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Home My WebLink About20101001Report, New Credit Support Arrangements.pdf~~~OUNTAIN September 30,2010 RECl=li/l''- i k i: 201 South Main, Suite 230 lfJ1l SEP 3 . .. . Salt Lake City, Uth 84111a An 9: 59 urlLWfl~O VI OVERNGHT DELIVERY Idaho Public Utilities Commssion 472 West Washigton Street Boise, Idaho 83720 Att: Ms. Jean Jewell Commssion Secreta Re: Case No. P AC-E-03-1 Order No. 29201 Report of New Credit Support Arrangements Dear Commssioners: Puruat to the referenced Order, PacifiCorp submits to the Commssion one set ofvenfied copies of each of the followig documents: 1) Reoffenng Cirular dated September 15,2010 2) Confdential Letter of Credit Agreements, dated September 22, 2010, among the Company and Wells Fargo Ban NA, as Letter of Credit Issuing Ban for the following Bond issues: a) $22,485,000 Converse County, Wyomig Pollution Control Revenue Refuding Bonds, Senes 1992 (pacifiCorp Project) b) $9,335,000 Sweetwater County, Wyomig Pollution Control Revenue Refudig Bonds, Senes 1992A (pacifiCorp Project) c) $6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refudig Bonds, Senes 1992B (pacifiCorp Project) Because PacifiCorp has not issued any new secunties in connection with the reference trsaction, no Report of Secunties Issued is enclösed. Idaho Public Utilties Commission September 30,2010 Page 2 PacifiCorp aranged for the Letters of Credit to provide cret enhancement and to help assur timely payment of amounts due with respect to each PCRB senes. The new Letters of Credit ar expected to enable PacifiCorp to achieve a lower cost of money with respect to the financing authonzed by the above-listed Order. Under penalty ofpeijur, I declare tht I know the contents of the enclosed documents, and they are tre, correct, and complete. Please contact me if you have any questions about ths letter or the enclosed documents. Sincerely,~f\\~~ Bruce N. Wiliams Treasurer Enclosures Cc: Terr Carlock Ted Weston REOFFERIG CIRCULAR NOT NEW IsSUES Book-Enti Only The opinions of Stoel Rives Boley Jones & Gry, Portland, Orgon delivered on September 29,1992 stated that under then existig laws, cour decisions, rulings and regulations: (a) assuming contiuing compliance by the Issuers with their covenants relating to the federa ta- exempt status of the interest on the Bonds, under Section 103 of the Internal Revenue Code of 1986, as amended, the interest on the Bonds was not then includible for federal income ta puroses in the gross incomes of the Owners thereof (other than any Owner who is a "substantial uset' of the Facilties relating to such Bonds or a "related person" as such terms ar used in Secton l47(a) of the Internal Revenue Code of 1986, as amended, and rules and regulations promulgated or applicable thereunder); and (b) the State of Wyoming imposed no income taes that would be applicable to interest on the Bonds. Bond Counsel also observed that the interest on the Bonds would not be subject to the federa alternative miimum tax imposed on individuals, corporations and other tapayers. Such opinion has not been updated. See "TAX EXEMPTON" for a more complete discussion. $38,125,000 POLLUTION CONTOL REVENUE REFUNING BONDS (PACIFCORP PROJECTS)m_~ ø~~ ø~~ Converse County, Wyoming Sweetwater County, Wyoming Sweetwater County, WyomingSeries 1992 Series 1992A Series 1992B Due: December 1,2020 Due: December 1,2020 Due: December 1,2020Dated: Janua 17, 1991 Due: Januar 1,2016 The Bonds of each issue described in ths Reoffering Circular ar limited obligations of the respective Issuer and, except to the extent payable from Bond proceds and cert other moneys pledged therefor, ar payable solely from and secured by a pledge of payments to be made under the Loan Agreeents enteed into between the Issuer and PacifCorp On September 22, 2010, the Bonds of each issue wil be remarkete and wil bear interest at a Weekly Interest Rate payable the firt Business Day of each month commencing October 1,2010. Th initial Weekly Interest Rate and each subsequent Weekly Interest Rate to be borne by eah issue of Bonds wil be determed by the Remarketig Agent. Thereafter, the interest rate on the Bonds may be changed frm time to tie to Daiy, Weekly, Flexible or Ter Interest Rates, designated and determed in accordace with the Indenture and, in the case of the Daiy and Weekly Intest Rates, as descbed herein. The Bonds are subject to purchase at the option of the owners theref and, under cer circumstaces, ar subject to mandatory purchase in the manner and at the tis descrbe herein. The Bonds ar subject to optional and madato reemption prior to maturty as described herein. Following the remarketig of the Bonds on Septembe 22, 2010, the payment of the prcipal of and interest on eah issue of th Bonds and the payment of the purchase price of each issue of the Bonds tended for purhase and not remarkete wil be suppord by a separte irevocale Lettr of Cret issued by Wells Fargo Ban, Natonal Association, to The Ban of New York Mellon Trust Company, NA., as Truste, for the benefit of the registered holders of the related Bonds. Wells Fargo Bank, National Association Each Letter of Cret wil expire by its tes on September 22, ;W 1 i, unless it expirs ealier in accorce with its te. Eah Lettr of Cret wil be automaticaly extended to, and sha expir on Septembe 22, 2012,unless the Trustee reeives notice of the Ban's elecon not to extend on or befor August 24, 201 1. Eah Letter of Credt may be replacd by an Alteat Credit Facilty as pett unde the Indenture and Lo Agrement. Unless a Letter of Credit is extended before its scheduled expirtion date, the related Bonds wil be subject to mandatory tender for purhase pror to such expirtion dae. THs REOFFRIG ORCULAR ONLY PERTAINS TO TI BONDS WHLE TIY AR SECD BY TI LEIS OF CREDIT PROVIED BY TI BANK. The Bonds ar issuable as fully registered Bonds without coupons and wil be registe in the name of Cede & Co., as registe owner and nomiee for Th Depository Trust Company, New York, New York. DTC intialy wil act as seurties deposito for the Bonds. Only beneficial intets in bok-enti for ar being offer. Th Bonds ar issuable durg any Weekly Interest Rat Perod in denomiations of $100,0 and any integr multiple theref (pvided that one Bond nee not be in a multiple of $100,00 but may be in such denomiation gr th $100,00 as is necssar to account for any prcipal amunt of the Bonds not corspondig ditly with $100,00 denomiations). So long as Ced & Co. is the registed owner of th Bonds, as nominee for DTC, the prcipal of and prmium, if any, and intest on the Bonds wil be pad by th Trnste diectly to DTC, which wi, in tu, remit such amounts to DTC parcipants for subsequent disburement to the beneci owner of th Bonds. See "TH BONDS- Book-Entr System." Prce 100% Th Bonds ar reffer by the Remaretig Agent refer to below, subjec to withdrwal or modcation of the offer without notce and ce ot conditions. At the tie of the origin issuance and delivery of the Bonds, Stoel Rives Boley Jones & Gry, Bond Col to th Compay, deliver its opinon as to the legalty of th Bonds. Such opinon spoke only as to its da of deliver and wil not be reisue in coOl with ths refferng. Ce legal ma in connecon with the refferg wil be passed upon by Chapman and Cutler LL, Bod Counsel to th Company. Ce legal ma in connon with the remarketig wil be passe upon for PacifCorp by Paul J. Leighto, Es., counsel to th Company. It is expete that deliver of th Boids wil be made thugh the facilties of DTC in New York, New Yor. on or ab Sebe 22, 2010. JoP.MORGAN ~IS,20IO 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 Converse County, Wyoming or Sweetwater County, Wyoming (sometimes referred to individually as an "Issuer" and collectively as the "Issuers"), PacifiCorp (the "Company") or J.P. Morgan Secllties LLC, as Remarketing Agent. 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 affais of the Issuers or the Company any since the date hereof. The Remarketing Agent has reviewed the information in this Reoffering Circular in accordance with, and as par of, its responsibilties to investors under the federal secunties laws as applied to the facts and circumstances of this transaction, but does not guarantee the accuracy or completeness of such information. This Reoffering Circular does not constitute an offer or solicitation in any junsdiction in which such offer or solicitation is not authonzed, 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. The Issuers have not assumed nor wil they assume any responsibilty as to the accuracy or completeness of the information in ths Reoffering Circular, Upon issuance, the Bonds wil not be registered under the Secunties Act of 1933, as amended, and wil not be listed on any stock or other secunties exchange. Neither the Secunties 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 Agent may overallot or effect transactions which stabilze or maintain the market pnce of the secunties 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 THElssUERS ...,.....,........................................................................,.................................................,4 TH BONDs....,.,.......,....,....."...,.....",.......,.......................... ...........,...",............................... .............5 General...............................,................,....................,..................".........."..............................5 Payment of Principal and Interest ,..............................................,.............................."...........7 Rate Periods ...............................,.....,.........,...............,...................,..........",...........................7 Weekly Interest Rate Period ,.........,........,.................".............."............................................7 Daily Interest Rate Penod .....................",...,................."..............................................,.,...,...8 Determination Conclusive ............................,.................",..............."..............."..,.............,..9 Rescission of Election. ...... ......... ........ ... ....,. ...... ........... ... .............. ... ... ......... ....,. ..... ...... ...... ....9 Optional Puchase ..........,.,...................................,.,.................,............................................10 Mandatory Purchase......................."..,.....................................".....................................,.....11 Puchase of Bonds..."..",...",...".,.......,...................."............................................................12 Remarketing of Bonds ....................."......,..............,...................".............................."........13 Optional Redemption of Bonds .....................,.,.................,.,............................,................,..14 Extraordinar Optional Redemption of Bonds ............................................ ...... .............. .....1 4 Special Mandatory Redemption of Bonds................ ......... ....................... ...... ........ ..............1 5 Procedure for and Notice of Redemption ...................................................................... .......1 5 Special Considerations Relating to the Bonds.. ............ ........ ........... ...... ...... .........................1 6 Book-Entr System ............................,..,................,.."...............,..............,...........................17 TH LETIRS OF CREDIT AN TH CREDIT AGREMENT ................................................................20 Letters of Credit ........,..............,.......,......................,.............,................."............................20 Credit Agreement......................................................"..........................................................21 TH LOAN AGREEMENTS ......................".....",...,...............................",..............................,...........26 Issuance of the Bonds; Loan of Proceeds .............................................................................26 Loan Payments; The First Mortgage Bonds .........................................................................26 Payments of Puchase Pnce ............................................,.............................................."...,,27 Obligation Absolute ...................................................................."...........,............................27 Expenses .................................................,..................................................................."........28 Tax Covenants; Tax-Exempt Status of Bonds ......................................................................28 Oter Covenants of the Company............... ............ ................. ............... ...... .......... ...... ....... .28 Letter of Credit; Alternate Credit Facilty ............................................................................29 Extension of A Letter of Credit ........... .......... ...... ........ ......... ...... ..... ......... ...... ........... ...... .....31 Defaults ............... ... ..... .... ........ ... ...... ........... ......... ..... ......... ........ ...... ... ...... .............. ... .... .......31 Remedes ............. ...... ..... ...... ............ ........ ......... ............ ........... ..... ...... .... ..... ........... ...... ...... ..32 Amendments ...................................................................................................,.....................33 'T INEN ............. .................... ........ ............ .................... ... ...,. ...... ... ...... ...... ........ ........ ......33 Pledge and Secunty ....................... ....................... ... ..... ... ......... .... .... ...... ...... ...... ........ ......... ..33 Application of Prcees of the Bond Fund.... .............. ............... ............... ....... ............... .....33 Investient of Funds.. ..... ............... .............. ......... ..... ......... ...... ...... ..... ...... .............. ...... ... ... ..34 - i - Defaults ............................,...............".................."................,........................,............,...,.,..34 Remedies .................,........."......,..........................................'.........................................,.......35 Defeasance ....................................",..,.,..............,.............."............,.............,...,.........."......37 Removal of Trustee ...............................".................,..............,..........................",..............,.40 Modifications and Amendments ......"...................,...........,...,......................................,........40 Amendment of the Loan Agreement........",........................................,............................,.,..42 REMARKETING ...,........................................,................................,.,............,.............................,.....43 TAX EXEMPION ..",...........................................",..............,.,........................".............................,,44 CERTAIN LEGAL MATTRS .........................................,........................,..........................................44 MISCELLANOUS ..".....,.....................................,.,............ .....,..........,........ ............ ......."........ ....... ,45 APPENIX A - PACIFICORP ApPENDIX B - INFORMATION REGARDING TH BANK APPENDIX C - ApPROVING OPINONS OF BOND COUNSEL APPENDIX D - PROPOSED FORM OPINIONS OF BOND COUNSEL APPENDIX E - FORM OF LETTR OF CREDIT - ü- REOFFERING CIRCULAR $38,125,000 POLLUTION CONTROL REVENUE REFUNDING BONDS (PacifiCorp Projects) $22,485,000 Converse County, Wyoming Series 1992 Due: December 1,2020 $9,335,000 Sweetwater County, Wyoming Series 1992A Due: December 1,2020 $6,305,000 Sweetwater County, Wyoming Series 1992B Due: December 1,2020 INTRODUCTORY STATEMENT This Reoffenng Circular sets forth certain information with respect to three separate issues of pollution control revenue refunding bonds (individually, an "Issue" or a "Series" and collectively, the "Bonds") as follows: (i) $22,485,000 principal amount of Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992 (the "Converse Bonds") issued by Converse County, Wyoming ("Converse"); (ii) $9,335,000 principal amount of Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Senes 1992A (the "Sweetwater 1992A Bonds") issued by Sweetwater County, Wyoming ("Sweetwater"); and (iii) $6,305,000 pnncipal amount of Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992B (the "Sweetwater 1992B Bonds," referred to collectively with the Sweetwater 1992A Bonds as the "Sweetwater Bonds" and, collectively with the Converse Bonds, the "Bonds") issued by the Sweetwater Issuer. Converse and Sweetwater are referred to individually as an "Issuer" and, collectively, as the "Issuers." The Converse Bonds and the Sweetwater Bonds were issued pursuant to separate Trust Indentues, each dated as of September 1, 1992, each as heretofore amended and supplemented (individualy, an "Original Indenture" and collectively, the "Original Indentures"), and as fuer amended and restated by separate Thd Supplemental Trust Indentues, each dated as of September 1, 2010 (individually, a "Third Supplemental Indenture" and collectively, the "Third Supplemental Indentures"), and each between the Issuer and The Ban of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"). The Onginal Indentues, as amended and restated by the Thd Supplemental Indentus, are sometimes individually referred to herein as an "Indenture" and, collectively, as the "Indentures." Puuant to separte Loan Agrements, each dated as of September 1, 1992 (individually an "Original Loan Agreement" and, collectively, the "Original Loan Agreements") between the respective Issuers and PacifiCorp (the "Company") as amended and restated by separate First Supplemental Loan Agreements, each dated as of September 1, 2010 (the "First Supplemental Loan Agreement"), between the Company and the respective Issuer, the respective Issuers have loaned the proceeds from the sale of the Converse Bonds and the Sweetwater Bonds to the Company. Under the Agreements, the Company is unconditionally obligated to pay amounts sufficient to provide for payment of the pricipal of, and premium, if any, and interest on, the Bonds (the "Loan Payments") and for payment of the purchase price of the Bonds to be purchased at the option of the Owners thereof or upon mandatory. tender thereof. The Onginal Loan Agreements, as amended and restated by the First Supplemental Loan Agreements, are sometimes individually referred to herein as a "Loan Agreement") and, collectively, as the "Loan agreements. " The proceeds of the Converse Bonds, together with certain other moneys of the Company, were used to provide for the redemption on October 1, 1992, of an equal principal amount of the Converse Issuer's Collateralized Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1976 (the "Converse Series 1976 Bonds"). The Converse Series 1976 Bonds were issued to finance a portion of the cost of the acquisition, constrction, improvement and installation of certn ai and water pollution control facilities (the "Dave Johnston Project") at the Company's Dave Johnston coal-fired, steam electrc generating plant (the "Dave Johnston Plant") located in Converse County, Wyoming. The proceeds of the Sweetwater 1992A Bonds, together with certain other moneys of the Company, were used to provide for the redemption on October 1, 1992, of an equal pricipal amount of the Sweetwater Issuer's Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1975A (the "Sweetwater Series 1975A Bonds"). The proceeds of the Sweetwater 1992B Bonds, together with certn other moneys of the Company, were used to provide for the redemption on December 1, 1992 of an equal pricipal amount of the Sweetwater Issuer's Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Senes 1975B (the "Sweetwater Series 1975B Bonds"). The Sweetwater Senes 1975A Bonds and the Sweetwater Senes 1975B Bonds were issued to finance a portion of the cost of the acquisition, constrction, improvement and installation of the Company's undivided 66 2/3% interest in certain ai and water pollution control facilties (the "Jim Bridger Project" and, collectively with the Dave Johnston Project, the "Projects") at the Jim Bridger coal-fired, steam electrc generatig plant (the "Jim Bridger Plant" and, collectively with the Dave Johnston Plant, the "Plant") located in Sweetwater County, Wyoming. The Converse Series 1976 Bonds, the Sweetwater Senes 1975A Bonds and the Sweetwater 1975B Bonds, are hereinafr referred to collectively as the "Prior Bonds." The Bonds, together with the premium, if any, and interest thereon, wil be limited obligations åId not general obligations of the Issuer thereof. None of the Indentues, the Bonds or the Loan Agreements constitutes a debt or gives nse to a general obligation or liabilty of the Issuers or constitutes an indebtedness under any constitutional or statutory debt limitation. The Bonds of an Issue wil not constitute or give nse to a pecuniar liabilty of the Issuers thereof and wil not constitute any charge against the Issuer's genera credit or tang powers; nor wil the Bonds of an Issue constitute an indebtedness of or a loan of credit of the Issuer. The Bonds are - 2- payable solely from the receipts and revenues to be received from the Company as payments under the Loan Agreements, and from any other moneys pledged therefor. Such receipts and revenues and all of the Issuer's rights and interests under the Loan Agreements (except as noted under "THE INENTURs-Pledge and Securty" below) are pledged and assigned to the Trustee as securty, equally and ratably, for the payment of the related Senes of the Bonds. The payments required to be made by the Company under the Loan Agreement wil be sufficient, together with other funds available for such purose, to pay the principal of and premium, if any, and interest on the related Series of the Bonds. Under no circumstances wil either Issuer have any obligation, responsibility or liability with respect to the Projects, the Loan Agreements, the Indentures, the Bonds or this Reoffenng Circular, except for the special limited obligation set forth in the Indentures and the Loan Agreements whereby each Series of the Bonds is payable solely from amounts derived from the Company and the Letter of Credit (or Alternate Credit Facilty (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 constred to require any Issuer to operate, maintain or have any responsibility with respect to any Project. The Issuers have no liability in the event of wrongful disbursement by the Trustee or otherwise. No recourse may be had against any past, present or futue commissioner, officer, employee, official or agent of the Issuers 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 responsibility for any other tax consequences related to the ownership or disposition of the Bonds. Each Issue of the Bonds wil be supported by a separate irevocable Letter of Credit (each a "Letter of Credit" and, collectively, the "Letters of Credit") to be issued by Wells Fargo Ban National Association (the "Bank"), in favor of the Trustee, as beneficiar. 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 conformng drawing, up to an amount sufficient to pay one hundred percent (100%) of the pnncipal ai0unt ofthe related Series of Bonds on the date ofthe draw (whether at matuty, upon acceleration, mandatory or optional purchase or redemption), plus 48 days' accrued interest on such 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 such Bonds bear interest at the Weekly Interest Rate or the Daily Interest Rate. The Company has agreed to reimburse the Ban for drawings made under a Letter of Credit and to make cert other payments to the Ban. Each Letter of Credit wil expire on September 22, 2011, unless extended or earlier terminated in accordace with its terms. See "TH LETIS OF CRIT." Under certn circumstaces descnbed in the applicable Loan Agreement, a Letter of Credt may be replaced by an alternate credit facilty supportng payment of the principal of and interest on the related Senes of Bonds when due and for the payment of the purchase price of tendered or deemed tendered Bonds (an "Alternte 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 Alternte Credit Facility." The replacement of a Letter of Credit or an - 3- Alternate Credit Facility wil result in the mandatory purchase of Bonds. See "THE LOAN AGREEMENTS- The Letter of Credit; Alternate Credit Facility." J .P. Morgan Securties LLC has been appointed by the Company as Remarketing Agent with respect to each Series of the Bonds (in such capacity, the "Remarketing Agent"). The Company has previously entered into a Remarketing Agreement with the Remarketing Agent with respect to the Bonds to be remarketed by the Remarketing Agent. Brief descriptions of the Issuers, the Projects and the Ban and summares of certain provisions of the Bonds, the Loan Agreements, the Letters of Credit and the Indentures 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. APPENDIX C sets forth the approving opinions of Stoel Rives Boley Jones & Grey, Bond Counsel, delivered on the date of onginal issuance of the Bonds. APPENDIX D sets for the form of opinions of Chapman and Cutler LLP, relating to the execution and delivery of the Third Supplemental Indentue and the First Supplemental Loan Agreement and the delivery of the Letters of Credit. The descriptions herein of the Loan Agreements, the Indentures and the Letters of Credit are qualified in their entirety by reference to such documents, and the descnptions herein of the Bonds are qualified in their entirety by reference to the forms thereof and the information with respect thereto included in the aforesaid documents. All such descriptions are furher qualified in their entirety by reference to laws and pnnciples of equity relating to or affecting the enforcement of creditors' nghts generally, Copies of such documents may be obtained from the pnncipal corporate trst office of the Trustee in Chicago, Ilinois. This Reoffering Circular provides certan inormation with respect to the Ban, the terms of, and security for the Bonds and other related matters. Whle certain inormation relating to the Company is included and incorporated within, the Bonds are being remarketed on the basis of their respective Letter of Credit and the fmancial strength of the Bank and are not being remarkete on the basis of the financial strength of the Issuers, the Company or any other security. This Reoffering Circular does not describe the fmancial condition of the Company and no representation is made concerning the financial status or prospets of the Company or the value or financial viabilty of the Project. As this ReoJfering Circular is being initially circulated in connection with the delivery of the Letters of Credit while the Bond bear interest at a Weekly Interest Rate, generally only the Daily and Weekly Interest Rate Periods are described herein. TBIssUE Converse County and Sweetwater County are both political subdivisions, duly organized and existing under the Constitution and laws of Wyoming. Pusuant to Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes (1977), as amended (the "Act"), each Issuer was and is authonze to issue its respective Senes of Bonds, to enter into the Indentue and the Loan - 4- Agreement to which it is a par and to secure such Bonds by a pledge to the Trustee of. the payments to be made by the Company under such Loan Agreement. TUEBONDS The three 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. 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 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 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 maner described below. The Bonds were dated as of their initial date of delivery and matue on the date set fort on the 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 in accordance with the Indentue and, with respect to the Daily and Weekly Interest Rates, as described herein. Following the reoffering of the Bonds on June 1, 2010, the Rate Period (as defined below) for the Bonds 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 descnbed herein. The Bonds are subject to optional and mandatory redemption pnor to matuty in the manner and at the times descnbed herein. Bonds may be transferred or exchanged for other Bonds in authorized denomiations at the principal offce of the Trustee as the registrar and paying agent (in such capacities, the "Registrar" and the "Paying Agent"). The Bonds wil be issued in authonzed denominations of $100,000 or any integral multiple of $100,000 (provided that one Bond need not be in a multiple of $100,00, but may be in such denomination greater than $100,000 as is necessar to account for any pnncipal amount of the Bonds not corresponding diectly with $100,000 denominations) when the Bonds bear interest at a Daily or Weekly Interest Rate (the "Authorized Denominaons"). Exchanges and trsfers wil be made without charge to the Owners, except for any applicable ta or other governental charge. - 5 - A "Business Day" is a day except a Saturday, Sunday or other day (a) on which commercial bans located in the cities in which the pnncipal offce of the Bank or the principal office of the Obligor on an Alternate Credit Facility, as the case may be, the pnncipal 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. "Expiration of the Term of an Alternate Credit Facility" means (a)(i) the date specified in the Alternate Credit Facility as the expiration date for the Alternate Credit Facility, (ii) the date on which an Alternate Credit Facilty is delivered or substituted in accordance with the provisions hereof and of the Agreement for the commitment of the then-existing Obligor on an Alternate Credit Facility or (iii) the date on which the Company terminates the Alternate Credit Facility in accordance the Loan Agreement, or (b) the date on which the commitment of the Obligor on an Alternate Credit Facilty to provide moneys for the purchase of Bonds pursuant to the Alternate Credit Facilty is otherwise termnated in accordance with its terms. See also "THE LOAN AGREEMENT-The Letter of Credit; Alternate Credit Facility." "Expiration of the Term of the Letter of Credit" means (a)(i) the "Expiration Date" as defined in the Letter of Credit or. (ii) the date on which an Alternate Credit Facilty is delivered or substituted for the Letter of Credit in accordance with the provisions hereof and of the Agreement or (ii) the date on which the Company termnates the Letter of Credit in accordance with the Loan Agreement, or (b) the date on which the commitment of the Ban to provide moneys for the purchase of Bonds pursuant to the Letter of Credit is otherwise termnated in accordance with its terms. See also "TH LOAN AGREEMENT-The Letter of Credit; Alternate Credit Facility." "Interest Payment Date" means (a) with respect to any Daily or Weekly Interest Rate Period, the first Business Day of each calendar month and (b) with respect to any Rate Period, the Business Day next succeeding the last day thereof. "Pledged Bonds" means Bonds purchased with moneys drawn under the Letter of Credit to be deemed owned by the Company for purses of grting a first priority lien upon Pledged Bonds hereunder, registered in the name of the Ban, as pledgee, or in the name of the Trustee (or its nominee), as agent for the Ban, delivered to or upon the direction of the Ban pursuant to the Indentue. "Rate Period" means any Daily Interest Rate Penod, Weekly Interest Rate Penod, Flexible Interest Rate Period or Term Interest Rate Penod. "Record Date" means with respect to any Interest Payment Date in respet of any Daily Interest Rate Period or Weekly Interest Rate Period, the Business Day next 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 federa income ta purses, except for any interest on any such - 6- obligations for any period dunng which such obligations are owned by a person who is a "substantial user" of any facilties 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 purses of calculating other ta liabilities, including any alternative minimum tax or environmental tax under the Internal Revenue Code of 1986, as amended (the "Code"). PAYMNT OF PRCIPAL AN INTREST The principal of and premium, if any, on the Bonds is payable to the Owners upon surender thereof at the principal office of the Paying Agent. Except when the Bonds are held in book-entr form (see "Book-Entr 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) 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 pnncipal amount of at least $1,00 ,000 on the Record Date and who has provided wire transfer instrctions 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 or Weekly Interest Rate Penod, on the basis of a 365- or 366-day year, as applicable, for the number of days actually elapsed. RATE PERIODS The term of the Bonds is divided into consecutive Rate Periods, durng which such Bonds bear interest at a Daily Interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term Interest Rate, WEEKLY INT RATE PERIOD Determination of Weekly Interest Rate. Durng each Weekly Interest Rate Penod, the Bonds 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 thereafer no later than Tuesday of each week durng 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 Remarketig Agent (based on an examnation of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent to have been pnced or trded under then prevailing market conditions) to be the lowest - 7 - 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 succeeding Tuesday. Thereafter, each Weekly Interest Rate applies to the period commencing on each Wednesday and ending on the next succeeding Tuesday, unless such Weekly Interest Rate Period ends on a day other than Tuesday, in which event the last Weekly Interest Rate for such Weekly Interest Rate Period applies to the period commencing on the Wednesday preceding the last day of such Weekly Interest Rate Period and ending on such last day. In no event may the Weekly Interest Rate exceed the lesser of 12% per annum or the rate specified in any Letter of Credit or Alternate Credit Facility then in effect (initially 12% per annum). Adjustment to Weekly Interest Rate Period. The interest rate borne by the Bonds may be adjusted to a Weekly Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Ban or the Obligor on an Alternate Credit Facility, as the case may be, of a written notice from the Company. Such notice must specify the effective date of such adjustment to a Weekly Interest Rate, which must be a Business Day not earlier than the twentieth day following the third Business Day afer the date of receipt by the Trustee and Paying Agent of such notice (or such shorter penod afer the date of such receipt as is acceptable to the Trustee); provided, however, that if prior to the Company's makng 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. 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 abilty to rescind its election as descnbed 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 pnce of such Bonds on the effective date (expressed as a percentage of the pnncipal amount thereof), and (f) that the Owners of such Bonds do not have the nght to retain their Bonds on such effective dme. DAlY INREST RATE PEOD Determination of Daily Interest Rate. Durg each Daily Interest Rate Penod, the Bonds bear interest at the Daily Interest Rate determned 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 determned by the Remarketing Agent (based on an examnation of Tax-Exempt obligations comparable to the Bonds known by the Remarketig Agent to have been priced or trdeunder then-prevailing market conditions) to be the lowest - 8- 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 the Bonds may be adjusted to a Daily Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, of a written notice from the Company. Such notice must specify the effective date of the adjustment to a Daily Interest Rate, which must be 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); provided, however, that if prior to the Company's makng 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 Penod may not precede such redemption date. 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 pnor to the effective date of such Daily Interest Rate Penod. 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 abilty to rescin its election as described below under "Rescission of Election"), (b) the effective date of such Daily Interest Rate Penod, (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. DETERMATION CONCLUSIV The determnation of the interest rates referred to above is conclusive and binding upon the Remaketig Agent, the Trustee, the Paying Agent, the Issuer, the Company and the Owners of the Bonds. RESCISSION OF ELECTION The Company may rescind any election by it to adjust to a Rate Penod prior to the effective date of such adjustment by giving written notice of rescission to the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Ban (or the Obligor on an Alternate Credit Facilty, 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 Penod then in effect. If the Trustee receives notice of such rescission pnor to the time the Trustee has given notice to the Owners of the change in Rate Penods, then such notice of change in Rate Periods is of no force and effec and wil not be given to the Owners. If the Trustee receives notice of such rescission afer the Trustee has given notice to the Owners of an adjustment or an attempted adjustment - 9- from one Rate Period to another Rate Period does not become effective for any other reason, then the Rate Penod 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 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 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 Weekly Interest Rate Period. Durng any Weekly Interest Rate Penod, any Bond (or portons 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 pnncipal amount thereof plus accrued interest, if any, to the date of purchase upon: (a) delivery to the Trustee at the Delivery Offce of the Trustee of an irevocable wntten notice or telephonic notice (promptly confired by telecopy or other 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-entr form, delivery of such Bond, accompanied by an instrment of transfer (which may be the form pnnted on the Bond) executed in blan by its Owner, with such signatue guaranteed by a bank, trst company or member fir 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 the purchase date specified in such notice. Daily Interest Rate Period. Durg any Daily Interest Rate Penod, any Bond (or portons theref in Authonzed Denominations) wil be purchased at the option of the owner thereof on any Business Day at a purchase pnce equal to 100% of the pricipal amount thereof plus accrued interest, if any, to the date of purchase upon: - 10- (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 irevocable written or telephonic notice (promptly confirmed by telecopy or other 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-entr form, delivery of such Bond, accompanied by an instrument of transfer (which may be the form printed on the Bond) executed in blan by its Owner, with such signature guaranteed by a ban, trst company or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the Trustee at or prior to 1:00 p.m., New York time, on such purchase date. FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, TH BENEFCIAL OWNR OF THE BONDS THROUGH ITS DIRCT PARTICIPAN (AS HEREINAFIR DEFID) MUST GIVE NOTICE TO TH TRUSTEE TO ELECT TO HAVE SUCH BONDS PURCHASED, AND MUST EFFCT DELIVERY OF SUCH BONDS BY CAUSING SUCH DIRCT PARTICIPANT TO TRANSFER ITS INREST IN TH BONDS EQUAL TO SUCH BENEFICIAL OWNR'S INREST ON THE RECORDS OF DTC TO THE TRUSTEE'S PARTICIPAN ACCOUNT WITH DTC, THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WIH ANY PURCHASE PURSUAN TO TH PROVISIONS DESCRIED ABOVE AR DEEMED SATISFID WHN THE OWNERSHIP RIGHTS IN TH BONDS AR TRSFERRD BY DTC PARTICIPANS ON TH RECORDS OFDTC. SEE "-BOOK-ENTY SYSTEM." MANDATORY PUCHASE The Bonds are subject to mandatory purchase at a purchase pnce equal to 100% of the pnncipal amount thereof, plus accrued interest to the purchase date described below, upon the occurence of any of the events stated below: (a) on the effective date of any change in a Rate Period; or (b) 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 Facilty; or (c) 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 Credt Facility wil not be reinstated in accordance with its terms. If the Bonds are subject to mandatory purchase in accordace with the provisions described in subpargraph (b) of the preceding pargraph, 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 Creit or the Expiration of the Term of an Alternate Credit Facilty, as the case may be, not less than 15 days pnor to the Expiration of the Term of the Letter of Credit or the Expiration of - 11 - the Term of an Alternate Credit Facility, as the case may be, which notice must (a) descnbe generally.the Letter of Credit or any Alternate Credit Facilty in effect prior to such Expiration, and any Alternate Credit Facilty to be in effect upon such Expiration and state the effect date and the name of the provider thereof; (b) state the date of the Expiration; (c) state the rating or ratings, if any, which the Bonds are expected to receive from any rating agency following such Expiration; (d) state that the Bonds are subject to mandatory purchase; (e) state the purchase date; and (f) except when the Bonds are held in book~entr form, state that the Bonds must be delivered to the New York offce 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 (c) of the preceding paragraph, the Trustee wil, immediately upon receipt of notice from the Bank or the Obligor on a Alternate Credit Facilty, 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 notice electronically 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 pnor to such mandatory purchase; (b) state that the Letter of Credit or the Alternate Credit Facility, as the case may be, is not being reinstated in accordance with its terms; (c) state that the Bonds are subject to mandatory purchase; (d) state the purchase date; and (e) except when the Bonds are held in book -entr form, state that the Bonds must be delivered to the Delivery Offce of the Trustee. FOR SO LONG AS TH BONDS AR HELD IN BOOK-ENTRY FORM, NOTICES OF MANATORY PuCHASE OF BONDS WIL BE GIVEN BY TH TRUSTEE TO DTC ONLY, AND NEITR THE ISSUER, TH TRUSTEE, THE COMPANY NOR TH REMATIG AGENT HAS ANY RESPONSffILITY FOR TH DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRCT PARTICIPANS OF DTC, BY AN DIR PARTICIPANS TO AN INIRCT PARTICIPANS OF DTC OR BY ANY DIRCT PARTICIPANS OR INIRCT PARTICIPANS TO BENEFICIAL OWNS OF TH BONDS. FOR SO LONG AS TH BONDS AR HELD IN BOOK-ENTRY FORM, THE REQUIMENT FOR PHYSICAL DELIVERY OF TH BONDS IN CONNCTON WI ANY PURCHASE PURSUANT TO TH PROVISIONS DESCRIED ABOVE AR DEEMED SATISFID WHEN TH OWNRSHI RIGHTS IN TH BONDS ARE TRSFERR BY DIRCT PARTICIANS ON TH RECORDS OFDTC. SEE "BOOK-ENTY SYSTEM." PuCHASE OF BONDS On the date on which Bonds are delivered to the Trustee for purchase as specified above under "-Optional Puchase" or "- Mandatory Puchase," the Trustee wil pay the purchase price of such Bonds solely from the following sources in the order of pnonty indicated, and the Trustee has no obligation to use funds from any other source: (a) Available Moneys (as hereinafer defined) fuished 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, or the Issuer - 12- or any "insider" (as defined in the United States Banptcy 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 Facilty, 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 Indentue; (d) moneys fuished pursuant to the Letter of Credit or an Alternate Credit Facilty, as the case may be, to the Trustee for the payment of the purchase price of the Bonds; and (e) any other moneys furished 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. "Available Moneys" means (a) durng 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 dunng which no petition in bankptcy or similar insolvency proceeding has been filed by or against the Company or the Issuer (or any subsidiar of the Company, any guarantor of the Company or any insider (as defined in the United States Banptcy Code), to the extent that such moneys were deposited by any of such subsidiar, guarantor or insider) or is pending (unless such petition shall have been dismissed and such dismissal shall be 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 banptcy matters selected by the Company (which opinion shall be in a form acceptable to the Trustee, to Mooy's, if the Bonds are then rated by Moody's, and to S&P, if the Bonds are then rated by S&P and shall be delivered to the Trustee at or prior to the time of the deposit of such procees with the Trustee), the deposit and use of such proceeds (referred to in clause (A) above) or other moneys (referred to in clause (B) above) wil not constitute a voidable preference under Section 547 of the United States Banptcy Code in the event either the Issuer or the Company were to become a debtor under the United States Banptcy Code, and (b) at any time that a Letter of Credit or an Alternate Credit Facilty 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. REMAG OF BONDS The Remarketing Agent wil offer for sale and use its best effort to remarket any Bond subject to purhase puruant to the optional or mandatory purchase provisions described above, any such remarketing to be made at a price equal to 100% of the pnncipal amount thereof plus accrued interest, if any, to the purchase date. The Company may direct the Remarketing Agent . frm time to time to cease and to resume sales efforts with respect to some or all of the Bonds. - 13 - Anything in the Indenture to the contrar notwithstanding, at any time durng which the Letter of Credit or an Alternate Credit Facility, 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 occured and has not been cured or waived an Event of Default described in paragraphs (a), (b) or (c) under the caption "TH INDENTRE- Defaults" of which the Remarketing Agent and the Trustee have actual knowledge or (b) the Bonds have been declared to be immediately due and payable as described under the caption "THE INENTURE-Remedies" and such declaration has not been rescinded pursuant to the Indentue. OPTONAL REDEMPTION OF BONDS Bonds may be redeemed at the option of the Company (but only with consent of the Bank (or, if applicable, by the Obligor on an Alternate Credit Facilty, if required by the Alternate Credit Facility)), in whole, or in par by lot, prior to their matuty date on any Business Day durng a Daily Interest Rate Period or Weekly Interest Rate Penod, at a redemption pnce equal to 100% of the principal amount thereof plus accrued interest, if any, to the date of redemption. EXTAORDINARY OPTONAL REDEMPTION OF BONDS At any time, the Bonds are subject to redemption at the option of the Company (but only with the consent of the Ban (or, if applicable, by the Obligor on an Alternate Credit Facilty, if required by the Alternate Credit Facilty)) in whole or in par (and if in par, 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 wrtten notice from the Company stating that any of the following events has occured 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 in whole or in par 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 determned that the continued operation of the Project is impracticable, uneconomical or undesirable due to (i) the imposition of taxes, other than ad valorem taes curently levied upon pnvately owned propert used for the same genera purose as the Project, or other liabilties or burdens with respect to the Project or the operation thereof, (ii) changes in technology, in environmenta standards or legal requirements or in the economic availabilty of matenals, 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 taen 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 cour or of any federal, state or local regulatory body, administrative agency or other governmenta body. - 14- SPECIA MANDATORY REDEMPTON 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 occurence of the following events, The Bonds wil be redeemed in whole within 180 days following a "Determination of Taxability" as defined below; provided that, if in the opinion of nationally recognized bond counsel ("Bond Counsel") delivered to the Trustee, the redemption of a specified portion of the Bonds outstading 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 par 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 Taxability" is deemed to have occured if, as a result of an Event of Taxability (as defined below), a final decree or judgment of any federal cour or a final action of the Internal Revenue Service determines that interest paid or payable on any Bond is or was includible in the gross income of an owner of the Bonds for federal income tax puroses 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 purose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been aforded the opportnity 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 wntten notice from any owner stating (a) that the owner has been notified in wrting 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 descnbed 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, if any, the Ban (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 descnbed above thereafter occurs and the Trustee has received wntten notice thereof at least 45 days pnor to the redemption date, the Trustee wil make the requird 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 maner provided by the Indentue. An "Event of Taxabilty" means the failure of the Company to observe any covenant, agrement or representation in the Loan Agreement, which failure results in a Determnation of Taxabilty. PROCUR FOR AN NOTICE OF REDEMPTON . If less than all of the Bonds are called for redemption, the paricular Bonds or portions theref to be redeemed wil be selected by the Trustee, by lot. In selecting Bonds for redmption, the Trustee wil trat each Bond as representing that number of Bonds which is obtaed by dividing the principal amount of each Bond by the miimum Authorized Denomiation. Any Bonds selecte for redemption which are deemed to be paid in accordace - 15- 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-Entr System" for Bonds held in book-entr form, upon presentation and surender 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 pnor 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 Bank or the Obligor on an Alternate Credit Facility, as the case maybe, the Company Mortgage Trustee, Moody's (if the Bonds are then rated by Moody's), S&P (if the Bonds are then rated by S&P), securties 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 pnor to the date fixed for such redemption, of Available Moneys 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. Notwithstanding the foregoing provisions, Pledged Bonds shall be redeemed prior to any other Bonds. SPECIA CONSIDERATIONS RELATIG TO TH BONDS The Remarketing Agent is Paid by the. Company. The Remarketing Agent's responsibilities include determning the interest rate from time to time and remarketing Bonds that are optionally or mandatonly tendered by the owners thereof (subject; in each case, to the terms of the Indentue and the Remarketing Agreement), all as fuer described in this Reoffenng Circular. The Remarketing Agent is appointed by the Company and paid by the Company for its services. As a result, the interests of the Remarketing Agent may differ from those of existing Holders and potential purchasers of Bonds. The Remarketing Agent May Purchae Bonds for Its Own Accounts. The Remarketing Agent acts as remarketing agent for a varety of varable rate demand obligations and, in its sole discretion, may purchase such obligations for its own accounts. The Remarketing Agent is permtted, but not obligated, to purchase tendered Bonds for its own accounts and, in its sole discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease doing so at any time without notice. The Remarketing Agent may also make a market in the Bonds by purchasing and sellng Bonds other than in connection with an optional or mandatory tender and remarketig. Such purchases and sales may be at or below par. However, the Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may also sell any Bonds it has purchased to one or more afliated investment vehîcles for collective - 16- ownership or enter into derivative arangements with affiliates or others in order to reduce its exposure to the Bonds, The purchase of Bonds by the Remarketing Agent may create the appearance that there is greater third par 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 B~ Offered at Diferent Prices on Any Date Including an Interest Rate Determination Date. Pursuant to the Indenture and the Remarketing Agreement, the Remarketing Agent is required to determine the applicable rate of interest that, in its judgment, is the lowest rate that would permit the sale of the Bonds bearng 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 Agent is willng to purchase Bonds for its own accounts), There mayor may not be Bonds tendered and remarketed on an interest rate determnation date, the Remarketing Agent mayor may not be able to remarket any Bonds tendered for purchase on such date at par and the Remarketing Agent may sell Bonds at varing pnces to different investors on such date or any other date. The Remarketing Agent is not obligated to advise purchasers in a remarketing if it does not have third pary buyers for all of the Bonds at the remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it may, in its sole discretion in a secondar 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. Thé Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited. The Remarketing Agent may buy and sell Bonds other than through the tender process. However, it is not obligated to do so and may cease doing so at any time without notice and may require Holders that wish to tender their Bonds to do so though the Trustee 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 accordace with the tender process. The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bond, Without a Successor Being Named. Under certain circumstances the Remarketig Agent may be removed or have the ability to resign or cease its remarketing efforts, without a successor having been named, subject to the terms of the Indentue and the Remarketing Agreement. BOOK-ENTY SYSTE The following informtion in this section concerning The Depository Trust Company, New York, New York ("DTC"), and its book-entr system has been furnished for use in the Reoffering Circular by DTC. None of the Company, the Issuers or the Remarketing Agent take any responsibilty for the accuracy of such informtion. DTC wil act as securties depository for the Bonds. The Bonds were issued as fully-registere bonds registered in the name of Cede & Co. (DTC's parership nominee). One fully-registered Bond certificate wil be issued for the Bonds of each issue, in the aggregate - 17 - pnncipal 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 withDTC. DTC, the world's largest secunties depository, is a limited-purse trst company organized under the New York Banng Law, a "banng organization" within the meaning of the New York Bankng Law, a member of the Federal Reserve System, a "clearng corporation" within the meaning of the New York Uniform Commercial Code and a "clearng agency" registered pursuant to the provisions of Section 17 A of the Securties Exchange Act of 1934, DTC holds and provides asset servicing for over 3.5 millon issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instrments (from over 100 countres) that DTC's paricipants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Paricipants of sales and other securties transactions in deposited securties though electronic computerized book~entr transfers and pledges between Direct Paricipants' accounts. This eliminates the need for physical movement of securties certificates. Direct Paricipants include both U.S. and non-U.S. securities brokers and dealers, bans, trst companies, clearng corporations and certain other organizations. DTC is a whole-owned subsidiar of The Depository Trust & Clearng Corporation ("DTCC"), DTCC is the holding company for DTC, National Securties Clearng Corporation and Fixed Income Clearng Corporation, all of which are registered clearng agencies. DTCC is owned by 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. securties brokers and dealers, bans and trst companies and clearng corporations that clear though or maintain a custodial relationship with a Direct Parcipant, either directly or indirectly ("Indirect Participants"), DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Paricipants are on fie with the Securties and Exchange Commission, More information about DTC can be found at www.dtcc.com and www.dtc.org. Puchases of Bonds under the DTC system must be made by or through Direct Parcipants, which wil receive a credit for the Bonds on DTC's records. The ownership interest of each Beneficial Owner is in tur to be recorded on the Direct and Indirect Paricipants' records. Beneficial Owners wil not receive wntten confiration from DTC of their purchase. Beneficial Owners are, however, expected to receive wrtten confirations providing details of the transaction, as well as penodic statements of their holdings, from the Direct or Indirect Parcipant though which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entres made on the books of Direct and Indiect Parcipants 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 faciltate subsequent transfers, all Bonds deposited by Direct Parcipants with DTC ar registered in the name of DTC's parership nomiee, Cede & Co, or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registrtion in the name of Cede & Co., or such other DTC nomiee, 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 Parcipants to whose accounts such - 18- 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 other communications by DTC to Direct Paricipants, by Direct Paricipants to Indiect Paricipants, and by Direct Paricipants and Indirect Paricipants to Beneficial Owners wil be governed by arangements 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. Whle Bonds are in the book-entr 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, As long as the book-entr 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 Paricipant 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 Dirct Paricipant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible afer 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 Omnbus Proxy). As long as the book-entr system is used for the Bonds, principal or purchase pnce 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 stading instrctions and customar practices, as is the case with securties held for the accounts of customers in bearer form or registered in "strt 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 pnncipal, purchase price, premium and interest with respect to the Bonds to Cede & Co. (or such other nomiee as may be requested by an authonzed representative of DTC) is the responsibilty of the Issuer or the Paying Agent, disburement of such payments to Direct Parcipants ar the responsibilty of DTC, and disburement of such payments to the Beneficial Owners are the responsibilty of Direct and Indirct Parcipants. - 19- A Beneficial Owner must give notice to elect to have its Bonds purchased or tendered, through its Paricipant, to the Remarketing Agent, and must effect delivery of such Bonds by causing the Direct Paricipant to transfer the Paricipant'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 Paricipants 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 secunties 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-entr trsfers though DTC (or a successor securties depository). In that event, Bond certificates wil be printed and delivered. None of the Issuer, the Company, the Remarketing Agent, the Trustee nor the Paying Agent wil have any. responsibility or obligation to any securties depository, any Paricipants in the Book-Entr System or the Beneficial Owners with respect to (a) the accuracy of any records maintained by the securties depository or any Paricipant; (b) the payment by the secunties depository or by any Paricipant 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 securties depository or any Parcipant; (d) the selection of the Beneficial Owners to receive payment in the event of any parial redemption of the Bonds; or (e) any other action taken by the secunties depository or any Paricipant. THE LETTERS OF CREDIT AN TH CREDIT AGREEMENT 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 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 andparties, respectively, relating to each issue of the Bonds. LETRS OF CREIT On the date of reoffenng of the Bonds, the Ban wil issue in favor of the Trustee a separte Letter of Credt for each Senes of the Bonds in the form of a dirct pay lettr of credit. Each Letter of Credit wil be issued in the aggrgate pnncipal amount of the applicable Bonds - 20- 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 the 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 related Series 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 September 22, 2011, but wil be automatically extended, without written amendment, to, and shall expire on, September 22, 2012, unless on or before August 24, 2011, notice is received by the Trustee stating that the Ban elects not to extend such Letter of Credit beyond September 22, 2011. The date on which a 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 each Letter of Credit as the Expiration Date, As used in the Letter of Credit, the term "Business Day" means a day on which the U.S. Trade Services, Standby Letter of Credit Offce of the Bank in San Francisco, California, is open for business, Each drawing honored by the Ban under a 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 Ban, unless the Company shall have received notice from the Ban 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 Ban prior to the Expiration Date in an amount equal to the sum of (i) the amount paid to the Ban from such remarketing proceeds and (ii) interest on such amount. See APPENDIX E. CREDIT AGREMENT General. The Company is par to that certain $635,000,000 Credit Agreement, dated October 23, 2007, as amended and supplemented, among the Company, the financial institutions par thereto, the Administrative Agent (as defined below) and The Royal Ban of Scotland pIc, as syndication agent (together with all related documents, the "Credit Agreement"). In addition, the Company has executed and delivered a Letter of Credit Agreement requesting that the. Ban issue a letter of credit for the Bonds and governing the issuance thereof. Each Letter of Credit is issued pursuant to the Credit Agreement. The Credt Agreement defines the relationship between the Company and the financial institutions par thereto, including the Ban; neither the Issuer nor the Trustee has any interest in the Credit Agrement or in any of the funds or accounts created under it. Under the Credit Agrment, the Company has agreed to reimbure the Ban for any drawings under a Letter of Credt, to pay cert fees and expenses, to pay interest on any unreimbursed drawings or other amounts unpaid, and to reimbure the Ban for certn other costs and expenses incured. - 21 - Defined Terms. Capitalized terms used in this section and in the Credit Agreement, as applicable, that are not otherwise defined in this Reoffering Circular wil have the meanings set forth below. "Administrative Agent" means Union Bank, N.A., in its capacity as administrative agent for the Syndicate Bans and its successors in such capacity. "Commitment" means (i) with respect to any Syndicate Ban listed on the signature pages to the Credit Agreement, the amount set forth opposite its name on the commitment schedule as its Commitment and (ii) with respect to each additional Syndicate Ban or assignee which becomes a Syndicate Bank pursuant to the Credit Agreement, the amount of the Commtment thereby assumed by it, in each case as such amount may from time to time be reduced or increased pursuant to the Credit Agreement. "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than surety bonds), debentues, notes or other similar instrments, (iii) all obligations of such Person to pay the deferred purchase price of propert or services, except trade accounts payable arsing in the ordinar course of business, (iv) all Capitalized Lease Obligations (as defined in the Credit Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar obligations of such Person in respect of amounts paid under a letter of credit, surety bond or similar 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 Credit Agreement) by such Person. "ERISA" means the Employee Retirement Income Secunty Act of 1974, as amended, or any successor statute. "ERISA Group" means all members of a controlled group of corporations and all trdes 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 Ban designated by Company that may agree to issue letters of credit pursuant to an instrment in form reasonably satisfactory to the Administrative Agent, each in its capacity as an issuer of a letter of credit under the Credit Agreement. "Loans" means Committed Loans or Competitive Bid Loans (as such terms are defined in the Credit Agreement) or any combination of the foregoing pursuant to the Credit Agreement. "Material Debt" means Debt of the Company arsing under a single or series of related instrents or other agreements exceedng $35,000,000 in principal amount. "PBGC" means the Pension Benefit Guarty Corporation or any entity succeeding to any or all of its functions under ERISA. - 22- "Person" means any individual, a corporation, a parnership, an association, a trst 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 Ban and remaining unpaid by the Company after the date and time required for payment under the Credit Agreement. "Required Banks" means at any time Syndicate Bans having more than 50% of the total Commitments under the Credit Agreement, or if the Commitments shall have been terminated, holding more than 50% of the sum of the outstanding Loans and letter of credit liabilities. "Syndicate Bank" or "Syndicate Banks" means, individually or collectively, each bank or other financial institution listed on the signatue pages to the Credit Agreement, each assignee which becomes a Syndicate Ban pursuant to the Credit Agreement, 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 Credit Agreement: (a) the Company shall fail to pay when due any pnncipal of any Loan or any Reimbursement Obligation or shall fail to pay, within five days of the due date thereof, any interest, commitment fees or facility fees payable hereunder or shall fail to cash collateralize any letter of credit pursuant to the Credit Agreement; (b) the Company shall fail to pay any other amount claimed by one or more Syndicate Ban under the Credit Agreement within five days of the due date thereof, unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid claimed amount does not exceed $100,000 and (iii) the aggregate of all such unpaid claimed amounts does not exceed $300,000; (c) the Company shall fail to observe or perform cert specified financial covenants contaned in the Credit Agreement; (d) the Company shall fail to observe or perform any covenant or agreement contained in the Credit Agreement (other than those covered by clause (a), (b) or (c) above) for 15 days afer wntten notice thereof has been given to the Company by the Administrative Agent at the request of any Syndicate Ban; (e) any representation, waranty, certification or statement made by the Company in the Credit Agreement or in any certificate, financial statement or other document delivered pursuant to the Credit Agreement shall prove to have been incorrect in any matenal respect when made (or deemed made); - 23- (f) the Company shall fail to make any payment in respect of any Material Debt (other than Loans or any Reimbursement Obligation) or Material Hedging Obligations (as defined in the Credit Agreement) when due or within any applicable grace period; (g) any event or condition shall occur which results in the acceleration of the maturty of any Material Debt of the Company or enables the holder of such Material Debt or any Person acting on such holder's behalfto accelerate the matuty thereof; (h) the Company shall commence a voluntar 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 hereafer in effect or seeking the appointment of a trstee, receiver, liquidator, custodian or other similar official of it or any substantial par of its propert; or shall consent to any such relief or to the appoînt of or tang possession by any such official in an involuntar case or other procee(lng 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 tae any corporate action to authonze any of the foregoing; (i) an involuntar 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 bankrptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment. of a trstee, receiver, liquidator, custodian or other similar offcial of it or any substantial par of its propert, and such involuntar case or other proceeding shall remain undismissed and unstayed for a penod of 60 days; or an order for relief shall be entered against the Company under the federal banptcy laws as now or hereafter in effect; (j) the Company or any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $25,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title iv of ERISA; or notice of intent to termnate certn material plans identified in the Credit Agreement (each a "Material Plan") shall be fied under Title iv of ERISA by any member of the ERISA Group, any plan adnnistrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title iv of ERISA to terminate, to impose liabilty in excess of $25,000,00 (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trstee to be appointed to administer any Matenal Plan or a proceeding shall be instituted by a fiduciar of àny multiemployer plan (identified in the Credit Agreement) against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA in respect of an amount or amounts aggregating in excess of $25,000,00, and such proceeding shall not have been dismissed within 20 days thereafer; 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 paral withdrwal frm, or a default, within the meanng of Section 4219(c)(5) of ERISA, with respe 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 $25,000,00; - 24- (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; (1) 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 Subsidiares) at least 80% of the outstading shares of common stock of the Company; any person or group of persons (within the meaning of Section 13 or 14 ofthe Securties Exchange Act of 1934, as amended), except Berkshire Hathaway Inc. or any wholly-owned subsidiar thereof, shall acquire a beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securties and Exchange Commission under said Act) of 35% or more of the outstanding shares of common stock of MidAmerican; or, durng any period of 14 consecutive calendar months commencing on or after March 21,2006, individuals who were diectors 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 offce 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 occurence of any Event of Default under the Credit Agreement, the Administrative Agent shall (i) if requested by the Required Bans, by notice to the Company termnate the Commtments and the obligation of each Syndicate Bank to make Loans thereunder and the obligation of each Issuing Ban to issue any letter of credit thereunder and such obligations to make Loans and issue new letters of credit shall thereupon termniite, and (ii) if requested by the Required Bans, by notice to the Company declare the Loans (together with accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a letter of credit issued under the Credit Agreement to be, and the same shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company; provided that in the case of any of the Events of Default specified in clause (h) or (i) above with respect to the Company, without any notice to the Company or any other act by the Administrative Agent or the Syndicate Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) and any outstading Reimbursement Obligations in respect of any drwing under a letter of credit issued under the Credit Agreement shall become immediately due and payable without presentment, demand, protest or other notice of any kind,all of which are hereby waived by the Company. The Company agrees, in addition to the Events of Default provisions above, that upon the occurence and durng the continuance of any Event of Default, it shall, if requested by the Admistrtive Agent upon the instrction of the Required Bans or any Issuing Ban having an outstadig letter of credit issued under the Credit Agreement, pay to the Administrative Agent an amount in immediately available funds (which funds shall be held as collateral pursuant to arangements satisfactory to the Admnistrative Agent) equal to the aggregate amount available for drawing under all letters of credit issued under the Credit Agreement outstading at such time - 25- (or, in the case of a request by an Issuing Bank, all such letters of credit issued by it); provided that, upon the occurrence of any Event of Default specified in clause (h) or (i) above with respect to the Company, and on the scheduled termination date of the Credit Agreement, the Company shall pay such amount forthwith without any notice or demand or any other act by the Administrative Agent, any Issuing Ban or any Syndicate Ban. 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; however, the same occurrence that constitutes a default under one Loan Agreement may also constitute a default under the other Loan Agreement. 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 purose of refunding the Pror 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 acquirng and improving the Project. The proceeds of the sale of the Bonds have been used to refund the Pnor Bonds. LOAN PAYMENTS; TH FIRST MORTGAGE BONDS As and for repayment of the loan made to the Company by the Issuer, the Company wil 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 Indentue for the payment of the principal of, premium, if any, and interest on the Bonds, whether at matuty, upon redemption, acceleration or otherwise ("Loan Payments "); provided, however, that the obligation of the Company to make any such Loan Payment wil be reduced by the amount of any reduction under the Indentue of the amount of the corresponding payment requird 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 (i) by the Ban to the Trustee under the Letter of Credit, (ii) by the Obligor on an Alternate Credit Facilty to the Trustee under such Alternate Credit Facility or (iii) by the Company of pnncipal 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 may be secured by Firt Mortgage Bonds delivered to the Trustee equal in principal amount to, and bearng interest at the same rate and matunng on the same date as, the Bonds. The payments to be made by the - 26- Company pursuant to the Loan Agreement and the First Mortgage Bonds are pledged under the Indentue by the Issuer to the Trustee, and the Company is to make all payments thereunder and thereon directly to the Trustee. At this time, the Company has not delivered any First Mortgage Bonds to secure the payment of any Series of the Bonds. In the event the Company has delivered its First Mortgage Bonds, 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 wil not adversely affect the Tax-Exempt status of the Bonds; (b) wntten evidence from the Insurer, if any, and from each Ban 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 wil not, by itself, result in a reduction, suspension or withdrawal of such rating agency's rating or ratings of the Bonds. PAYMENTS OF PuCHASE PRCE The Company wil payor cause to be paid to the Trustee amounts equal to the amounts to be paid by the Trustee pursuant to the Indentue for. the purchase of oustanding Bonds thereunder (see "THE BONDs-Optional Purchase" and "-Mandatory Purchase"), such amounts to be paid to the Trustee as the purchase pnce for the Bonds tendered for purchase pursuant to the Indentue, 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 Indentue and available for such payment. 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 Facilty, 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 take such actions as may be necessar in accordance with the provisions of the Indentue and the Lettr of Credit (or an Alternate Credit Facilty, as the case may be), to obtan the moneys necessar to pay the purchase pnce of Bonds when due. OBUGATION ABSOLUT The Company's obligation to make payments under the Loan Agreement and otherwise on the Firt 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 Indentu or otherwise by the Company, the Trustee, the Remarketing Agent, any Insurer, the - 27- Bank (or the Obligor on an Alternate Credit Facility, as the case may be), or any other par or out of any obligation or liability at any time owing to the Company by any such par. 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 earngs 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 tae, or permit to be taen 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 EXEMPTON." OTHER COVENANS OF TH COMPANY Maintenance of Existence; Conditions Under Which Exceptions Permitted. The Company covenants that it wil maintain in good standing its corprate 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, underte from time to time anyone or more of the following, if, pnor to the effective date thereof, there shall have been delivered to the Trustee an opinion of Bond Counsel stating that the contemplated action wil not adversely affect the Tax-Exempt status of the Bonds: (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, suriving 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 incorprated 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 wnting) 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 subsidiares of the Company so long as the Company remains in existence and pnmary liable on all of its obligations under the Loan Agrement and such subsidiar 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 Agrment. - 28- Assignment. With the consent of the Bank (or the Obligor on an Alternate Credit Facility), the Company's interest in the Loan Agreement may be assigned in whole or in par 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 descnbed in "Maintenance of Existence; Conditions Under Which Exceptions Permitted" above) the Company from primar liabilty 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 pnce of the Bonds or for any other of its obligations under the Loan Agreement; and subject furher to the condition that the Company has delivered to the Trustee and the Bank (or the Obligor . on an Alternate Credit Facility 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 Act, or adversely affect the Tax-Exempt status of the Bonds. The Company must, within 30 days after the delivery thereof, fuish to the Issuer and the Trustee a tre 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 repai, keep the same insured in accordance with standard industr practice and pay all costs thereof. The Company wil payor cause to be paid all taxes, special assessments and governmenta, utility and other charges with respect to the Project. The Company may at its own expense cause the Project 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 purses, which remodeling, substitutions, modifications and improvements are included under the terms of the Loan Agreement as par of the Pollution Control Facilities; provided, however, that the Company may not exercise any such nght, power, election or option if the proposed remodeling, substitution, modification or improvement would adversely affect the Tax-Exempt status of the Bonds. The Company wil cause insurance to be taken out and continuously maintained in effect with respect to the Pollution Control Facilities in accordace with standad industr practice. Anyting in the Loan Agreement to the contrar notwithstanding, the Company has the right at any time to cause the operation of the Pollution Control Facilties to be termnated if the Company has determned that the continued operation of the Project or the Pollution Control Facilties is uneconomical for any reason. LETR OF CREDIT; ALTERNATE CREDIT FACILITY 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 Facilty or a Substitute Letter of Credit, but only provided that: - 29- (i) the Company shall deliver to the Trustee, the Remarketing Agent and the Ban (or the Obligor on the Alternate Credit Facilty, as the case may be), a notice which (A) states (I) the effective date of the Alternate Credit Facility or Substitute Letter of Credit to be so provided, and (II) the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility which is to be replaced (which Expiration shall not be prior to the effective date of the Alternate Credit Facility to be so provided), (B) describes the terms of the Alternate Credit Facility or Substitute Letter of Credit, (C) directs the Trustee to give notice of the mandatory purchase of the Bonds on the Business Day next preceding the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility which is to be replaced (which Business Day shall be not less than 30 days from the date of receipt by the Trustee of the notice from the Company specified above), in accordance with the Indentue, and (D) directs the Trustee, afer takng such actions as are required to be taken to provide moneys due under the Indentue in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or Alternate Credit Facilty, as the case may be, which is to be replaced, to the obligor thereon on the next Business Day afer 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 furished 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 Facilty or the Substitute Letter of Credit (which shall be the effective date thereof), the Company shall furish to the Trustee simultaeously with such delivery of the Alternate Credit Facility or Substitute Letter of Credit (which delivery must occur prior to 9:30 a.m., New York time, on such date, unless a later time on such date shall be acceptable to the Trustee) an opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility or Substitute Letter of Credit (A) complies with the terms of the Loan Agreement and (B) wil not adversely afect the Tax-Exempt status of the Bonds; and (ii) in the case of the delivery of a Substitute Letter of Credit, the Company has received the written consent of the Ban or the Obligor on an Alternate Credit Facilty; or (b) provide for the termation on any Business Day of the Letter of Credit or any Alternate Credit Facilty then in effect, but only provided that: (i) the Company shal deliver to the Trustee, the Remarketing Agent and the Bank (or the Obligor on the Alternate Credit Facilty, as the case may be), a notice which (A) states the Expirtion of the Term of the Letter of Credt or the Expirtion of the Term of the Alternate Credit Facility which is to be terminated, - 30- (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 termnated (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 taing such actions as are required to be taken to provide moneys due under the Indentue 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 termnated, to the obligor thereon on the next Business Day after the Expiration of the Term of the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility which is to be terminated and to thereupon deliver any and all instrments which may be reasonably requested by such obligor and fuished to the Trustee (but such surender 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 furish 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 termnation 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. EXTNSION OF A LETTER OF CREDIT The Company may, at its election, but only with the written consent of the Ban or the Obligor on an Alternate Credit Facility, as the case may be, at any time provide for one or more extensions of the Letter of Credit or Alternate Credit Facilty then in effect, as the case may be, for any period commencing after its then-curent 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 Firt Mortgage Bonds, which failure has resulted in an "Event of Default" as described herein in pargraph (a), (b) or (c) under "TH INDENS-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 agrment on the Company's par to be observed or performed under the Loan Agrment (other than a failure descnbed in clause (a) above), which failure continues for a penod of 60 days (or such longer penod as. the Issuer, the Ban (or the Obligor on - 31 - an Alternate Credit Facilty, as the case may be) and the Trustee may agree to in writing) after wntten notice given to the Company and the Ban (or the Obligor on an Alternate Credit Facilty, as the case may be) by the Trustee or to the Company, the Ban (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 withn the applicable period, such failure does not constitute an Event of Default so long as the Company institutes corrective action within the applicable period and such action is being diligently pursued; or (c) èertain events of banptcy, 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, strkes, orders of political bodies, certin natual disasters, civil disturbances and certin 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 Qr in par to car 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 liabilties, 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 performng such obligations durng the continuance of such inabilty. REMEDIES Upon the occurence and continuance of any Event of Default described in (a) or (c) under "Defaults" above, and fuher upon the condition that, in accordance with the terms of the Indentue, the Bonds have been declard to be immediately due and payable pursuant to any provision of the Indenture, the Loan Payments wil, without furer action, become and be immediately due and payable. Any waiver of any Event of Default under the Indentue 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 anulment of the consequences thereof. See "THE INENTs-Defaults." Upon the occurence and continuance of any Event of Default arsing 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 Indentue, have the rights provided in the Company Mortgage. Any waiver made in accordance with the Indentue of a "Default" under the Company Mortgage and a rescission and anulment 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 occurnce and contiuance of any Event of Default under the Loan Agreement, the Issuer may tae any action at law or in equity to collect any payments then due and thereafer to become due, or to seek injunctive relief or speific performance of any - 32- 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 INDENTES - Amendment of the Loan Agreement." THE INDENTURs Each Indenture wil operate independently. A default under one Indenture wil not necessarily constitute a default under the other Indentures; however, the same occurrence that constitutes a default under one Indenture may also 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 Pusuant to the Indentue, 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), includig the Issuer's nght 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 with the Trustee; provided that the Trustee, the 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 certn covenants in the Indentue if the Company has failed to make any payment which results in an Event of Default under the Loan Agreement. APPUCATION OF PROCEEDS OF TH BOND Fu The proeeds from the sale of the Bonds, excluding accrued interest, if any, were deposited with the trstee for the Pror Bonds and used to refund the Pror Bonds. There is created under the Indentu a Bond Fund to be held by the Trustee and therein established a Prcipal Account and an Interest Account. Payments made by the Company under the Loan Agrment and otherwise on the First Mortgage Bonds in respet of the pnncipal of, premium, if - 33- any, and interest on, the Bonds and certin other amounts specified in the Indentue are to be deposited in the appropnate account in the Bond Fund. While any Bonds are outstanding and except as provided in a Tax Exemption Certificate and Agreement among the Trustee, the Issuer and the Company (the "Tax Certificate"), moneys in the Bond Fund 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 maturty, upon redemption or upon acceleration of maturty, subject to the prior claim of the Trustee, the Remarketing Agent, the Paying Agent and the Registrar to the extent descnbed above in "Pledge and Securty." INVESTMENT OF Fus Subject to the provisions of the Tax Certificate, moneys in the Bond Fund wil, at the direction of the Company, be invested in securties 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. DEFAULTS Each of the following events wil constitute an "Event of Default" under the Indentue: (a) subject to the Remarketing Agents efforts to remarket Pledged Bonds, a failure to pay the principal of, or premium, if any, on any of the Bonds when the same becomes due and payable at matuty, upon redemption or otherwise; (b) subject to the Remarketing Agents efforts to remarket Pledged Bonds, a failure to pay an installment of interest on any of the Bonds for a period of one day afer such interest has become due and payable; (c) a failure to pay amounts due in respect of the purchase pnce of Bonds delivered to the Trustee for purchase afer such payment has become due and payable as provided under the captions "THE BONDs-Optional Purchase" and "-Mandatory Puchase;" (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 descnbed in clause (a), (b) or (c) above), which failure contiues for a period of 90 days afer wntten 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 pnncipal amount of Bonds then outstadig, unless such period is extended pnor 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 pnncipal amount of Bonds, as the case may be, wil be deemed to have agreed to an extension of such penod if corrctive action is initiate by the Issuer, or the Company on behalf of the Issuer, within such period and is being diligently pursued; - 34- (e) an "Event of Default" under the Loan Agreement; (t) a "Default" under the Company Mortgage; or (g) the Trustee's receipt of written notice (which may be given by telefacsimile) from the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) of an event of default under and as defined in the Reimbursement Agreement and stating that such notice is given pursuant to the Indenture. REMEDIES Upon the occurence (without waiver or cure) of an Event of Default described in clause (a), (b), (c), (t) or (g) under "Defaults" above or an Event of Default descnbed 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 AGREEMENT-Defaults" herein, and furher upon the conditions that, if (a) 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 (b) there has been filed with the Trustee a written direction of the Ban (if its Letter of Credit is in effect and if no Bank Default shall have occured 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 fuer action, become immediately due and payable and, durng the period the Letter of Credit or an Alternate Credit Facility, as the case may be, is in effect, with accrued interest on the Bonds payable on the Bond Payment Date fixed as descrbed in the Indentur and the Trustee wil as promptly as practicable draw moneys under the Letter of Credit or an Alternate Credit Facilty, as the case may be, to the extent avaiable thereunder, in an amount sufficient to pay pnncipal of and accrued interest on the Bonds payable on the Bond Payment Date established as described in the Indentue; provided that any waiver of any "Default" under the Company Mortgage and a rescission and annulment of its consequences wil constitute a waiver of the corresponding Event or Events of Default under the Indentue and rescission and annulment of the consequences thereof. The provisions described in the preceding paragraph are subject furer to the condition that if, so long as no Letter of Credit or Alternate Credit Facilty is outstading, afer the pnncipal 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 obtaned or entered as hereinafer provided, the Issuer wil cause to be deposited with the Trustee a sum sufficient to pay all matured instalments of interest upon all Bonds and the pnncipal of any and all Bonds which have become due otherwise than by reason of such declaration (with interest upon such principal and, to the . extent permissible by law, on overdue instalments of interest, at the rate per anum speifed in the Bonds) and such amount as are suffcient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all Events of Default under the Indentue (other than nonpayment of the pnncipal 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 declartion and its consequences rescinded and anulled, and the Trustee wil promptly give wntten notice of such waiver, rescission 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 - 35- waiver, rescission and annulment wil extend to or affect .any other Event of Default or subsequent Event of Default or impair anyright, power or remedy consequent thereon. The provisions described in the second preceding paragraph are, furer, subject to the condition that, if an Event of Default described in clause (g) under "Defaults" above has occured and if the Trustee thereafter has received written notice from the Ban (or the Obligor on the Alternate Credit Facility, as the case may be) (a) that the notice which caused such Event of Default to occur has been withdrawn and (b) that the amounts available to be drawn on the Letter of Credit (or the Alternate Credit Facility, as the case may be) to pay (i) the principal of the Bonds or the portion of purchase price equal to pnncipal 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 pnncipal 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 Facility, as the case may be) and the Remarketing Agent, and, if notice of the acceleration of the Bonds has been given to the Owners of Bonds, wil give notice thereof by Mail to all Owners of Outstanding Bonds; but no such waiver, rescission and annulment wil extend to or affect any subsequent Event of Default or impai any nght or remedy consequent thereon. Upon the occurence and continuance of any Event of Default under the Indenture, the Trustee may, with the consent of the Ban (if its Letter of Credit is in effect and if no Ban Defaut shall have occured and be contiuing) or the Insurer (if its policy is in effect and no Insurer Default has occured and is continuing), and upon the written diection of the Owners of not less than 25% in pnncipal 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, the Insurer or the Ban (or the Obligor on an Alternate Credit Facility, as the case may be) to car out any agreements, brig 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 occured and is continuing, upon the occurence and continuance of an Event of Default, the Insurer is entitled to control and diect the enforcement of all nghts and remedies granted to the Owners or the Trustee for the benefit of the Owners under the Indentue. So long as a Ban Default has not occured and is continuing, upon the occurence and continuance of an Event of Default, the Bank is entitled to control and diect the enforcement of all rights and remedies granted to the owners or the Trustee for the benefit of Owners under the Indentue. The Trustee is not required to tae any action in respect of an Event of Default (other than, in certain cirumstances, 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 certin payments with respect to the Bonds and to draw on the Letter of Credit (or Alternate Credit Facilty, as the case may be)) or to enforce the trsts created by the Indenture except upon the wntten request of the Owners of not less than 25% in pnncipal amount of the Bonds then outstanding and receipt of indemnity satisfactory to it. - 36- 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 trst or power conferred on the Trustee upon furishing 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 trst 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 lèss 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 nght of any Owner to receive payment of the principal of, premium, if any, and interest on the Owner's Bond on or afer the respective due dates expressed therein, or to institute suit for the enforcement of any such payment on or after such respective dates, wil notbe impaied or affected without the consent of such Owner of Bonds. DEFEASANCE Allor any portions of Bods (in Authonzed Denominations) wil, prio to the matuty or redemption date thereof, be deemed to have been paid for all puroses of the I dentue when: (a) in the event said Bonds or portons thereof have been selected for redemption, the Trustee has given, or the Company has given to the Trustee in form satisfactory to it irevocable 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 sufcient (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 pnor to the matunty or redemption thereof, in which case the amount of interest is calculated at the rate borne by such Bonds) on said Bonds or portons thereof on and pnor to the redemption date or maturty date thereof, as the case may be; provided, however, that if such payment is to be made upon optional redemption, such payment is made frm Available Moneys; - 37- (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 irevocable instrctions 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 matuty 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 indep~ndent 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, ifthe 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 afect 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 purose other than, and are held in trst 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 Bonds in accordace with the Indenture; provided that such moneys, if not then needed for such purose, wil, to the extent practicable, be invested and reinvested in Government Obligations matung 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 eared from such investments are paid over to the Company, as received by the Trustee, free and clear of any trst, lien or pledge. The provisions of the Indentue 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 Facilty, 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 matuty date of the Bonds or the last date fixed for redemption of all Bonds pnor to matuty, notwithstading that alI or any porton 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 matuty or the last date fixed for redemption of all Bonds. - 38- 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 Indentue 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 maturty or acceleration or upon redemption. as provided in the Indentue) either (i) has been made or caused to be made in accordance with the terms thereof or (ii) has been provided for by irevocably depositing with the Trustee in trst and irevocably sèt aside exclusively for such payment, (A) moneys, which are Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may be, sufficient to make such payment and/or (B) Government Obligations purchased with Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may be, and maturing as to principal and interest in such amount and at such time as wil insure, without reinvestment, the availability of suffcient 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 necessar and proper fees, compensation and expenses of the Issuer, the Trustee and the Registrar pertining 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 Banptcy Counsel's Opinion to the effect that the payment of the Bonds from the moneys and/or Government Obligations so deposited wil not resut in a voidable preference under Section 547 of the United States Banptcy Code in the event that either the Issuer of the Company were to become a debtor under the United States Banptcy 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 of this paragraph apply only if (x) the Bond with respect to which such deposit is made is to matue or be called for redemption prior to the next succeeding date on which such Bond is subject to purchase as descnbed 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 imediately 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 Indentue, 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, irevocable instrctions to notify, as soon as practicable, the Owners of the Bonds in accordance with the Indentu, that the deposit requird by clause (a)(ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordace with the Indenture and stating the matuty 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 matuty of such Bonds. - 39- REMOVAL OF TRUSTEE With the prior written consent of the Bank or the Obligor on an Alternate Credit Facility, as the case may be (which consent, if unreasonably withheld, wil not be required), the Trustee may be removed at any time by filing with the Trustee so removed, and with the Issuer, the Company, the Insurer, if any, the Registrar, the Remarketing Agent and the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be), an instrment or instrments in writing executed by (a) the Insurer, if any and if no Insurer Default has occured 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 occured and is continuing, the Insurer, if any, The Trustee may also be removed by the Issuer under certain circumstances. MODIFCATIONS AND AMNDMENTS 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 Indentue; (b) to add to the covenants and agreements of the Issuer contained in the Indentue or of the Company, the Insurer, if any, or the Bank (or the Obligor on an Alternate Credit Facilty, as the case may be) contaned in any document, other covenants or agreements thereafer to be observed, or to assign or pledge additional secunty for any of the Bonds, or to surender any nght 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 confir, as furer assurance, any pledge of or lien on any property subjected or to be subjected to the lien of the Indentue; (d) to comply with the requirements of the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the Indentue or any supplemental indentue in any other respect whích 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, if any (unless an Insurer Default has occurred and is continuing), and the Ban or the Obligor on an Alternate Credit Facilty, as the case may be, has consented in writing to such modification, alteration, amendment or supplement; provided further that in determning 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; (1) to implement a conversion of the interest rate on the Bonds or to evidence or give effect to or facilitate the delivery and admnistration under the Indentue of an Alternate Credit Facilty or on 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 registrtion 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 pnncipal, but only to the extent that such would not adversely affect the Tax-Exempt status of the Bonds; (j) to secure or maitain 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 Indentue) and also in either of the two highest long-term debt Rating Categones; (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 - 40- 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 necessar to maintain the Tax-Exempt status of the Bonds; (p) to modify, alter, amend or supplement the Indenture in any other respect, 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 any Insurer or for an additional Insurer following the occurence 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 any Insurer then providing an Insurance Policy with respect to the Bonds 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 indentue as descnbed above, there must be delivered to the Trustee, the Company, the Insurer, if any, and the Ban (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 impai the validity under tlìe Act, of the Bonds or adversely affect the Tax-Exempt status of the Bonds. The Trustee wil provide written notice of any Supplemental Indentue to the Insurer, if. any, the Ban (or the Obligor on an Alternate Credit Facility, as the case may be), Moody's, S&P and the Owners of all the Bonds then outstading at least 30 days prior to the effective date of such Supplementa Indenture. Such notice must state the effective date of such Supplemental Indentue, briefly describe the nature of such Supplementa Indentue and state that a copy thereof is on file at the pnncipal office of the Trustee for inspection by the paries mentioned in the preceding sentence. Except for supplementa indentures entered into for the puroses descnbed above, the Indentue wil not be modified, altered, amended supplemented or rescinded without the consent of the Ban (if its Letter of Credit is in effect and no Ban Default has occured and is contiuing) or the Insurer, if any (unless an Insurer Default has occured and is continuing), together with not less than 60% in the aggregate pnncipal amount of Bonds outstanding, who have the right to consent to and approve any supplemental indentue; provided that, unless approved in wnting by the Bank (if its Letter of Credit is in effect and no Ban Default has ocurd and is continuing) or Insurer, if any (unless an Insurer Default has occured and is contiuing), and the Owners of all the Bonds then afected thereby, there wil not be permtted (a) a change in the times, amounts or curency 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 reucton in the pnncipal amount or redemption price thereof or the rate of interest thereon, (b) the cration of a claim or lien on or a pledge of the Revenues rang prior to or on a party with the claim, lien or pledge created by the Indentu, or (c) a reduction in the aggregate pnncipal - 41 - 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 Indentue wil be effective without the prior written consent of the Company. AMNDMENT OF TH LoAN AGREEMENT Without the consent of or notice to the Owners of the Bonds, the Issuer may, with the consent of the Insurer, if any (unless an Insurer Default has occured 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 purose of curng 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, if any (unless an Insurer Default has occured and is continuing), and the Ban or the Obligor on an Alternate Credit Facilty, 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 any Insurer or the Ban (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 securty for any of the Bonds, or to facilitate the delivery and administration of an Alternate Credit Facility or a Substitute Letter of Credit, or to surender any nght or power reserved or conferred upon the Issuer or the Company, which does not matenally 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 separte the nght to receive interest on the Bonds from the nght to receive pnncipal 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 necessar 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, including amendments which would otherwise be descrbed herein, if the effective date of such supplement or amendment is a date on which all of the Bonds afected thereby are subject to mandatory purchase and are so purchased; and (k) to provide for the delivery to the Trustee of an Insurce Policy or replacement of any Insurer or for an additional Insurer following the occurence 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 any Insurr then providing an Insurce Policy with respect to the Bonds provided that the insurance policy provided by the replacement or additional Insurer would result in a long-term - 42- 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 descnbed 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, if any, Moody's and S&P, stating that a copy thereof is on file at the office of the Trustee for inspection by the Insurer, if any, Moody's and S&P and (b) there must be delivered to the Bank, the Issuer, the Insurer, if any, 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 Indentue and the Act, 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 cQnsent of the Ban (or the Obligor on an Alternate Credit Facility, as the case may be), the Insurer, if any (unless an Insurer Default has occured and is continuing), and the Owners of not less than 60% in the aggregate principal amount of the Bonds at the time outstading; provided, however, that, unless approved in wnting by the Owners of all Bonds affected thereby, nothing in the Indentue may permit, or be constred as permtting, a change in the obligations of the Company to make Loan Payments or payments to the Trustee for the purchase of Bonds or the natue of the obligations of the Company on the First Mortgage Bonds. No amendment of the Loan Agreement wil become effective. without the pnor wntten consent of the Insurer, if any (unless an Insurer Default has occured and is continuing), and the Company and under certain circumstaces, the Ban (or the Obligor on an Alternate Credit Facilty, 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 Ban (or the Obligor on an Alternate Credit Facilty, as the case may be), the Insurer, if any, 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 Act, 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 afect the Tax-Exempt status of the Bonds. REMATIG The Remarketing Agent has agreed with the Company, subject to the terms and provisions of the Remarketing Agreement, that the Remarketing Agent wil use its best efforts, as remarketing agent, to solicit purchases from potential investors of the Bonds. Pursuant to such Remarketing Agrement, the Company has agred to indemnify the Remarketing Agent against certin liabilties and expenses, including liabilties arsing under federal and state seurities laws, and to pay for certn expenses in connection with the reoffenng of the Bonds. - 43- In the ordinar course of business, the RemarketiIlg Agent and its affiliates have provided investment banng services or bank financing to the Company, its subsidiares or affiliates in the past for which they have received customar compensation and expense reimbursement, and may do so again in the future. TAX EXEMPION In conneçtion with the onginal issuance and delivery of the Bonds, Stoel Rives Boley Jones & Grey, as Bond Counsel to the Company, delivered separate opinions on September 29, 1992 with respect to each of the Bonds. Such opinions have not been updated by eitherStoel Rives Boley Jones & Grey or Chapman and Cutler LLP. No independent investigation has been made to confir that the tax covenants of the Issuers and the Company have been complied with. A copy of the opinion letters provided by Bond Counsel in connection with the original issuance and delivery of the Bonds is set forth in ApPENDIX C, but inclusion of such copy of the opinion letters is not to be construed as a reaffrmation of the opinion contained therein, The opinion letters speak only as of their date. Chapman and Cutler LLP, which is currently acting as Bond Counsel, wil deliver opinions in connection with execution and delivery of the Thid Supplemental Indentues and the First Supplemental Loan Agreements relating to the Bonds and the delivery of the Letters of Credit to the effect that (a) such Third Supplemental Indentues (i) are authorized or permtted by the Trust Indentue relating thereto and the Act and comply with their respective terms, (ii) upon the execution and delivery thereof, wil be valid and binding upon the applicable Issuer in accordance with their respective terms and (ii) wil not adversely affect the Tax-Exempt status of the related Senes of Bonds, (b) such Firt Supplemental Loan Agreements (i) are authorized or permitted by the Onginal Loan Agreement or Trust Indenture relating thereto and the Act and comply with their respective terms, (ii) wil be valid and binding upon the applicable Issuer in accordance with their respective terms and (iii) wil not adversely afect the Tax-Exempt status of the related Series of Bonds and (c) the delivery of the Letters of Credit comply with the terms of the applicable Loan Agreement and wil not adversely affect the Tax-Exempt status of the related Series of Bonds. Except (A) the adjustment of the interest rate on the Bonds descnbed in the Chapman and Cutler, opinion dated November 12, 1999, (B) the execution and delivery of the First Supplemental Trust Indentue, dated as of November 1, 1999, (C) the execution and delivery of the Second Supplemental Trust Indentue, dated as of March 1, 2005 and (D) as necessar to render the foregoing opinion, Chapman and Cutler has not reviewed any factual or legal maters relating to the pnor opinion of Bond Counselor the Bonds subsequent to their date of issuance. The proposed form of such opinions is set fort in APPENIX D. CERTAI LEGAL MATTRS 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 mattrs wil be passed upon for the Company by Paul J. Leighton, Esq., as counsel for the Company. The validity of the Letter of Credit wil be passed upon for the Ban by in-house counsel to the Ban. - 44- MISCELLANEOUS The attached Appendices (including the documents incorporated by reference therein) are an integral par of this Reoffenng Circular and must be read together with all of the balance of this Reoffenng Circular. The Issuer has not assumed nor wil assume any responsibilty for the accuracy or completeness of any information contained herein or in the Appendices hereto, all of which was furished by others. - 45- (This Page Intentionaly Left Blan) ApPENDIX A PACIFCORP The jollowing injormation concerning PacifCorp (the "Company") has been provided by representatives oj the Company and has not been independently confirmed or verifed by the Remarketing Agent, the Issuer or any other party. No representation is made herein as to the accuracy, completeness or adequacy oj such injormation or as to the absence oj material adverse changes in the condition oj the Company or in such injormation after the date hereof, or that the injormation contained or incorporated herein by rejerence is correct as ojany time after the date hereof. The Company, which includes PacifiCorp and its subsidianes, is a United States regulated electrc company serving 1.7 millon retail customers, including residential, commercial, industral and other customers in portions of the states of Utah, Oregon, Wyoming, Washington, Idaho and California. PacifiCorp owns, or has interests in, 77 thermal, hydroelectrc, wind-powered and geothermal generating facilties, with a net owned capacity of 10,482 megawatts, PacifiCorp also owns, or has interests in, electrc transmission and distrbution assets, and transmits electrcity though approximately 15,900 miles of transmission lines. PacifiCorp also. buys and sells electrcity on the wholesale market with public ànd pnvate utilities, energy marketing companies and incorporated municipalities as a result of excess electrcity generation or other system balancing activities. PacifiCorp is subject to comprehensive state and federal regulation. PacifiCorp's subsidianes support its electrc utility operations by providing coal mining and environmental remediation services. PacifiCorp is an indirect subsidiar of MidAmencan Energy Holdings Cömpany ("MEHC"), a holding company based in Des Moines, Iowa that owns subsidianes principally engaged in energy businesses. MEHC is a consolidated subsidiar of Berkshire Hathaway Inc. ("Berkshire Hathaway"). MEHC controls substantially all of PacifiCorp's voting securties, which include both common and preferred stock. The Company's operations are exposed to risks, including general economic, political and business conditions in the jursdictions in which the Company's facilties operate; changes in federal, state and local governmental, legislative or regulatory requirements affecting the Company or the electrc utilty industr; changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce plant output, accelerate plant retirements or delay plant constrction; the outcome of genera 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 demogrphic trends, that could affect customer growth and usage or supply of electrcity or the Company's abilty to obtan long-term contracts with customers; a high degree of vanance between actual and forecasted. load and prices that could impact the hedging strategy and costs to balance electrcity and load supply; hydroelectrc conditions, as well as the cost, feasibilty and eventual outcome of hydroelectrc relicensing proceedings, that could have a significant impact on electrc capacity and cost and the Company's ability to generate electrcity; changes in pnces, availabilty and demand for both purchases and sales of wholesale electrcity, coal, natul gas, other fuel sources and fuel transportation that could have a significant impact on generation A-I capacity and energy costs; the financial condition and creditwortiness of the Company's significant customers and suppliers; changes in business strategy or development plans; availability, terms and deployment of capital, including reductions in demand for investment- grade commercial paper, debt secunties and other sources of debt financing and volatilty in the London Interbank Offered Rate, the base interest rate for the Company's credit facilities; changes in the Company's credit ratings; performance of the Company's generating facilities, including unscheduled outages or repairs; the impact of denvative contracts used to mitigate or manage volume, pnce and interest rate risk, including increased collateral requirements, and changes in the commodity prices, interest rates and other conditions that affect the fair value of denvative contracts; increases in employee healthcare costs; the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortlity and morbidity on pension and other postretirement benefits expense and funding requirements; unanticipated constrction delays, changes in costs,: receipt of required permits and authorizations, abilty to fund capital projects and other factors that could affect futue generating facilities and infrastrctue additions; the impact of new accounting guidance or changes in curent accounting estimates and assumptions on consolidated financial results; other risks or unforeseen events, including litigation, wars, the effects of terrorism, embargoes and other catastrophic events; and other business or investment considerations that may be disclosed from time to time in the Company's filings with the United States Securities and Exchange Commission (the "Commission") or in other publicly disseminated written documents. See the Incorporated Documents under "Incorporation of Certin Documents by Reference." The principal executive offices of the Company are located at 825 N.E. Multnomah, Suite 2000, Portlan, Orgon 97232; the telephone number is (503) 813-5000. AVAIABLE INORMTION The Company is subject to the informational requirements of the Secunties 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 (includig 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-SEC-0330 for fuer 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 Commssion at htt://www.sec.gov. INCORPORATION OF CERTAI DOCUMNTS BY REFERENCE The following documents filed by the Company with the Commssion pursuant to the Exchange Act are incorporated herein by reference: 1. Anua Report on Form 10- K for the fiscal year ended December 31, 2009. 2. Quarerly Reports on Form lO-Q for the thee months ended March 31, 2010 and June 30,2010. A-2 3. Curent Report on Form 8,.K, dated Januar 20, 2010. 4. Current Report on Form 8-K, dated March 30, 2010. 5. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15( d) of the Exchange Act after the date hereof. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the fiing of the Quarerly Report on Form 10-Q for the six months ended June 30, 2010 and before the termnation ofthereoffering made by this Reoffering Circular (the "Reoffering Circular") shall be deemed to be. incorporated by reference in this Reoffering Circular and to be a par hereof from the date of filng 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 durng 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 Incorprated Documents or be incorporated by reference in this Reoffenng Circular or be a par hereof from and after such filng of such Annual Report on Form lO-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for puroses 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 moded or superseded shall not be deemed, except as so modfied or superseded, to constitute a par hereof. The Incorporated Documents are not presented in this Reoffenng Circular. or delivered herewith. The Company hereby undertakes to provide without charge to each person to whom a copy of this Reoffenng Circular has been delivered, on the wntten 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 diected to 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 purort to be comprehensive and should be read together with the information contained in the Incorporated Documents. A-3 (Ths Page Intentionaly Left Blan) ApPENDIXB INFORMTION REGARING 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 Issuers, the Company or the Remarketing Agent. Neither the Issuers, the Company nor the Remarketing Agent make any representation whatsoever as to the accuracy, adequacy or completeness of such information, WELLS FARGO BAN, NATIONAL ASSOCIATION Wells Fargo Ban, National Association (the "Bank") is a national banng association organized under the laws of the United States of Amenca with its main office at 101 Nort Philips Avenue, Sioux Falls, South Dakota 57104, and engages in retail, commercial and corporate banng, 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 pnncipal executive offces located in San Fracisco, California ("Wells Fargo"). Effective at 11:59 p.m. on December 31, 2008, Wells Fargo acquired Wachovia Corporation and its subsidiares in a stock-for-stock merger transaction. Information about this merger has been included in filngs made by Wells Fargo with the Secunties and Exchange Commission ("SEC"). Copies of these filings are available free of charge on the SEC's website at www.sec.gov or by wnting to Wells Fargo's Corporate Secretar at the address given below. Each quarer, the Ban files with the FDIC financial reports entitled "Consolidated Reports of Condition and Income for Insurd Commercial Bans with Domestic and Foreign Offces," commonly referred to as the "Call Reports." The Ban's Call Reports are prepared in accordace with regulatory accounting principles, which may differ from generally accepted accounting pnnciples. The publicly available portions of the Call Reports contan the most recently filed quarerly reports of the Ban, which include the Ban's total consolidated assets, tota domestic and foreign deposits, and total equity capital. These Call Reports, as well as the Cal Reports filed by the Ban with the FDIC after the date of this Offering Memoradum, may be obtaned 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 www.fdic.gov, or by writig to the Wells Fargo Corporate Secreta's Offce, Wells Fargo Center, Sixth and Marquette, MAC N9305-173, Minneapolis, MN 55479. The Letter of Credt wil be solely an obligation of the Bank and wil not be an obligation of, or otherwie guaranteed by, WeDs Fargo, and no assets of Wells Fargo or any afate of the Bank or Wells Faro will be pledged to the payment thereof. Payment of the Lettr of Credit wil not be insured by the FDIC. B-1 The information contained in this section, including financial information, relates to and has been obtained from the Ban, and is fumished solely to provide limited introductory information regarding the Bank and does not purort to be comprehensive. Any financial information provided in this section is qualified in its entirety by the detailed information appearng 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 Ban since the date hereof. B-2 ApPENDIXC ApPROVING OPINIONS OF BoND COUNSEL September , 1992 522,485,000 CONVESE COU~ WYOMIG POLLUTON CONTOL REFUNDING REVENUE BONDS (PacifCorp Project) Series 1992 '- We have reviewed a transcript of the proedings relating to the issuance by Convers County, Wyoming (the "Issuer"), of the above referenced bonds (the "Bonds"). The Bonds ar being issued puruant to the provisions of Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes (1977), as from time to time supplemented and amended (the "Act"), a Bond Resolution of the County adopted on September 2, 1992 (the "Resolution") and a Trust Indenture dated as of September I, 1992 (the "Indenture") by and between the Issuer and The First National Bank of Chicago, a national banking association, as Trutee. All term used in this opinion and not otherwise defined herein shall have the repetive meanings asigned thereto in the Indenture. The Bonds are being issued to provde funds which wil be used to refund and redeem on Octber 1, 1992 the Issuer's Collateralized Pollution Control Revenue Bonds (Pacific Power &. Light Company Project) Series 1976 (the "1976 Bonds") currently Outstanding in the aggregate principa amount of 522,485,00. October I, 1992 is the date set for the irrevocble redemption of all then outstanding 1976 Bonds. The Issuer wil make the funds arising from the salc of the Bonds available to PacifCorp, an Oregon corpration (the "Company"), pursuant to a Loan Agreement dated September I, 1992 between the Issuer and the Company (the "Loan Agreement"), thc proceeds of wmch Loan wil be used, together with certin other moneys provided by the Company, to pay the principal of, and interest on, the 1976 Bonds on and after October 1, 1992 as such 1976 Bonds are presented for payment. The Bonds are dated as of September I, 1992, commence to accrue interest as of the date of initial issuance and delivery thereof and bear interest at the rates, mature on the date, and are subject to purchase and optional and mandatory redemption prior to maturity on the terms and conditions and at the prices, all as set forth in the Indenture. The Bonds are secured by a pledge of the Trust Estate. The Trut Estate initially includes an irrevocble direct pay lettér of credit (the "Letter of Credit") issued by Union Bank of Switzerland, Los Angeles Branch (the "Bank") in favor of the Trustee for the account of the Company pursuant to the Reimbursment Agreement. The Letter of Credit expires on September 29, 1995, unless extended or renewed by the Bank. In addition, pursuant to the Indenture, the Letter of Credit may, under certin circumstance be termnated, in which event it may (or under certain conditions, may not) be replace by an Alternte Credit Facilty. In rendering the opinions set forth herein, we have relied upon: (i) an opinion of even datc herewith rendere by Gibson, Dunn &. Crutcher, counsel to the Bank, and asumed the accuracy of certain opinions expresed by Henrici, Wicki &. Guggisberg, Swiss Counsel to the Bank, regarding the due authorization, execution, delivery, validity and enforcebilty of the Letter of Credit, and (ii) an opinion of even date herewith of Thomas A, Burley, County Attorney of the Issuer. regarding the due execution and delivery of the Bonds. We have assumed the genuineness of all documents and signatures presented to us. In addition, we have asumed (but express no opinion) that all documents, instruments, agreements and certificates required to be executed and delivered by parties other than the Issuer in connection with the issuance and sale of the Bonds and related transctions have been duly authorized. executed and delivered by such parties. With respect to matters of fact relevant to the opinions set forth herein, we have relied upon (without having undertaken to independently verify) various certifications, representations and warrnties made by the Company and other partes in the various documents relating to the issuance and sale of the Bonds, but have not undertaken to Col venfy independently, and have assumed, the accuracy of the factual matters represented, warrnted or certified in the documents, and all of the legal conclusions contained in the opinions, referred to herein. Furthermore, we have assumed compliance with all covenants and agreements contained in the Loan Agree- ment, the Indenture and the certificate executed by the Company on the date hereof regarding, among other things, compliance with the Code requirements necessary to assure that interest on the Bonds wil not be included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibilty for the accuracy, completeness or fairness of the Offcial Statement or other offering materials relating to the Bonds and express no opinion relating thereto. Certain term of the Bonds, and other terms, requirements and procdures contained or referred to in the Indenture and other relevant documents, mayor wil be adjusted or changed and certain actions mayor wil be taken, under the circumstances and subject to the terms and conditions set forth in such documents. The opinions set forth below are qualified to the extent that we expres no opinion as to whether, following any such adjustment or change or the takng. of any such action, the interest on the Bonds wil continue to be excludible for federal income tax purposes from the gross incomes of the Owners. The opinions expressed herein are based on the analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authonties. Such opinions may be affected by actions taken or omitted or events 'occurnng after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken or do occur. Our engagement with respect to the Bonds has concluded with their delivery, and we disclaim any obligation to update this letter. In reliance on the opinions and certifications, representations and warranties described above and based upon our examination of the foregoing and the pertinent laws of the United States of America and the State of Wyoming and such other documents, certificates, instruments and agreements as We have deemed neces- sary or appropriate, we are of the opinion that: 1. The Issuer has full power and authonty under the Act to enter into the Indenture and the Loan Agreement and to perform its obligations under the Indenture and the Lon Agreement and to authorize, issue, execute, sell and deliver the Bonds for the purposes descnbed in the Indenture and the Loan Agreement. 2. The Indenture and the Lon Agreement have been duly authonzed, exected and delivered by the Issuer, are in full force and effect, and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in aQ:rdance with their term. 3. The Bonds have been duly authorized, issued. delivered and sold in accordance with the Indenture and applicable law (including the Act) and constitute the valid, legal and binding limited obligations of the Issuer secured by the Indenture and enforceable in accrdance with their terms and the terms of the Indenture. 4. The Bonds are limited obligations of the Issuer payable solely and only from the Trut Estate pledged . thereto under the Indenture. The Bonds are not general obligations of the Issuer or any agency or instrumen- taity of the Issuer, nor are they payable out of any moneys or asets of. the Issuer or any agency or intrmentality of the Issuer not speificaly pledged thereto. The Owners of the Bonds have no nght to copel the Issuer to exercise its taxing poers for the purpe of paying any amounts owing under or with re to the Bonds. 5. Under existing laws, rulings, regulations and judicial decisions, and assuming the continuing compli- ance by the Issuer and the Company with the Tax Covenats, interest on the Bonds is excluded from gros incoe for purpes of federal income tation pursuant to Section 103 of the Coe (other than the gross income of an Owner who is a "substantial user" of the Project refinanced out of the proeds of the Bonds or a "reated persn" as such term are used in Section 147(a) of the Code). The failure of the Issuer or the Company to continuously comply with the Tax Covenants as they relate to the Bonds could result in the interet on the Bond beming includible for federal income tax purposes in the gr incomes of the Owners and former Owners theref, which includibilty in grs income could be retroctive to the date of issuance of the Bods. We advie you that, as a practical matter. compliance with the Tax Covenats is a matter within the control of the Company and not the Issuer. We have not undertaken, C-2 and wil not undertake, to monitor the continuing compliance by the Issuer or the. Company with the Tax Covenants or to inform any person whether or not the Tax Covenants are being complied with. The Bonds are "private activity bonds" within the meaning of Section 141(a) of the Code, however, the Bonds are being issued to refund bonds issued prior to August 8, 1986, and we observe that, as a cOnsequence, the interest on the Bonds will not be treated as an item of tax preference for purpses of the fedccl alternative minimum taxes applicable to individuals, corprations and other taxpayers. However, we further observe that for purposes of computing the alternative minimum tax impoed on corporations (as defined for federal income tax purposes), interest on the Bonds is taken into account in determining adjusted currentearnings. . 6. The State of Wyoming imposes no income taxes which would be applicable to interest on the Bonds, Receipt of interest on tax-exempt obligations such as the Bonds may result in collateral federal or state tax consequences to certain individuals or other taxable entities. Except as set forth in paragraphs 5 and 6 åbove, we express no opinion regarding other federal or state tax consuences related to the ownership or dispositon of, or the accrual or receipt of interest with respect to, the Bonds. The foregoing opinions are qualified to the extent that the rights or remedies of the Owners of the Bonds (including any rights or remedies conferred on the Trutee for the benefit of the Owers of the Bonds under the Indenture) and the enforceabilty of the Indenture and the Loan Agreement may be limited or otherwise affected by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and general principles of equity afecting or limiting the enforcement of creditors' rights generally, whether now existing or hereafter in effect. We express no opinion as to the investment quality of the Bonds or the adequacy or priority of the security therefor. All parties to the transactions pertaining to the issuance and sale of the Bonds. and their respective counsel may rely upon this opinion as if it were specifically addressed to each. STEL RIV BOLEY JONF & GREY By DRAFT ONLy-NoT SIGNED Patrk G. Boylston C-3 September ,1992 $9,335,000 SWEETWATER COUNn WYOMING POLLUTION CONTOL REFUNDING REVENUE BONDS (PacifCorp Project) Series 1992A We have reviewed a transcript of the proceedings relating to the issuance by Sweetwater County, Wyoming (the "Issuer"). of the above reference bonds (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 from time to time supplemented and amended (the "Act"), a Bond Resolution of the County adopted on September 14, 1992 (the "Resolution") and a Trut Indenture dated as of September 1, i 992 (the "Indenture") by and between the Issuer and The First National Bank of Chicago, a national banking association, as Trustee. All terms used in this opinion and not otherwise defined herein shall have the respective meanings assigned thertto in the Indenture. The Bonds are being issued to provide funds which wil be used to refund and redeem on October 1, 1992 the Issuer's Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1975A (the "1975A Bonds") currently Outstanding in the aggregate principal amount of 59,335,00. October 1, 1992 is the date set for the irrevocable redemption of all then outstanding 1975A Bonds. The Issuer will make the funds arising from the sale of the Bonds available to PacifiCorp,.an Oregon corpration (the "Company"), pursuant to a Loan Agreement dated September 1, 1992 between the Issuer and the Company (the "Lon Agreement"), the proeeds of which Loan wil be used, together with certain other moneys provided by the Company, to pay the principal of, and interest on. the I975A Bonds on and after October 1, 1992 as such I975A Bonds are presented for payment. The Bonds are dated as of September 1, 1992, commence to acce interest as of the date of initial issuance and delivery theref and bear interest at the rates, mature on the date, and are subject to purchase and optional and mandatory redemption prior to maturity on the term and conditions and at the prices, all as set forth in the Indenture. The Bonds are secured by a pledge ofthe Trut Estate. The Trust Estate initially includes an irrevocble direct pay letter of crit (the "Letter of Credit") issued by Union Bank of Switzerland, Lo Angeles Brach (the "Bank") in favor of the Truee for the account of the Company pursuant to the Reimbursment Agreement. The Letter of Credit expires on September 29. 1995, unless extended or renewed by the Bank. In addition, pursuant to the Indenture. the Letter of Credit may, under certain circumstance, be terminated. in which event it may (or under 'certin conditions, may not) be replaced by an Alterte Credit Facility, In rendering the opinons set forth herein, we have relied upon: (i) an opinion of even date herewith rendered by Gibsn, Dunn & Crutcher, counsel to the Bank, and assumed the accuracy of certain opinins expressed by Henrici. Wicki & Guggisberg. Swiss Counsel to the Bank. regarding the due authorization. execution, delivery, validity and enforceabilty of the Letter of Credit, and (ii) an opinion of even date herewith of Sue Keas, County and Proec~ting Attorney of the Issuer. regarding the due execution and delivery of the Bonds. We have asumed the genuinenes of all documents and signature presente to us. In addition, we have asumed (but expr no opinion) tht all documents instruments, agreements and cenificates reuired to be execute and delive by parties other tha the Issuer in connection with the issuance and sale of the Bonds and related trnsactions have been duly authorize, ~xecuted and delivered by such parties. With respet to matters of fact relevant to the opinions set forh herein, we have relied upon (without having undertaken to indepndently verify) varous certifcations, representations and warrnties made by the Company and other paes in the vaous docments relating to the isuace and sale of the Bonds. but have not underten to C-4 verify independently, and have assumed. the accuracy of the factua matters represented, warranted or certfied in the documents, and all of the legal conclusions contained in the opinions, referred to herein. Furthermore, we have assumed coinpliance with all covenants and agreements contained in the Loan Agree- ment, the Indenture and the certificate executed by the Company on the date hereof regarding, among other things, compliance with the Code requirements necessary to assure that interest on the Bonds will not be included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibilty for the accuracy, completeness or fairness of the Offcial Statement or other offering materials relating to the Bonds and express no opinion relating thereto. Certain terms of the Bonds, and other terms, requirements and procdures contained or referrd to in the Indenture and other relevant documents, mayor wil be adjusted or changed and certin actions mayor wil be taken, under the circumstances and subject to the terms and conditions set fort in such documents. The opinions set forth below are qualified to the extent that we express no opinion as to whether, following any such adjustment or change or the taking of any such action, the interest on the Bonds wil continue to be excludible for federal income tax purpses. from the gros incomes of the Ower. The opinions expressed herein are based on the analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken or do occur, Our engagement with respect to the Bonds has concluded with their delivery, and we disclaim any obligation to update this letter. In reliance on the opinions and certifications, representations and warrnties descrbed above and based upon our examination of the foregoing and the pertinent laws of the United States of America and the State of Wyoming and such other documents, certificates, instruments and agreements as we have deemed neces- sary or appropriate, we are of the opinion that: 1. The Issuer has full power and authority under the Act to enter into the Indenture and the Loan Agreement and to perform its obligations under the Indenture and the Loan Agreement and to authorize. iss, execute, sell and deliver the Bonds for the purposes described in the Indenture and the Loan Agreement. 2. The Indenture and the Loan Agreement have been duly authorized, executed and delivered by the Issuer, are in full force and effect. and constitute legal, valid and binding obligations of the Issuer enforcable against the Issuer in accordance with their terms. . 3. The Bonds have been duly authorized, issued, delivered and sold in accordance with the Indenture and applicable law (including the Act) and constitute the valid. legal and binding limited obligations of the Issuer secured by the Indenture and enforceable in accordance with their terms and the terms of the Indenture. 4. The Bonds are limited obligations of the Issuer payable solely and only from the Trust Estate pledged therto under the Indenture. The Bonds are not general obligations of the Issuer or any agency or instrumen- taty of the Issuer, nor are they payable out of any moneys or assets of the Issuer or any agency or instrentality of the Issuer not specifically pledged thereto. The Owners of the Bonds have no right to compel the Issuer to exercise its taxing powers for the purpse of paying any amounts owing under or with repect to the Bonds. 5. Under existing laws. rulings, regulations and judicial decisions, and asuming the continuing compli- ance by the Issuer and the Company with the Tax Covenants, interest on the Bonds is excluded from gross income for purpes of federal income taxation pursuant to Section 103 of the Code (other than the gross income of an Owner who is a "substantial user" of the Project refinance out of the proeeds of the Bonds or a "relate person" as such term are used in Section 147(a) of the Code). The failure of the Issuer or the Company to continuously comply with the Tax Covenants as they relate to the Bond could result in the interest on the Bonds beming includible for federal income ta purpos in the gr incomes of the Owners and former Owers theref, which includibilty in gross income could be retroctive to the date of issuance of the Bonds. We advise you that, as a practical matter, compliance with the Tax Covenants is a matter within the control of the Company and not the Issuer. We have not undertaken, c-s and wil not undertake. to monitor the continuing compliance by the Issuer òr' the Company with the Tax Covenants or to inform any person whether or not the Tax Covenants are being complied with. The Bonds are "private activity bonds" within the meaning of Section 141(a) of the Code. however, the Bonds are being issued to refund bonds issued prior to August 8, 1986. and we observe that. as a consequence. the interest on the Bonds wil. not be treated as an item of tax preference for purposes of the federal alternative minimum taxes applicable to individuals. corporations and other taxpayers. However, we further . observe that for purpes of computing the alterntive minimum tax impoed on corprations (as defined for federal income tax purposes), interest on the Bonds is taken into account in determining adjusted current earnngs. 6. The State of Wyoming impoes no income taxes which would be applicable to interest on the Bonds. Receipt of interest on tax-exempt obligations such as the Bonds may result in collateral federal or state ta consequences to certain individuals or other taxable entities. Except as set forth in paragraphs 5 and 6 above. we express no opinion regarding other federal or state tax consequences related to the ownership or dispoition of, or the accrual or receipt of interest with respect to. the Bonds. The foregoing opinions are qualified to the extent that the rights or remedies ofthe Owners of the Bonds (including any rights or remedies coferred on the Trustee for the benefit of the Owners of the Bonds under the Indenture) and the enforceabilty of the Indenture and the Loan Agreement may be limited or otherwise affected by applicable bankrptcy, insolvency, reorganization. moratorium or other similar laws and general principles of equity afecting or limiting the enforcement of creditors' rights generally, whether now existing or hereafter in effect. We express no opinion as to the investment quality of the Bonds or the adequacy or priority of the security therefor. All parties to the transactions perting to the issuance and sale of the Bonds and their respective counsl may rely upon this opinion as if it were specifically addressed to each. STOEL RIVE BOLEY JONE Ie GREY By DRAFT ONLy-NOT SIGNED Patrick O. Boylstn C-6 September ,1992 $6,305,000 SWEETWATER COU~ WYOMING POLLUTON CONTROL REFUING REVENUE BONDS (pacifiCorp Project) Series. 1992B We have reviewed a transcript of the proceedings relating to the issuance by Sweetwater County, Wyoming (the "Issuer"), of the above reference bonds (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 from time to time supplemented and amended (the "Act"), a Bond Resolution of the County adopted on September 14, 1992 (the "Resolution") and a Trust Indenture dated as of September 1, 1992 (the "Indenture") by and between the Issuer and The First National Bak of Chicago, a national banlcng association, as Trutee. All term used in this opinion and not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. The Bonds are being issued to provide funds which wil be used to refund and redeem on Deceber 1, 1992 the Issuer's Pollution Control Revenue Bonds (Pacifc Power & Light Company Project) Series 1975B (the "1975B Bonds") currently Outstanding in the aggregate principal amount of 56,305,000. December 1, 1992 is the date set for the irrevocable redemption of all then outstanding i 97 5B Bods. The Issuer will make the funds arising from the sale of the Bonds available to PacifiCorp, an Oregon corpration (the "Company"), pursuant to a . Lon Agreement dated September 1, 1992 between the Issuer and the Coipany (the "Lon Agreement"), the proceeds of which Loan wil be usd, together with certn other moneys provided by the Company, to pay the principal of, and interest on, the 1975B Bonds on and after Decmber 1, 1992 as such 1915B Bonds are presented for payment. The Bonds ar dated as of September 1, 1992, commence to accrue interest as of the date of initial issuance and delivery thereof and bear interest at the rates, mature on the date, and are subject to purchase and optional and mandatory redemption prior to maturity on the terms and conditions and at the prices, all as set forth in the Indenture. The Bonds are secured by a pledge of the Trut Estate. The Trust Estate initially includes an irrevocable direct pay letter of credit (the "Letter of Credit") issued by Union Bank of Switzerland, Lo Angeles Branch (the "Bank") in favor of the Trustee for the account of the Company pursuant to the Reimbursement Agrement. The Letter of Credit expires on September 29, 1995, unless extended or renewed by the Bank. In addition, pursuant to the Indenture, the Letter of Credit may, under certain circmstance, be termnated, in which event it may (or under cer~n conditions, may not) be replace by an Alternate Credit Facilty. In redering the opinions set forth herein, we have relied upon: (i) an opinon of even date herewith render by Gibson, Dunn & Crutcher, counsel to the Ban, and asumed the aèccy of certn opinions expreed by Henrici, Wiclc & Guggisberg, Swiss Counsl to the Bank, regaring the due authorzation, execution delivery, validity and enforcebilty of the Letter of Credit, and (Ü) an opinion of even date herewith of Sue Kearn, County and Proecuting Attorey of the Issuer, regarding the due execution and delivery of the Bonds. We have asumed the genuinenes of all documents and signtures prented to us. In addition, we have asumed (but expres no opinion) that all doments, inments, agrments and certificates reuired to be exected and delivered by parties other than the Issuer in connecon with the isuace and sae of the Bonds an relted-trnsction have been duly autb executed and delivered by such paes. With repect to matters of fact relevant to the opinions set forth herein, we have relied upon (without having underken to indepndently verify) various certfications, reprentation and warrnties made by the Company and other parties in the vaous documents relatig to the issuance and sale of the Bonds, but have not undertken to C-7 verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documènts, and all of the legal conclusions contained in the opinions, referred to herein. Furthermore, we have assumed compliance with all covenants and agreements contained in the Loan Agree ment, the Indenture and the certificate executed by the Company on the date hereof regarding, among other things, compliance with the Code requirements necesary to assure that interest on the Bonds wil not be included in gross income for federal income tax purposes. Furthermore, we have undertken no responsibilty for the accuracy, completeness or fairness of the Offcial Statement or other offering materials relating to the Bonds and express no opinion relating thereto. Certain terms of the Bonds, and other terms, requirements and procedures contained or referred to in the Indenture and other relevant documents, mayor wil be adjusted or changed changed and certain actions may or wil be taken, under the circumstances and subject to the terms and conditions set forth in such documents. The opinions set forth below are qualified to the extent that we expres no opinion as to w hetber, following any such adjustment or change or the taking of any such action, the interest on the Bonds wil continue to be excludible for federal income tax purpoes. from the gros incomes of the Owers. The opinions expressed herein are based on the analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken or do occur, Our engagement with respet to the Bonds has concluded with their delivery, and we disclaim any obligation to update this letter. In reliance on the opinions and certifications, representations and warranties described above and based upon our examination of the foregoing and the pertinent laws of the United States of America and the State of Wyoming and such other documents, certificates, instruments and agreements as we have deemed neces- sary or appropriate, we are of the opinion that: 1. The Issuer has full power and authority under the Act to enter into the Indenture and the Loan Agreement and to perform its obligations under the Indenture and the Lon Agreement and to authorize, iss, . execute, sell and deliver the Bonds for the purposes described in the Indenture and the Loan Agreement. . 2. The Indenture and the Loan Agrement have been duly authorized, executed and delivered by the Issuer, are in full force and effect, and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms. 3. The Bonds have been duly authorized. issued, delivered and sold in accordance with the Indenture and applicable law (including the Act) and constitute the valid, legal and binding limited obligations of the Issuer secured by the Indenture and enforceable in accordance with their terms and the terms of the Indenture. 4. The Bonds are limited obligations of the Issuer payable solely and only from the Trust Estate pledged thereto under the Indenture. The Bonds are not general obligations of the Issuer or any agency or instrumen- tality of the Issuer, nor are they payable out of any moneys or assets of the Issuer or any agency or instrumentaity of the Issuer not specifically pledged thereto. The Owners of the Bonds have no right to copel the Issuer to exercise its taxing powers for the purp of paying any amounts owing under or withrespect to the Bonds. . 5. Under existing laws, rulings, regulations and judicial decisions, and assuming the continuing compli- ance by the Issuer and the Company with the Tax Covenants, interest on the Bonds is excluded from gro income for purpes of federal income taxation purst to Section 103 of the Code (other than the gro income of an Owner who is a "substantial user" of the Prject refinanced out of the proeeds of the Bonds or a "related persn" as such terms are used in Section 147(a) of the Code). Th faiure of the Issuer or the Company to continuoly comply with the Tax Covenants as they relate to the Bonds could result in the interest on the Bonds becoming includible for federal income tax purps in the grss incomes of the Owners and former Owners thereof, which includibilty in gros income could be retroactve to the date of issuance of the Bonds. We advise you that, as a practical matter, compliance with the Tax Covenants is a matter within the control of thc Compay and not thc Issuer. We have not undertken, C-8 and wil not undertake, to monitor the continuing compliance by the Issuer or the Company with the Tax Covenants or to infonn any person whether or not the Tax Covenants are being complied with. The Bonds are "private activity bonds" within the meaning of Section 141(a) of the Code, however, the Bonds are being issued to refund bonds issued prior to August 8, 1986, and we observe that. as a consequence. the interest on the Bonds wil not be treated as an item of tax preference for purpes of the federal alternative minimum taxes applicable to individuals. corporations and other taxpayers. However, we further observe that for purposes of computing the alternative minimum tax impoed on corporations (as defined for federal income tax purposes), interest on the Bonds is taken into account in determining adjusted current earnings. 6. The State of Wyoming imposes no income taxes which would be applicable to interest on th Bonds. Receipt of interest on tax-exempt obligations such as the Bonds may result in collateral federal or state tax consequences to certain individuals or other taxable entities. Except as set forth in paragraphs 5 and 6 above, we express no opinion regarding other federal or state tax consequences related to the ownership or disposition of, or the accual or receipt of interest with repect to, the Bonds. The foregoing opinions are qualified to the extent that the rights or remedies of the Owners of the Bonds (including any rights or remedies conferred on the Trutee for the benefit of the Owners of the Bonds under the Indenture) and the enforceabilty. of the Indenture and the Loan Agreement may be limited or otherwse affected by applicable bankruptcy, insolvency, reorganization. moratorium or other similar laws and general principles of equity affecting or limiting the enforcement of creditors' rights generally, whether now existing or hereafter in effect. We express no opinion as to the investment quality of the Bonds or the adequacy or priority of the security therefor. . All parties' to the transactions pertaining to the issuance and sale of the Bonds and their respective counsel may rely upon this opinion as if it were specifically addressed to each. STEL RIVE BOLEY JONFS & GRE By DRAFT ONLY-NOT SIGNED Patrick: G. Bolston C-9 (This Page Intentionaly Left Blan) APPENDIXD PROPOSED FORM OPINON OF BOND COUNSEL (LETIRHAD OF CHAMA AN CUTLERLLP) (DATED THE CLOSING DATE) The Ban of New York Mellon, Trust Company, N.A" as successor Trustee 2 North LaSalle Street, Suite 1 020 Chicago, Ilinois 60602 PacifiCorp 825 N.E. Multnomah Street, Suite 1900 Portland, Oregon 97232-4116 Conv~rse County, Wyoming 107 North 5th Street Douglas, Wyoming 82632 Wells Fargo Ban,National Association 301 South College Street, 7th Floor Charlotte, Nort Carolina 28202 Re:$22,485,0 Converse County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992 (the "Bonds") Ladies and Gentlemen: This opinion is being furished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of that certn Trust Indenture, dated as of September 1, 1992, as heretofore' amended and supplemented (the "Original Indenture"), between Converse County, Wyoming (the "Issuer") and The Ban of New York Mellon Trust Company, N.A., as successor trstee (the "Trustee") and (b) Section 4.03(b) of that cert Loan Agreement, dated as of September 1, 1992.(the "Original Loan Agreement"), between the Issuer and PacifiCorp (the "Company"). Pnor to the date hereof, payment of pnncipal and purchase pnce of and interest on the Bonds was not secured by a credit facilty. On the date hereof, the Company desires to deliver a Letter of Credit (the "Letter of Credit") to be issued by Wells Fargo Bank, National Association (the "Bank"), for the benefit of the Trustee. In order to provide for the delivery of the Letter of Credit and to make certain other permtted changes in connection therewith to the Onginal Indenture and the Onginal Loan Agreement, (a) the Company, puruant to Section 12.02 of the Original Indentue, has requested the Issuer and the Trustee to enter into the Third Supplemental Trust Indentue, dated as of September 1, 2010 (the "Third Supplemental Indenture"), in order to amend and restate the Origial Indentue and (b) the Company and the Issuer, pursuant to Section 12.06 of the Onginal Indentue and Section 9.04 of the Onginal Loan Agreement, have determned to D-l enter into the First Supplemental Loan Agreement, dated as of September 1, 2010 (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 Third Supplemental Indentue and the First Supplemental Loan Agreement, We have examined the law and such documents and matters as we have deemed necessar to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Original Indentue 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 ofthe date hereof, we are of the opinion that: 1. The form of the restated bond prescribed in the Third Supplemental Indenture (the "Restated Bonds") .satisfies the requirements of the Act and the Onginal Indentue and the authentication of the Restated Bonds wil. not adversely affect the Tax- Exempt status ofthe Bonds. 2. The Third Supplemental Indentue is authorized or permitted by the Original Indentue and the Act and complies with their respective terms. 3. The modification, alteration, amendment or supplement of the Original Loan Agreement by the First Supplemental Loan Agreement is authorized or permtted by the Original Loan Agreement or the Original Indentue and the Act and complies with their respective terms. 4. The Third Supplemental Indentue and the Firt 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 bankptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors' rights generally or usual equitable pnncipals in the event equitable remedies should be sought. 5. The delivery of the Letter of Credit complies with the terms of the Onginal Loan Agreement. 6. The (a) execution and delivery of the Third Supplementa Indentue and the First Supplemental Loan Agreement and (b) the delivery of the Letter of Credit wil not cause interest on the Bonds to become includible in the gross income of the owners theref for purses of federal income taation. D-2 At the time of the issuance of the Bonds, Stoel Rives Boley Jones & Grey rendered their 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 Indentue, the Onginal Loan Agreement, the Tax Certificate (as defined in the Original Indentue) and other documents relating to the Bonds, or to review any other events that may have occured sinèe such approving opinion was rendered other than with respect to the Company in connection with (a) the adjustment of the interest rate on the Bonds described in our opinion dated November 12, 1999, (b) the execution and delivery of the First Supplemental Trust Indenture, dated as of November 1, 1999, (c) the execution and delivery of the Second Supplemental Trust Indenture, dated as of March 1, 2005 and (d) the execution and delivery of the Third Supplemental Indenture and the First Supplemental Loan . Agreement and the delivery of the Letter of Credit described herein. Accordingly, we do not express any opinion with respect to the Bonds, except as described above, Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to review or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. In rendenng 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 fuished to any person in connection with any offer or sale of the Bonds. Respectfully submitted, D-3 (LETTERHAD OF CHAMAN AN CUTER 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 Sweetwater County, Wyoming 80 West Flamng Gorge Way Green River, Wyoming 82935 Wells Fargo Ban, National Association 301 South College Street, 7th Floor Charlotte, North Carolina 28202 Re: $9,335,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992A $6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refuding Bonds (PacifCorp Project) Seres 1992B Ladies and Gentlemen: This opinion is being furished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of that certn Trust Indentue, dated as of September 1, 1992, as heretofore amended and supplemented (the "Original Indenture"), between Sweetwater County, Wyoming (the "Issuer") and The Bank of New York Mellon Trust Company, N.A., as successor trstee (the "Trustee") and (b) Section 4.03(b) of that certai Loan Agreement, dated as of September 1, 1992 (the "Original Loan Agreement"), between the Issuer and PacifiCorp (the "Company"). Pror to the date hereof, payment of pnncipal and purchase price of and interest on the $9,335,00 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Senes 1992A (the "Series 1992A Bonds") and the $6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Senes 1992B (the "Series 1992B Bonds" and, collectively with the Series 1992A Bonds, the "Bond") was not secured by a credit facility. On the date hereof, the Company desires to deliver a separte Letter of Credt (each a "Letter of Credit" and, collectively, the "Letters of Credit") for each Series of the Bonds to be issued by Wells Fargo Ban, National Association (the "Bank"), for the benefit of the Trustee. In order to provide for the delivery of the Letters of Credit and to make certn other permitted changes in connection therewith to the Ongial Indentue and the Onginal Loan Agrement, (a) the Company, puruant to Section 12.02 of the Original Indenture, has requeste the Issuer and the Trustee to enter into the Third Supplemental Trust Indentue, dated as of September 1, 2010 (the "Third Supplemental Indenture"), in order to amend and D-4 restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of the Onginal Indenture and Section 9.04 of the Original Loan Agreement, have determned to enter into the First Supplemental Loan Agreement, dated as of September 1,2010 (the "First Supplemental Loan Agreement"), to amend and restate the Onginal 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 Third Supplemental Indentue and the First Supplemental Loan Agreement. We have examined the law and such documents and matters as we have deemed necessar to provide this opinion letter. As to questions of fact material to the opinions expressed herein, we have relied upon the provisions of the Onginal Indentue and related documents, and upon. representations, including regarding the consent of the Owners, made to us without undertakng 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 Third Supplemental Indenture (the "Restated Bonds") satisfies the requirements of the Act and the Onginal Indenture and the authentication of the Restated Bonds wil not adversely affect the Tax- Exempt status of the Bonds. 2. The Third Supplemental Indentue is authorized or permttd by the Original Indenture and the Act and complies with their respective terms. 3. The modification, alteration, amendment or supplement of the Onginal Loan Agreement by the First Supplemental Loan Agreement is authorized or permtted by.the Onginal Loan Agreement or the Onginal Indentue and the Act and complies with their respective terms. 4. The Third Supplemental Indentue and the First Supplementa 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 banptcy, insolvency, reorganzation and other similar laws relating to the enforcement of creditors' rights generally or usual equitable pnncipals in the event equitable remedies should be sought. 5. The delivery of the Letters of Credit complies with the terms of the Orgial Loan Agreement. 6. The (a) execution and delivery of the Thd Supplemental Indentue and the Firt Supplementa Loan Agreement and (b) the delivery of the Letters of Credit wil not cause interest on the Bonds to become includible in the gross income of the owners thereof for purses of federal income taation. D-5 At the time of the issuance of the Bonds, Stoel Rives Boley Jones & Grey rendered their 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 confir that the Company and the Issuer have complied with the provisions of the Onginal Indentue, the Onginal Loan Agreement, the Tax Certificate (as defined in the Original Indentue) and other documents relating to the Bonds, or to review any other events that may have occured since such approving opinion was rendered other than with respect to the Company in connection with (a) the adjustment of the interest rate on the Bonds described in our opinion dated November 12, 1999, (b) the execution and delivery of the First Supplemental Trust Indentue, dated as of November 1, 1999, (c) the execution and delivery of the Second Supplemental Trust Indenture, dated as of March 1, 2005 and (d) the execution and delivery of the Third Supplemental Indentue and the First Supplemental Loan Agreement and the delivery of the Letters of Credit described herein. Accordingly, we do not express any opinion with respect to the Bonds, except as descnbed above. Our opinion represents our legal judgment based upon our review of the law and the facts thai 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 rendenng this opinion as Bond Counsel, we are passing only upon those matters set fort in this opinion and are not passing upon the adequacy, accuracy or completeness of any information fuished to any person in connection with any offer or sale of the Bonds. Respectflly submitted, 0-6 ApPENDIXE FORM OF LETTER ÒF CREDIT IRRVOCABLE LETTER OF CREDIT September 22, 2010 Letter of Credit No. The Bank of New York Mellon Trust Company, N.A., as Trustee 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 (as defined below) under the Indentue descnbed 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 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, U.S. Trade Services, Standby Letter of Credit Office, MAC -AOI95-212, One Front Street, 21st Floor, San Francisco, California 94111 (the "Presentation Offce"), each in the form of Anex A (an "A Drawing"), Anex B (a "B Drawingtl), Anex C (a "C Drawing"), or Annex D (a tiD Drawing") hereto (with all instretions in brackets therein being complied with). Each such demand must be presented to us (1) in its signed and dated original form at the Presentation Offce (as hereinafter defined), or (2) by facsimile transmission of such signed and dated onginal form to our facsimile number specified after our signatue on this Letter of Credit (the "Wells Fargo Fax Number"). Each such presentation must be made to the Presentation Office on a Business Day (a day on which the Presentation Office is open to conduct its letter of credit business) at or before 5 :00 p.m. local time at the Presentation Office. This Letter of Credit expires at the Presentation Offce on September 22, 2011, but shall be automatically extended, without wntten amendment, to, and shall expire on, September 22, 2012 unless on or before August 24, 2011 you have received wntten notice from us sent by express couner or registered mail to your address above, or by facsimile transmission to your Fax number (312) 827-8542 (the "Beneficiar Fax Number"), that we elect not to extend this Leter of Credit beyond the September 22, 2011, (The date on which this Letter of Credit expires purt to the precedig sentence, or if such date is not a Business Day then the fist (1 st) succeeding Business Day thereafter, wil be hereinafter referred to as the "Expiration Date".) To be effective, such notice from us must be received by you on or before August 24, 2011. E-l The amount of any demand presented hereunder wil be the amount inserted in numbered Paragraph 4 of said demand. By hononng 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 fuds of Wells Fargo Ban, National Association: (i) not later than 10:00 a.m., local time at the Presentation Offce, 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, local time at the Presentation Offce, or (ii) not later than 10:00 a.m., local time at the Presentation Office, 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, local time at the Presentation Office. Notwithstanding the foregoing, any demand presented hereunder, in full compliance with the terms hereof, for a C Drawing will be duly honored (i) not later than 11 :30 a.m., local time at the Presentation Office, 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., local time at the Presentation Office, and (ii) not later than 11 :00 a.m., local time at the Presentation Offce, 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., local time at the Presentation Offce. If the remittce 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: 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 Drawig; provided, however, that the amount of such A Drawig shall be automatically reinstated on the eighth (8th) Business Day followig the date such A Drawig is honored by us, unless (i) you shall have received notice from us sent to you at your above address by express couner or registered mail, or by facsimile transmission to the Beneficiar Fax Number, no later than seven (7) Business Days after such A Drawig is honored by us that there shall be no such reinstatement, or (ii) such eighth (8th) Business Day falls after the Expiration Date; With respect to each B Drwing paid by us, the total amount of this Letter of Credit shall be reduced with respect to all demads presented to us after the time we receive such B Drawing by the sum of (1) the amount insered as pricipal in pargrph E-2 5(A) of the B Drawing plus (2) the greater of (a) the amount inserted as interest in paragraph 5(B) of the B Drawing and (b) interest on the amount inserted as pnncipal in paragraph 5 (A) of the B Drawing calculated for 48 days at the rate of twelve percent (12%) per anum based on a year of365 days (with any frction of a cent being rounded upward to the nearest whole cent), and no part of such sum shall be reinstated; 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 pnncipal 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 Drwing and (b) interest on the amount inserted as pnncipal in paragraph SeA) of the C Drawing calculated for 48 , days at the rate of twelve percent (12%) per annum based on a year of 365 days (with any fraction of a cent being rounded upward to the nearest whole cent); provideg, however, that if the Bonds related to such C Drawing are remarketed and the remarketing proceeds are paid to us pnor 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 asis 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 durg any consecutive twenty-seven (27) calenda day penod. 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 drawig under this Letter of Credit shall be decreased automatically without amendment upon our receipt of each reduction authonzation in the form of Anex E to this Letter of Credit (with all instrctions therein in brackets being complied with) sent to us (1) in its signed and dated onginal form at the Presentation Offce, or (2) by facsimile transmission of such signed and dated onginal form to the Wells Fargo FaX Number. This Letter of Credit is subject to, and engages us in accordance with the terms of, the Uniform Customs and Practice for Documenta Credits (2007 Revision), Publication No. 600 of the International Chamber of Commerce (the "UCP" or "Governing Rules"); provided, however, tht if any provision of the UCP contricts a provision of this Letter of Credit such provision of the UCP will not be applicable to this Letter of Credt, and provided fuer that Aricle 32, the second sentence of Aricle 36, and subsection (e) of Arcle 38 of the UCP shall not apply to this Letter of Credit. Furermore, as provided in the first sentence of Arcle 36 of the UCP, we assume no liabHity or responsibilty for consequences arsing out of the interrption of our E-3 business by Acts of God, riots, civil commotions, insurections, wars, acts of terronsm, 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 üCP 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 Anex F has succeeded The Ban of New York Mellon Trust Company, N.A. or a successor trstee as Trustee under the Trust Indentue Amended and Restated as of September 1, 2010, as amended or supplemented from tie to time (the "Indentue") between County, Wyoming (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 Refuding Bonds (PacifiCorp Project) Senes (the "Bonds") were issued. Transfers may be effected only through ourelves and only upon presentation to us at the Presentation Offce of a duly signed and dated instrument of transfer in the form attached hereto as Anex F (with all instrctions therein in brackets complied with). Any transfer of this Letter of Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place for presentation of demands to a place other than the Presentation Offce. All payments hereunder shall be made from our own fuds. This Letter of Credit sets forth in ful our undertkig, and such undertking 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 Indentue), except the Governing Rules to the extent that they are 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 Governing Rules. By: San Francisco Stadby Letter of Credit Office Telephone No.: 1-800-798-2815 Facsimile No.: (415) 296-8905 WELLS FARGO BANK, NATIONAL ASSOCIATION (Authonzed Signatue L E-4 Anex A to Wells Fargo Ban, National Association Irevocable Letter of Credit No. DRAWING FOR INTEREST ON AN ORDINARY INTEREST PAYMNT DATE WELLS FARGO BANK, NATIONAL ASSOCIATION . U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE MAC AOI95-212, ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORN 94111 FOR THE URGENT ATTENTION OF STANDBY LETTER OF CREDIT OFFICE (INSERT NAME OF BENEFICIAY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BAN NATIONAL ASSOCIATION (THE "BAN") WITH REFERENCE TO IRRVOCABLE LETTER OF CREDIT NO. (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINSS DAY", THE "INDENTURE", AN THE "PRESENTATION OFFICE" USED HEREIN SHAL HAVE THEIR RESPECTIVE MEANGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNER THE INENTUR. (2) THE TRUSTEE IS MAG A DEMAD UNER THE LETTER OF CREDIT FOR PAYMNT, ON AN INTEREST PAYMENT DATE (AS DEFIND IN THE INENTUR), OF UNAID INTEREST ON THE BONDS. (3) THE AMOUNT OF THS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS AND THE INENTU AN is DEMAED IN ACCORDANCE WITH THE INENTRE, WHICH AMOUN PLEASE REMIT TO THE UNERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUN HEREBY DEMAED UNER 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 REGARING THE AMOUN OF TilS DEMA AN THE DATE AND TI BY WHCH PAYMNT IS DEMADED, HOWEVER, SUCH CONTACT, WHTHER OR NOT ATTEMPTED OR MAE, is NOT A CONDITION TO HONORIG A DEMA FOR PAYMNT MADE PURSUAN HERETO. E-5 (6) IF THIS DEMAND is RECEIVED AT THE PRESENTATION OFFICE BY YOU AT OR BEFORE NOON, LOCAL TIME AT THE PRESENTATION OFFICE ON A BUSINSS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., LOCAL TIME AT THE PRESENT A TION OFFICE, ON THE NEXT BUSINSS DAY; IF THIS DEMAND IS RECEIVED BY YOU AT TH PRESENTATION OFFICE AFTER NOON, LOCAL TIME AT THE PRESENTATION OFFICE, ON A BUSINSS DAY, YOU MUST MAK PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE, ON THE SECOND BUSINSS DAY FOLLOWIG SUCH BUSINSS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATUR AN DATE) E-6 Anex B to Wells Fargo.Bank, National Association Irevocable Letter of Credit No. DRAWING FOR PRINCIPAL AND INTEREST UPON AN OPTIONAL OR MANATORY REDEMPTION OF LESS THAN ALL THE BONDS WELLS FARGO BAN, NATIONAL ASSOCIATION U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE MAC AOI95-212, ONE FRONT STREET, 21ST FLOOR SAN FRACISCO, CALIFORN 94111 FOR THE URGENT ATTENTION OF STANBY LETTER OF CREDIT OFFICE. (INSERT NAME OF BENEFICIAY) (THE "TRUSTEE") HEREBY CERTIFIES TO WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BAN") WITH REFERENCE TO IRRVOCABLE LETTER OF CREDIT NO. (THE "LETTER OF CREDIT"; THE TERMS THE "BONDS", "BUSINSS DAY", THE "INDENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHAL HA VB THIR RESPECTI MEANIGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE.OR'A SUCCESSOR TRUSTEE UNER THE INENTUR. (2) THE TRUSTEE IS MAKIG A DEMAD UNER THE LETTER OF CREDITFOR PAYMNT OF THE PRICIPAL AMOUNT OF, AN THE UNAID INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR MAATORY REDEMPTION OF LESS THA ALL OF THE BONDS CURRNTY OUTSTANING. (3) THE AMOUN OF THS DEMAND FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH TH TERMS AND CONDITIONS OF THE BONDS AND THE INENTUR AN IS DEMADED IN ACCORDANCE WITH THE INENTU, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUN HEREBY DEMAED UNER THE LETTER OF CREDIT IS $(INSERT AMOUN WHCH IS THE SUM OF THE TWO AMOUNS INSERTED IN PARGRAH 5 BELOW). (5) THE AMOUN HEREBY DEMAED IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMNT OF THE PRICIPAL OF THE REDEEMED BONDS AN (B) E-7 $(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 REGARING TH AMOUNT OF THIS DEMAND AN THE DATE AND TIME BY WHICH PAYMNT IS DEMADED, HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORIG A DEMAND FOR PAYMNT MAE PURSUANT HERETO. (7) IF THIS DEMAD IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, LOCAL TIME AT THE PRESENTATION OFFICE ON A BUSINSS DAY, YOU MUST MA PAYMENT ON THIS DEMAND AT 'OR BEFORE 10:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE, ON THE NEXT BUSINSS DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, LOCAL TIME AT THE PRESENTATION OFFICE, ON A BUSINESS DAY, YOU MUST MA PAYMENT ON THIS DEMA AT OR BEFORE. 1 0:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINSS DAY. (INSERT NAME OF BENEFICIAY) (INSERT SIGNATUR AN DATE) E-8 Anex C to Wells Fargo Ban, National Association Irevocable Letter of Credit No. DRAWING FOR PRINCIPAL AND INTEREST ON BONDS WHICH THE REMARKTING AGENT CANNOT REMAT WELLS FARGO BAN, NATIONAL ASSOCIATION U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE MAC AOI95-212, ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORNIA 94111 FOR THE URGENT ATTENTION OF STANBYLETTER OF CREDIT OFFICE. (INSERT NAME OF BENEFICIAY) (THE "TRUSTEE") HEREJ3Y 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", "BUSINSS DAY", THE "INENTURE", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIV MEANGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE is THE TRUSTEE OR A SUCCESSOR TRUSTEE UNER THE INENTUR. (2) THE TRUSTEE IS MAG A DEMAD UNER THE LETTER OF CREDIT FOR PAYMENT OF THE PRICIPAL AMOUNT OF, AND INTEREST DUE ON, THOSE BONDS WHICH THE REMATING AGENT (AS DEFIND IN THE INDENT) HAS BEEN UNABLE TO REMAT WITHIN THE TIME LIMITS ESTABLISHED IN THE INDENTURE. (3) THE AMOUN OF THIS DEMA FOR PAYMENT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AN CONDITIONS OF THE BONDS AND TH INENTU AN IS DEMADED IN ACCORDANCE WITH THE INENTURE, WHICH AMOUNT PLEASE REMIT TO THE UNDERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTR OF CREDIT IS $(INSERT AMOUN WHCH IS THE SUM OF THE TWO AMOUNTS INSERTED IN PARGRAH 5 BELOW). (5) THE AMOUNT OF THIS DEMAD IS EQUAL TO THE SUM OF (A) $(lSERT AMOUNT) BEING DRAWN WITH RESPECT TO TH PAYMNT OF PRICIPAL OF TH BONDS AN (B) $(INSERT E-9 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 REGARING THE AMOUNT OF THIS DEMA AND THE DATE AND TIME BY WHICH PAYMNT IS DEMADED, HOWEVER, SUCH CONTACT, vnTHER OR NOT ATTEMPTED OR MADE, IS NOT A CONDITION TO HONORIG A DEMAND FOR PAYMNT MAE PURSUANT HERETO. (7) IF THIS DEMAD IS RECEIVED BY YOU AT THE PRESENTATIONOFFICE AT OR BEFORE 9:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE ON A BUSINSS DAY, YOU MUST MAK PAYMNT ON THIS DEMAD AT OR BEFORE 11:30 A.M., LOCAL TIME AT THE PRESENTATION OFFICE, ON SAID BUSINSS DAY. IF THIS . DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER 9:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE, ON A BUSINSS DAY, YOU MUST MA PAYMENT ON THIS DEMAND AT OR BEFORE 11 :00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE, ON THE BUSINSS DAY FOLLOWING SAID BUSINSS DAY. (INSERT NAM OF BENEFICIAY) (INSERT SIGNATUR AND DATE) E-I0 Anex D to Wells Fargo Ban National Association . Irrevocable Letter of Credit No. DRAWING FOR TOTAL UNPAID PRINCIPAL AND INTEREST ON ALL BONDS UPON THEIR STATED MATURITY, ACCELERATION, MANDATORY TENDER, OR REDEMPTION WELLS FARGO BANK, NATIONAL ASSOCIATION U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE MAC AOI95-212, ONE FRONT STREET, 21ST FLOOR SAN FRANCISCO, CALIFORN 94111 FOR THE URGENT ATTENTION OF THE STANDBY LETTER OF CREDIT OFFICE (INSERT NAME OF BENEFICIAY) (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 "INDENTU", AND THE "PRESENTATION OFFICE" USED HEREIN SHALL HAVE THEIR RESPECTIVE MEANIGS SET FORTH IN THE LETTER OF CREDIT) THAT: (1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNER THE INENTURE, (2) THE'TRUSTEE IS MAG A DEMAD UNER THE LETTER OF CREDIT FOR PAYMENT OF THE TOTAL UNAID PRICIPAL OF, AND UNAI INTEREST ON, ALL OF THE BONDS WHICH AR CURRNTLY OUTSTANDING UPON (A) THE STATED MATUTY OF ALL SUCH BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWIG AN EVENT OF DEFAULT UNER THE INDENTURE (C) (TH MANDATORY TENDER OF ALL SUCH BONDS,) OR (D) THE REDEMPTION OF ALL SUCH BONDS. (3) THE AMOUNT OF THS DEMAND FOR PAYMNT WAS COMPUTED IN ACCORDANCE WITH THE TERMS AN CONDITIONS OF THE BONDS AND THE INENTU AN is DEMADED IN ACCORDANCE WITH THE INENTURE, WHICH AMOUN PLEASE REMIT TO THE UNERSIGNED AS FOLLOWS: (INSERT REMITTANCE INSTRUCTIONS). (4) THE AMOUNT HEREBY DEMAED UNER THE LETTER OF CREDIT IS $(INSERT AMOUNT WHICH is TH SUM OF THE TWO AMOUNTS SET FORTH IN PARGRAH 5, BELOW). E-ll (5) THE AMOUNT OF THIS DEMAD IS EQUAL TO THE SUM OF (A) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO THE PAYMNT OF THE UNPAID PRICIPAL OF THE OUTSTANING BONDS AND (B) $(INSERT AMOUNT) BEING DRAWN WITH RESPECT TO TH PAYMNT OF THE UNAID INEREST ON THE OUTSTANDING BONDS. (6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION OFFICE REGARDING THE AMOUN OF THIS DEMA AN THE DATE AND TIME BY WHICH PAYMENT IS DEMADED, HOWEVER, SUCH CONTACT, WHETHER OR NOT ATTEMPTED OR MAE, IS NOT A CONDITION TO HONORIG A DEMAND FOR PAYMNT MADE PURSUANT HERETO. (7) IF THIS DEMAD IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AT OR BEFORE NOON, LOCAL TIME AT THE PRESENTATION OFFICE ON A BUSINESS DAY, YOU MUST MA PAYMENT ON TilS DEMAND AT OR BEFORE 10:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE, ON THE NEXT BUSINESS DAY. IF TilS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE AFTER NOON, LOCAL TIME AT THE PRESENTATION OFFICE, ON A BUSINESS DAY, YOU MUST MAKE PAYMNT ON THIS DEMA AT OR BEFORE 10:00 A.M., LOCAL TIM AT THE PRESENTATION OFFICE, ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINSS DAY. (INSERT NAME OF BENEFICIARY) (INSERT SIGNATUR AND DATE) E-12 Anex E to Wells Fargo Ban, National Association Irevocable Letter of Credit No. LETTER OF CREDIT REDUCTION AUTHORIZATION WELLS FARGO BAN, NATIONAL ASSOCIATION U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE MAC AOI95-212, ONE FRONT STREET, 21ST FLOOR SAN FRACISCO, CALIFORN 94111 FOR THE URGENT ATTENTION OF THE STANDBY LETTER OF CREDIT OFFICE (INSERT NAME OF BENEFICIARY), WITH REFERENCE. TO LETTER OF CREDIT NO. ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BAN"), HEREBY UNCONDITIONALLY AND IRRVOCABLY REQUESTS THAT THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWIG UNDER THE LETTER OF CREDIT BY $(INSERT AMOUNT), (FOR SIGNED REDUCTION AUTHORIZATIONS ONLY) (INSERT NAME OF BENEFICIARY) By: (INSERT SIGNATUR) TITLE: (INSERT TITLE) DATE: (INSERT DATE) E-13 Annex F to Wells Fargo Bank, National Association Irevocable Leter of Credit No. TRASFER OF LETTER OF CREDIT WELLS FARGO BAN, NATIONAL ASSOCIATION U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE MAC AOI95-212, ONE FRONT STREET, 21ST FLOOR SAN FRACISCO, CALIFORN 94111 FOR THE URGENT ATTENTION OF THE STANDBY LETTER OF CREDIT OFFICE (INSERT DATE) Subject: Your Letter of Credit No. Ladies and Gentlemen: For value received, we hereby irrevocably transfer all of our nghts 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 nghts as beneficiar under the Letter of Credit, including sole nghts relating to any amendments, whether increases or extensions or other amendments, and whether now existing or hereafter made. You are hereby irevocably instrcted to advise futue amendment( s) of the Letter of Credit to the trsferee without our consent or notice to us. The ongial Letter of Credit is retued 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 trsferred. You are hereby advised that the tranferee named above has succeeded The Ban of New York Mellon Trust Company, N,A., or a successor trtee as Trustee under the Trust Indentue Amended and Restated as of September 1, 2010, as amended or supplemented from time to time (the "Indentue") beteen County, Wyoming (the "Issuer") and The Ban of New York Mellon Trust Company, N.A., as Trustee, pursuat to which U.S. $ in aggregate E-14 pnncipal amount of the Issuer's Pollution Control Revenue Refuding Bonds (PacifiCorp Project) Series _ (the "Bonds") were issued. Very trly yours, (Insert Name of Transferor) By: (Insert Name and Title) TRASFEROR'S SIGNATURE GUARTEED By: (Bank Name) By: (Insert Name and Title) By its signatue below, the undersigned transferee acknowledges that it has duly succeeded The Ban of New York Mellon Trust Company or a successor trtee as Trutee under the Indentue. (Insert Name of Transferee) By: (Insert Name and Title) Telephone:(Insert Telephone Number) E-15 (Ths Page Intentionaly Left Blan)