender for public and private debts, and to pay the
registered owner hereof interest on the unpaid principal balance hereunder at the interest rate as
hereinafter provided. Except as provided below, principal shall be payable in a single
installment due on or prior to the Maturity Date specified above. Interest on the unpaid
principal balance hereunder from June 2, 2003 or from the most recent date to which interest
has been paid or duly provided for shall b~ due and payable from time to time prior to or on the
Maturity Date, as hereinafter provided in like coin or currency and at such office or agency
the Company.
ADDITIONAL PROVISIONS OF THIS BOND ARE SET FORTH ON THE
REVERSE HEREOF, AND SUCH PROVISIONS SHALL FOR ALL PURPOSES HA VB THE
SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.
This bond shall not become obligatory until JPMorgan Chase BaDk, a New York
corporation, the successor Trustee under the Mortgage, or its successor thereunder, shall have
signed the fonn of authentication certificate endorsed hereon.
PLEDGE AGREEMENT
Between
P ACIFICORP
and
BANK ONE TRUST COMPANY, NA
as Trustee
$15 000 000
Sweetwater County, Wyoming
Pollution Control Revenue Bonds
(pacifiCorp Project)
Series 1984
Dated as of June 1 2003
Portlnd2-4428902.1 0017507-00027
PLEDGE AGREEMENT
Between
P ACIFICORP
and
BANK ONE TRUST COMPANY, NA
as Trustee
$8,500,000
City of Forsyth, Rosebud County, Montana
Flexible Rate Demand Pollution Control Revenue Bonds
(pacifiCorp Project)
Series 1986
Dated as of June 1 2003
Portlnd2-4428903.1 OO17S07~27
PLEDGE AGREEMENT
Between
P ACIFICORP
and
BANK ONE TRUST COMPANY, NA
as Trustee
$17,000 000
Converse County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(pacifiCorp Project)
Series 1988
Dated as of June 1, 2003
Portlnd2-4428904.1 0017507~27
PLEDGE AGREEMENT
Between
P ACIFICORP
and
BANK ONE TRUST COMPANY, NA
as Trustee
$45 000 000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(pacifiCorp Project)
Series 1991
Dated as of June 1 2003
Portlnd2-4428905.20017507-OOO27
----
PLEDGE AGREEMENT
Between
P ACIFICORP
and
BANK ONE TRUST COMPANY, NA
as Trustee
300 000
Converse County, Wyoming
Environmental Improvement Revenue Bonds
(pacifiCorp Project)
Series 1995
Dated as of June 2003
Portlnd2-4428906.2 0017507-00027
PLEDGE AGREEMENT
Between
P ACIFICORP
and
BANK ONE TRUST COMPANY, NA
as Trustee
$22,000,000
Lincoln County, Wyoming
Environmental Improvement Revenue Bonds
(pacifiCorp Project)
Series 1995
Dated as of June 1 , 2003
Portlnd2-4428907.1 0017507-00027
PAC-O3-
COVER PAGES OF 22 ATTACHMENTS
TO THIS LETTER ARE ON THE H DRIVE
COMPLETE REPORTS ARE IN THE
CASE FILE