20130412Report, New Credit Support Arrangements.pdf

ROCKY MOUNTAIN
POWER
A DIVISION OF PACIFICORP
Aprill2, 2013
VIA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
4 72 West Washington Street
Boise, Idaho 83 720
Attn: Ms. Jean Jewell
Commission Secretary
201 South Main, Suite 2300
Salt Lake City, Utah 84111
Re: Case No. PAC-E-03-1 Order No. 29201, Case No. PAC-S-90-1 Order No. 23188,
Case No. PAC-S-91-1 Order No. 25443
Report of New Credit Support Arrangements
Pursuant to the referenced Orders, PacifiCorp (the "Company") submits to the Commission a
complete original copy, four copies of the cover letter, and a Confidential and Non-Confidential
CD of the following documents:
1. Reoffering Circulars dated March 18, 2013, March 21, 2013, March 22, 2013 and March
27, 2013 (nine documents)
2. Confidential and Redacted First Amendment to Reimbursement Agreements, dated
March 27,2013, among the Company and JPMorgan Chase Bank, NA, as Letter of
Credit Issuing Bank for the following Bond issues:
a. $45,000,000 Emery County, Utah Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1991
b. $45,000,000 City of Forsyth, Rosebud County, Montana Customized Purchase
Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series 1988
3. Confidential and Redacted Amended and Restated Letter of Credit Agreements, dated
March 27,2013, among the Company and Wells Fargo Bank, NA, as Letter of Credit
Issuing Bank for the following Bond issues:
a. $9,365,000 Carbon County, Utah Pollution Control Revenue Refunding Bonds,
Series 1994 (PacifiCorp Project)
b. $8,190,000 Converse County, Wyoming Pollution Control Revenue Refunding
Bonds, Series 1994 (PacifiCorp Project)
c. $40,655,000 Moffat County, Colorado Pollution Control Revenue Refunding
Bonds, Series 1994 (PacifiCorp Project)
Idaho Public Utilities Commission
Aprill2, 2013
Page2
d. $121,940,000 Emery County, Utah Pollution Control Revenue Refunding Bonds,
Series 1994 (PacifiCorp Project)
e. $15,060,000 Lincoln County, Wyoming Pollution Control Revenue Refunding
Bonds, Series 1994 (PacifiCorp Project)
f. $21,260,000 Sweetwater County, Wyoming Pollution Control Revenue
Refunding Bonds, Series 1994 (PacifiCorp Project)
4. Confidential and Redacted Letter of Credit and Reimbursement Agreements, dated
March 26, 2013, among the Company and The Bank ofNova Scotia, as letter of credit
bank for the following Bond issues:
a. $24,400,000 Sweetwater County, Wyoming Environmental Improvement
Revenue Bonds (PacifiCorp Project) Series 1995
b. $22,485,000 Converse County, Wyoming Pollution Control Revenue Refunding
Bonds (PacifiCorp Project) Series 1992
c. $45,000,000 Lincoln County, Wyoming Pollution Control Revenue Refunding
Bonds (PacifiCorp Project) Series 1991
d. $70,000,000 Sweetwater County, Wyoming Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1990A
e. $9,335,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding
Bonds (PacifiCorp Project) Series 1992A
f. $6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding
Bonds (PacifiCorp Project) Series 1992B
5. Confidential and Redacted Letter of Credit and Reimbursement Agreements, dated
March 26,2013, among the Company and The Royal Bank of Scotland PLC, as letter of
credit bank for the following Bond issues:
a. $50,000,000 Sweetwater County, Wyoming Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988A
b. $11,500,000 Sweetwater County, Wyoming Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988B
c. $41,200,000 City of Gillette, Campbell County, Wyoming Customized Purchase
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988
Because PacifiCorp has not issued any new securities in connection with the referenced
transactions, no Report of Securities Issued is enclosed.
The enclosed documents listed in items 2 and 3 above relate to letters of credit previously issued
through a credit agreement that was subsequently terminated and replaced. PacifiCorp arranged
for these letters of credit to be transferred to the Company's new credit agreement.1 The letters
of credit provide credit enhancement and help assure timely payment of amounts due with
1 This new credit agreement will be provided as required, separately under the applicable docket.
Idaho Public Utilities Commission
April12, 2013
Page 3
respect to each PCRB series and should assist with continuing to achieve a low cost of money
with respect to the financings.
PacifiCorp arranged for replacement letters of credit listed in items 4 and 5 to provide credit
enhancement and help assure timely payment of amounts due with respect to each PCRB series.
These new letters of credit were arranged to replace similar prior letters of credit and are
expected to enable PacifiCorp to continue to achieve a low cost of money with respect to the
financings.
Under penalty of perjury, I declare that I know the contents of the enclosed documents, and they
are true, correct and complete.
Please contact me at [phone] or Ted Weston, Idaho Regulatory Manager, if you have any
questions about this letter or the enclosed documents.
Sincerely,
Tanya Sacks
Assistant Treasurer
Enclosures
CC: Terri Carlock
Ted Weston
4816-3559-8867.6
REOFFERING-NOT NEW ISSUES
SUPPLEMENT, DATED MARCH 18, 2013, TO REOFFERING CIRCULAR, DATED SEPTEMBER 15, 2010
The opinions of Stoel Rives Boley Jones & Grey, Portland, Oregon, delivered on September 29, 1992 stated that under then
existing laws, court decisions, rulings and regulations: (a) assuming continuing compliance by the Issuers with their covenants relating to
the federal tax-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 tax purposes in the gross incomes of the Owners thereof (other than any
Owner who is a “substantial user” of the Facilities relating to such Bonds or a “related person” as such terms are used in Section 147(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 taxes 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 federal alternative minimum tax imposed on individuals, corporations and other taxpayers. Such opinion
has not been updated. In the opinions of Chapman and Cutler to be delivered in connection with the delivery of the Replacement Letters of
Credit, the delivery of the Replacement Letters of Credit will not adversely affect the status of interest on the related Bonds as not
includible in the gross income of the owners thereof for federal income tax purposes. See “TAX EXEMPTION” herein for a more
complete discussion.
DELIVERY OF ALTERNATE CREDIT FACILITY
$38,125,000
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Projects)

$22,485,000
Converse County, Wyoming
Series 1992
Due: December 1, 2020
(CUSIP 212491 AN41)
$9,335,000
Sweetwater County, Wyoming
Series 1992A
Due: December 1, 2020
(CUSIP 870487 CH61)
$6,305,000
Sweetwater County, Wyoming
Series 1992B
Due: December 1, 2020
(CUSIP 870487 CJ21)

PURCHASE DATE: MARCH 25, 2013
The Bonds of each issue are limited obligations of the applicable Issuer payable solely from and secured by a pledge of payments to be made
under a separate Loan Agreement for each issue between such Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015, unless earlier terminated or extended, each issue of Bonds will be supported by a
separate Irrevocable Transferrable Direct Pay Letter of Credit (each, a “Replacement Letter of Credit”) each issued, with respect to the Bonds by the
New York Agency of
THE BANK OF NOVA SCOTIA
Under each Replacement Letter of Credit, the Trustee will be entitled to draw up to (a) an amount sufficient to pay (i) the outstanding unpaid
principal amount of the applicable Bonds or (ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus (b) an
amount sufficient to pay (i) up to 48 days’ accrued interest on such Bonds, in each case calculated at the maximum rate of 12% per annum and on the basis
of a year of 365 days or (ii) the portion of the purchase price of the applicable Bonds corresponding to such accrued interest. The Replacement Letters of
Credit will only be available to be drawn while the Bonds bear interest at a daily rate or a weekly rate pursuant to the Indenture. Failure to pay the purchase
price when due and payable is an event of default under the Indenture.
The Bonds of each issue are currently supported by separate Letters of Credit issued by Wells Fargo Bank, National Association (each, an
“Existing Letter of Credit”). On March 26, 2013, each Replacement Letter of Credit will be delivered to the Trustee in substitution for the applicable
Existing Letter of Credit, and thereafter the Bonds will not have the benefit of the Existing Letters of Credit.
As of the date hereof, the Bonds of each issue bear interest at a Weekly Interest Rate. The Bonds bearing interest at a Weekly Interest Rate are
issuable as fully registered Bonds without coupons, initially in the denomination of $100,000 and integral multiples of $100,000 in excess thereof. Interest
on Bonds of each issue will be payable on the Interest Payment Date applicable to such issue of Bonds. The Depository Trust Company, New York,
New York (“DTC”), will continue to act as a securities depository for the Bonds. The Bonds are registered in the name of Cede & Co., as registered owner
and nominee of DTC, and, except for the limited circumstances described herein, beneficial owners of interests in the Bonds will not receive certificates
representing their interests in the Bonds. Payments of principal of, and premium, if any, and interest on the Bonds will be made through DTC and its
Participants and disbursements of such payments to purchasers will be the responsibility of such Participants.
Certain legal matters related to the delivery of the Replacement Letters of Credit will be passed upon by Chapman and Cutler LLP, Bond
Counsel to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq., counsel to the Company.
The Bonds are reoffered, subject to prior sale and certain other conditions.
J.P. Morgan
as Remarketing Agent

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

4816-3559-8867.6
No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than
those contained in this Supplement to Reoffering Circular in connection with the reoffering made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the Issuers, PacifiCorp, The Bank of Nova Scotia or the Remarketing
Agent. Neither the delivery of this Supplement to Reoffering Circular nor any sale hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Issuers, The Bank of Nova Scotia or PacifiCorp since the date hereof. The Issuers
have not and will not assume any responsibility as to the accuracy or completeness of the information in this Supplement to Reoffering Circular.
No representation is made by The Bank of Nova Scotia as to the accuracy, completeness or adequacy of the information contained in this
Supplement to Reoffering Circular, except with respect to Appendix B hereto. The Bonds are not registered under the Securities Act of 1933, as
amended. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity has passed upon the
accuracy or adequacy of this Supplement to Reoffering Circular.
In connection with this offering, the Remarketing Agent may overallot or effect transactions which stabilize or maintain the market
price of the securities offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced,
may be discontinued at any time.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement to Reoffering Circular: The
Remarketing Agent has reviewed the information in the Supplement to Reoffering Circular in accordance with, and as part of, their
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of the transaction, but the Remarketing
Agent does not guarantee the accuracy or completeness of such information.
TABLE OF CONTENTS
Page
GENERAL INFORMATION ...................................................................................................................................... 1
THE LETTERS OF CREDIT AND THE REIMBURSEMENT AGREEMENTS ..................................................... 4
THE LETTERS OF CREDIT ...................................................................................................................................... 4
THE REIMBURSEMENT AGREEMENTS ............................................................................................................... 5
REMARKETING AGENT ........................................................................................................................................ 12
TAX EXEMPTION ................................................................................................................................................... 13
MISCELLANEOUS .................................................................................................................................................. 14

APPENDIX A — PACIFICORP
APPENDIX B — THE BANK OF NOVA SCOTIA
APPENDIX C — APPROVING OPINIONS OF BOND COUNSEL (SEPTEMBER 29, 1992)
APPENDIX D — PROPOSED FORMS OF OPINIONS OF BOND COUNSEL
APPENDIX E — REOFFERING CIRCULAR DATED SEPTEMBER 15, 2010
APPENDIX F — FORMS OF LETTERS OF CREDIT

4816-3559-8867.6
$38,125,000
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Projects)
$22,485,000
Converse County, Wyoming
Series 1992
$9,335,000
Sweetwater County, Wyoming
Series 1992A
$6,305,000
Sweetwater County, Wyoming
Series 1992B

GENERAL INFORMATION
THE REOFFERING CIRCULAR DATED SEPTEMBER 15, 2010, A COPY OF WHICH IS
ATTACHED HERETO AS APPENDIX E (THE “ORIGINAL REOFFERING CIRCULAR” AND, TOGETHER
WITH THIS SUPPLEMENT TO REOFFERING CIRCULAR, THE “REOFFERING CIRCULAR”), WAS
PREPARED IN CONNECTION WITH THE OFFERING OF THREE SEPARATE ISSUES OF BONDS
RELATING TO THE COMPANY.
THIS SUPPLEMENT TO REOFFERING CIRCULAR DOES NOT CONTAIN COMPLETE
DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION WHICH IS SET FORTH IN THE
ORIGINAL REOFFERING CIRCULAR, EXCEPT WHERE THERE HAS BEEN A CHANGE IN THE
DOCUMENTS OR MORE RECENT INFORMATION SINCE THE DATE OF THE ORIGINAL REOFFERING
CIRCULAR. THIS SUPPLEMENT TO REOFFERING CIRCULAR SHOULD THEREFORE BE READ ONLY
IN CONJUNCTION WITH THE ORIGINAL REOFFERING CIRCULAR.
This Supplement to Reoffering Circular is provided to furnish certain information with
respect to the reoffering of three separate issues of revenue refunding bonds (collectively, the
“Bonds”) in the aggregate principal amount of $38,125,000, issued by the respective issuers
(individually, the “Issuer,” and, collectively, the “Issuers”), as follows:
(i) $22,485,000 aggregate principal amount of Converse County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series 1992 (the
“Converse Bonds”);
(ii) $9,335,000 aggregate principal amount of Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series 1992A (the
“Sweetwater 1992A Bonds”); and
(iii) $6,305,000 aggregate principal amount of Sweetwater County, Wyoming
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”).
The Converse Bonds and the Sweetwater Bonds were issued pursuant to separate Trust
Indentures, each dated as of September 1, 1992, each as heretofore amended and supplemented
(individually, an “Original Indenture” and, collectively, the “Original Indentures”), and as
further amended and restated by separate Third Supplemental Trust Indentures, 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 Bank of New York Mellon
Trust Company, N.A., as Trustee (the “Trustee”). The Original Indentures, as amended and

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4816-3559-8867.6
restated by the Third Supplemental Indentures, are sometimes individually referred to herein as
an “Indenture” and collectively as the “Indentures.”
Pursuant to separate Loan Agreements, 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 principal 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 Original
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 Bonds of each issue contain substantially the same terms and provisions as, but will
be entirely separate from, the Bonds of any other issue. The Bonds of one issue will not be
payable from or entitled to any revenues delivered to the Trustee in respect of Bonds of any other
issue. The mechanism for determining the interest rate may result in a rate for the Bonds of one
issue different from that of the Bonds of any other issue. Redemption of the Bonds of one issue
may be made in the manner described in the Reoffering Circular without redemption of any other
issue, and a default in respect of the Bonds of one issue will not of itself constitute a default in
respect of the Bonds of any other issue; however, the same occurrence may constitute a default
with respect to the Bonds of all issues.
The Bonds of each issue, together with premium, if any, and interest thereon, are
limited and not general, obligations of the applicable Issuer not constituting or giving rise
to a pecuniary liability of the applicable Issuer nor any charge against its general credit or
taxing powers nor an indebtedness of or a loan of credit thereof, shall be payable solely
from the applicable Revenues (as defined in the applicable Indenture and which includes
moneys drawn under the Letter of Credit) and other moneys pledged therefor under the
applicable Indenture, and shall be a valid claim of the respective holders thereof only
against the applicable Bond Fund (as defined in the applicable Indenture), Revenues and
other moneys held by the Trustee as part of the applicable Trust Estate (as defined in the
applicable Indenture). The Issuers shall not be obligated to pay the purchase price of any
of the Bonds from any source.
No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement contained in any Indenture, against any past, present or future
officer or employee of any Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through any Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of

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4816-3559-8867.6
and in consideration for the execution of each Indenture and the issuance of any of the
Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the three separate Letters of Credit, each dated September 22, 2010 (individually, a “Existing
Letter of Credit” and, collectively, the “Existing Letters of Credit”) and issued by Wells Fargo
Bank, National Association (the “Prior Bank”), with respect to each issue of Bonds, each of
which has supported payment of the principal, interest and purchase price of the applicable
Bonds since the date the Existing Letters of Credit were issued. Pursuant to the Indentures, the
Company has elected to replace each Existing Letter of Credit with a separate Irrevocable
Transferrable Direct Pay Letter of Credit (individually, the “Letter of Credit,” and, collectively,
the “Letters of Credit”) to be issued by The Bank of Nova Scotia, a bank organized under the
laws of Canada, acting through its New York Agency (the “Bank”). The three Letters of Credit
will be delivered to the Trustee on March 26, 2013 (the “Effective Date”) and, after such date, the
Bonds will not have the benefit of the Existing Letters of Credit.
With respect to the Bonds of each issue, the Trustee will be entitled to draw under the
related Letter of Credit up to (a) an amount sufficient to pay (i) the outstanding unpaid principal
amount of the applicable Bonds or (ii) the portion of the purchase price of such Bonds
corresponding to such unpaid principal amount plus (b) an amount sufficient to pay (i) up to
48 days’ accrued interest on the applicable Bonds (in each case calculated at the maximum rate
of 12% per annum and on the basis of a year of 365 days) or (ii) the portion of the purchase price
of the applicable Bonds corresponding to such accrued interest. Each Letter of Credit will only
be available to be drawn on with respect to related Bonds bearing interest at a daily rate or a
weekly rate under the Indenture.
After the date of delivery of the Letters of Credit, the Company is permitted under the
Agreements and the Indentures to provide a substitute letter of credit (the “Substitute Letter of
Credit”), which is issued by the same Bank that issued the then existing Letter of Credit and
which is identical to such Letter of Credit except for (i) an increase or decrease in the Interest
Coverage Rate (as defined in the Indenture), (ii) an increase or decrease in the Interest Coverage
Period (as defined in the Indenture) or (iii) any combination of (i) and (ii). As used hereafter,
“Letter of Credit” shall, unless the context otherwise requires, mean such Substitute Letter of
Credit from and after the issuance date thereof. The Company also is permitted under the
Agreements and Indentures to provide for the delivery of an alternate credit facility, including a
letter of credit of a commercial bank or a credit facility from a financial institution, or any other
credit support agreement or mechanism arranged by the Company (which may involve a letter of
credit or other credit facility or first mortgage bonds of the Company or an insurance policy), the
administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. See “THE LETTERS OF CREDIT” and the Reoffering Circular
under the caption “THE BONDS—Purchase of Bonds.”
Prior to the delivery of the Letters of Credit, the Bonds of each issue were bearing
interest at a Weekly Interest Rate. Following the delivery of the Letters of Credit, the Bonds of
each issue will continue to bear interest at a Weekly Interest Rate; each subject to the right of the

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4816-3559-8867.6
Company to cause the interest rate on the Bonds of each issue to be converted to other interest
rate determination methods as described in the Reoffering Circular.
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof.
Brief descriptions of the Issuers, the Bonds, the Letters of Credit, the Reimbursement
Agreements, the Agreements and the Indentures are included in this Supplement to Reoffering
Circular, including the Original Reoffering Circular attached as Appendix E hereto. Information
regarding the business, properties and financial condition of the Company is included in
Appendix A attached hereto. A brief description of the Bank is included as Appendix B hereto.
The descriptions herein, including in Appendix E, of the Agreements, the Indentures, the Letters
of Credit and the Reimbursement Agreements are qualified in their entirety by reference to such
documents, and the descriptions herein of the Bonds are qualified in their entirety by reference to
the forms thereof and the information with respect thereto included in the aforesaid documents.
All such descriptions are further qualified in their entirety by reference to laws and principles of
equity relating to or affecting the enforcement of creditors’ rights generally. Copies of such
documents may be obtained from the principal corporate trust office of the Trustee in Chicago,
Illinois and at the principal offices of the Remarketing Agent in New York, New York. The
letters of credit described in the Original Reoffering Circular are no longer in effect as of
March 26, 2013 and the information in the Original Reoffering Circular with respect thereto
should be disregarded.
THE LETTERS OF CREDIT AND THE REIMBURSEMENT AGREEMENTS
The following is a brief summary of certain provisions of the Replacement Letters of
Credit and those certain Letter of Credit and Reimbursement Agreements, each dated
March 26, 2013, as amended and supplemented, and each between the Company and The
Bank of Nova Scotia (together with all related documents, the “Reimbursement Agreements”).
This summary is not a complete recital of the terms of the Replacement Letters of Credit or the
Reimbursement Agreements and reference is made to each Replacement Letter of Credit or each
Reimbursement Agreement, as applicable, in its entirety.
THE LETTERS OF CREDIT
Each Replacement Letter of Credit will be an irrevocable direct pay obligation of the
Bank to pay to the Trustee, upon request and in accordance with the terms thereof, up to (a) an
amount sufficient to pay (i) the outstanding unpaid principal amount of the applicable Bonds or
(ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal
amount plus (b) an amount sufficient to pay (i) up to 48 days’ accrued interest on such Bonds (in
each case calculated at the maximum rate of 12% per annum and on the basis of a year of
365 days) or (ii) the portion of the purchase price of the applicable Bonds corresponding to such
accrued interest. The Replacement Letters of Credit will only be available to be drawn while the
Bonds bear interest at a daily rate or a weekly rate pursuant to the related Indenture. The
Replacement Letters of Credit will be substantially in the forms attached hereto as Appendix F.
The Replacement Letters of Credit will be issued pursuant to three separate Letter of Credit
Reimbursement Agreements, each dated March 26, 2013 (each, a “Reimbursement Agreement”),
and each between the Company and the Bank.

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4816-3559-8867.6
The Bank’s obligation under each Replacement Letter of Credit will be reduced to the
extent of any drawings thereunder. However, with respect to a drawing by the Trustee to enable
the Remarketing Agent or the Trustee to pay the purchase price of applicable Bonds delivered
for purchase and not remarketed by the Remarketing Agent, such amounts shall be immediately
reinstated upon reimbursement. With respect to a drawing by the Trustee for the payment of
interest only on the applicable Bonds, the amount that may be drawn under the applicable
Replacement Letter of Credit will be automatically reinstated on the eighth (8th) Business Day
following the Bank’s honoring of such drawing by the amount drawn, unless the Trustee has
received notice (a “Non-Reinstatement Notice”) from the Bank by the seventh (7th) Business Day
following the date of such honoring that there will be no reinstatement.
Upon an acceleration of the maturity of Bonds due to an event of default under the
applicable Indenture, the Trustee will be entitled to draw on the applicable Replacement Letter of
Credit, if it is then in effect, to the extent of the aggregate principal amount of the Bonds
outstanding, plus up to 48 days’ interest accrued and unpaid on the Bonds (less amounts paid in
respect of principal or interest for which the Replacement Letter of Credit has not been
reinstated).
Each Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015
(such date, as it may be extended as provided in such Replacement Letter of Credit, the
“Scheduled Expiration Date”), (b) four (4) Business Days following the Trustee’s receipt of
(i) written notice from the Bank that an event of default has occurred under the related
Reimbursement Agreement or (ii) a Non-Reinstatement Notice, (c) the date that the Trustee
informs the Bank that the conditions for termination of the Replacement Letter of Credit as set
forth in the Indenture have been satisfied and that the Replacement Letter of Credit has
terminated in accordance with its terms, (d) the date that is 15 days after the conversion of the
related series of Bonds to an interest rate mode other than a daily rate or a weekly rate under the
Indenture, and (e) the date of a final drawing under the applicable Replacement Letter of Credit.
THE REIMBURSEMENT AGREEMENTS
General. The Company has executed and delivered the Reimbursement Agreements
requesting that the Bank issue an irrevocable direct pay letter of credit for each series of the
Bonds and governing the issuance thereof. Each Replacement Letter of Credit is issued pursuant
to the applicable Reimbursement Agreement.
Under each Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the related Replacement Letter of Credit, to pay certain fees and
expenses, to pay interest on any unreimbursed drawings or other amounts unpaid, and to
reimburse the Bank for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Reimbursement
Agreements, as applicable, that are not otherwise defined in this Supplement will have the
meanings set forth below.
“Applicable Law” means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and
orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders,

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4816-3559-8867.6
decisions, judgments and decrees of all courts (whether at law or in equity or admiralty)
and arbitrators.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the latest consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of such date of determination.
“Credit Documents” means, with respect to each Replacement Letter of Credit,
the related Reimbursement Agreement, Custodian Agreement, Fee Letter (each as
defined in such Reimbursement Agreement) and any and all other instruments and
documents executed and delivered by the Company in connection with any of the
foregoing.
“Debt” of any Person means, at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in the ordinary
course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all obligations of such Person as
lessee under leases that have been, in accordance with GAAP, recorded as capital leases,
(e) all obligations of such Person in respect of reimbursement agreements with respect to
acceptances, letters of credit (other than trade letters of credit) or similar extensions of
credit and (f) all guaranties.
“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in
effect from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business
(whether or not incorporated) that is considered to be a single employer with such entity
within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of
ERISA with respect to a Pension Plan; (b) the failure to make a required contribution to
any Pension Plan that would result in the imposition of a lien or other encumbrance or the
provision of security under the Internal Revenue Code (the “Code”) or ERISA, or there
being or arising any “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Code or ERISA), whether or not waived,
or the filing of any request for or receipt of a minimum funding waiver under the Internal
Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status
under ERISA; (c) the filing of a notice of intent to terminate, or the termination of any
Pension Plan under certain provisions of ERISA; (d) the institution of proceedings, or the
occurrence of an event or condition that would reasonably be expected to constitute
grounds for the institution of proceedings by the PBGC, under certain provisions of
ERISA, for the termination of, or the appointment of a trustee to administer, any Pension
Plan; (e) the complete or partial withdrawal of the Company or any of its ERISA

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4816-3559-8867.6
Affiliates from a Multiemployer Plan, the reorganization or insolvency under ERISA of
any Multiemployer Plan, or the receipt by the Company or any of its ERISA Affiliates of
any notice that a Multiemployer Plan is in endangered or critical status under certain
provisions of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to
comply with ERISA or the related provisions of the Code with respect to any Pension
Plan; (g) the Company or any of its ERISA Affiliates incurring any liability under certain
provisions of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under ERISA) or (h) the failure by the Company or any of its Subsidiaries to
comply with Applicable Law with respect to any Foreign Plan.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or
other employee benefit plan, program or arrangement (other than a Pension Plan or a
Multiemployer Plan) maintained by any Subsidiary of the Company that, under
applicable local foreign law, is required to be funded through a trust or other funding
vehicle.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental
Authority.
“Governmental Authority” means the government of the United States of America
or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.
“Material Adverse Effect” means a material adverse effect on (a) on the business,
operations, properties, financial condition, assets or liabilities (including, without
limitation, contingent liabilities) of the Company and its Subsidiaries, taken as a whole,
(b) the ability of the Company to perform its obligations under any Credit Document or
any Related Document to which the Company is a party or (c) the ability of the Bank to
enforce its rights under any Credit Document or any Related Document to which the
Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to
which (x) the Company’s percentage ownership interest multiplied by (y) the book value
of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may

8
4816-3559-8867.6
be an obligation to contribute of) the Company or any of its ERISA Affiliates or with
respect to which the Company or any of its ERISA Affiliates has, or could reasonably be
expected to have, any liability.
“Pension Plan” means any “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, maintained or
contributed to by the Company or any of its ERISA Affiliates or to which the Company
or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an
obligation to contribute to, or otherwise to have liability with respect to) such plan.
“Person” means an individual, partnership, corporation (including, without
limitation, a business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the
related Replacement Letter of Credit in connection with a tender drawing under such
Replacement Letter of Credit and owned or held by the Company or an affiliate of the
Company or by the Trustee and pledged to the Bank pursuant to the Custodian
Agreement.
“Rating Decline” means the occurrence of the following on, or within 90 days
after, the earlier of (a) the occurrence of a Change of Control (as defined below) and
(b) the earlier of (x) the date of public notice of the occurrence of a Change of Control
and (y) the date of the public notice of the Company’s (or its direct or indirect parent
company’s) intention to effect a Change of Control, which 90-day period will be
extended so long as the S&P Rating or Moody’s Rating is under publicly announced
consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P
Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” means the obligation of the Company under a
Reimbursement Agreement to reimburse the Bank for the full amount of each payment
by the Bank under the related Replacement Letter of Credit, including, without limitation,
amounts in respect of any reinstatement of interest on the related Bonds at the election of
the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds.
“Related Documents” means, with regard to each Replacement Letter of Credit,
the related Bonds, the related Indenture, the Loan Agreement (as defined in the related
Reimbursement Agreement), the Remarketing Agreement (as defined in the related
Reimbursement Agreement) and the Custodian Agreement.
“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of

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4816-3559-8867.6
the board of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.
Events of Default. Any one or more of the following events (whether voluntary or
involuntary) constitute an event of default (an “Event of Default”) under the related
Reimbursement Agreement:
(a) (i) Any principal of any Reimbursement Obligation is not paid when due
and payable or (ii) any interest on any Reimbursement Obligation or any fees or other
amounts payable under such Reimbursement Agreement or under any other Credit
Document is not paid within five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company in such
Reimbursement Agreement or by the Company (or any of its officers) in any Credit
Document or in connection with any Related Document or any document delivered
pursuant to such documents proves to have been incorrect in any material respect when
made; or
(c) (i) The Company fails to (A) preserve, and to cause its Material
Subsidiaries to preserve, their corporate, partnership or limited liability company
existence, (B) cause all Bonds that it acquires to be registered in accordance with the
Indenture and the Custodian Agreement in the name of the Company or its nominee or
(C) maintain a required debt to capitalization ratio or (D) observe certain covenants
relating to restrictions on liens, mergers, asset sales, use of proceeds, optional redemption
of the related Bonds, amendments to the Indenture and amendments to the Reoffering
Circular (as defined in the related Reimbursement Agreement), all in accordance with
such Reimbursement Agreement or (ii) the Company fails to perform or observe any
other term, covenant or agreement contained in such Reimbursement Agreement or any
other Credit Document or Related Document on its part to be performed or observed if
such failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of such Reimbursement Agreement or any other
Credit Document or Related Document to which the Company is a party shall at any time
and for any reason cease to be valid and binding upon the Company, except pursuant to
the terms thereof, or is declared to be null and void, or the validity or enforceability is
contested in any manner by the Company or any Governmental Authority, or the
Company denies in any manner that it has any or further liability or obligation under such
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or

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4816-3559-8867.6
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under such Reimbursement
Agreement) that is outstanding in a principal amount in excess of $100,000,000 in the
aggregate when due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure continues after any applicable grace
period specified in the agreement or instrument relating to such Debt; or any other event
shall occur or condition shall exist under any agreement or instrument relating to any
such Debt and shall continue after any applicable grace period, if the effect of such event
or condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or
any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior
to the stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of
$100,000,000 to the extent not paid or insured shall be rendered against the Company or
any Material Subsidiary and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts
as they become due, or admits in writing its inability to pay its debts generally, or makes
a general assignment for the benefit of creditors; or any proceeding is instituted by or
against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this paragraph; or
(h) An ERISA Event has occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a
Material Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least
50% of the issued and outstanding shares of common stock of the Company, calculated
on a fully diluted basis or (ii) MidAmerican Energy Holdings Company shall fail to own,
directly or indirectly, at least 80% of the issued and outstanding shares of common stock
of the Company, calculated on a fully diluted basis (each, a “Change of Control”);
provided that, in each case, such failure shall not constitute an Event of Default unless
and until a Rating Decline has occurred;

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4816-3559-8867.6
(j) Any “Event of Default” under and as defined in the Indenture shall have
occurred and be continuing; or
(k) Any approval or order of any Governmental Authority related to any
Credit Document or any Related Document shall be (i) rescinded, revoked or set aside or
otherwise cease to remain in full force and effect or (ii) modified in any manner that, in
the opinion of the Bank, could reasonably be expected to have a material adverse effect
on (A) the business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, (B) the legality, validity or
enforceability of any of the Credit Documents or the Related Documents to which the
Company is a party, or the rights, remedies and benefits available to the parties
thereunder or (C) the ability of the Company to perform its obligations under the Credit
Documents or the Related Documents to which the Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental
Authority shall occur which has the effect of making the transactions contemplated by the
Credit Documents or the Related Documents unauthorized, illegal or otherwise contrary
to Applicable Law; or
(m) The Custodian Agreement after delivery under such Reimbursement
Agreement, except to the extent permitted by the terms thereof, fails or ceases to create
valid and perfected Liens in any of the collateral purported to be covered thereby, subject
to certain cure rights.
Remedies. If an Event of Default occurs under a Reimbursement Agreement and is
continuing, the Bank may (a) by notice to the Company, declare the obligation of the Bank to
issue the related Replacement Letter of Credit to be terminated, (b) give notice to the Trustee
(i) under the Indenture that such Replacement Letter of Credit will not be reinstated following a
drawing for the payment of interest on the Bonds, which will result in the mandatory purchase of
the related Bonds, and/or (ii) as provided in the Indenture to declare the principal of all Bonds
then outstanding to be immediately due and payable, (c) declare the principal amount of all
Reimbursement Obligations, all interest thereon and all other amounts payable under such
Reimbursement Agreement or any other Credit Document to be forthwith due and payable,
which will cause all such principal, interest and all such other amounts to become due and
payable, without presentment, demand, protest, or further notice of any kind, all of which are
expressly waived by the Company and (d) in addition to other rights and remedies provided for
in such Reimbursement Agreement or in the related Custodian Agreement or otherwise available
to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of
a secured party on default under the Uniform Commercial Code in effect in the State of
New York at that time; provided that, if an Event of Default described in subpart (g) or (i) under
the heading “Events of Default,” above, shall have occurred, automatically, (x) the obligation of
the Bank under such Reimbursement Agreement to issue the related Replacement Letter of
Credit shall terminate, and (y) all Reimbursement Obligations, all interest thereon and all other
amounts payable under such related Reimbursement Agreement or under any other Credit
Document will become due and payable, without presentment, demand, protest, or further notice
of any kind, all of which are expressly waived by the Company.

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4816-3559-8867.6
REMARKETING AGENT
General. J.P. Morgan Securities LLC (the “Remarketing Agent”), will continue as
remarketing agent for the Bonds. Subject to certain conditions, the Remarketing Agent has
agreed to determine the rates of interest on the Bonds and use its best efforts to remarket all
tendered Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.
Special Considerations. The Remarketing Agent is paid by the Company. The
Remarketing Agent’s responsibilities include determining the interest rate from time to time and
remarketing Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in
each case, to the terms of the Indentures and the Remarketing Agreement), all as further
described in this Supplement. The Remarketing Agent is appointed by the Company and paid by
the Company for its services. As a result, the interests of the Remarketing Agent may differ
from those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Account. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own account. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own account and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to each Indenture and Remarketing Agreement, for each issue of
Bonds, the Remarketing Agent is required to determine the applicable rate of interest that, in its
judgment, is the lowest rate that would permit the sale of the Bonds bearing interest at the
applicable interest rate at par plus accrued interest, if any, on and as of the applicable interest rate
determination date. The interest rate will reflect, among other factors, the level of market
demand for the applicable Bonds (including whether the Remarketing Agent is willing to
purchase Bonds for its own accounts). There may or may not be Bonds tendered and remarketed
on an interest rate determination date, the Remarketing Agent may or may not be able to

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4816-3559-8867.6
remarket any Bonds tendered for purchase on such date at par and the Remarketing Agent may
sell Bonds at varying prices to different investors on such date or any other date. The
Remarketing Agent is not obligated to advise purchasers in a remarketing if it does not have third
party buyers for all of the Bonds at the remarketing price. In the event the Remarketing Agent
owns any Bonds for its own account, it may, in its sole discretion in a secondary market
transaction outside the tender process, offer such Bonds on any date, including the interest rate
determination date, at a discount to par to some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances, the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
TAX EXEMPTION
In connection with the original 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 issue of the Bonds. Such opinions have not been updated by either
Stoel Rives Boley Jones & Grey or Chapman and Cutler LLP. No independent investigation has
been made to confirm 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 reaffirmation 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 to the Company,
will deliver opinions in connection with the delivery of the Letters of Credit to the effect that the
delivery of the Letters of Credit complies with the terms of the applicable Loan Agreement and
will not adversely affect the Tax-Exempt (as defined in the Indenture) status of the related issue
of the Bonds. Except (a) the adjustment of the interest rate on the Bonds described in the
Chapman and Cutler LLP 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, (d) the
execution and delivery of the Third Supplemental Indenture and First Supplemental Loan
Agreement and the delivery of the Existing Letter of Credit and (e) as necessary to render the
foregoing opinions, Chapman and Cutler LLP has not reviewed any factual or legal matters
relating to the prior opinions of Bond Counsel or the Bonds subsequent to their date of issuance.

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4816-3559-8867.6
The proposed forms of such opinions of Chapman and Cutler LLP are set forth in Appendix D.
The opinions delivered in connection with delivery of the Letters of Credit are not to be
interpreted as a reissuance of any of the original approving opinions as of the date of this
Supplement to Reoffering Circular.
Ownership of the Bonds may result in collateral federal income tax consequences to
certain taxpayers, including, without limitation, corporations subject to either the environmental
tax or the branch profits tax, financial institutions, certain insurance companies, certain
S Corporations, individual recipients of Social Security or Railroad Retirement benefits and
taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as
to applicability of any such collateral consequences.
MISCELLANEOUS
This Supplement to Reoffering Circular has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUERS MAKE NO REPRESENTATION WITH RESPECT TO AND
HAVE NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO REOFFERING CIRCULAR.

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4816-3559-8867.6
APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both

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4816-3559-8867.6
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.

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4816-3559-8867.6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement to
Reoffering Circular (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

4816-3559-8867.6
[This Page Intentionally Left Blank]

4816-3559-8867.6
APPENDIX B

THE BANK OF NOVA SCOTIA
The following information concerning The Bank of Nova Scotia (the “Bank” or
“Scotiabank”) has been provided by representatives of Scotiabank and has not been
independently confirmed or verified by the Issuers, the Company or any other party. No
representation is made by the Company or the Issuers as to the accuracy, completeness or
adequacy of such information and no representation is made as to the absence of material
adverse changes in such information subsequent to the date hereof, or that the information
contained or incorporated herein by reference is correct as of any time subsequent to its date.
The Bank of Nova Scotia, founded in 1832, is a Canadian chartered bank with its
principal office located in Toronto, Ontario. Scotiabank is one of North America’s premier
financial institutions and Canada’s most international bank. With over 81,000 employees,
Scotiabank and its affiliates serve over 19 million customers in more than 55 countries around
the world. Scotiabank provides a full range of personal, commercial, corporate and investment
banking services through its network of branches located in all Canadian provinces and
territories. Outside Canada, Scotiabank has branches and offices in over 55 countries and
provides a wide range of banking and related financial services, both directly and through
subsidiary and associated banks, trust companies and other financial firms. For the fiscal year
ended October 31, 2012, Scotiabank recorded total assets of CDN$668.04 billion
(US$668.04 billion) and total deposits of CDN$463.61 billion (US$463.61 billion). Net income
for the fiscal year ended October 31, 2012 equaled CDN$6.243 billion (US$6.243 billion),
compared to CDN$5.268 billion (US$5.268 billion) for the prior fiscal year. Scotiabank has the
third highest composite credit rating among global banks by Moody’s (Aa2) and S&P (A+).
Scotiabank is responsible only for the information contained in this Appendix to the
Reoffering Circular and did not participate in the preparation of, or in any way verify the
information contained in, any other part of the Reoffering Circular. Accordingly, Scotiabank
assumes no responsibility for and makes no representation or warranty as to the accuracy or
completeness of information contained in any other part of the Reoffering Circular.

The information contained in this Appendix relates to and has been obtained from
Scotiabank. The delivery of the Reoffering Circular shall not create any implication that there
has been no change in the affairs of The Bank of Nova Scotia since the date hereof, or that the
information contained or referred to in this Appendix is correct as of any time subsequent to its
date.

4816-3559-8867.6
APPENDIX C

APPROVING OPINIONS OF BOND COUNSEL
(September 29, 1992)

ApPENDIXC
ApPROVING OPINIONS OF BOND COUNSEL
September , 1992
$22,485,000
CONVERSE COUNTY, WYOMING
POLLUTION CONTROL REFUNDING REVENUE BONDS
(PacifiCorp Project)
Series 1992
We have reviewed a transcript of the proceedings relating to the issuance by Converse County, Wyoming
(the "Issuer"), of the above referenced 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 2, 1992
(the "Resolution") and a Trust Indenture dated as of September 1, 1992 (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 thereto in the
Indenture.
The Bonds are being issued to provide funds which wil be used to refund and redeem on October i, 1992
the Issuer's Collateralized Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series
1976 (the "1976 Bonds") currently Outstanding in the aggregate principal amount of $22,485,000. October
1, 1992 is the date set for the irrevocable redemption of all then outstanding 1976 Bonds. The Issuer wil
make the funds arising from the sale of the Bonds available to PacifiCorp, an Oregon corporation (the
"Company"), pursuant to a Loan Agreement dated September 1, 1992 between the Issuer and the Company
(the "Loan Agreement"), the proceeds of which Loan wil be used, together with certain 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 Trust Estate initially includes an irrevocable
direct pay letter 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 Reimbursement
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 circumstances, be terminated, in
which event it may (or under certain conditions, may not) be replaced by an Alternate Credit Facility.
In rendering the opinions set forth herein, we have relied upon: (i) an opinion of even date herewith
rendered by Gibson, Dunn & Crutcher, counsel to the Bank, and assumed the accuracy of certain opinions
expressed by Henrici, Wicki & Guggisberg, Swiss Counsel to the Bank, regarding the due authorization,
execution, delivery, validity and enforceability 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
assumed (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 transactions 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 warranties made by the Company and other
parties in the various documents relating to the issuance and sale of the Bonds, but have not undertaken to
C-l
verify independently, and have assumed, the accuracy of the factual matters represented, warranted 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 will not be
included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibility
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 and certain actions mayor will
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 express no opinion as to whether, following any
such adjustment or change or the taking of any such action, the interest on the Bonds will 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 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 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 Loan Agreement and to authorize,
issue, 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 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
instrumentality 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 purpose of paying any amounts owing under or with
respect 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 gross
income for purposes 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 refinanced out of the proceeds of the Bonds or a
"related person" as such terms 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 interest on the Bonds becoming includible for federal income tax purposes in
the gross incomes of the Owners and former Owners thereof, which includibility in gross income could be
retroactive 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-2
and will 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 purposes 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 imposed 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 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 consequences related to the ownership or
disposition 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 Trustee for the benefit of the Owners of the Bonds under
the Indenture) and the enforceability 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 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.
STOEL RIVE BOLEY JONES & GREY
By DRAIT ONLy-NOT SIGNED
Patrick G. Boylston
C-3
September ,1992
$9,335,000
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REFUNDING REVENUE BONDS
(PacifiCorp Project)
Series 1992A
We have reviewed a transcript of the proceedings relating to the issuance by Sweetwater County,
Wyoming (the "Issuer"), of the above referenced 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 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 thereto in the
Indenture.
The Bonds are being issued to provide funds which will 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 $9,335,000. October 1, 1992 is
the date set for the irrevocable redemption of all then outstanding 1975A Bonds. The Issuer wil make the
funds arising from the sale of the Bonds available to PacifiCorp,an Oregon corporation (the "Company"),
pursuant to a Loan Agreement dated September 1, 1992 between the Issuer and the Company (the "Loan
Agreement"), the proceeds of which Loan wil be used, together with certain other moneys provided by the
Company, to pay the principal of, and interest on, the 1975A Bonds on and after October 1, 1992 as such
1975A Bonds are presented for payment. The Bonds are 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 Trust Estate. The Trust Estate initially includes an irrevocable
direct pay letter 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 Reimbursement
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 circumstances, be terminated, in
which event it may (or under certain conditions, may not) be replaced by an Alternate Credit Facilty.
In rendering the opinions set forth herein, we have relied upon: (i) an opinion of even date herewith
rendered by Gibson, Dunn & Crutcher, counsel to the Bank, and assumed the accuracy of certain opinions
expressed by Henrici, Wicki & Guggisberg, Swiss Counsel to the Bank, regarding the due authorization,
execution, delivery, validity and enforceability of the Letter of Credit, and (ii) an opinion of even date
herewith of Sue Kearns, County and Prosecu.ting 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
assumed (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 transactions 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 warranties made by the Company and other
parties in the various documents relating to the issuance and sale of the Bonds, but have not undertaken to
C-4
verify independently, and have assumed, the accuracy of the factual matters represented, warranted 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 will not be
included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibility
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 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 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 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 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 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 Loan Agreement and to authorize,
issue, 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 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
instrumentality 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 purpose of paying any amounts owing under or with
respect 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 gross
income for purposes 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 refinanced out of the proceeds of the Bonds or a
"related person" as such terms 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 interest on the Bonds becoming includible for federal income tax purposes in
the gross incomes of the Owners and former Owners thereof, which includibility in gross income could be
retroactive 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-5
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 actjvity 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 purposes of computing the alternative minimum tax imposed 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 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
above, we express no opinion regarding other federal or state tax consequences related to the ownership or
disposition 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 Trustee for the benefit of the Owners of the Bonds under
the Indenture) and the enforceability 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 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.
STOEL RIVE BOLEY JONES & GREY
By DRAIT ONLy-NoT SIGNED
Patrick G. Boylston
C-6
September , 1992
$6,305,000
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REFUNDING REVENUE BONDS
(PacifiCorp Project)
Series 19928
We have reviewed a transcript of the proceedings relating to the issuance by Sweetwater County,
Wyoming (the "Issuer"), of the above referenced 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 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 thereto in the
Indenture.
The Bonds are being issued to provide funds which wil be used to refund and redeem on December 1,
1992 the Issuer's Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1975B
(the "1975B Bonds") currently Outstanding in the aggregate principal amount of $6,305,000. December 1,
1992 is the date set for the irrevocable redemption of all then outstanding 1975B Bonds. The Issuer wil 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 "Loan
Agreement"), the proceeds of which Loan wil be used, together with certain other moneys provided by the
Company, to pay the principal of, and interest on, the 1975B Bonds on and after December 1, 1992 as such
1975B Bonds are presented for payment. The Bonds are 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 Trust Estate. The Trust Estate initially includes an irrevocable
direct pay letter 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 Reimbursement
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 circumstances, be terminated, in
which event it may (or under certain conditions, may not) be replaced by an Alternate Credit Facility.
In rendering the opinions set forth herein, we have relied upon: (i) an opinion of even date herewith
rendered by Gibson, Dunn & Crutcher, counsel to the Bank, and assumed the accuracy of certain opinions
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 Kearns, County and Prosecuting 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
assumed (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-transactions 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 warranties made by the Company and other
parties in the various documents relating to the issuance and sale of the Bonds, but have not undertaken to
C-7
verify independently, and have assumed, the accuracy of the factual matters represented, warranted 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 will not be
included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibility
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 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 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 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 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 Loan Agreement and to authorize,
issue, 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 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
instrumentality 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 purpose of paying any amounts owing under or with
respect 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 gross
income for purposes 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 refinanced out of the proceeds of the Bonds or a
"related person" as such terms are used in Section l47(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 interest on the Bonds becoming includible for federal income tax purposes in
the gross incomes of the Owners and former Owners thereof, which includibility in gross income could be
retroactive 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-8
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 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 purposes of computing the alternative minimum tax imposed 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 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
above, we express no opinion regarding other federal or state tax consequences related to the ownership or
disposition 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 Trustee for the benefit of the Owners of the Bonds under
the Indenture) and the enforceability 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 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.
STOEL RIVES BOLEY JONES & GREY
By DRAIT ONLY-NOT SIGNED
Patrick G. Boylston
C-9

4816-3559-8867.6
APPENDIX D

PROPOSED FORMS OF OPINIONS OF BOND COUNSEL

D-1
APPENDIX D

PROPOSED FORMS OF OPINIONS OF BOND COUNSEL
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Converse County, Wyoming
107 North 5th Street
Douglas, Wyoming 82632
Re: $22,485,000
Converse County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of September 1, 1992, as amended and restated as of September 1, 2010
(the “Loan Agreement”), between Converse County, Wyoming (the “Issuer”) and PacifiCorp
(the “Company”). Prior to the date hereof, payment of principal and purchase price of and
interest on the $22,485,000 Converse County, Wyoming Pollution Control Revenue Refunding
Bonds (PacifiCorp Project), Series 1992 (the “Bonds”) was secured by an Irrevocable Letter of
Credit issued by Wells Fargo Bank, National Association (the “Existing Letter of Credit”). On
the date hereof, the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be
issued by The Bank of Nova Scotia, New York Agency (the “Bank”), for the benefit of the
Trustee (defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of that certain Trust Indenture, dated as of
September 1, 1992, as amended and restated as of September 1, 2010 (the “Indenture”), between
the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”),
and related documents, and upon representations, including regarding the consent of the Owners,
made to us without undertaking to verify the same by independent investigation.
D-2
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 delivery of the Letter of Credit complies with the terms of the Loan
Agreement.
2. The delivery of the Letter of Credit will not adversely affect the
Tax-Exempt status of the Bonds.
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 Indenture, the Loan Agreement, the Tax Certificate (as
defined in the Indenture) and other documents relating to the Bonds, or to review any other
events that may have occurred since such approving opinion was rendered other than with
respect to the Company in connection with (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, (d) the execution and
delivery of the Third Supplemental Indenture and the First Supplemental Loan Agreement and
the delivery of the Existing Letter of Credit, described in our opinion dated September 22, 2010
and (e) the delivery of the Letter of Credit described herein. Accordingly, we do not express any
opinion with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

D-3

[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Sweetwater County, Wyoming
80 West Flaming Gorge Way
Green River, Wyoming 82935
Re: $9,335,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992A
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of September 1, 1992, as amended and restated as of September 1, 2010
(the “Loan Agreement”), between Sweetwater County, Wyoming (the “Issuer”) and PacifiCorp
(the “Company”). Prior to the date hereof, payment of principal and purchase price of and
interest on the $9,335,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding
Bonds (PacifiCorp Project), Series 1992A (the “Bonds”) was secured by an Irrevocable Letter of
Credit issued by Wells Fargo Bank, National Association (the “Existing Letter of Credit”). On
the date hereof, the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be
issued by The Bank of Nova Scotia, New York Agency (the “Bank”), for the benefit of the
Trustee (defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of that certain Trust Indenture, dated as of
September 1, 1992, as amended and restated as of September 1, 2010 (the “Indenture”), between
the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”),
and related documents, and upon representations, including regarding the consent of the Owners,
made to us without undertaking to verify the same by independent investigation.
D-4
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 delivery of the Letter of Credit complies with the terms of the Loan
Agreement.
2. The delivery of the Letter of Credit will not adversely affect the
Tax-Exempt status of the Bonds.
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 Indenture, the Loan Agreement, the Tax Certificate (as
defined in the Indenture) and other documents relating to the Bonds, or to review any other
events that may have occurred since such approving opinion was rendered other than with
respect to the Company in connection with (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, (d) the execution and
delivery of the Third Supplemental Indenture and the First Supplemental Loan Agreement and
the delivery of the Existing Letter of Credit, described in our opinion dated September 22, 2010
and (e) the delivery of the Letter of Credit described herein. Accordingly, we do not express any
opinion with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

D-5

[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Sweetwater County, Wyoming
80 West Flaming Gorge Way
Green River, Wyoming 82935
Re: $6,305,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992B
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of September 1, 1992, as amended and restated as of September 1, 2010
(the “Loan Agreement”), between Sweetwater County, Wyoming (the “Issuer”) and PacifiCorp
(the “Company”). Prior to the date hereof, payment of principal and purchase price of and
interest on the $6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding
Bonds (PacifiCorp Project), Series 1992B (the “Bonds”) was secured by an Irrevocable Letter of
Credit issued by Wells Fargo Bank, National Association (the “Existing Letter of Credit”). On
the date hereof, the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be
issued by The Bank of Nova Scotia, New York Agency (the “Bank”), for the benefit of the
Trustee (defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of that certain Trust Indenture, dated as of
September 1, 1992, as amended and restated as of September 1, 2010 (the “Indenture”), between
the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”),
and related documents, and upon representations, including regarding the consent of the Owners,
made to us without undertaking to verify the same by independent investigation.
D-6
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 delivery of the Letter of Credit complies with the terms of the Loan
Agreement.
2. The delivery of the Letter of Credit will not adversely affect the
Tax-Exempt status of the Bonds.
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 Indenture, the Loan Agreement, the Tax Certificate (as
defined in the Indenture) and other documents relating to the Bonds, or to review any other
events that may have occurred since such approving opinion was rendered other than with
respect to the Company in connection with (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, (d) the execution and
delivery of the Third Supplemental Indenture and the First Supplemental Loan Agreement and
the delivery of the Existing Letter of Credit, described in our opinion dated September 22, 2010
and (e) the delivery of the Letter of Credit described herein. Accordingly, we do not express any
opinion with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

4816-3559-8867.6
APPENDIX E

REOFFERING CIRCULAR DATED SEPTEMBER 15, 2010

REOFFERING CIRCULAR

NOT NEW ISSUES
Book-Entry Only
The opinions of Stoel Rives Boley Jones & Grey, Portland, Oregon delivered on September 29, 1992 stated that under then existing
laws, court decisions, rulings and regulations: (a) assuming continuing compliance by the Issuers with their covenants relating to the federal tax-
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 tax purposes in the gross incomes of the Owners thereof (other than any Owner who is a “substantial user”
of the Facilities relating to such Bonds or a “related person” as such terms are used in Section 147(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 taxes 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 federal alternative
minimum tax imposed on individuals, corporations and other taxpayers. Such opinion has not been updated. See “TAX EXEMPTION” for a more
complete discussion.
$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
Dated: January 17, 1991 Due: January 1, 2016
The Bonds of each issue described in this Reoffering Circular are limited obligations of the respective Issuer and, except to the extent
payable from Bond proceeds and certain other moneys pledged therefor, are payable solely from and secured by a pledge of payments to be made
under the Loan Agreements entered into between the Issuer and
PacifiCorp
On September 22, 2010, the Bonds of each issue will be remarketed and will bear interest at a Weekly Interest Rate payable the first
Business Day of each month commencing October 1, 2010. The initial Weekly Interest Rate and each subsequent Weekly Interest Rate to be
borne by each issue of Bonds will be determined by the Remarketing Agent. Thereafter, the interest rate on the Bonds may be changed from time
to time to Daily, Weekly, Flexible or Term Interest Rates, designated and determined in accordance with the Indenture and, in the case of the
Daily and Weekly Interest Rates, as described herein. The Bonds are subject to purchase at the option of the owners thereof and, under certain
circumstances, are subject to mandatory purchase in the manner and at the times described herein. The Bonds are subject to optional and
mandatory redemption prior to maturity as described herein.
Following the remarketing of the Bonds on September 22, 2010, the payment of the principal of and interest on each issue of the
Bonds and the payment of the purchase price of each issue of the Bonds tendered for purchase and not remarketed will be supported by a separate
irrevocable Letter of Credit issued by Wells Fargo Bank, National Association, to The Bank of New York Mellon Trust Company, N.A., as
Trustee, for the benefit of the registered holders of the related Bonds.
Wells Fargo Bank, National Association
Each Letter of Credit will expire by its terms on September 22, 2011, unless it expires earlier in accordance with its terms. Each
Letter of Credit will be automatically extended to, and shall expire on September 22, 2012, unless the Trustee receives notice of the Bank’s
election not to extend on or before August 24, 2011. Each Letter of Credit may be replaced by an Alternate Credit Facility as permitted under the
Indenture and Loan Agreement. Unless a Letter of Credit is extended before its scheduled expiration date, the related Bonds will be subject to
mandatory tender for purchase prior to such expiration date. THIS REOFFERING CIRCULAR ONLY PERTAINS TO THE BONDS WHILE THEY ARE
SECURED BY THE LETTERS OF CREDIT PROVIDED BY THE BANK.
The Bonds are issuable as fully registered Bonds without coupons and will be registered in the name of Cede & Co., as registered
owner and nominee for The Depository Trust Company, New York, New York. DTC initially will act as securities depository for the Bonds.
Only beneficial interests in book-entry form are being offered. The Bonds are issuable during any Weekly Interest Rate Period in denominations
of $100,000 and any integral multiple thereof (provided that one Bond need not be in a multiple of $100,000 but may be in such denomination
greater than $100,000 as is necessary to account for any principal amount of the Bonds not corresponding directly with $100,000 denominations).
So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, the principal of and premium, if any, and interest on the Bonds
will be paid by the Trustee directly to DTC, which will, in turn, remit such amounts to DTC participants for subsequent disbursement to the
beneficial owners of the Bonds. See “THE BONDS—Book-Entry System.”
Price 100%
The Bonds are reoffered by the Remarketing Agent referred to below, subject to withdrawal or modification of the offer without
notice and certain other conditions. At the time of the original issuance and delivery of the Bonds, Stoel Rives Boley Jones & Grey, Bond
Counsel to the Company, delivered its opinion as to the legality of the Bonds. Such opinion spoke only as to its date of delivery and will not be
reissued in connection with this reoffering. Certain legal matters in connection with the reoffering will be passed upon by Chapman and Cutler
LLP, Bond Counsel to the Company. Certain legal matters in connection with the remarketing will be passed upon for PacifiCorp by Paul J.
Leighton, Esq., counsel to the Company. It is expected that delivery of the Bonds will be made through the facilities of DTC in New York, New
York, on or about September 22, 2010.
J.P. MORGAN
September 15, 2010

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 Securities 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 affairs
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 part of, its responsibilities
to investors under the federal securities 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 jurisdiction in which such
offer or solicitation is not authorized, or in which the person making such offering or solicitation
is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. The Issuers have not assumed nor will they assume any responsibility as to the
accuracy or completeness of the information in this Reoffering Circular. Upon issuance, the
Bonds will not be registered under the Securities Act of 1933, as amended, and will not be listed
on any stock or other securities exchange. Neither the Securities and Exchange Commission nor
any other federal state, municipal or other governmental entity will have passed upon the
accuracy or adequacy of this 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 stabilize or maintain the market price of the securities offered hereby at a
level above that which might otherwise prevail in the open market. Such stabilizing, if
commenced, may be discontinued at any time.

- i -
TABLE OF CONTENTS
HEADING PAGE
INTRODUCTORY STATEMENT ............................................................................................................1

THE ISSUERS .....................................................................................................................................4

THE BONDS.......................................................................................................................................5

General ....................................................................................................................................5

Payment of Principal and Interest ...........................................................................................7

Rate Periods ............................................................................................................................7

Weekly Interest Rate Period ...................................................................................................7

Daily Interest Rate Period .......................................................................................................8

Determination Conclusive ......................................................................................................9

Rescission of Election.............................................................................................................9

Optional Purchase .................................................................................................................10

Mandatory Purchase..............................................................................................................11

Purchase of Bonds.................................................................................................................12

Remarketing of Bonds ..........................................................................................................13

Optional Redemption of Bonds ............................................................................................14

Extraordinary Optional Redemption of Bonds .....................................................................14

Special Mandatory Redemption of Bonds ............................................................................15

Procedure for and Notice of Redemption .............................................................................15

Special Considerations Relating to the Bonds ......................................................................16

Book-Entry System...............................................................................................................17

THE LETTERS OF CREDIT AND THE CREDIT AGREEMENT ................................................................20

Letters of Credit ....................................................................................................................20

Credit Agreement..................................................................................................................21

THE LOAN AGREEMENTS ................................................................................................................26

Issuance of the Bonds; Loan of Proceeds .............................................................................26

Loan Payments; The First Mortgage Bonds .........................................................................26

Payments of Purchase Price ..................................................................................................27

Obligation Absolute ..............................................................................................................27

Expenses ...............................................................................................................................28

Tax Covenants; Tax-Exempt Status of Bonds ......................................................................28

Other Covenants of the Company.........................................................................................28

Letter of Credit; Alternate Credit Facility ............................................................................29

Extension of A Letter of Credit ............................................................................................31

Defaults .................................................................................................................................31

Remedies...............................................................................................................................32

Amendments .........................................................................................................................33

THE INDENTURES ............................................................................................................................33

Pledge and Security...............................................................................................................33

Application of Proceeds of the Bond Fund...........................................................................33

Investment of Funds..............................................................................................................34

- ii -
Defaults .................................................................................................................................34

Remedies...............................................................................................................................35

Defeasance ............................................................................................................................37

Removal of Trustee...............................................................................................................40

Modifications and Amendments ...........................................................................................40

Amendment of the Loan Agreement.....................................................................................42

REMARKETING ................................................................................................................................43

TAX EXEMPTION .............................................................................................................................44

CERTAIN LEGAL MATTERS .............................................................................................................44

MISCELLANEOUS ............................................................................................................................45

APPENDIX A — PACIFICORP
APPENDIX B — INFORMATION REGARDING THE BANK
APPENDIX C — APPROVING OPINIONS OF BOND COUNSEL
APPENDIX D — PROPOSED FORM OPINIONS OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT

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 Reoffering 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) Series 1992A (the “Sweetwater 1992A Bonds”) issued by
Sweetwater County, Wyoming (“Sweetwater”); and
(iii) $6,305,000 principal 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
Indentures, each dated as of September 1, 1992, each as heretofore amended and supplemented
(individually, an “Original Indenture” and collectively, the “Original Indentures”), and as
further amended and restated by separate Third Supplemental Trust Indentures, 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 Bank of New York Mellon
Trust Company, N.A., as Trustee (the “Trustee”). The Original Indentures, as amended and
restated by the Third Supplemental Indentures, are sometimes individually referred to herein as
an “Indenture” and, collectively, as the “Indentures.”
Pursuant to separate Loan Agreements, each dated as of September 1, 1992 (individually
an “Original Loan Agreement” and, collectively, the “Original Loan Agreements”) between the
- 2 -
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 principal 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 Original
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, construction,
improvement and installation of certain air and water pollution control facilities (the “Dave
Johnston Project”) at the Company’s Dave Johnston coal-fired, steam electric 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 principal
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 certain other moneys of the Company, were used to
provide for the redemption on December 1, 1992 of an equal principal amount of the Sweetwater
Issuer’s Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series
1975B (the “Sweetwater Series 1975B Bonds”). The Sweetwater Series 1975A Bonds and the
Sweetwater Series 1975B Bonds were issued to finance a portion of the cost of the acquisition,
construction, improvement and installation of the Company’s undivided 66 2/3% interest in
certain air and water pollution control facilities (the “Jim Bridger Project” and, collectively with
the Dave Johnston Project, the “Projects”) at the Jim Bridger coal-fired, steam electric
generating 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 Series 1975A Bonds and the
Sweetwater 1975B Bonds, are hereinafter referred to collectively as the “Prior Bonds.”
The Bonds, together with the premium, if any, and interest thereon, will be limited
obligations and not general obligations of the Issuer thereof. None of the Indentures, the Bonds
or the Loan Agreements constitutes a debt or gives rise to a general obligation or liability of the
Issuers or constitutes an indebtedness under any constitutional or statutory debt limitation. The
Bonds of an Issue will not constitute or give rise to a pecuniary liability of the Issuers thereof and
will not constitute any charge against the Issuer’s general credit or taxing powers; nor will the
Bonds of an Issue constitute an indebtedness of or a loan of credit of the Issuer. The Bonds are
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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 INDENTURES—Pledge and Security” below) are pledged and assigned to the Trustee
as security, equally and ratably, for the payment of the related Series of the Bonds. The
payments required to be made by the Company under the Loan Agreement will be sufficient,
together with other funds available for such purpose, to pay the principal of and premium, if any,
and interest on the related Series of the Bonds. Under no circumstances will either Issuer have
any obligation, responsibility or liability with respect to the Projects, the Loan Agreements, the
Indentures, the Bonds or this Reoffering Circular, except for the special limited obligation set
forth in the Indentures and the Loan Agreements whereby each Series of the Bonds is payable
solely from amounts derived from the Company and the Letter of Credit (or Alternate Credit
Facility (as hereinafter defined), as the case may be). Nothing contained in the Indentures, the
Bonds or the Loan Agreements, or in any other related documents may be construed to require
any Issuer to operate, maintain or have any responsibility with respect to any 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 future 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 responsibility 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 will be supported by a separate irrevocable Letter of Credit (each
a “Letter of Credit” and, collectively, the “Letters of Credit”) to be issued by Wells Fargo Bank,
National Association (the “Bank”), in favor of the Trustee, as beneficiary. The Letters of Credit
have substantially identical terms.
Under each of the Letters of Credit, the Trustee will be entitled to draw, upon a properly
presented and conforming drawing, up to an amount sufficient to pay one hundred percent
(100%) of the principal amount of the related Series of Bonds on the date of the draw (whether at
maturity, 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 Bank for drawings made under a Letter of Credit and to
make certain other payments to the Bank. Each Letter of Credit will expire on September 22,
2011, unless extended or earlier terminated in accordance with its terms. See “THE LETTERS OF
CREDIT.”
Under certain circumstances described in the applicable Loan Agreement, a Letter of
Credit may be replaced by an alternate credit facility supporting payment of the principal of and
interest on the related Series of Bonds when due and for the payment of the purchase price of
tendered or deemed tendered Bonds (an “Alternate Credit Facility”). The entity or entities, as
the case may be, obligated to make payment on an Alternate Credit Facility are referred to herein
as the “Obligor on an Alternate Credit Facility.” The replacement of a Letter of Credit or an
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Alternate Credit Facility will result in the mandatory purchase of Bonds. See “THE LOAN
AGREEMENTS—The Letter of Credit; Alternate Credit Facility.”
J.P. Morgan Securities 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 Bank and summaries 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 description 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 original 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 Indenture 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 descriptions herein of the
Bonds are qualified in their entirety by reference to the forms thereof and the information with
respect thereto included in the aforesaid documents. All such descriptions are further qualified
in their entirety by reference to laws and principles of equity relating to or affecting the
enforcement of creditors’ rights generally. Copies of such documents may be obtained from the
principal corporate trust office of the Trustee in Chicago, Illinois.
This Reoffering Circular provides certain information with respect to the Bank, the
terms of, and security for the Bonds and other related matters. While certain information
relating to the Company is included and incorporated within, the Bonds are being
remarketed on the basis of their respective Letter of Credit and the financial strength of
the Bank and are not being remarketed on the basis of the financial strength of the Issuers,
the Company or any other security. This Reoffering Circular does not describe the
financial condition of the Company and no representation is made concerning the financial
status or prospects of the Company or the value or financial viability of the Project.
As this Reoffering Circular is being initially circulated in connection with the delivery of
the Letters of Credit while the Bonds bear interest at a Weekly Interest Rate, generally only the
Daily and Weekly Interest Rate Periods are described herein.
THE ISSUERS
Converse County and Sweetwater County are both political subdivisions, duly organized
and existing under the Constitution and laws of Wyoming. Pursuant to Sections 15-1-701 to
15-1-710, inclusive, Wyoming Statutes (1977), as amended (the “Act”), each Issuer was and is
authorized to issue its respective Series of Bonds, to enter into the Indenture and the Loan
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Agreement to which it is a party and to secure such Bonds by a pledge to the Trustee of the
payments to be made by the Company under such Loan Agreement.
THE BONDS
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 will 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
manner described below. The Bonds were dated as of their initial date of delivery and mature on
the date set forth 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 Indenture 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 will be a Weekly Interest Rate Period. The Bonds are subject to
purchase at the option of the holders of the Bonds, and under certain circumstances are subject to
mandatory purchase, in the manner and at the times described herein. The Bonds are subject to
optional and mandatory redemption prior to maturity in the manner and at the times described
herein.
Bonds may be transferred or exchanged for other Bonds in authorized denominations at
the principal office of the Trustee as the registrar and paying agent (in such capacities, the
“Registrar” and the “Paying Agent”). The Bonds will be issued in authorized denominations of
$100,000 or any integral multiple of $100,000 (provided that one Bond need not be in a multiple
of $100,000, but may be in such denomination greater than $100,000 as is necessary to account
for any principal amount of the Bonds not corresponding directly with $100,000 denominations)
when the Bonds bear interest at a Daily or Weekly Interest Rate (the “Authorized
Denominations”). Exchanges and transfers will be made without charge to the Owners, except
for any applicable tax or other governmental charge.
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A “Business Day” is a day except a Saturday, Sunday or other day (a) on which
commercial banks located in the cities in which the principal office of the Bank or the principal
office of the Obligor on an Alternate Credit Facility, as the case may be, the principal office of
the Trustee, the principal office of the Remarketing Agent or the principal office of the Paying
Agent are located are required or authorized by law to remain closed or are closed, or (b) on
which The New York Stock Exchange, Inc. is closed.
“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 Facility 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 Facility to provide moneys for the purchase of Bonds pursuant to
the Alternate Credit Facility is otherwise terminated 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 Facility is delivered
or substituted for the Letter of Credit in accordance with the provisions hereof and of the
Agreement or (iii) the date on which the Company terminates the Letter of Credit in accordance
with the Loan Agreement, or (b) the date on which the commitment of the Bank to provide
moneys for the purchase of Bonds pursuant to the Letter of Credit is otherwise terminated in
accordance with its terms. See also “THE 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 purposes of granting a first priority lien upon Pledged
Bonds hereunder, registered in the name of the Bank, as pledgee, or in the name of the Trustee
(or its nominee), as agent for the Bank, delivered to or upon the direction of the Bank pursuant to
the Indenture.
“Rate Period” means any Daily Interest Rate Period, Weekly Interest Rate Period,
Flexible Interest Rate Period or Term Interest Rate Period.
“Record Date” means with respect to any Interest Payment Date in respect 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 federal income tax purposes, except for any interest on any such
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obligations for any period during which such obligations are owned by a person who is a
“substantial user” of any facilities financed or refinanced with such obligations or a “related
person” within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as
amended (the “1954 Code”), whether or not such interest is includible as an item of tax
preference or otherwise includible directly or indirectly for purposes of calculating other tax
liabilities, including any alternative minimum tax or environmental tax under the Internal
Revenue Code of 1986, as amended (the “Code”).
PAYMENT OF PRINCIPAL AND INTEREST
The principal of and premium, if any, on the Bonds is payable to the Owners upon
surrender thereof at the principal office of the Paying Agent. Except when the Bonds are held in
book-entry form (see “Book-Entry System”), interest is payable (i) by bank check or draft mailed
by first class mail on the Interest Payment Date to the Owners as of the Record Date or (ii) in
immediately available funds (by wire transfer or by deposit to the account of the Owner of any
such Bond if such account is maintained with the Paying Agent), but in respect of any Owner of
Bonds in a Daily or Weekly Interest Rate Period only to any Owner which owns Bonds in an
aggregate principal amount of at least $1,000,000 on the Record Date and who has provided wire
transfer instructions to the Paying Agent prior to the close of business on such Record Date.
Interest on each Bond is payable on each Interest Payment Date for each such Bond for
the period commencing on the immediately preceding Interest Payment Date (or if no interest
has been paid thereon, commencing on the date of issuance thereof) to, but not including, such
Interest Payment Date. Interest is computed, in the case of any Daily or Weekly Interest Rate
Period, 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, during which such Bonds
bear interest at a Daily Interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term
Interest Rate.
WEEKLY INTEREST RATE PERIOD
Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, 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 thereafter no later than Tuesday of
each week during such Weekly Interest Rate Period, unless any such Tuesday is not a Business
Day, in which event the Weekly Interest Rate will be determined by the Remarketing Agent no
later than the Business Day next preceding such Tuesday.
The Weekly Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then prevailing market conditions) to be the lowest
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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 will 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 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 such
adjustment to a Weekly 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 making such election, any
Bonds have been called for redemption and such redemption has not theretofore been effected,
the effective date of such Weekly Interest Rate Period may not precede such redemption date.
Notice of Adjustment to Weekly Interest Rate Period. The Trustee will 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 will be adjusted to a Weekly Interest Rate (subject to the Company’s
ability to rescind its election as described below under “Rescission of Election”), (b) the
effective date of such Weekly Interest Rate Period, (c) that such Bonds are subject to mandatory
purchase on such effective date, (d) the procedures for such mandatory purchase, (e) the
purchase price of such Bonds on the effective date (expressed as a percentage of the principal
amount thereof), and (f) that the Owners of such Bonds do not have the right to retain their
Bonds on such effective date.
DAILY INTEREST RATE PERIOD
Determination of Daily Interest Rate. During each Daily Interest Rate Period, the Bonds
bear interest at the Daily Interest Rate determined by the Remarketing Agent either on each
Business Day for such Business Day or on the next preceding Business Day for any day that is
not a Business Day.
The Daily Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then-prevailing market conditions) to be the lowest
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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 will 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 making such election, any Bonds have been
called for redemption and such redemption has not theretofore been effected, the effective date
of such Daily Interest Rate Period may not precede such redemption date.
Notice of Adjustment to Daily Interest Rate Period. The Trustee will give notice by mail
of an adjustment to a Daily Interest Rate Period to the Owners not less than 20 days prior to the
effective date of such Daily Interest Rate Period. Such notice must state (a) that the interest rate
on such Bonds will be adjusted to a Daily Interest Rate (subject to the Company’s ability to
rescind its election as described below under “Rescission of Election”), (b) the effective date of
such Daily Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on such
effective date, (d) the procedures for such mandatory purchase, (e) the purchase price of such
Bonds on the effective date (expressed as a percentage of the principal amount thereof), and (f)
that the Owners of such Bonds do not have the right to retain their Bonds on such effective date.
DETERMINATION CONCLUSIVE
The determination of the interest rates referred to above is conclusive and binding upon
the Remarketing 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 Period 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 Bank (or the Obligor on an Alternate Credit
Facility, as the case may be) prior to such effective date. At the time the Company gives notice
of the rescission, it may also elect in such notice to continue the Rate Period then in effect. If the
Trustee receives notice of such rescission prior to the time the Trustee has given notice to the
Owners of the change in Rate Periods, then such notice of change in Rate Periods is of no force
and effect and will not be given to the Owners. If the Trustee receives notice of such rescission
after the Trustee has given notice to the Owners of an adjustment or an attempted adjustment
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from one Rate Period to another Rate Period does not become effective for any other reason,
then the Rate Period for the Bonds will automatically adjust to or continue in a Daily Interest
Rate Period and the Trustee will 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 will 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 will
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. During any Weekly Interest Rate Period, any Bond (or
portions thereof in Authorized Denominations) will be purchased at the option of the owner
thereof on any Wednesday, or if such Wednesday is not a Business Day, the next succeeding
Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee of an
irrevocable written notice or telephonic notice (promptly confirmed 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-entry form) of
such Bond to be purchased and the date on which such Bond is to be purchased, which
date may not be prior to the seventh day next succeeding the date of the delivery of such
notice to the Trustee; and
(b) except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on the purchase date specified in such
notice.
Daily Interest Rate Period. During any Daily Interest Rate Period, any Bond (or portions
thereof in Authorized Denominations) will be purchased at the option of the owner thereof on
any Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
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(a) delivery to the Trustee at the Delivery Office of the Trustee and to the
Remarketing Agent at the Principal Office of the Remarketing Agent, not later than 11:00
a.m., New York time, on such Business Day, of an irrevocable written or telephonic
notice (promptly confirmed 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-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on such purchase date.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE BENEFICIAL OWNER OF
THE BONDS THROUGH ITS DIRECT PARTICIPANT (AS HEREINAFTER DEFINED) MUST GIVE NOTICE TO
THE TRUSTEE TO ELECT TO HAVE SUCH BONDS PURCHASED, AND MUST EFFECT DELIVERY OF SUCH
BONDS BY CAUSING SUCH DIRECT PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL
TO SUCH BENEFICIAL OWNER’S INTEREST ON THE RECORDS OF DTC TO THE TRUSTEE’S
PARTICIPANT ACCOUNT WITH DTC. THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS
IN CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE
DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC
PARTICIPANTS ON THE RECORDS OF DTC. SEE “—BOOK-ENTRY SYSTEM.”
MANDATORY PURCHASE
The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the
principal amount thereof, plus accrued interest to the purchase date described below, upon the
occurrence of any of the events stated below:
(a) 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 Facility; 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 Credit Facility will not be reinstated in accordance with its
terms.
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (b) of the preceding paragraph, the Trustee will give notice by mail to
the Remarketing Agent and the Owners of the Bonds of the Expiration of the Term of the Letter
of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be, not
less than 15 days prior to the Expiration of the Term of the Letter of Credit or the Expiration of
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the Term of an Alternate Credit Facility, as the case may be, which notice must (a) describe
generally the Letter of Credit or any Alternate Credit Facility in effect prior to such Expiration,
and any Alternate Credit Facility 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-entry form, state that the Bonds must be
delivered to the New York office designated by the Trustee as the “Delivery Office of the
Trustee.”
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (c) of the preceding paragraph, the Trustee will, immediately upon
receipt of notice from the Bank or the Obligor on a Alternate Credit Facility, as the case may be,
that the Letter of Credit or the Alternate Credit Facility will 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 prior 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-entry form, state that the Bonds must be delivered to
the Delivery Office of the Trustee.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF MANDATORY
PURCHASE OF BONDS WILL BE GIVEN BY THE TRUSTEE TO DTC ONLY, AND NEITHER THE ISSUER,
THE TRUSTEE, THE COMPANY NOR THE REMARKETING AGENT HAS ANY RESPONSIBILITY FOR THE
DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY ANY DIRECT
PARTICIPANTS TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY DIRECT PARTICIPANTS OR
INDIRECT PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG AS THE BONDS
ARE HELD IN BOOK-ENTRY FORM, THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN
CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED
SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DIRECT
PARTICIPANTS ON THE RECORDS OF DTC. SEE “BOOK-ENTRY SYSTEM.”
PURCHASE OF BONDS
On the date on which Bonds are delivered to the Trustee for purchase as specified above
under “—Optional Purchase” or “—Mandatory Purchase,” the Trustee will pay the purchase
price of such Bonds solely from the following sources in the order of priority indicated, and the
Trustee has no obligation to use funds from any other source:
(a) Available Moneys (as hereinafter defined) furnished by the Company to
the Trustee for the purchase of Bonds;
(b) proceeds of the sale of such Bonds (other than Bonds sold to the
Company, any subsidiary of the Company, any guarantor of the Company, or the Issuer
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or any “insider” (as defined in the United States Bankruptcy Code) of any of the
aforementioned) by the Remarketing Agent;
(c) Available Moneys or moneys provided pursuant to the Letter of Credit or
an Alternate Credit Facility, as the case may be, for the payment of the purchase price of
the Bonds furnished by the Trustee pursuant to the Indenture for the purchase of Bonds
deemed paid in accordance with the defeasance provisions of the Indenture;
(d) moneys furnished pursuant to the Letter of Credit or an Alternate Credit
Facility, as the case may be, to the Trustee for the payment of the purchase price of the
Bonds; and
(e) any other moneys furnished by the Company to the Trustee for purchase
of the Bonds;
provided, however, that funds for the payment of the purchase price of defeased Bonds may be
derived only from the sources described in (c) above.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate
Credit Facility is in effect, (i) moneys on deposit in trust with the Trustee as agent and bailee for
the Owners of the Bonds for a period of at least 123 days prior to and during which no petition in
bankruptcy or similar insolvency proceeding has been filed by or against the Company or the
Issuer (or any subsidiary of the Company, any guarantor of the Company or any insider (as
defined in the United States Bankruptcy Code), to the extent that such moneys were deposited by
any of such subsidiary, 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 bankruptcy
matters selected by the Company (which opinion shall be in a form acceptable to the Trustee, to
Moody’s, if the Bonds are then rated by Moody’s, and to S&P, if the Bonds are then rated by
S&P and shall be delivered to the Trustee at or prior to the time of the deposit of such proceeds
with the Trustee), the deposit and use of such proceeds (referred to in clause (A) above) or other
moneys (referred to in clause (B) above) will not constitute a voidable preference under
Section 547 of the United States Bankruptcy Code in the event either the Issuer or the Company
were to become a debtor under the United States Bankruptcy Code, and (b) at any time that a
Letter of Credit or an Alternate Credit Facility is not in effect, any moneys on deposit with the
Trustee as agent and bailee for the Owners of the Bonds and proceeds from the investment
thereof.
REMARKETING OF BONDS
The Remarketing Agent will offer for sale and use its best efforts to remarket any Bond
subject to purchase pursuant to the optional or mandatory purchase provisions described above,
any such remarketing to be made at a price equal to 100% of the principal amount thereof plus
accrued interest, if any, to the purchase date. The Company may direct the Remarketing Agent
from time to time to cease and to resume sales efforts with respect to some or all of the Bonds.
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Anything in the Indenture to the contrary notwithstanding, at any time during which the
Letter of Credit or an Alternate Credit Facility, as the case may be, is in effect, there will be no
sales of Bonds as described in the preceding paragraph, if (a) there has occurred and has not been
cured or waived an Event of Default described in paragraphs (a), (b) or (c) under the caption
“THE INDENTURE—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 INDENTURE—Remedies” and such declaration has not been rescinded
pursuant to the Indenture.
OPTIONAL 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 Facility, if required by the Alternate
Credit Facility)), in whole, or in part by lot, prior to their maturity date on any Business Day
during a Daily Interest Rate Period or Weekly Interest Rate Period, at a redemption price equal
to 100% of the principal amount thereof plus accrued interest, if any, to the date of redemption.
EXTRAORDINARY OPTIONAL 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 Bank (or, if applicable, by the Obligor on an Alternate Credit Facility, if
required by the Alternate Credit Facility)) in whole or in part (and if in part, by lot), at a
redemption price equal to 100% of the principal amount thereof plus accrued interest to the
redemption date, upon receipt by the Trustee of a written notice from the Company stating that
any of the following events has occurred and that the Company therefore intends to exercise its
option to prepay the payments due under the Loan Agreement in whole or in part and thereby
effect the redemption of the Bonds in whole or in part to the extent of such prepayments:
(a) the Company has determined that the continued operation of the Plant is
impracticable, uneconomical or undesirable for any reason; or
(b) the Company has determined that the continued operation of the Project is
impracticable, uneconomical or undesirable due to (i) the imposition of taxes, other than
ad valorem taxes currently levied upon privately owned property used for the same
general purpose as the Project, or other liabilities or burdens with respect to the Project or
the operation thereof, (ii) changes in technology, in environmental standards or legal
requirements or in the economic availability of materials, supplies, equipment or labor or
(iii) destruction of or damage to all or part of the Project; or
(c) all or substantially all of the Project or the Plant has been condemned or
taken by eminent domain; or
(d) the operation of the Project or the Plant has been enjoined or has otherwise
been prohibited by, or conflicts with, any order, decree, rule or regulation of any court or
of any federal, state or local regulatory body, administrative agency or other
governmental body.
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SPECIAL MANDATORY REDEMPTION OF BONDS
The Bonds are subject to mandatory redemption at 100% of the principal amount thereof
plus accrued interest, if any, to the date of redemption upon the occurrence of the following
events.
The Bonds will 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 outstanding would have the result that interest payable on the Bonds remaining
outstanding after such redemption would remain Tax-Exempt, then the Bonds will be redeemed
in part by lot (in Authorized Denominations) in such amount as Bond Counsel in such opinion
has determined is necessary to accomplish that result. A “Determination of Taxability” is
deemed to have occurred if, as a result of an Event of Taxability (as defined below), a final
decree or judgment of any federal court or a final action of the Internal Revenue Service
determines that interest paid or payable on any Bond is or was includible in the gross income of
an owner of the Bonds for federal income tax purposes under the Code (other than an owner who
is a “substantial user” or “related person” within the meaning of Section 103(b)(13) of the
1954 Code). However, no such decree or action will be considered final for this purpose unless
the Company has been given written notice and, if it is so desired and is legally allowed, has
been afforded the opportunity to contest the same, either directly or in the name of any owner of
a Bond, and until conclusion of any appellate review, if sought. If the Trustee receives written
notice from any owner stating (a) that the owner has been notified in writing by the Internal
Revenue Service that it proposes to include the interest on any Bond in the gross income of such
owner for the reasons described therein or any other proceeding has been instituted against such
owner which may lead to a final decree or action as described in the Loan Agreement, and (b)
that such owner will afford the Company the opportunity to contest the same, either directly or in
the name of the owner, until a conclusion of any appellate review, if sought, then the Trustee will
promptly give notice thereof to the Company, the Insurer, if any, the Bank (or the Obligor on an
Alternate Credit Facility, as the case may be), the Issuer and the owner of each Bond then
outstanding. If a final decree or action as described above thereafter occurs and the Trustee has
received written notice thereof at least 45 days prior to the redemption date, the Trustee will
make the required demand for prepayment of the amounts payable under the Loan Agreement for
prepayment of the Bonds and give notice of the redemption of the Bonds at the earliest practical
date, but not later than the date specified in the Loan Agreement, and in the manner provided by
the Indenture. An “Event of Taxability” means the failure of the Company to observe any
covenant, agreement or representation in the Loan Agreement, which failure results in a
Determination of Taxability.
PROCEDURE FOR AND NOTICE OF REDEMPTION
If less than all of the Bonds are called for redemption, the particular Bonds or portions
thereof to be redeemed will be selected by the Trustee, by lot. In selecting Bonds for
redemption, the Trustee will treat each Bond as representing that number of Bonds which is
obtained by dividing the principal amount of each Bond by the minimum Authorized
Denomination. Any Bonds selected for redemption which are deemed to be paid in accordance
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with the provisions of the Indenture will cease to bear interest on the date fixed for redemption.
Subject to the procedures described below under “—Book-Entry System” for Bonds held in
book-entry form, upon presentation and surrender of such Bonds at the place or places of
payment, such Bonds will be paid and redeemed. Notice of redemption will be given by mail as
provided in the Indenture, at least 30 days and not more than 60 days prior to the redemption
date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein,
does not affect the validity of any proceedings for the redemption of any other of the Bonds.
Such notice will also be sent to the Remarketing Agent, the Bank or the Obligor on an Alternate
Credit Facility, as the case may be, 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), securities depositories and
bond information services.
With respect to notice of any optional redemption of the Bonds, as described above,
unless upon the giving of such notice, such Bonds are deemed to have been paid within the
meaning of the Indenture, such notice may state that such redemption is conditional upon the
receipt by the Trustee, on or prior to the date fixed for such redemption, of Available Moneys
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 will not be made and the Trustee will
give notice, in the manner in which the notice of redemption was given, that such redemption
will not take place.
Notwithstanding the foregoing provisions, Pledged Bonds shall be redeemed prior to any
other Bonds.
SPECIAL CONSIDERATIONS RELATING TO THE BONDS
The Remarketing Agent is Paid by the Company. The Remarketing Agent’s
responsibilities include determining the interest rate from time to time and remarketing Bonds
that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the
terms of the Indenture and the Remarketing Agreement), all as further described in this
Reoffering Circular. The Remarketing Agent is appointed by the Company and paid by the
Company for its services. As a result, the interests of the Remarketing Agent may differ from
those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Accounts. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own accounts. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own accounts and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
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ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indenture and the Remarketing Agreement, the
Remarketing Agent is required to determine the applicable rate of interest that, in its judgment, is
the lowest rate that would permit the sale of the Bonds bearing interest at the applicable interest
rate at par plus accrued interest, if any, on and as of the applicable interest rate determination
date. The interest rate will reflect, among other factors, the level of market demand for the Bonds
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts, without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
BOOK-ENTRY SYSTEM
The following information in this section concerning The Depository Trust Company,
New York, New York (“DTC”), and its book-entry system has been furnished for use in the
Reoffering Circular by DTC. None of the Company, the Issuers or the Remarketing Agent take
any responsibility for the accuracy of such information.
DTC will act as securities depository for the Bonds. The Bonds were issued as
fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One
fully-registered Bond certificate will be issued for the Bonds of each issue, in the aggregate
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principal amount thereof, and will be deposited with DTC. One fully-registered Bond was issued
for each issue of the Bonds, in the aggregate principal amount of such issue, and was deposited
with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC
is a whole-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S and non-U.S. securities brokers and dealers, banks and trust companies and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest
of each Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct
and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Bonds, except in the event that use
of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
are registered in the name of DTC’s partnership nominee, Cede & Co, or such other name as
may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and
their registration in the name of Cede & Co., or such other DTC nominee, does not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such
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Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may
wish to take certain steps to augment transmission to them of notices of significant events with
respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to
documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to
the registrar and request that copies of notices be provided directly to them.
While Bonds are in the book-entry system, redemption notices will 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 Participant in such issue to be redeemed.
As long as the book-entry system is used for the Bonds, redemption notices will be sent
to Cede & Co. If less than all of the Bonds of any issue are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with
respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
As long as the book-entry system is used for the Bonds, principal or purchase price of
and premium, if any, and interest payments on, the Bonds will 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 Participants’ 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 Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, the Company, the Paying Agent, the Trustee,
the Remarketing Agent or the Issuer, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal, purchase price, premium and interest with
respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of
such payments to Direct Participants are the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners are the responsibility of Direct and Indirect Participants.
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A Beneficial Owner must give notice to elect to have its Bonds purchased or tendered,
through its Participant, to the Remarketing Agent, and must effect delivery of such Bonds by
causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s
records, to the Remarketing Agent. The requirement for physical delivery of Bonds in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and
followed by a book-entry credit of tendered Bonds to the Remarketing Agent’s DTC account.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Bond certificates will be
printed and delivered.
None of the Issuer, the Company, the Remarketing Agent, the Trustee nor the Paying
Agent will have any responsibility or obligation to any securities depository, any Participants in
the Book-Entry System or the Beneficial Owners with respect to (a) the accuracy of any records
maintained by the securities depository or any Participant; (b) the payment by the securities
depository or by any Participant of any amount due to any Beneficial Owner in respect of the
principal amount or redemption of, or interest on, any Bonds; (c) the delivery of any notice by
the securities depository or any Participant; (d) the selection of the Beneficial Owners to receive
payment in the event of any partial redemption of the Bonds; or (e) any other action taken by the
securities depository or any Participant.
THE LETTERS OF CREDIT AND THE CREDIT AGREEMENT
Each Letter of Credit will 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 and parties, respectively, relating to each issue of the Bonds.
LETTERS OF CREDIT
On the date of reoffering of the Bonds, the Bank will issue in favor of the Trustee a
separate Letter of Credit for each Series of the Bonds in the form of a direct pay letter of credit.
Each Letter of Credit will be issued in the aggregate principal amount of the applicable Bonds
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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 will 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 will be substantially in the form attached hereto as APPENDIX E.
Each Letter of Credit will expire on September 22, 2011, but will 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 Bank 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 Office of the Bank in San Francisco, California, is open for
business.
Each drawing honored by the Bank under a Letter of Credit will immediately reduce the
available amount thereunder by the amount of such drawing. Any drawing to pay interest will be
automatically reinstated on the eighth (8th) Business Day following the date such drawing is
honored by the Bank, unless the Company shall have received notice from the Bank no later than
seven (7) Business Days after such drawing is honored that there shall be no such reinstatement.
Any drawing to pay the purchase price of a Bond shall be reinstated if the Bonds related to such
drawing are remarketed and the remarketing proceeds are paid to the Bank prior to the
Expiration Date in an amount equal to the sum of (i) the amount paid to the Bank from such
remarketing proceeds and (ii) interest on such amount. See APPENDIX E.
CREDIT AGREEMENT
General. The Company is party to that certain $635,000,000 Credit Agreement, dated
October 23, 2007, as amended and supplemented, among the Company, the financial institutions
party thereto, the Administrative Agent (as defined below) and The Royal Bank of Scotland plc,
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 Bank
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 Credit Agreement defines the relationship between the Company and the financial
institutions party thereto, including the Bank; neither the Issuer nor the Trustee has any interest
in the Credit Agreement or in any of the funds or accounts created under it. Under the Credit
Agreement, the Company has agreed to reimburse the Bank for any drawings under a Letter of
Credit, to pay certain fees and expenses, to pay interest on any unreimbursed drawings or other
amounts unpaid, and to reimburse the Bank for certain other costs and expenses incurred.
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Defined Terms. Capitalized terms used in this section and in the Credit Agreement, as
applicable, that are not otherwise defined in this Reoffering Circular will have the meanings set
forth below.
“Administrative Agent” means Union Bank, N.A., in its capacity as administrative agent
for the Syndicate Banks and its successors in such capacity.
“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the Credit Agreement, the amount set forth opposite its name on the commitment
schedule as its Commitment and (ii) with respect to each additional Syndicate Bank or assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, the amount of the
Commitment thereby assumed by it, in each case as such amount may from time to time be
reduced or increased pursuant to the Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the Credit
Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar
obligations of such Person in respect of amounts paid under a letter of credit, surety bond or
similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as defined
in the Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the Credit
Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the Credit Agreement) or any combination of the foregoing pursuant to the Credit Agreement.
“Material Debt” means Debt of the Company arising under a single or series of related
instruments or other agreements exceeding $35,000,000 in principal amount.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
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“Person” means any individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Reimbursement Obligations” means, if Commitments remain in effect on the date
payment is made by the Issuing Bank, all such amounts paid by an Issuing Bank and remaining
unpaid by the Company after the date and time required for payment under the Credit
Agreement.
“Required Banks” means at any time Syndicate Banks having more than 50% of the total
Commitments under the Credit Agreement, or if the Commitments shall have been terminated,
holding more than 50% of the sum of the outstanding Loans and letter of credit liabilities.
“Syndicate Bank” or “Syndicate Banks” means, individually or collectively, each bank
or other financial institution listed on the signature pages to the Credit Agreement, each assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, and their respective
successors.
Events of Default and Remedies. Any one or more of the following events constitute an
event of default (an “Event of Default”) under the Credit Agreement:
(a) the Company shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation or shall fail to pay, within five days of the due date thereof,
any interest, commitment fees or facility fees payable hereunder or shall fail to cash
collateralize any letter of credit pursuant to the Credit Agreement;
(b) the Company shall fail to pay any other amount claimed by one or more
Syndicate Banks under the Credit Agreement within five days of the due date thereof,
unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid claimed
amount does not exceed $100,000 and (iii) the aggregate of all such unpaid claimed
amounts does not exceed $300,000;
(c) the Company shall fail to observe or perform certain specified financial
covenants contained in the Credit Agreement;
(d) the Company shall fail to observe or perform any covenant or agreement
contained in the Credit Agreement (other than those covered by clause (a), (b) or (c)
above) for 15 days after written notice thereof has been given to the Company by the
Administrative Agent at the request of any Syndicate Bank;
(e) any representation, warranty, certification or statement made by the
Company in the Credit Agreement or in any certificate, financial statement or other
document delivered pursuant to the Credit Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);
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(f) the Company shall fail to make any payment in respect of any Material
Debt (other than Loans or any Reimbursement Obligation) or Material Hedging
Obligations (as defined in the Credit Agreement) when due or within any applicable
grace period;
(g) any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of such Material
Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;
(h) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;
(i) an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
(j) the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate certain material plans identified in the Credit Agreement (each a
“Material Plan”) shall be filed under Title IV of ERISA by any member of the ERISA
Group, any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability in excess
of $25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any multiemployer plan (identified in the Credit Agreement)
against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA
in respect of an amount or amounts aggregating in excess of $25,000,000, and such
proceeding shall not have been dismissed within 20 days thereafter; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which would cause one or more members of
the ERISA Group to incur a current payment obligation in excess of $25,000,000;
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(k) a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days;
(l) MidAmerican Energy Holdings Company or any wholly-owned subsidiary
thereof that owns common stock of the Company (“MidAmerican”) shall fail to own
(directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding
shares of common stock of the Company; any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except
Berkshire Hathaway Inc. or any wholly-owned subsidiary thereof, shall acquire a
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act) of 35% or more of the outstanding shares of
common stock of MidAmerican; or, during any period of 14 consecutive calendar months
commencing on or after March 21, 2006, individuals who were directors of the Company
on the first day of such period and any new director whose election by the board of
directors of the Company or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the applicable period or whose election or nomination
for election was previously so approved, shall cease to constitute a majority of the board
of directors of the Company.
Upon the occurrence of any Event of Default under the Credit Agreement, the
Administrative Agent shall (i) if requested by the Required Banks, by notice to the Company
terminate the Commitments and the obligation of each Syndicate Bank to make Loans
thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and
such obligations to make Loans and issue new letters of credit shall thereupon terminate, and (ii)
if requested by the Required Banks, by notice to the Company declare the Loans (together with
accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the Credit Agreement to be, and the same shall
thereupon become, immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Company; provided that in the case of
any of the Events of Default specified in clause (h) or (i) above with respect to the Company,
without any notice to the Company or any other act by the Administrative Agent or the Syndicate
Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest
thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a
letter of credit issued under the Credit Agreement shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Company.
The Company agrees, in addition to the Events of Default provisions above, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an
outstanding letter of credit issued under the Credit Agreement, pay to the Administrative Agent
an amount in immediately available funds (which funds shall be held as collateral pursuant to
arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available
for drawing under all letters of credit issued under the Credit Agreement outstanding at such time
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(or, in the case of a request by an Issuing Bank, all such letters of credit issued by it); provided
that, upon the occurrence of any Event of Default specified in clause (h) or (i) above with respect
to the Company, and on the scheduled termination date of the Credit Agreement, the Company
shall pay such amount forthwith without any notice or demand or any other act by the
Administrative Agent, any Issuing Bank or any Syndicate Bank.
THE LOAN AGREEMENTS
Each Loan Agreement will operate independently. A default under one Loan Agreement
will 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 purpose of refunding the Prior Bonds, the proceeds of
which were used to finance or refinance, as the case may be, a portion of the Company’s share of
the costs of acquiring and improving the Project. The proceeds of the sale of the Bonds have
been used to refund the Prior Bonds.
LOAN PAYMENTS; THE FIRST MORTGAGE BONDS
As and for repayment of the loan made to the Company by the Issuer, the Company will
pay to the Trustee, for the account of the Issuer, an amount equal to the principal of, premium, if
any, and interest on the Bonds when due on the dates, in the amounts and in the manner provided
in the Indenture for the payment of the principal of, premium, if any, and interest on the Bonds,
whether at maturity, upon redemption, acceleration or otherwise (“Loan Payments”); provided,
however, that the obligation of the Company to make any such Loan Payment will be reduced by
the amount of any reduction under the Indenture of the amount of the corresponding payment
required to be made by the Issuer thereunder; and provided further that the obligation of the
Company to make any such payment is deemed to be satisfied and discharged to the extent of the
corresponding payment made (i) by the Bank to the Trustee under the Letter of Credit, (ii) by the
Obligor on an Alternate Credit Facility to the Trustee under such Alternate Credit Facility or (iii)
by the Company of principal of or premium, if any, or interest on the First Mortgage Bonds.
The Company’s obligation to repay the loan made to it by the Issuer may be secured by
First Mortgage Bonds delivered to the Trustee equal in principal amount to, and bearing interest
at the same rate and maturing on the same date as, the Bonds. The payments to be made by the
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Company pursuant to the Loan Agreement and the First Mortgage Bonds are pledged under the
Indenture by the Issuer to the Trustee, and the Company is to make all payments thereunder and
thereon directly to the Trustee. 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 will not adversely affect the Tax-Exempt status of the Bonds; (b) written
evidence from the Insurer, if any, and from each Bank 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 will not, by itself, result in a reduction, suspension or withdrawal of
such rating agency’s rating or ratings of the Bonds.
PAYMENTS OF PURCHASE PRICE
The Company will pay or cause to be paid to the Trustee amounts equal to the amounts to
be paid by the Trustee pursuant to the Indenture for the purchase of outstanding Bonds
thereunder (see “THE BONDS-Optional Purchase” and “—Mandatory Purchase”), such amounts
to be paid to the Trustee as the purchase price for the Bonds tendered for purchase pursuant to
the Indenture, on the dates such payments are to be made; provided, however, that the obligation
of the Company to make any such payment under the Loan Agreement will be reduced by the
amount of any moneys held by the Trustee under the Indenture 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 Facility, as the case may be), the Company will 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 Facility, as the case may be) to the
Trustee. The Trustee has been directed to take such actions as may be necessary in accordance
with the provisions of the Indenture and the Letter of Credit (or an Alternate Credit Facility, as
the case may be), to obtain the moneys necessary to pay the purchase price of Bonds when due.
OBLIGATION ABSOLUTE
The Company’s obligation to make payments under the Loan Agreement and otherwise
on the First Mortgage Bonds is absolute, irrevocable and unconditional and is not subject to
cancellation, termination or abatement, or to any defense other than payment, or to any right of
setoff, counterclaim or recoupment arising out of any breach under the Loan Agreement or the
Indenture or otherwise by the Company, the Trustee, the Remarketing Agent, any Insurer, the
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Bank (or the Obligor on an Alternate Credit Facility, as the case may be), or any other party or
out of any obligation or liability at any time owing to the Company by any such party.
EXPENSES
The Company is obligated to pay reasonable compensation and to reimburse certain
expenses and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, the
Paying Agent, Moody’s and S&P directly to such entity.
TAX COVENANTS; TAX-EXEMPT STATUS OF BONDS
The Company covenants that the Bond proceeds, the earnings thereon and other moneys
on deposit with respect to the Bonds will not be used in such a manner as to cause the Bonds to
be “arbitrage bonds” within the meaning of the Code.
The Company covenants that it has not taken, and will not take, or permit to be taken on
its behalf, any action which would adversely affect the Tax-Exempt status of the Bonds and will
take, or require to be taken, such action as may, from time to time, be required under applicable
law or regulation to continue to cause the Bonds to be Tax-Exempt. See “TAX EXEMPTION.”
OTHER COVENANTS OF THE COMPANY
Maintenance of Existence; Conditions Under Which Exceptions Permitted. The
Company covenants that it will maintain in good standing its corporate existence as a corporation
organized under the laws of one of the states of the United States or the District of Columbia and
will remain duly qualified to do business in the State of the Issuer, will not dissolve or otherwise
dispose of all or substantially all of its assets and will not consolidate with or merge into another
corporation; provided, however, that the Company may, without violating the foregoing,
undertake from time to time any one or more of the following, if, prior to the effective date
thereof, there shall have been delivered to the Trustee an opinion of Bond Counsel stating that
the contemplated action will 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 District of Columbia),
or sell or otherwise transfer to another domestic corporation all or substantially all of its assets as
an entirety and thereafter dissolve, provided the resulting, surviving or transferee corporation, as
the case may be, must be the Company or a corporation qualified to do business in the State of
the Issuer as a foreign corporation or incorporated and existing under the laws of the State of the
Issuer, which as a result of the transaction has assumed (either by operation of law or in writing)
all of the obligations of the Company under the Loan Agreement, the First Mortgage Bonds and
the Reimbursement Agreement; or (b) convey all or substantially all of its assets to one or more
wholly owned subsidiaries of the Company so long as the Company remains in existence and
primarily liable on all of its obligations under the Loan Agreement and such subsidiary or
subsidiaries to which such assets are so conveyed guarantees in writing the performance of all of
the Company’s obligations under the Loan Agreement, the First Mortgage Bonds and the
Reimbursement Agreement.
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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 part by
the Company to another entity, subject, however, to the conditions that no assignment will (a)
adversely affect the Tax-Exempt status of the Bonds or (b) relieve (other than as described in
“Maintenance of Existence; Conditions Under Which Exceptions Permitted” above) the
Company from primary liability for its obligations to pay the First Mortgage Bonds or to make
the Loan Payments or to make payments to the Trustee with respect to payment of the purchase
price of the Bonds or for any other of its obligations under the Loan Agreement; and subject
further to the condition that the Company has delivered to the Trustee and the Bank (or the
Obligor on an Alternate Credit 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 will 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, furnish to the Issuer and the Trustee a true and
complete copy of the agreements or other documents effectuating any such assignment.
Maintenance and Repair; Taxes, Etc. The Company will maintain the Project in good
repair, keep the same insured in accordance with standard industry practice and pay all costs
thereof. The Company will pay or cause to be paid all taxes, special assessments and
governmental, 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 purposes, which
remodeling, substitutions, modifications and improvements are included under the terms of the
Loan Agreement as part of the Pollution Control Facilities; provided, however, that the Company
may not exercise any such right, power, election or option if the proposed remodeling,
substitution, modification or improvement would adversely affect the Tax-Exempt status of the
Bonds.
The Company will cause insurance to be taken out and continuously maintained in effect
with respect to the Pollution Control Facilities in accordance with standard industry practice.
Anything in the Loan Agreement to the contrary notwithstanding, the Company has the
right at any time to cause the operation of the Pollution Control Facilities to be terminated if the
Company has determined that the continued operation of the Project or the Pollution Control
Facilities is uneconomical for any reason.
LETTER 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 Facility or a Substitute Letter of Credit, but only provided that:
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(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states (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
Indenture, and (D) directs the Trustee, after taking such actions as are required to
be taken to provide moneys due under the Indenture in respect of the Bonds or the
purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as
the case may be, which is to be replaced, to the obligor thereon on the next
Business Day after the later of the effective date of the Alternate Credit Facility or
the Substitute Letter of Credit to be provided and the Expiration of the Term of
the Letter of Credit or Expiration of the Term of the Alternate Credit Facility
which is to be replaced and thereupon to deliver any and all instruments which
may be reasonably requested by such obligor and furnished to the Trustee (but
such surrender shall occur only if the requirement of (ii) below has been
satisfied);
(ii) on the date of delivery of the Alternate Credit Facility or the
Substitute Letter of Credit (which shall be the effective date thereof), the
Company shall furnish to the Trustee simultaneously with such delivery of the
Alternate Credit Facility or Substitute Letter of Credit (which delivery must occur
prior to 9:30 a.m., New York time, on such date, unless a later time on such date
shall be acceptable to the Trustee) an opinion of Bond Counsel stating that the
delivery of such Alternate Credit Facility or Substitute Letter of Credit (A)
complies with the terms of the Loan Agreement and (B) will not adversely affect
the Tax-Exempt status of the Bonds; and
(iii) in the case of the delivery of a Substitute Letter of Credit, the
Company has received the written consent of the Bank or the Obligor on an
Alternate Credit Facility; or
(b) provide for the termination on any Business Day of the Letter of Credit or
any Alternate Credit Facility then in effect, but only provided that:
(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states the Expiration of the Term of the Letter of Credit or the
Expiration of the Term of the Alternate Credit Facility which is to be terminated,
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(B) directs the Trustee to give notice of the mandatory purchase of the Bonds on
the Business Day next preceding the Expiration of the Term of the Letter of
Credit or the Expiration of the Term of the Alternate Credit Facility which is to be
terminated (which Business Day shall be not less than 30 days from the date of
receipt by the Trustee of the notice from the Company specified above), in
accordance with the Indenture, and (C) directs the Trustee, after taking such
actions as are required to be taken to provide moneys due under the Indenture in
respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to be terminated, to the
obligor thereon on the next Business Day after the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of the Alternate Credit Facility
which is to be terminated and to thereupon deliver any and all instruments which
may be reasonably requested by such obligor and furnished to the Trustee (but
such surrender shall occur only if the requirement of (ii) below has been
satisfied); and
(ii) on the Business Day next preceding the Expiration of the Term of
the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility,
which is to be terminated, the Company shall furnish to the Trustee (prior to 9:30
a.m., New York time, on such Business Day, unless a later time on such Business
Day shall be acceptable to the Trustee) an opinion of Bond Counsel stating that
the termination of such Alternate Credit Facility or Letter of Credit (A) complies
with the terms of the Loan Agreement and (B) will not adversely affect the
Tax-Exempt status of the Bonds.
EXTENSION OF A LETTER OF CREDIT
The Company may, at its election, but only with the written consent of the Bank or the
Obligor on an Alternate Credit Facility, as the case may be, at any time provide for one or more
extensions of the Letter of Credit or Alternate Credit Facility then in effect, as the case may be,
for any period commencing after its then-current expiration date.
DEFAULTS
Each of the following events constitute an “Event of Default” under the Loan Agreement:
(a) a failure by the Company to make when due any Loan Payment, any
payment required to be made to the Trustee for the purchase of Bonds or any payment on
the First Mortgage Bonds, which failure has resulted in an “Event of Default” as
described herein in paragraph (a), (b) or (c) under “THE INDENTURES—Defaults;”
(b) a failure by the Company to pay when due any amount required to be paid
under the Loan Agreement or to observe and perform any other covenant, condition or
agreement on the Company’s part to be observed or performed under the Loan
Agreement (other than a failure described in clause (a) above), which failure continues
for a period of 60 days (or such longer period as the Issuer, the Bank (or the Obligor on
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an Alternate Credit Facility, as the case may be) and the Trustee may agree to in writing)
after written notice given to the Company and the Bank (or the Obligor on an Alternate
Credit Facility, as the case may be) by the Trustee or to the Company, the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be and the Trustee by the Issuer;
provided, however, that if such failure is other than for the payment of money and cannot
be corrected within the applicable period, such failure does not constitute an Event of
Default so long as the Company institutes corrective action within the applicable period
and such action is being diligently pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of
the Company.
The Loan Agreement provides that, with respect to any Event of Default described in
clause (b) above if, by reason of acts of God, strikes, orders of political bodies, certain natural
disasters, civil disturbances and certain other events specified in the Loan Agreement, or any
cause or event not reasonably within the control of the Company, the Company is unable in
whole or in part to carry out one or more of its agreements or obligations contained in the Loan
Agreement (other than certain obligations specified in the Loan Agreement, including its
obligations to make when due Loan Payments and otherwise on the First Mortgage Bonds,
payments to the Trustee for the purchase of Bonds, to pay certain expenses and taxes, to
indemnify the Issuer, the Trustee and others against certain liabilities, to discharge liens and to
maintain its existence), the Company will not be deemed in default by reason of not carrying out
such agreements or performing such obligations during the continuance of such inability.
REMEDIES
Upon the occurrence and continuance of any Event of Default described in (a) or (c)
under “Defaults” above, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments will, without further action, become and be
immediately due and payable. Any waiver of any Event of Default under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event
or Events of Default under the Loan Agreement and a rescission and annulment of the
consequences thereof. See “THE INDENTURES—Defaults.” Upon the occurrence and
continuance of any Event of Default arising from a “Default” as such term is defined in the
Company Mortgage, the Trustee, as holder of the First Mortgage Bonds, will, subject to the
provisions of the Indenture, have the rights provided in the Company Mortgage. Any waiver
made in accordance with the Indenture of a “Default” under the Company Mortgage and a
rescission and annulment of its consequences constitutes a waiver of the corresponding Event or
Events of Default under the Loan Agreement and a rescission and annulment of the
consequences thereof.
Upon the occurrence and continuance of any Event of Default under the Loan
Agreement, the Issuer may take any action at law or in equity to collect any payments then due
and thereafter to become due, or to seek injunctive relief or specific performance of any
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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 will be applied in accordance with the Indenture.
AMENDMENTS
The Loan Agreement may be amended subject to the limitations contained in the Loan
Agreement and in the Indenture. See “THE INDENTURES—Amendment of the Loan Agreement.”
THE INDENTURES
Each Indenture will operate independently. A default under one Indenture will 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 AND SECURITY
Pursuant to the Indenture, the Loan Payments have been pledged by the Issuer to secure
the payment of the principal of, and premium, if any, and interest on, the Bonds. The Issuer has
also pledged and assigned to the Trustee all its rights and interests under the Loan Agreement
(other than its rights to indemnification and reimbursement of expenses and certain other rights),
including the Issuer’s right to delivery of the First Mortgage Bonds, and has pledged to the
Trustee all moneys and obligations deposited or to be deposited in the Bond Fund established
with the Trustee; provided that the Trustee, the Remarketing Agent, the Paying Agent and the
Registrar will have a prior claim on the Bond Fund for the payment of their compensation and
expenses and for the repayment of any advances (plus interest thereon) made by them to effect
performance of certain covenants in the Indenture if the Company has failed to make any
payment which results in an Event of Default under the Loan Agreement.
APPLICATION OF PROCEEDS OF THE BOND FUND
The proceeds from the sale of the Bonds, excluding accrued interest, if any, were
deposited with the trustee for the Prior Bonds and used to refund the Prior Bonds. There is
created under the Indenture a Bond Fund to be held by the Trustee and therein established a
Principal Account and an Interest Account. Payments made by the Company under the Loan
Agreement and otherwise on the First Mortgage Bonds in respect of the principal of, premium, if
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any, and interest on, the Bonds and certain other amounts specified in the Indenture are to be
deposited in the appropriate account in the Bond Fund. While any Bonds are outstanding and
except as provided in a Tax Exemption Certificate and Agreement among the Trustee, the Issuer
and the Company (the “Tax Certificate”), moneys in the Bond Fund will be used solely for the
payment of the principal of, and premium, if any, and interest on, the Bonds as the same become
due and payable at maturity, upon redemption or upon acceleration of maturity, subject to the
prior claim of the Trustee, the Remarketing Agent, the Paying Agent and the Registrar to the
extent described above in “Pledge and Security.”
INVESTMENT OF FUNDS
Subject to the provisions of the Tax Certificate, moneys in the Bond Fund will, at the
direction of the Company, be invested in securities or obligations specified in the Indenture.
Gains from such investments will be credited, and any loss will be charged, to the particular fund
or account from which the investments were made.
DEFAULTS
Each of the following events will constitute an “Event of Default” under the Indenture:
(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 maturity, 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 after
such interest has become due and payable;
(c) a failure to pay amounts due in respect of the purchase price of Bonds
delivered to the Trustee for purchase after such payment has become due and payable as
provided under the captions “THE BONDS—Optional Purchase” and “—Mandatory
Purchase;”
(d) a failure by the Issuer to observe and perform any covenant, condition,
agreement or provision contained in the Bonds or the Indenture (other than a failure
described in clause (a), (b) or (c) above), which failure continues for a period of 90 days
after written notice has been given to the Issuer and the Company by the Trustee, which
notice may be given at the discretion of the Trustee and must be given at the written
request of the Owners of not less than 25% in principal amount of Bonds then
outstanding, unless such period is extended prior to its expiration by the Trustee, or by
the Trustee and the Owners of a principal amount of Bonds not less than the principal
amount of Bonds the Owners of which requested such notice, as the case may be;
provided, however, that the Trustee, or the Trustee and the Owners of such principal
amount of Bonds, as the case may be, will be deemed to have agreed to an extension of
such period if corrective action is initiated by the Issuer, or the Company on behalf of the
Issuer, within such period and is being diligently pursued;
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(e) an “Event of Default” under the Loan Agreement;
(f) a “Default” under the Company Mortgage; or
(g) the Trustee’s receipt of written notice (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 occurrence (without waiver or cure) of an Event of Default described in clause
(a), (b), (c), (f) or (g) under “Defaults” above or an Event of Default described in clause (e)
under “Defaults” above resulting from an “Event of Default” under the Loan Agreement as
described under clause (a) or (c) of “THE LOAN AGREEMENT—Defaults” herein, and further 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 Bank
(if its Letter of Credit is in effect and if no Bank Default shall have occurred and be continuing)
or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred and is
continuing), then the Bonds will, without further action, become immediately due and payable
and, during 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
described in the Indenture and the Trustee will as promptly as practicable draw moneys under the
Letter of Credit or an Alternate Credit Facility, as the case may be, to the extent available
thereunder, in an amount sufficient to pay principal of and accrued interest on the Bonds payable
on the Bond Payment Date established as described in the Indenture; provided that any waiver of
any “Default” under the Company Mortgage and a rescission and annulment of its consequences
will constitute a waiver of the corresponding Event or Events of Default under the Indenture and
rescission and annulment of the consequences thereof.
The provisions described in the preceding paragraph are subject further to the condition
that if, so long as no Letter of Credit or Alternate Credit Facility is outstanding, after the
principal of the Bonds have been so declared to be due and payable and before any judgment or
decree for the payment of the moneys due have been obtained or entered as hereinafter provided,
the Issuer will cause to be deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all Bonds and the principal of any and all Bonds which have
become due otherwise than by reason of such declaration (with interest upon such principal and,
to the extent permissible by law, on overdue installments of interest, at the rate per annum
specified in the Bonds) and such amount as are sufficient to cover reasonable compensation and
reimbursement of expenses payable to the Trustee, and all Events of Default under the Indenture
(other than nonpayment of the principal of Bonds which has become due by said declaration) has
been remedied, then, in every such case, such Event of Default is deemed waived and such
declaration and its consequences rescinded and annulled, and the Trustee will promptly give
written notice of such waiver, rescission and annulment to the Issuer and the Company and will
give notice thereof to Owners of the Bonds by first-class mail; provided, however, that no such
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waiver, rescission and annulment will extend to or affect any other Event of Default or
subsequent Event of Default or impair any right, power or remedy consequent thereon.
The provisions described in the second preceding paragraph are, further, subject to the
condition that, if an Event of Default described in clause (g) under “Defaults” above has
occurred and if the Trustee thereafter has received written notice from the Bank (or the Obligor
on the Alternate Credit 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 principal and (ii) interest on the Bonds and
the portion of purchase price equal to accrued interest have been reinstated to an amount equal to
the principal amount of the Bonds Outstanding plus accrued interest thereon for the applicable
Interest Coverage Period at the Interest Coverage Rate, then, in every such case, such Event of
Default is deemed waived and its consequences rescinded and annulled, and the Trustee will
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, will give notice thereof by Mail to all Owners of Outstanding Bonds; but no such
waiver, rescission and annulment will extend to or affect any subsequent Event of Default or
impair any right or remedy consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the
Trustee may, with the consent of the Bank (if its Letter of Credit is in effect and if no Bank
Default shall have occurred and be continuing) or the Insurer (if its policy is in effect and no
Insurer Default has occurred and is continuing), and upon the written direction of the Owners of
not less than 25% in principal amount of the Bonds outstanding and receipt of indemnity to its
satisfaction (except against gross negligence or willful 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 Bank (or the Obligor on an Alternate Credit Facility, as the case may be) to
carry out any agreements, bring suit upon the Bonds or enjoin any acts or things which may be
unlawful or in violation of the rights of the Owners of the Bonds. So long as an Insurer Default
has not occurred and is continuing, upon the occurrence and continuance of an Event of Default,
the Insurer is entitled to control and direct the enforcement of all rights and remedies granted to
the Owners or the Trustee for the benefit of the Owners under the Indenture. So long as a Bank
Default has not occurred and is continuing, upon the occurrence and continuance of an Event of
Default, the Bank is entitled to control and direct the enforcement of all rights and remedies
granted to the owners or the Trustee for the benefit of Owners under the Indenture. The Trustee
is not required to take any action in respect of an Event of Default (other than, in certain
circumstances, to declare the Bonds to be immediately due and payable, to notify the Insurer of
payments to be made pursuant to the Insurance Policy, to make certain payments with respect to
the Bonds and to draw on the Letter of Credit (or Alternate Credit Facility, as the case may be))
or to enforce the trusts created by the Indenture except upon the written request of the Owners of
not less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity
satisfactory to it.
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The Owners of a majority in principal amount of Bonds then outstanding will have the
right to direct the time, method and place of conducting all remedial proceedings available to the
Trustee under the Indenture or exercising any trust or power conferred on the Trustee upon
furnishing satisfactory indemnity to the Trustee (except against gross negligence or willful
misconduct) and provided that such direction does not result in any personal liability of the
Trustee.
No Owner of any Bond will have any right to institute any suit, action or proceeding in
equity or at law for the execution of any trust or power of the Trustee unless such Owner has
previously given the Trustee written notice of an Event of Default and unless the Owners of not
less than 25% in principal amount of the Bonds then outstanding have made written request of
the Trustee so to do, and unless satisfactory indemnity (except against gross negligence or willful
misconduct) has been offered to the Trustee and the Trustee has not complied with such request
within a reasonable time.
Notwithstanding any other provision in the Indenture, the right of any Owner to receive
payment of the principal of, premium, if any, and interest on the Owner’s Bond on or after the
respective due dates expressed therein, or to institute suit for the enforcement of any such
payment on or after such respective dates, will not be impaired or affected without the consent of
such Owner of Bonds.
DEFEASANCE
All or any portions of Bonds (in Authorized Denominations) will, prior to the maturity or
redemption date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a) in the event said Bonds or portions thereof have been selected for
redemption, the Trustee has given, or the Company has given to the Trustee in form
satisfactory to it irrevocable instructions 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
Facility;
(c) the moneys so deposited with the Trustee are in an amount sufficient
(without relying on any investment income) to pay when due the principal of, premium, if
any, and interest due and to become due (which amount of interest to become due is
calculated at the Maximum Interest Rate unless the interest rate borne by all of such
Bonds is not subject to adjustment prior to the maturity or redemption thereof, in which
case the amount of interest is calculated at the rate borne by such Bonds) on said Bonds
or portions thereof on and prior to the redemption date or maturity date thereof, as the
case may be; provided, however, that if such payment is to be made upon optional
redemption, such payment is made from Available Moneys;
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(d) in the event said Bonds or portions thereof do not mature and are not to be
redeemed within the next succeeding 60 days, the Issuer at the direction of the Company
has given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as
practicable in the same manner as a notice of redemption is given pursuant to the
Indenture, a notice to the Owners of said Bonds or portions thereof and to the Insurer that
the deposit required by clause (b) above has been made with the Trustee and that said
Bonds or portions thereof are deemed to have been paid and stating the maturity or
redemption date upon which moneys are to be available for the payment of the principal
of and premium, if any, and interest on said Bonds or portions thereof;
(e) the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of an independent public accountant of nationally recognized standing,
selected by the Company (an “Accountant’s Opinion”), to the effect that the
requirements set forth in clause (c) above have been satisfied;
(f) the Issuer, the Company, the Trustee and the Insurer shall have received
written evidence from Moody’s, if the Bonds are then rated by Moody’s, and S&P, if the
Bonds are then rated by S&P, that such action will not result in a reduction, suspension or
withdrawal of the rating; and
(g) the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of Bond Counsel to the effect that such deposit will not adversely affect the
Tax-Exempt status of the Bonds (“Bond Counsel’s Opinion”).
Moneys deposited with the Trustee as described above may not be withdrawn or used for
any purpose other than, and are held in trust for, the payment of the principal of, premium, if
any, and interest on said Bonds or portions thereof, or for the payment of the purchase price of
Bonds in accordance with the Indenture; provided that such moneys, if not then needed for such
purpose, will, to the extent practicable, be invested and reinvested in Government Obligations
maturing on or prior to the earlier of (a) the date moneys may be required for the purchase of
Bonds or (b) the Interest Payment Date next succeeding the date of investment or reinvestment,
and interest earned from such investments are paid over to the Company, as received by the
Trustee, free and clear of any trust, lien or pledge.
The provisions of the Indenture relating to (a) the registration and exchange of Bonds, (b)
the delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with
respect thereto, (c) the mandatory purchase of the Bonds in connection with the Expiration of the
Term of the Letter of Credit or the Expiration of the Term for Alternate Credit Facility, as the
case may be, and (d) payment of the Bonds from such moneys, will remain in full force and
effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed for
redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, however, that the provisions with respect to registration and
exchange of Bonds will continue to be effective until the maturity or the last date fixed for
redemption of all Bonds.
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In the event the requirements of the next to the last sentence of the next succeeding
paragraph can be satisfied, the preceding three paragraphs will not apply and the following two
paragraphs will be applicable.
Any Bond will be deemed to be paid within the meaning of the Indenture when (a)
payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due
date thereof (whether such due date is by reason of maturity or acceleration or upon redemption
as provided in the Indenture) either (i) has been made or caused to be made in accordance with
the terms thereof or (ii) has been provided for by irrevocably depositing with the Trustee in trust
and irrevocably set aside exclusively for such payment, (A) moneys, which are Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case
may be, sufficient to make such payment and/or (B) Government Obligations purchased with
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 will
insure, without reinvestment, the availability of sufficient moneys to make such payment;
provided, however, that if such payment is to be made upon optional redemption, such payment
is made from Available Moneys or from Government Obligations purchased with Available
Moneys; (b) all necessary and proper fees, compensation and expenses of the Issuer, the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made have been
paid or the payment thereof provided for to the satisfaction of the Trustee; and (c) an
Accountant’s Opinion, to the effect that such moneys and/or Government Obligations will
insure, without reinvestment, the availability of sufficient moneys to make such payment, a
Bankruptcy Counsel’s Opinion to the effect that the payment of the Bonds from the moneys
and/or Government Obligations so deposited will not result in a voidable preference under
Section 547 of the United States Bankruptcy Code in the event that either the Issuer of the
Company were to become a debtor under the United States Bankruptcy Code and a Bond
Counsel’s Opinion has been delivered to the Issuer, the Company, the Trustee, Moody’s, if the
Bonds are then rated by Moody’s, and S&P, if the Bonds are then rated by S&P. The provisions
of this paragraph apply only if (x) the Bond with respect to which such deposit is made is to
mature or be called for redemption prior to the next succeeding date on which such Bond is
subject to purchase as described herein under the captions “THE BONDS—Optional Purchase”
and “—Mandatory Purchase” and (y) the Company waives, to the satisfaction of the Trustee, its
right to convert the interest rate borne by such Bond.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the
immediately preceding paragraph will be deemed a payment of such Bonds as aforesaid until: (a)
proper notice of redemption of such Bonds has been previously given in accordance with the
Indenture, or in the event said Bonds are not to be redeemed within the next succeeding 60 days,
until the Company has given the Trustee on behalf of the Issuer, in form satisfactory to the
Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds in
accordance with the Indenture, that the deposit required by clause (a)(ii) above has been made
with the Trustee and that said Bonds are deemed to have been paid in accordance with the
Indenture and stating the maturity or redemption date upon which moneys are to be available for
the payment of the principal of and the applicable redemption premium, if any, on said Bonds,
plus interest thereon to the due date thereof; or (b) the maturity of such Bonds.
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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, will 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 Facility, as the case may be), an instrument or instruments in writing
executed by (a) the Insurer, if any and if no Insurer Default has occurred and is continuing, or (b)
the Owners of not less than a majority in principal amount of the Bonds then outstanding and, if
no Insurer Default has occurred and is continuing, the Insurer, if any. The Trustee may also be
removed by the Issuer under certain circumstances.
MODIFICATIONS AND AMENDMENTS
The Indenture may be modified or amended by the Issuer and the Trustee by
supplemental indentures without the consent of the Owners of the Bonds, but with the consent of
the Bank in certain circumstances, for any of the following purposes: (a) to cure any formal
defect, omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and
agreements of the Issuer contained in the Indenture or of the Company, the Insurer, if any, or the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any
document, other covenants or agreements thereafter to be observed, or to assign or pledge
additional security for any of the Bonds, or to surrender any right or power reserved or conferred
upon the Issuer or the Company which does not materially adversely affect the interests of
Owners of the Bonds; (c) to confirm, as further assurance, any pledge of or lien on any property
subjected or to be subjected to the lien of the Indenture; (d) to comply with the requirements of
the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the
Indenture or any supplemental indenture in any other respect which in the judgment of the
Trustee is not materially adverse to the Owners of the Bonds; provided, however, that any such
modification, alteration, amendment or supplement will not take effect until the Insurer, if any
(unless an Insurer Default has occurred and is continuing), and the Bank or the Obligor on an
Alternate Credit Facility, as the case may be, has consented in writing to such modification,
alteration, amendment or supplement; provided further that in determining whether any such
modification, alteration, amendment or supplement is materially adverse to the Owners of the
Bonds, the Trustee will consider the effect on the Owners as if there were no Insurance Policy
with respect to the Bonds; (f) to implement a conversion of the interest rate on the Bonds or to
evidence or give effect to or facilitate the delivery and administration under the Indenture of an
Alternate Credit Facility 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-entry
registration system for any of the Bonds; (i) to provide for uncertificated Bonds or for the
issuance of coupons and bearer Bonds or Bonds registered only as to principal, but only to the
extent that such would not adversely affect the Tax-Exempt status of the Bonds; (j) to secure or
maintain ratings for the Bonds from Moody’s and/or S&P in both the highest short-term or
commercial paper debt Rating Category (as defined in the Indenture) and also in either of the two
highest long-term debt Rating Categories; (k) to provide demand purchase obligations to cause
the Bonds to be authorized purchases for investment companies; (1) to provide for any Substitute
Collateral and the release of any First Mortgage Bonds; (m) to provide for the appointment of a
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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; (o) to provide for any additional procedures, covenants or agreements necessary to
maintain the Tax-Exempt status of the Bonds; (p) to modify, alter, amend or supplement the
Indenture in any other respect, 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 occurrence of an Insurer
Default or to provide for an additional Insurer following the withdrawal or suspension or
reduction below AAA (or its equivalent rating) by S&P and Aaa (or its equivalent rating) by
Moody’s of the long-term ratings of 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 indenture as described
above, there must be delivered to the Trustee, the Company, the Insurer, if any, and the Bank (or
the Obligor on an Alternate Credit Facility, as the case may be) an opinion of Bond Counsel
stating that such supplemental indenture is authorized or permitted by the Indenture and will,
upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with
its terms, and will not impair the validity under the Act, of the Bonds or adversely affect the
Tax-Exempt status of the Bonds.
The Trustee will provide written notice of any Supplemental Indenture to the Insurer, if
any, the Bank (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 outstanding at least 30 days prior to the effective date
of such Supplemental Indenture. Such notice must state the effective date of such Supplemental
Indenture, briefly describe the nature of such Supplemental Indenture and state that a copy
thereof is on file at the principal office of the Trustee for inspection by the parties mentioned in
the preceding sentence.
Except for supplemental indentures entered into for the purposes described above, the
Indenture will not be modified, altered, amended supplemented or rescinded without the consent
of the Bank (if its Letter of Credit is in effect and no Bank Default has occurred and is
continuing) or the Insurer, if any (unless an Insurer Default has occurred and is continuing),
together with not less than 60% in the aggregate principal amount of Bonds outstanding, who
have the right to consent to and approve any supplemental indenture; provided that, unless
approved in writing by the Bank (if its Letter of Credit is in effect and no Bank Default has
occurred and is continuing) or Insurer, if any (unless an Insurer Default has occurred and is
continuing), and the Owners of all the Bonds then affected thereby, there will not be permitted
(a) a change in the times, amounts or currency of payment of the principal of, or premium, if any,
or interest on any Bond, a change in the terms of the purchase thereof by the Trustee, or a
reduction in the principal amount or redemption price thereof or the rate of interest thereon, (b)
the creation of a claim or lien on or a pledge of the Revenues ranking prior to or on a parity with
the claim, lien or pledge created by the Indenture, or (c) a reduction in the aggregate principal
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amount of Bonds the consent of the Owners of which is required to approve any such
supplemental indenture or which is required to approve any amendment to the Loan Agreement.
No such amendment of the Indenture will be effective without the prior written consent of the
Company.
AMENDMENT OF THE 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 occurred and is continuing), modify,
alter, amend or supplement the Loan Agreement, and the Trustee may consent thereto, as may be
required (a) by the provisions of the Loan Agreement and the Indenture; (b) for the purpose of
curing any formal defect, omission, inconsistency or ambiguity therein; (c) in connection with
any other change therein which in the judgment of the Trustee is not materially adverse to the
Owners of the Bonds; provided, however, that any such modification, alteration, amendment or
supplement will not take effect until the Insurer, if any (unless an Insurer Default has occurred
and is continuing), and the Bank or the Obligor on an Alternate Credit Facility, as the case may
be, have consented in writing to such modification, alteration, amendment or supplement;
provided further that in determining whether any such modification, alteration, amendment or
supplement is materially adverse to the Owners of the Bonds, the Trustee will 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 Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any
document, other covenants or agreements thereafter to be observed, or to assign or pledge
additional security for any of the Bonds, or to facilitate the delivery and administration of an
Alternate Credit Facility or a Substitute Letter of Credit, or to surrender any right or power
reserved or conferred upon the Issuer or the Company, which does not materially adversely
affect the interest of the Owners of the Bonds; (g) to provide demand purchase obligations to
cause the Bonds to be authorized purchases for investment companies, (h) to provide the
procedures required to permit any Owner to separate the right to receive interest on the Bonds
from the right to receive principal thereof and to sell or dispose of such right as contemplated by
Section 1286 of the Code; (i) to provide for any additional procedures, covenants or agreements
necessary to maintain the Tax-Exempt status of interest on the Bonds; (j) to modify, alter, amend
or supplement the Loan Agreement in any other respect, including amendments which would
otherwise be described herein, if the effective date of such supplement or amendment is a date on
which all of the Bonds affected thereby are subject to mandatory purchase and are so purchased;
and (k) to provide for the delivery to the Trustee of an Insurance Policy or replacement of any
Insurer or for an additional Insurer following the occurrence of an Insurer Default or to provide
for an additional Insurer following the withdrawal or suspension or reduction below AAA (or its
equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody’s of the long-term ratings
of 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
- 43 -
rating on the Bonds equal to AAA (or its equivalent rating) by S&P and Aaa (or its equivalent
rating) by Moody’s.
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, (a) the Trustee will 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 Indenture
and the Act, complies with their respective terms, will, upon the execution and delivery thereof,
be valid and binding upon the Issuer in accordance with its terms and will not adversely affect
the Tax-Exempt status of the Bonds.
The Issuer will not enter into and the Trustee will not consent to any other amendment,
change or modification of the Loan Agreement without the written approval or consent of the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), the Insurer, if any
(unless an Insurer Default has occurred and is continuing), and the Owners of not less than 60%
in the aggregate principal amount of the Bonds at the time outstanding; provided, however, that,
unless approved in writing by the Owners of all Bonds affected thereby, nothing in the Indenture
may permit, or be construed as permitting, a change in the obligations of the Company to make
Loan Payments or payments to the Trustee for the purchase of Bonds or the nature of the
obligations of the Company on the First Mortgage Bonds. No amendment of the Loan
Agreement will become effective without the prior written consent of the Insurer, if any (unless
an Insurer Default has occurred and is continuing), and the Company and under certain
circumstances, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be).
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, there must be delivered to the Issuer, the Bank (or the Obligor on an Alternate Credit
Facility, 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, will,
upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with
its terms and will not adversely affect the Tax-Exempt status of the Bonds.
REMARKETING
The Remarketing Agent has agreed with the Company, subject to the terms and
provisions of the Remarketing Agreement, that the Remarketing Agent will use its best efforts,
as remarketing agent, to solicit purchases from potential investors of the Bonds. Pursuant to
such Remarketing Agreement, the Company has agreed to indemnify the Remarketing Agent
against certain liabilities and expenses, including liabilities arising under federal and state
securities laws, and to pay for certain expenses in connection with the reoffering of the Bonds.
- 44 -
In the ordinary course of business, the Remarketing Agent and its affiliates have provided
investment banking services or bank financing to the Company, its subsidiaries or affiliates in
the past for which they have received customary compensation and expense reimbursement, and
may do so again in the future.
TAX EXEMPTION
In connection with the original 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 either Stoel
Rives Boley Jones & Grey or Chapman and Cutler LLP. No independent investigation has been
made to confirm 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 reaffirmation 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, will deliver
opinions in connection with execution and delivery of the Third Supplemental Indentures 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 Indentures (i) are authorized or permitted by
the Trust Indenture relating thereto and the Act and comply with their respective terms, (ii) upon
the execution and delivery thereof, will be valid and binding upon the applicable Issuer in
accordance with their respective terms and (iii) will not adversely affect the Tax-Exempt status
of the related Series of Bonds, (b) such First Supplemental Loan Agreements (i) are authorized
or permitted by the Original Loan Agreement or Trust Indenture relating thereto and the Act and
comply with their respective terms, (ii) will be valid and binding upon the applicable Issuer in
accordance with their respective terms and (iii) will not adversely affect 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 will not adversely affect the Tax-Exempt status of the
related Series of Bonds. Except (A) the adjustment of the interest rate on the Bonds described in
the Chapman and Cutler, 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) as
necessary to render the foregoing opinion, Chapman and Cutler has not reviewed any factual or
legal maters relating to the prior opinion of Bond Counsel or the Bonds subsequent to their date
of issuance. The proposed form of such opinions is set forth in APPENDIX D.
CERTAIN LEGAL MATTERS
Certain legal matters in connection with the remarketing will be passed upon by
Chapman and Cutler LLP, as Bond Counsel to the Company. Certain legal matters will be
passed upon for the Company by Paul J. Leighton, Esq., as counsel for the Company. The
validity of the Letter of Credit will be passed upon for the Bank by in-house counsel to the Bank.
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MISCELLANEOUS
The attached Appendices (including the documents incorporated by reference therein) are
an integral part of this Reoffering Circular and must be read together with all of the balance of
this Reoffering Circular.
The Issuer has not assumed nor will assume any responsibility for the accuracy or
completeness of any information contained herein or in the Appendices hereto, all of which was
furnished by others.
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APPENDIX A
PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.7 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 77 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,482 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 15,900 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with public and private
utilities, energy marketing companies and incorporated municipalities as a result of excess
electricity generation or other system balancing activities. PacifiCorp is subject to
comprehensive state and federal regulation. PacifiCorp’s subsidiaries support its electric utility
operations by providing coal mining and environmental remediation services. PacifiCorp is an
indirect subsidiary of MidAmerican Energy Holdings Company (“MEHC”), a holding company
based in Des Moines, Iowa that owns subsidiaries principally engaged in energy businesses.
MEHC is a consolidated subsidiary of Berkshire Hathaway Inc. (“Berkshire Hathaway”).
MEHC controls substantially all of PacifiCorp’s voting securities, which include both common
and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions in the jurisdictions in which the Company’s facilities operate; changes in
federal, state and local governmental, legislative or regulatory requirements affecting the
Company or the electric utility industry; 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 construction; the outcome
of general rate cases and other proceedings conducted by regulatory commissions or other
governmental and legal bodies; changes in economic, industry or weather conditions, as well as
demographic trends, that could affect customer growth and usage or supply of electricity or the
Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load and prices that could impact the hedging strategy and costs to
balance electricity and load supply; hydroelectric conditions, as well as the cost, feasibility and
eventual outcome of hydroelectric relicensing proceedings, that could have a significant impact
on electric capacity and cost and the Company’s ability to generate electricity; changes in prices,
availability and demand for both purchases and sales of wholesale electricity, coal, natural gas,
other fuel sources and fuel transportation that could have a significant impact on generation
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capacity and energy costs; the financial condition and creditworthiness of the Company’s
significant customers and suppliers; changes in business strategy or development plans;
availability, terms and deployment of capital, including reductions in demand for investment-
grade commercial paper, debt securities and other sources of debt financing and volatility in the
London Interbank Offered Rate, the base interest rate for the Company’s credit facilities;
changes in the Company’s credit ratings; performance of the Company’s generating facilities,
including unscheduled outages or repairs; the impact of derivative contracts used to mitigate or
manage volume, price and interest rate risk, including increased collateral requirements, and
changes in the commodity prices, interest rates and other conditions that affect the fair value of
derivative contracts; increases in employee healthcare costs; the impact of investment
performance and changes in interest rates, legislation, healthcare cost trends, mortality and
morbidity on pension and other postretirement benefits expense and funding requirements;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including 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 Certain Documents by Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Suite 2000, Portland, Oregon 97232; the telephone number is [phone].
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information (including proxy and
information statements) filed by the Company may be inspected and copied at public reference
rooms maintained by the Commission in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information on the public
reference rooms. The Company’s filings with the Commission are also available to the public at
the website maintained by the Commission at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
2. Quarterly Reports on Form 10-Q for the three months ended March 31, 2010 and
June 30, 2010.
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3. Current Report on Form 8-K, dated January 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 filing of the Quarterly Report on Form 10-Q for the six months ended
June 30, 2010 and before the termination of the reoffering made by this Reoffering Circular (the
“Reoffering Circular”) shall be deemed to be incorporated by reference in this Reoffering
Circular and to be a part hereof from the date of filing such documents (such documents and the
documents enumerated above, being hereinafter referred to as the “Incorporated Documents”),
provided, however, that the documents enumerated above and the documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year
during which the reoffering made by this Reoffering Circular is in effect before the filing of the
Company’s Annual Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference in this Reoffering Circular or be a part hereof from
and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Reoffering Circular or delivered
herewith. The Company hereby undertakes to provide without charge to each person to whom a
copy of this Reoffering Circular has been delivered, on the written or oral request of any such
person, a copy of any or all of the Incorporated Documents, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference therein. Requests for
such copies should be directed to PacifiCorp, 825 N.E. Multnomah, Suite 2000, Portland,
Oregon 97232, telephone number [phone]. The information relating to the Company
contained in this Reoffering Circular does not purport to be comprehensive and should be read
together with the information contained in the Incorporated Documents.
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APPENDIX B
INFORMATION REGARDING THE BANK
The information under this heading has been provided solely by the Bank and is believed
to be reliable. This information has not been verified 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 BANK, NATIONAL ASSOCIATION
Wells Fargo Bank, National Association (the “Bank”) is a national banking association
organized under the laws of the United States of America with its main office at 101 North
Phillips Avenue, Sioux Falls, South Dakota 57104, and engages in retail, commercial and
corporate banking, real estate lending and trust and investment services. The Bank is an indirect,
wholly owned subsidiary of Wells Fargo & Company, a diversified financial services company,
a financial holding company and a bank holding company registered under the Bank Holding
Company Act of 1956, as amended, with its principal executive offices located in San Francisco,
California (“Wells Fargo”).
Effective at 11:59 p.m. on December 31, 2008, Wells Fargo acquired Wachovia
Corporation and its subsidiaries in a stock-for-stock merger transaction. Information about this
merger has been included in filings made by Wells Fargo with the Securities and Exchange
Commission (“SEC”). Copies of these filings are available free of charge on the SEC’s website
at www.sec.gov or by writing to Wells Fargo’s Corporate Secretary at the address given below.
Each quarter, the Bank files with the FDIC financial reports entitled “Consolidated
Reports of Condition and Income for Insured Commercial Banks with Domestic and Foreign
Offices,” commonly referred to as the “Call Reports.” The Bank’s Call Reports are prepared in
accordance with regulatory accounting principles, which may differ from generally accepted
accounting principles. The publicly available portions of the Call Reports contain the most
recently filed quarterly reports of the Bank, which include the Bank’s total consolidated assets,
total domestic and foreign deposits, and total equity capital. These Call Reports, as well as the
Call Reports filed by the Bank with the FDIC after the date of this Offering Memorandum, may
be obtained from the FDIC, Disclosure Group, Room F518, 550 17th Street, N.W., Washington,
D.C. 20429 at prescribed rates, or from the FDIC on its Internet site at www.fdic.gov, or by
writing to the Wells Fargo Corporate Secretary’s Office, Wells Fargo Center, Sixth and
Marquette, MAC N9305-173, Minneapolis, MN 55479.
The Letter of Credit will be solely an obligation of the Bank and will not be an
obligation of, or otherwise guaranteed by, Wells Fargo, and no assets of Wells Fargo or any
affiliate of the Bank or Wells Fargo will be pledged to the payment thereof. Payment of the
Letter of Credit will not be insured by the FDIC.
B-2
The information contained in this section, including financial information, relates to and
has been obtained from the Bank, and is furnished solely to provide limited introductory
information regarding the Bank and does not purport to be comprehensive. Any financial
information provided in this section is qualified in its entirety by the detailed information
appearing in the Call Reports referenced above. The delivery hereof shall not create any
implication that there has been no change in the affairs of the Bank since the date hereof.
ApPENDIXC
ApPROVING OPINIONS OF BOND COUNSEL
September , 1992
$22,485,000
CONVERSE COUNTY, WYOMING
POLLUTION CONTROL REFUNDING REVENUE BONDS
(PacifiCorp Project)
Series 1992
We have reviewed a transcript of the proceedings relating to the issuance by Converse County, Wyoming
(the "Issuer"), of the above referenced 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 2, 1992
(the "Resolution") and a Trust Indenture dated as of September 1, 1992 (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 thereto in the
Indenture.
The Bonds are being issued to provide funds which wil be used to refund and redeem on October i, 1992
the Issuer's Collateralized Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series
1976 (the "1976 Bonds") currently Outstanding in the aggregate principal amount of $22,485,000. October
1, 1992 is the date set for the irrevocable redemption of all then outstanding 1976 Bonds. The Issuer wil
make the funds arising from the sale of the Bonds available to PacifiCorp, an Oregon corporation (the
"Company"), pursuant to a Loan Agreement dated September 1, 1992 between the Issuer and the Company
(the "Loan Agreement"), the proceeds of which Loan wil be used, together with certain 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 Trust Estate initially includes an irrevocable
direct pay letter 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 Reimbursement
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 circumstances, be terminated, in
which event it may (or under certain conditions, may not) be replaced by an Alternate Credit Facility.
In rendering the opinions set forth herein, we have relied upon: (i) an opinion of even date herewith
rendered by Gibson, Dunn & Crutcher, counsel to the Bank, and assumed the accuracy of certain opinions
expressed by Henrici, Wicki & Guggisberg, Swiss Counsel to the Bank, regarding the due authorization,
execution, delivery, validity and enforceability 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
assumed (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 transactions 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 warranties made by the Company and other
parties in the various documents relating to the issuance and sale of the Bonds, but have not undertaken to
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verify independently, and have assumed, the accuracy of the factual matters represented, warranted 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 will not be
included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibility
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 and certain actions mayor will
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 express no opinion as to whether, following any
such adjustment or change or the taking of any such action, the interest on the Bonds will 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 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 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 Loan Agreement and to authorize,
issue, 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 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
instrumentality 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 purpose of paying any amounts owing under or with
respect 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 gross
income for purposes 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 refinanced out of the proceeds of the Bonds or a
"related person" as such terms 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 interest on the Bonds becoming includible for federal income tax purposes in
the gross incomes of the Owners and former Owners thereof, which includibility in gross income could be
retroactive 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,
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and will 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 purposes 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 imposed 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 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 consequences related to the ownership or
disposition 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 Trustee for the benefit of the Owners of the Bonds under
the Indenture) and the enforceability 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 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.
STOEL RIVE BOLEY JONES & GREY
By DRAIT ONLy-NOT SIGNED
Patrick G. Boylston
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September ,1992
$9,335,000
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REFUNDING REVENUE BONDS
(PacifiCorp Project)
Series 1992A
We have reviewed a transcript of the proceedings relating to the issuance by Sweetwater County,
Wyoming (the "Issuer"), of the above referenced 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 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 thereto in the
Indenture.
The Bonds are being issued to provide funds which will 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 $9,335,000. October 1, 1992 is
the date set for the irrevocable redemption of all then outstanding 1975A Bonds. The Issuer wil make the
funds arising from the sale of the Bonds available to PacifiCorp,an Oregon corporation (the "Company"),
pursuant to a Loan Agreement dated September 1, 1992 between the Issuer and the Company (the "Loan
Agreement"), the proceeds of which Loan wil be used, together with certain other moneys provided by the
Company, to pay the principal of, and interest on, the 1975A Bonds on and after October 1, 1992 as such
1975A Bonds are presented for payment. The Bonds are 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 Trust Estate. The Trust Estate initially includes an irrevocable
direct pay letter 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 Reimbursement
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 circumstances, be terminated, in
which event it may (or under certain conditions, may not) be replaced by an Alternate Credit Facilty.
In rendering the opinions set forth herein, we have relied upon: (i) an opinion of even date herewith
rendered by Gibson, Dunn & Crutcher, counsel to the Bank, and assumed the accuracy of certain opinions
expressed by Henrici, Wicki & Guggisberg, Swiss Counsel to the Bank, regarding the due authorization,
execution, delivery, validity and enforceability of the Letter of Credit, and (ii) an opinion of even date
herewith of Sue Kearns, County and Prosecu.ting 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
assumed (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 transactions 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 warranties made by the Company and other
parties in the various documents relating to the issuance and sale of the Bonds, but have not undertaken to
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verify independently, and have assumed, the accuracy of the factual matters represented, warranted 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 will not be
included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibility
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 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 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 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 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 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 Loan Agreement and to authorize,
issue, 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 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
instrumentality 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 purpose of paying any amounts owing under or with
respect 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 gross
income for purposes 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 refinanced out of the proceeds of the Bonds or a
"related person" as such terms 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 interest on the Bonds becoming includible for federal income tax purposes in
the gross incomes of the Owners and former Owners thereof, which includibility in gross income could be
retroactive 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-5
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 actjvity 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 purposes of computing the alternative minimum tax imposed 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 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
above, we express no opinion regarding other federal or state tax consequences related to the ownership or
disposition 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 Trustee for the benefit of the Owners of the Bonds under
the Indenture) and the enforceability 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 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.
STOEL RIVE BOLEY JONES & GREY
By DRAIT ONLy-NoT SIGNED
Patrick G. Boylston
C-6
September , 1992
$6,305,000
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REFUNDING REVENUE BONDS
(PacifiCorp Project)
Series 19928
We have reviewed a transcript of the proceedings relating to the issuance by Sweetwater County,
Wyoming (the "Issuer"), of the above referenced 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 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 thereto in the
Indenture.
The Bonds are being issued to provide funds which wil be used to refund and redeem on December 1,
1992 the Issuer's Pollution Control Revenue Bonds (Pacific Power & Light Company Project) Series 1975B
(the "1975B Bonds") currently Outstanding in the aggregate principal amount of $6,305,000. December 1,
1992 is the date set for the irrevocable redemption of all then outstanding 1975B Bonds. The Issuer wil 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 "Loan
Agreement"), the proceeds of which Loan wil be used, together with certain other moneys provided by the
Company, to pay the principal of, and interest on, the 1975B Bonds on and after December 1, 1992 as such
1975B Bonds are presented for payment. The Bonds are 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 Trust Estate. The Trust Estate initially includes an irrevocable
direct pay letter 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 Reimbursement
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 circumstances, be terminated, in
which event it may (or under certain conditions, may not) be replaced by an Alternate Credit Facility.
In rendering the opinions set forth herein, we have relied upon: (i) an opinion of even date herewith
rendered by Gibson, Dunn & Crutcher, counsel to the Bank, and assumed the accuracy of certain opinions
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 Kearns, County and Prosecuting 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
assumed (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-transactions 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 warranties made by the Company and other
parties in the various documents relating to the issuance and sale of the Bonds, but have not undertaken to
C-7
verify independently, and have assumed, the accuracy of the factual matters represented, warranted 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 will not be
included in gross income for federal income tax purposes. Furthermore, we have undertaken no responsibility
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 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 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 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 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 Loan Agreement and to authorize,
issue, 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 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
instrumentality 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 purpose of paying any amounts owing under or with
respect 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 gross
income for purposes 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 refinanced out of the proceeds of the Bonds or a
"related person" as such terms are used in Section l47(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 interest on the Bonds becoming includible for federal income tax purposes in
the gross incomes of the Owners and former Owners thereof, which includibility in gross income could be
retroactive 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-8
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 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 purposes of computing the alternative minimum tax imposed 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 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
above, we express no opinion regarding other federal or state tax consequences related to the ownership or
disposition 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 Trustee for the benefit of the Owners of the Bonds under
the Indenture) and the enforceability 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 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.
STOEL RIVES BOLEY JONES & GREY
By DRAIT ONLY-NOT SIGNED
Patrick G. Boylston
C-9
[This Page Intentionally Left Blank]

D-1
APPENDIX D

PROPOSED FORM OPINION OF BOND COUNSEL

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

Converse County, Wyoming Wells Fargo Bank, National Association
107 North 5th Street 301 South College Street, 7th Floor
Douglas, Wyoming 82632 Charlotte, North Carolina 28202
Re: $22,485,000
Converse County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain Trust Indenture, dated as of September 1, 1992, as heretofore amended and
supplemented (the “Original Indenture”), between Converse County, Wyoming (the “Issuer”)
and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”)
and (b) Section 4.03(b) of that certain Loan Agreement, dated as of September 1, 1992 (the
“Original Loan Agreement”), between the Issuer and PacifiCorp (the “Company”). Prior to the
date hereof, payment of principal and purchase price of and interest on the Bonds was not
secured by a credit facility. 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 permitted changes in connection therewith to the Original Indenture and the
Original Loan Agreement, (a) the Company, pursuant to Section 12.02 of the Original Indenture,
has requested the Issuer and the Trustee to enter into the Third Supplemental Trust Indenture,
dated as of September 1, 2010 (the “Third Supplemental Indenture”), in order to amend and
restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of
the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to
D-2
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 Indenture and the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Original Indenture and related
documents, and upon representations, including regarding the consent of the Owners, made to us
without undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The form of the restated bond prescribed in the Third Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2. The Third Supplemental Indenture is authorized or permitted by the
Original Indenture 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 permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4. The Third Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5. The delivery of the Letter of Credit complies with the terms of the
Original Loan Agreement.
6. The (a) execution and delivery of the Third Supplemental Indenture and
the First Supplemental Loan Agreement and (b) the delivery of the Letter of Credit will
not cause interest on the Bonds to become includible in the gross income of the owners
thereof for purposes of federal income taxation.
D-3
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 Indenture, the Original Loan Agreement, the
Tax Certificate (as defined in the Original Indenture) and other documents relating to the Bonds,
or to review any other events that may have occurred since such approving opinion was rendered
other than with respect to the Company in connection with (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 rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

D-4

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

Sweetwater County, Wyoming Wells Fargo Bank, National Association
80 West Flaming Gorge Way 301 South College Street, 7th Floor
Green River, Wyoming 82935 Charlotte, North Carolina 28202
Re: $9,335,000 $6,305,000
Sweetwater County, Wyoming Sweetwater County, Wyoming
Pollution Control Revenue Pollution Control Revenue
Refunding Bonds Refunding Bonds
(PacifiCorp Project) Series 1992A (PacifiCorp Project) Series 1992B
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain Trust Indenture, 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 trustee (the
“Trustee”) and (b) Section 4.03(b) of that certain Loan Agreement, dated as of September 1,
1992 (the “Original Loan Agreement”), between the Issuer and PacifiCorp (the “Company”).
Prior to the date hereof, payment of principal and purchase price of and interest on the
$9,335,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1992A (the “Series 1992A Bonds”) and the $6,305,000 Sweetwater
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series
1992B (the “Series 1992B Bonds” and, collectively with the Series 1992A Bonds, the “Bonds”)
was not secured by a credit facility. On the date hereof, the Company desires to deliver a
separate Letter of Credit (each a “Letter of Credit” and, collectively, the “Letters of Credit”) for
each Series of the Bonds 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 Letters of Credit and to
make certain other permitted changes in connection therewith to the Original Indenture and the
Original Loan Agreement, (a) the Company, pursuant to Section 12.02 of the Original Indenture,
has requested the Issuer and the Trustee to enter into the Third Supplemental Trust Indenture,
dated as of September 1, 2010 (the “Third Supplemental Indenture”), in order to amend and
D-5
restate the Original Indenture and (b) the Company and the Issuer, pursuant to Section 12.06 of
the Original Indenture and Section 9.04 of the Original Loan Agreement, have determined to
enter into the First Supplemental Loan Agreement, dated as of 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 Indenture and the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Original Indenture and related
documents, and upon representations, including regarding the consent of the Owners, made to us
without undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The form of the restated bond prescribed in the Third Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2. The Third Supplemental Indenture is authorized or permitted by the
Original Indenture 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 permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4. The Third Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5. The delivery of the Letters of Credit complies with the terms of the
Original Loan Agreement.
6. The (a) execution and delivery of the Third Supplemental Indenture and
the First Supplemental Loan Agreement and (b) the delivery of the Letters of Credit will
not cause interest on the Bonds to become includible in the gross income of the owners
thereof for purposes of federal income taxation.
D-6
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 Indenture, the Original Loan Agreement, the
Tax Certificate (as defined in the Original Indenture) and other documents relating to the Bonds,
or to review any other events that may have occurred since such approving opinion was rendered
other than with respect to the Company in connection with (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 Letters of Credit described herein. Accordingly, we do not
express any opinion with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

E-1
APPENDIX E
FORM OF LETTER OF CREDIT

IRREVOCABLE 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 Indenture described below, at the request and for the account of
PacifiCorp, an Oregon corporation, our irrevocable letter of credit in the amount of U.S.
$____________ (_______________________ Dollars) in connection with the Bonds 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 A0195-212, One Front Street, 21st Floor, San Francisco,
California 94111 (the “Presentation Office”), each in the form of Annex A (an "A Drawing"),
Annex B (a "B Drawing"), Annex C (a "C Drawing"), or Annex D (a "D Drawing") hereto (with
all instructions in brackets therein being complied with). Each such demand must be presented
to us (1) in its signed and dated original form at the Presentation Office (as hereinafter defined),
or (2) by facsimile transmission of such signed and dated original form to our facsimile number
specified after our signature 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 Office on September 22, 2011, but shall
be automatically extended, without written amendment, to, and shall expire on, September 22,
2012 unless on or before August 24, 2011 you have received written notice from us sent by
express courier or registered mail to your address above, or by facsimile transmission to your
Fax number [phone] (the "Beneficiary Fax Number"), that we elect not to extend this
Letter of Credit beyond the September 22, 2011. (The date on which this Letter of Credit expires
pursuant to the preceding sentence, or if such date is not a Business Day then the first (1st)
succeeding Business Day thereafter, will 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-2
The amount of any demand presented hereunder will be the amount inserted in numbered
Paragraph 4 of said demand. By honoring any such demand we make no representation as to the
correctness of the amount demanded.
We hereby agree with you that each demand presented hereunder in full compliance with
the terms hereof will be duly honored by our payment to you of the amount of such demand, in
immediately available funds of Wells Fargo Bank, National Association:
(i) not later than 10:00 a.m., local time at the Presentation Office, 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 Office, 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 Office, 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 Office.
If the remittance instructions included with any demand presented under this Letter of
Credit require that payment is to be made by transfer to an account with us or with another bank,
we and/or such other bank may rely solely on the account number specified in such instructions
even if the account is in the name of a person or entity different from the intended payee.
With respect to any demand that is honored hereunder, the total amount of this Letter of
Credit shall be reduced as follows:
With respect to each A Drawing paid by us, the total amount of this Letter of Credit shall
be reduced by the amount of such A Drawing with respect to all demands
presented to us after the time we receive such A Drawing; provided, however, that
the amount of such A Drawing shall be automatically reinstated on the eighth
(8th) Business Day following the date such A Drawing is honored by us, unless
(i) you shall have received notice from us sent to you at your above address by
express courier or registered mail, or by facsimile transmission to the Beneficiary
Fax Number, no later than seven (7) Business Days after such A Drawing is
honored by us that there shall be no such reinstatement, or (ii) such eighth (8th)
Business Day falls after the Expiration Date;
With respect to each B 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 B Drawing by the sum of (1) the amount inserted as principal in paragraph

E-3
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
principal in paragraph 5(A) of the B 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), 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 principal in paragraph 5(A) of the C Drawing plus (2)
the greater of (a) the amount inserted as interest in paragraph 5(B) of the C Drawing and (b)
interest on the amount inserted as principal in paragraph 5(A) of the C Drawing calculated for 48
days at the rate of twelve percent (12%) per annum based on a year of 365 days (with any
fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the
Bonds related to such C Drawing are remarketed and the remarketing proceeds are paid to us
prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount
of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount
paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the
same number of days, at the same interest rate, and on the basis of a year of the same number of
days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cent being rounded
upward to the nearest whole cent), with such reinstatement and its amount being promptly
advised to you; provided, however, that in no event will the total amount of all C Drawing
reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this
paragraph (C).
Upon presentation to us of a D Drawing in compliance with the terms of this Letter of
Credit, no further demand whatsoever may be presented hereunder.
No more than one A Drawing which we honor shall be presented to us during any
consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for
an amount more than U.S. $__________.
It is a condition of this Letter of Credit that the amount available for drawing under this
Letter of Credit shall be decreased automatically without amendment upon our receipt of each
reduction authorization in the form of Annex E to this Letter of Credit (with all instructions
therein in brackets being complied with) sent to us (1) in its signed and dated original form at the
Presentation Office, or (2) by facsimile transmission of such signed and dated original 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 Documentary Credits (2007 Revision), Publication No. 600 of
the International Chamber of Commerce (the "UCP" or "Governing Rules"); provided, however,
that if any provision of the UCP contradicts a provision of this Letter of Credit such provision of
the UCP will not be applicable to this Letter of Credit, and provided further that Article 32, the
second sentence of Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this
Letter of Credit. Furthermore, as provided in the first sentence of Article 36 of the UCP, we
assume no liability or responsibility for consequences arising out of the interruption of our

E-4
business by Acts of God, riots, civil commotions, insurrections, wars, acts of terrorism, or by any
strikes or lockouts, or any other causes beyond our control. Matters related to this Letter of
Credit which are not covered by the UCP will be governed by the laws of the State of California,
including, without limitation, the Uniform Commercial Code as in effect in the State of
California, except to the extent such laws are inconsistent with the provisions of the UCP or this
Letter of Credit.
This Letter of Credit is transferable and may be transferred more than once, but in each
case only in the amount of the full unutilized balance hereof to any single transferee who you
shall have advised us pursuant to Annex F has succeeded The Bank of New York Mellon Trust
Company, N.A. or a successor trustee as Trustee under the Trust Indenture Amended and
Restated as of September 1, 2010, as amended or supplemented from time to time (the
"Indenture") 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 Refunding Bonds (PacifiCorp
Project) Series ______ (the "Bonds") were issued. Transfers may be effected only through
ourselves and only upon presentation to us at the Presentation Office of a duly signed and dated
instrument of transfer in the form attached hereto as Annex F (with all instructions 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 Office.
All payments hereunder shall be made from our own funds.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except the 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, instrument or agreement except the Governing Rules.
WELLS FARGO BANK, NATIONAL
ASSOCIATION

By:
[Authorized Signature]

San Francisco Standby Letter of Credit
Office
Telephone No.: 1-800-798-2815
Facsimile No.: [phone]

E-5
Annex A to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. ___________

DRAWING FOR INTEREST ON AN ORDINARY
INTEREST PAYMENT DATE
WELLS FARGO BANK, NATIONAL ASSOCIATION
U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE
MAC A0195-212, ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111

FOR THE URGENT ATTENTION OF STANDBY LETTER OF CREDIT OFFICE
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. ___________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN
THE INDENTURE), OF UNPAID INTEREST ON THE BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT].
(5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.

E-6
(6) IF THIS DEMAND IS RECEIVED AT THE PRESENTATION OFFICE BY
YOU AT OR BEFORE NOON, LOCAL TIME AT THE PRESENTATION
OFFICE ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS
DEMAND AT OR BEFORE 10:00 A.M., LOCAL TIME AT THE
PRESENTATION OFFICE, ON THE NEXT BUSINESS 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 MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 10:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE,
ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-7
Annex B to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. ___________

DRAWING FOR PRINCIPAL AND INTEREST UPON AN OPTIONAL OR
MANDATORY REDEMPTION OF LESS THAN ALL THE BONDS

WELLS FARGO BANK, NATIONAL ASSOCIATION
U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE
MAC A0195-212, ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF STANDBY LETTER OF CREDIT
OFFICE.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. ___________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID
INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR
MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS
CURRENTLY OUTSTANDING.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B)

E-8
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, LOCAL TIME AT THE PRESENTATION
OFFICE ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS
DEMAND AT OR BEFORE 10:00 A.M., LOCAL TIME AT THE
PRESENTATION OFFICE, ON THE NEXT BUSINESS 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 MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 10:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE,
ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-9
Annex C to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. ___________
DRAWING FOR PRINCIPAL AND INTEREST ON BONDS WHICH THE
REMARKETING AGENT CANNOT REMARKET
WELLS FARGO BANK, NATIONAL ASSOCIATION
U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE
MAC A0195-212, ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111

FOR THE URGENT ATTENTION OF STANDBY LETTER OF CREDIT
OFFICE.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. ___________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE
ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED
IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE
TIME LIMITS ESTABLISHED IN THE INDENTURE.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $[INSERT

E-10
AMOUNT] BEING DRAWN WITH RESPECT TO THE PAYMENT OF
INTEREST DUE ON THE BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE 9:00 A.M., LOCAL TIME AT THE
PRESENTATION OFFICE ON A BUSINESS DAY, YOU MUST MAKE
PAYMENT ON THIS DEMAND AT OR BEFORE 11:30 A.M., LOCAL TIME
AT THE PRESENTATION OFFICE, ON SAID BUSINESS 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
BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 11:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE,
ON THE BUSINESS DAY FOLLOWING SAID BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-11
Annex D to Wells Fargo Bank, 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 A0195-212, ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF THE STANDBY LETTER OF CREDIT OFFICE
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. ___________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID
INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY
OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH
BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING
AN EVENT OF DEFAULT UNDER THE INDENTURE (C) [THE
MANDATORY TENDER OF ALL SUCH BONDS,] OR (D) THE
REDEMPTION OF ALL SUCH BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET
FORTH IN PARAGRAPH 5, BELOW].

E-12
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS
AND (B) $[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, LOCAL TIME AT THE PRESENTATION
OFFICE ON A BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS
DEMAND AT OR BEFORE 10:00 A.M., LOCAL TIME AT THE
PRESENTATION OFFICE, ON THE NEXT BUSINESS 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 MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 10:00 A.M., LOCAL TIME AT THE PRESENTATION OFFICE,
ON THE SECOND BUSINESS DAY FOLLOWING SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-13

Annex E to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. ___________

LETTER OF CREDIT REDUCTION AUTHORIZATION
WELLS FARGO BANK, NATIONAL ASSOCIATION
U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE
MAC A0195-212, ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 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 “BANK”), HEREBY UNCONDITIONALLY AND IRREVOCABLY
REQUESTS THAT THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING
UNDER THE LETTER OF CREDIT BY $[INSERT AMOUNT].

[FOR SIGNED REDUCTION AUTHORIZATIONS ONLY]

[INSERT NAME OF BENEFICIARY]

By: [INSERT SIGNATURE]

TITLE: [INSERT TITLE]

DATE: [INSERT DATE]

E-14
Annex F to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. ___________
TRANSFER OF LETTER OF CREDIT
WELLS FARGO BANK, NATIONAL ASSOCIATION
U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT OFFICE
MAC A0195-212, ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 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 rights under the above-
captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or reduced
to:

[Name of Transferee]

[Address of Transferee]
By this transfer, all of our rights in the Letter of Credit are transferred to the transferee,
and the transferee shall have sole rights as beneficiary under the Letter of Credit, including sole
rights relating to any amendments, whether increases or extensions or other amendments, and
whether now existing or hereafter made. You are hereby irrevocably instructed to advise future
amendment(s) of the Letter of Credit to the transferee without our consent or notice to us.
The original Letter of Credit is returned with all amendments to this date. Please notify
the transferee in such form as you deem advisable of this transfer and of the terms and conditions
to this Letter of Credit, including amendments as transferred.
You are hereby advised that the transferee named above has succeeded The Bank of New
York Mellon Trust Company, N.A., or a successor trustee as Trustee under the Trust Indenture
Amended and Restated as of September 1, 2010, as amended or supplemented from time to time
(the "Indenture") 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

E-15
principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp
Project) Series _____ (the "Bonds") were issued.
Very truly yours,

[Insert Name of Transferor]

By:
[Insert Name and Title]

TRANSFEROR'S SIGNATURE
GUARANTEED

By:
[Bank Name]

By:
[Insert Name and Title]

By its signature below, the undersigned transferee acknowledges that it has duly
succeeded The Bank of New York Mellon Trust Company or a successor trustee as Trustee
under the Indenture.
[Insert Name of Transferee]

By:
[Insert Name and Title]

Telephone:___________ [Insert Telephone Number]

[This Page Intentionally Left Blank]

4816-3559-8867.6
APPENDIX F

FORMS OF LETTERS OF CREDIT

20318432
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 22,839,832.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of September 1, 1992, as amended and
restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Converse
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 22,485,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 22,839,832.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
2

Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 22,839,832.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 22,485,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 354,832.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 48 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
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amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or
4

[ ], but such telephonic notice shall not be a condition to a Drawing hereunder. If we receive
your certificate(s) at such office, all in strict conformity with the terms and conditions of this
Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before
12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00 A.M. (New
York City time), on the next succeeding business day, and (ii) with respect to any Tender
Drawing, at or before 12:00 noon (New York City time), on a business day on or before the
Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City time),
on the same business day, in accordance with your payment instructions; provided, however, that
you will use your best efforts to give us telephonic notification of any such pending presentation
to the telephone numbers designated above, with respect to any Regular Drawing, Redemption
Drawing or Tender Drawing, at or before 11:30 A.M. (New York City time) on the same
business day. If we receive your certificate(s) at such office, all in strict conformity with the
terms and conditions of this Letter of Credit, after 12:00 noon (New York City time), in the case
of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on any business day on or
before the Cancellation Date, we will honor such certificate(s) at or before 2:00 P.M. (New York
City time) on the next succeeding business day. Payment under this Letter of Credit will be
made by wire transfer of Federal Funds to your account with any bank that is a member of the
Federal Reserve System. All payments made by us under this Letter of Credit will be made with
our own funds and not with any funds of the Company, its affiliates or the Issuer. As used
herein, “business day” means a day except a Saturday, Sunday or other day (i) on which banking
institutions in the city or cities in which the designated office under the Indenture of the Trustee,
the remarketing agent under the Indenture or the paying agent under the Indenture or the office
of the Bank which will honor draws upon this Letter of Credit are located are required or
authorized by law or executive order to close or are closed, or (ii) on which the New York Stock
Exchange, the Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
5

This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of September 1, 1992, as
amended and restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Converse County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO. [__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

20230255
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 9,482,314.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of September 1, 1992, as amended and
restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 9,335,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992A (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 9,482,314.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
2

Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 9,482,314.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 9,335,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 147,314.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 48 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or
4

[ ], but such telephonic notice shall not be a condition to a Drawing hereunder. If we receive
your certificate(s) at such office, all in strict conformity with the terms and conditions of this
Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before
12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00 A.M. (New
York City time), on the next succeeding business day, and (ii) with respect to any Tender
Drawing, at or before 12:00 noon (New York City time), on a business day on or before the
Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City time),
on the same business day, in accordance with your payment instructions; provided, however, that
you will use your best efforts to give us telephonic notification of any such pending presentation
to the telephone numbers designated above, with respect to any Regular Drawing, Redemption
Drawing or Tender Drawing, at or before 11:30 A.M. (New York City time) on the same
business day. If we receive your certificate(s) at such office, all in strict conformity with the
terms and conditions of this Letter of Credit, after 12:00 noon (New York City time), in the case
of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on any business day on or
before the Cancellation Date, we will honor such certificate(s) at or before 2:00 P.M. (New York
City time) on the next succeeding business day. Payment under this Letter of Credit will be
made by wire transfer of Federal Funds to your account with any bank that is a member of the
Federal Reserve System. All payments made by us under this Letter of Credit will be made with
our own funds and not with any funds of the Company, its affiliates or the Issuer. As used
herein, “business day” means a day except a Saturday, Sunday or other day (i) on which banking
institutions in the city or cities in which the designated office under the Indenture of the Trustee,
the remarketing agent under the Indenture or the paying agent under the Indenture or the office
of the Bank which will honor draws upon this Letter of Credit are located are required or
authorized by law or executive order to close or are closed, or (ii) on which the New York Stock
Exchange, the Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
5

This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of September 1, 1992, as
amended and restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO. [__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

20292433
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 6,404,499.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of September 1, 1992, as amended and
restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 6,305,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992B (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 6,404,499.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
2

Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 6,404,499.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 6,305,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 99,499.00, as such amount may
be reduced and restored as provided below, may be drawn in respect of the payment of up
to 48 days’ interest on the principal amount of the Bonds computed at a maximum rate of
12% per annum calculated on the basis of a 365-day year (or the portion of the purchase
price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or
4

[ ], but such telephonic notice shall not be a condition to a Drawing hereunder. If we receive
your certificate(s) at such office, all in strict conformity with the terms and conditions of this
Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before
12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00 A.M. (New
York City time), on the next succeeding business day, and (ii) with respect to any Tender
Drawing, at or before 12:00 noon (New York City time), on a business day on or before the
Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City time),
on the same business day, in accordance with your payment instructions; provided, however, that
you will use your best efforts to give us telephonic notification of any such pending presentation
to the telephone numbers designated above, with respect to any Regular Drawing, Redemption
Drawing or Tender Drawing, at or before 11:30 A.M. (New York City time) on the same
business day. If we receive your certificate(s) at such office, all in strict conformity with the
terms and conditions of this Letter of Credit, after 12:00 noon (New York City time), in the case
of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on any business day on or
before the Cancellation Date, we will honor such certificate(s) at or before 2:00 P.M. (New York
City time) on the next succeeding business day. Payment under this Letter of Credit will be
made by wire transfer of Federal Funds to your account with any bank that is a member of the
Federal Reserve System. All payments made by us under this Letter of Credit will be made with
our own funds and not with any funds of the Company, its affiliates or the Issuer. As used
herein, “business day” means a day except a Saturday, Sunday or other day (i) on which banking
institutions in the city or cities in which the designated office under the Indenture of the Trustee,
the remarketing agent under the Indenture or the paying agent under the Indenture or the office
of the Bank which will honor draws upon this Letter of Credit are located are required or
authorized by law or executive order to close or are closed, or (ii) on which the New York Stock
Exchange, the Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
5

This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of September 1, 1992, as
amended and restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO. [__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

4851-0992-4115.6
REOFFERING-NOT A NEW ISSUE
SUPPLEMENT, DATED MARCH 18, 2013, TO REOFFERING CIRCULAR, DATED MAY 25, 2010
The opinion of Chapman and Cutler delivered on January 17, 1991, stated that, subject to compliance by the Company and the
Issuer of Bonds with certain covenants, under then-existing law (a) interest on the Bonds is not includible in gross income of the Owners
thereof for federal income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a person who
is a substantial user of the Project or any person considered to be related to such person (within the meaning of Section 103(b)(13) of the
Internal Revenue Code of 1954, as amended) and (b) interest on the Bonds will not be treated as an item of tax preference in computing the
alternative minimum tax for individuals and corporations. Such interest will be taken into account, however, in computing an adjustment
used in determining the alternative minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that under
then-existing law such interest will be exempt from certain Wyoming taxes. Such opinion has not been updated as of the date hereof. In
the opinion of Bond Counsel to be delivered in connection with the delivery of the Replacement Letters of Credit, the delivery of the
Replacement Letter of Credit will not adversely affect the status of interest on the Bonds as not includible in the gross income of the
owners thereof for federal income tax purposes. See “TAX EXEMPTION” herein for a more complete discussion.
DELIVERY OF ALTERNATE CREDIT FACILITY
$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1991
(CUSIP 533485 BA51)
PURCHASE DATE: MARCH 25, 2013 DUE: JANUARY 1, 2016
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made under a Loan Agreement
between the Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015, unless earlier terminated or extended, the Bonds will be supported by an Irrevocable
Transferable Direct Pay Letter of Credit (the “Replacement Letter of Credit”) issued with respect to the Bonds by the New York Agency of
THE BANK OF NOVA SCOTIA
Under the Replacement Letter of Credit, the Trustee will be entitled to draw up to (a) an amount sufficient to pay (i) the outstanding unpaid
principal amount of the Bonds or (ii) the portion of the purchase price of the Bonds corresponding to such unpaid principal amount plus (b) an amount
sufficient to pay (i) up to 48 days’ accrued interest on the Bonds, calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days
or (ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The Replacement Letter of Credit will only be available to be
drawn while the Bonds bear interest at a daily rate or a weekly rate pursuant to the Indenture. Failure to pay the purchase price when due and payable is an
event of default under the Indenture.
The Bonds are currently supported by separate a Letter of Credit issued by Wells Fargo Bank, National Association (the “Existing Letter of
Credit”). On March 26, 2013, the Replacement Letter of Credit will be delivered to the Trustee in substitution for the Existing Letter of Credit, and the
Bonds will not have the benefit of the Existing Letter of Credit after such substitution.
As of the date hereof, the Bonds bear interest at a Weekly Interest Rate. The Bonds bearing interest at a Weekly Interest Rate are issuable as
fully registered Bonds without coupons, initially in the denomination of $100,000 and integral multiples of $100,000 in excess thereof. Interest on Bonds
will be payable on the Interest Payment Date applicable to the Bonds. The Depository Trust Company, New York, New York (“DTC”), will continue to act
as a securities depository for the Bonds. The Bonds are registered in the name of Cede & Co., as registered owner and nominee of DTC, and, except for the
limited circumstances described herein, beneficial owners of interests in the Bonds will not receive certificates representing their interests in the Bonds.
Payments of principal of, and premium, if any, and interest on the Bonds will be made through DTC and its Participants and disbursements of such payments
to purchasers will be the responsibility of such Participants.
Certain legal matters related to the delivery of the Replacement Letter of Credit will be passed upon by Chapman and Cutler LLP, Bond Counsel
to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq., counsel to the Company.
The Bonds are reoffered, subject to prior sale and certain other conditions.
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Remarketing Agent

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

4851-0992-4115.6
No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than
those contained in this Supplement to Reoffering Circular in connection with the reoffering made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the Issuer, PacifiCorp, The Bank of Nova Scotia or the Remarketing
Agent. Neither the delivery of this Supplement to Reoffering Circular nor any sale hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Issuer, The Bank of Nova Scotia or PacifiCorp since the date hereof. The Issuer has
not and will not assume any responsibility as to the accuracy or completeness of the information in this Supplement to Reoffering Circular. No
representation is made by The Bank of Nova Scotia as to the accuracy, completeness or adequacy of the information contained in this Supplement
to Reoffering Circular, except with respect to Appendix B hereto. The Bonds are not registered under the Securities Act of 1933, as amended.
Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity has passed upon the accuracy or
adequacy of this Supplement to Reoffering Circular.
In connection with this offering, the Remarketing Agent may overallot or effect transactions which stabilize or maintain the market
price of the securities offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced,
may be discontinued at any time.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement to Reoffering Circular: The
Remarketing Agent has reviewed the information in the Supplement to Reoffering Circular in accordance with, and as part of, its responsibilities
to investors under the federal securities laws as applied to the facts and circumstances of the transaction, but the Remarketing Agent does not
guarantee the accuracy or completeness of such information.
TABLE OF CONTENTS
Page
GENERAL INFORMATION ........................................................................................................................................ 1
THE LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT .................................................................... 3
THE LETTER OF CREDIT .......................................................................................................................................... 4
THE REIMBURSEMENT AGREEMENT ................................................................................................................... 4
REMARKETING AGENT .......................................................................................................................................... 11
TAX EXEMPTION ..................................................................................................................................................... 13
MISCELLANEOUS .................................................................................................................................................... 14

APPENDIX A — PACIFICORP
APPENDIX B — THE BANK OF NOVA SCOTIA
APPENDIX C — REOFFERING CIRCULAR DATED MAY 25, 2010
APPENDIX D — PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT

4851-0992-4115.6
$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1991

GENERAL INFORMATION
THIS SUPPLEMENT TO REOFFERING CIRCULAR DOES NOT CONTAIN
COMPLETE DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION
WHICH IS SET FORTH IN THE REOFFERING CIRCULAR DATED MAY 25, 2010,
A COPY OF WHICH IS ATTACHED HERETO AS APPENDIX C (THE “ORIGINAL
REOFFERING CIRCULAR” AND, TOGETHER WITH THIS SUPPLEMENT TO
REOFFERING CIRCULAR, THE “REOFFERING CIRCULAR”), EXCEPT WHERE
THERE HAS BEEN A CHANGE IN THE DOCUMENTS OR MORE RECENT
INFORMATION SINCE THE DATE OF THE ORIGINAL REOFFERING CIRCULAR.
THIS SUPPLEMENT TO REOFFERING CIRCULAR SHOULD THEREFORE BE
READ ONLY IN CONJUNCTION WITH THE ORIGINAL REOFFERING
CIRCULAR.
This Supplement to Reoffering Circular is provided to furnish certain information with
respect to the reoffering of the Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1991, the “Bonds”) in the aggregate principal amount of $45,000,000, issued by Lincoln
County, Wyoming (the “Issuer”).
The Bonds were issued pursuant to a Trust Indenture, dated as of January 1, 1999 (the
“Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as Trustee (the “Trustee”), as
further amended and restated by a Fourth Supplemental Trust Indenture, dated as of June 1, 2010
(the “Fourth Supplemental Indenture”), between the Issuer and the Trustee, and under a
resolution of the governing body of the Issuer. The Trust Indenture, as amended and restated by
the Fourth Supplemental Indenture, is sometimes referred to herein as the “Indenture.” Pursuant
to a Loan Agreement dated as of January 1, 1991, as heretofore amended, supplemented and
restated (the “Original Loan Agreement”), between PacifiCorp (the “Company”) and the Issuer,
as further amended and restated by a Second Supplemental Loan Agreement, dated as of June 1,
2010 between the Company and the Issuer (the “Second Supplemental Loan Agreement”), the
Issuer has lent the proceeds from the original sale of the Bonds to the Company. The Original
Loan Agreement, as amended and restated by the Second Supplemental Loan Agreement, is
sometimes referred to herein as the “Loan Agreement.” Under the Agreement, the Company is
unconditionally obligated to pay amounts sufficient to provide for payment of the principal of,
premium, if any, and interest on the Bonds (the “Loan Payments”) and for payment of the
purchase price of the Bonds. The proceeds of the Bonds, together with certain other moneys of
the Company, were used for the purposes set forth in the Original Reoffering Circular.

2
4851-0992-4115.6
The Bonds, together with premium, if any, and interest thereon, are limited and not
general, obligations of the Issuer not constituting or giving rise to a pecuniary liability of
the Issuer nor any charge against its general credit or taxing powers nor an indebtedness of
or a loan of credit thereof, shall be payable solely from the Revenues (as defined in the
Indenture and which includes moneys drawn under the Letter of Credit) and other moneys
pledged therefor under the Indenture, and shall be a valid claim of the respective holders
thereof only against the Bond Fund (as defined in the Indenture), Revenues and other
moneys held by the Trustee as part of the Trust Estate (as defined in the Indenture). The
Issuers shall not be obligated to pay the purchase price of any of the Bonds from any
source.
No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement contained in the Indenture, against any past, present or future
officer or employee of the Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of
and in consideration for the execution of the Indenture and the issuance of the Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the Letter of Credit dated June 1, 2010 (the “Existing Letter of Credit”) and issued by Wells
Fargo Bank, National Association (the “Prior Bank”) with respect to the Bonds, which has
supported payment of the principal, interest and purchase price of the Bonds since the date the
Existing Letter of Credit was issued. Pursuant to the Indenture, the Company has elected to
replace the Existing Letter of Credit with an Irrevocable Transferrable Direct Pay Letter of
Credit (the “Letter of Credit”) to be issued by The Bank of Nova Scotia, a bank organized under
the laws of Canada, acting through its New York Agency (the “Bank”). The Letter of Credit will
be delivered to the Trustee on March 26, 2013 (the “Effective Date”) and, after such date, the
Bonds will not have the benefit of the Existing Letter of Credit.
With respect to the Bonds, the Trustee will be entitled to draw under the Letter of Credit
up to (a) an amount sufficient to pay (i) the outstanding unpaid principal amount of the Bonds or
(ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal
amount plus (b) an amount sufficient to pay (i) up to 48 days’ accrued interest on the Bonds
(calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The
Letter of Credit will only be available to be drawn on with respect to the Bonds bearing interest
at a daily rate or a weekly rate under the Indenture.
After the date of delivery of the Letter of Credit, the Company is permitted under the
Agreement and the Indenture to provide a substitute letter of credit (the “Substitute Letter of
Credit”), which is issued by the same Bank that issued the then existing Letter of Credit and
which is identical to such Letter of Credit except for (i) an increase or decrease in the Interest
Coverage Rate (as defined in the Indenture), (ii) an increase or decrease in the Interest Coverage
Period (as defined in the Indenture) or (iii) any combination of (i) and (ii). As used hereafter,

3
4851-0992-4115.6
“Letter of Credit” shall, unless the context otherwise requires, mean such Substitute Letter of
Credit from and after the issuance date thereof. The Company also is permitted under the
Agreement and Indenture to provide for the delivery of an alternate credit facility, including a
letter of credit of a commercial bank or a credit facility from a financial institution, or any other
credit support agreement or mechanism arranged by the Company (which may involve a letter of
credit or other credit facility or first mortgage bonds of the Company or an insurance policy), the
administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. See “THE LETTER OF CREDIT” and the Reoffering Circular
under the caption “THE BONDS—Purchase of Bonds.”
Prior to the delivery of the Letter of Credit, the Bonds were bearing interest at a Weekly
Interest Rate. Following the delivery of the Letter of Credit, the Bonds will continue to bear
interest at a Weekly Interest Rate, subject to the right of the Company to cause the interest rate
on the Bonds to be converted to other interest rate determination methods as described in the
Reoffering Circular.
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof.
Brief descriptions of the Issuer, the Bonds, the Letter of Credit, the Reimbursement
Agreement, the Agreement and the Indenture are included in this Supplement to Reoffering
Circular, including the Original Reoffering Circular attached as Appendix C hereto. Information
regarding the business, properties and financial condition of the Company is included in
Appendix A attached hereto. A brief description of the Bank is included as Appendix B hereto.
The descriptions herein, including in Appendix C, of the Agreement, the Indenture, the Letter of
Credit and the Reimbursement Agreement are qualified in their entirety by reference to such
documents, and the descriptions herein of the Bonds are qualified in their entirety by reference to
the forms thereof and the information with respect thereto included in the aforesaid documents.
All such descriptions are further qualified in their entirety by reference to laws and principles of
equity relating to or affecting the enforcement of creditors’ rights generally. Copies of such
documents may be obtained from the principal corporate trust office of the Trustee in Chicago,
Illinois and at the principal offices of the Remarketing Agent in New York, New York. The
letter of credit described in the Original Reoffering Circular is no longer in effect as of March 26,
2013 and the information in the Original Reoffering Circular with respect thereto should be
disregarded.
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT
The following is a brief summary of certain provisions of the Replacement Letter of
Credit and that certain Letter of Credit and Reimbursement Agreement, dated March 26,
2013, as amended and supplemented, between the Company and The Bank of Nova Scotia
(together with all related documents, the “Reimbursement Agreement”). This summary is not a
complete recital of the terms of the Replacement Letter of Credit or the Reimbursement
Agreement and reference is made to the Replacement Letter of Credit or the Reimbursement
Agreement, as applicable, in its entirety.

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THE LETTER OF CREDIT
The Replacement Letter of Credit will be an irrevocable direct pay obligation of the Bank
to pay to the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount
sufficient to pay (i) the outstanding unpaid principal amount of the applicable Bonds or (ii) the
portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus
(b) an amount sufficient to pay (i) up to 48 days’ accrued interest on such Bonds (in each case
calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the applicable Bonds corresponding to such accrued
interest. The Replacement Letter of Credit will only be available to be drawn while the Bonds
bear interest at a daily rate or a weekly rate pursuant to the Indenture. The Replacement Letter
of Credit will be substantially in the form attached hereto as Appendix F. The Replacement
Letter of Credit will be issued pursuant to a Letter of Credit Reimbursement Agreement, dated
March 26, 2013 (the “Reimbursement Agreement”), between the Company and the Bank.
The Bank’s obligation under the Replacement Letter of Credit will be reduced to the
extent of any drawings thereunder. However, with respect to a drawing by the Trustee to enable
the Remarketing Agent or the Trustee to pay the purchase price of the Bonds delivered for
purchase and not remarketed by the Remarketing Agent, such amounts shall be immediately
reinstated upon reimbursement. With respect to a drawing by the Trustee for the payment of
interest only on the Bonds, the amount that may be drawn under the Replacement Letter of
Credit will be automatically reinstated on the eighth (8th) business day following the Bank’s
honoring of such drawing by the amount drawn, unless the Trustee has received notice (the
“Non-Reinstatement Notice”) from the Bank by the seventh (7th) business day following the date
of such honoring that there will be no reinstatement.
Upon an acceleration of the maturity of Bonds due to an event of default under the
Indenture, the Trustee will be entitled to draw on the Replacement Letter of Credit, if it is then in
effect, to the extent of the aggregate principal amount of the Bonds outstanding, plus up to
48 days’ interest accrued and unpaid on the Bonds (less amounts paid in respect of principal or
interest for which the Replacement Letter of Credit has not been reinstated).
The Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015 (such
date, as it may be extended as provided in such Replacement Letter of Credit, the “Scheduled
Expiration Date”), (b) four (4) Business Days following the Trustee’s receipt of (i) written notice
from the Bank that an event of default has occurred under the Reimbursement Agreement or
(ii) a Non-Reinstatement Notice, (c) the date that the Trustee informs the Bank that the
conditions for termination of the Replacement Letter of Credit as set forth in the Indenture have
been satisfied and that the Replacement Letter of Credit has terminated in accordance with its
terms, (d) the date that is 15 days after the conversion of the Bonds to an interest rate mode other
than a daily rate or a weekly rate pursuant to the Indenture and (e) the date of a final drawing
under the Replacement Letter of Credit.
REIMBURSEMENT AGREEMENT
General. The Company has executed and delivered the Reimbursement Agreement
requesting that the Bank issue an irrevocable direct pay letter of credit for the Bonds and

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4851-0992-4115.6
governing the issuance thereof. The Replacement Letter of Credit is issued pursuant to the
Reimbursement Agreement.
Under the Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the Replacement Letter of Credit, to pay certain fees and expenses, to
pay interest on any unreimbursed drawings or other amounts unpaid, and to reimburse the Bank
for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Reimbursement
Agreement, as applicable, that are not otherwise defined in this Supplement will have the
meanings set forth below.
“Applicable Law” means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and
orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders,
decisions, judgments and decrees of all courts (whether at law or in equity or admiralty)
and arbitrators.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the latest consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of such date of determination.
“Credit Documents” means, with respect to the Replacement Letter of Credit, the
Reimbursement Agreement, Custodian Agreement, Fee Letter (each as defined in the
Reimbursement Agreement) and any and all other instruments and documents executed
and delivered by the Company in connection with any of the foregoing.
“Debt” of any Person means, at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in the ordinary
course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all obligations of such Person as
lessee under leases that have been, in accordance with GAAP, recorded as capital leases,
(e) all obligations of such Person in respect of reimbursement agreements with respect to
acceptances, letters of credit (other than trade letters of credit) or similar extensions of
credit and (f) all guaranties.
“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in
effect from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business
(whether or not incorporated) that is considered to be a single employer with such entity
within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of
ERISA with respect to a Pension Plan; (b) the failure to make a required contribution to

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any Pension Plan that would result in the imposition of a lien or other encumbrance or the
provision of security under the Internal Revenue Code (the “Code”) or ERISA, or there
being or arising any “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Code or ERISA), whether or not waived,
or the filing of any request for or receipt of a minimum funding waiver under the Internal
Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status
under ERISA; (c) the filing of a notice of intent to terminate, or the termination of any
Pension Plan under certain provisions of ERISA; (d) the institution of proceedings, or the
occurrence of an event or condition that would reasonably be expected to constitute
grounds for the institution of proceedings by the PBGC, under certain provisions of
ERISA, for the termination of, or the appointment of a trustee to administer, any Pension
Plan; (e) the complete or partial withdrawal of the Company or any of its ERISA
Affiliates from a Multiemployer Plan, the reorganization or insolvency under ERISA of
any Multiemployer Plan, or the receipt by the Company or any of its ERISA Affiliates of
any notice that a Multiemployer Plan is in endangered or critical status under certain
provisions of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to
comply with ERISA or the related provisions of the Code with respect to any Pension
Plan; (g) the Company or any of its ERISA Affiliates incurring any liability under certain
provisions of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under ERISA) or (h) the failure by the Company or any of its Subsidiaries to
comply with Applicable Law with respect to any Foreign Plan.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or
other employee benefit plan, program or arrangement (other than a Pension Plan or a
Multiemployer Plan) maintained by any Subsidiary of the Company that, under
applicable local foreign law, is required to be funded through a trust or other funding
vehicle.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental
Authority.
“Governmental Authority” means the government of the United States of America
or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.
“Material Adverse Effect” means a material adverse effect on (a) on the business,
operations, properties, financial condition, assets or liabilities (including, without

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4851-0992-4115.6
limitation, contingent liabilities) of the Company and its Subsidiaries, taken as a whole,
(b) the ability of the Company to perform its obligations under any Credit Document or
any Related Document to which the Company is a party or (c) the ability of the Bank to
enforce its rights under any Credit Document or any Related Document to which the
Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to
which (x) the Company’s percentage ownership interest multiplied by (y) the book value
of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may
be an obligation to contribute of) the Company or any of its ERISA Affiliates or with
respect to which the Company or any of its ERISA Affiliates has, or could reasonably be
expected to have, any liability.
“Pension Plan” means any “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, maintained or
contributed to by the Company or any of its ERISA Affiliates or to which the Company
or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an
obligation to contribute to, or otherwise to have liability with respect to) such plan.
“Person” means an individual, partnership, corporation (including, without
limitation, a business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the
Replacement Letter of Credit in connection with a tender drawing under such
Replacement Letter of Credit and owned or held by the Company or an affiliate of the
Company or by the Trustee and pledged to the Bank pursuant to the Custodian
Agreement.
“Rating Decline” means the occurrence of the following on, or within 90 days
after, the earlier of (a) the occurrence of a Change of Control (as defined below) and
(b) the earlier of (x) the date of public notice of the occurrence of a Change of Control
and (y) the date of the public notice of the Company’s (or its direct or indirect parent
company’s) intention to effect a Change of Control, which 90-day period will be
extended so long as the S&P Rating or Moody’s Rating is under publicly announced
consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P
Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” means the obligation of the Company under the
Reimbursement Agreement to reimburse the Bank for the full amount of each payment

8
4851-0992-4115.6
by the Bank under the Replacement Letter of Credit, including, without limitation,
amounts in respect of any reinstatement of interest on the Bonds at the election of the
Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds.
“Related Documents” means, with regard to the Replacement Letter of Credit, the
Bonds, the Indenture, the Loan Agreement (as defined in the Reimbursement
Agreement), the Remarketing Agreement (as defined in the Reimbursement Agreement)
and the Custodian Agreement.
“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.
Events of Default. Any one or more of the following events (whether voluntary or
involuntary) constitute an event of default (an “Event of Default”) under the Reimbursement
Agreement:
(a) (i) Any principal of any Reimbursement Obligation is not paid when due
and payable or (ii) any interest on any Reimbursement Obligation or any fees or other
amounts payable under the Reimbursement Agreement or under any other Credit
Document is not paid within five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company in the
Reimbursement Agreement or by the Company (or any of its officers) in any Credit
Document or in connection with any Related Document or any document delivered
pursuant to such documents proves to have been incorrect in any material respect when
made; or
(c) (i) The Company fails to (A) preserve, and to cause its Material
Subsidiaries to preserve, their corporate, partnership or limited liability company
existence, (B) cause all Bonds that it acquires to be registered in accordance with the
Indenture and the Custodian Agreement in the name of the Company or its nominee,
(C) maintain a required debt to capitalization ratio or (D) observe certain covenants
relating to restrictions on liens, mergers, asset sales, use of proceeds, optional redemption
of the Bonds, amendments to the Indenture and amendments to the Reoffering Circular
(as defined in the related Reimbursement Agreement), all in accordance with the
Reimbursement Agreement or (ii) the Company fails to perform or observe any other
term, covenant or agreement contained in the Reimbursement Agreement or any other
Credit Document or Related Document on its part to be performed or observed if such

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4851-0992-4115.6
failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of the Reimbursement Agreement or any other
Credit Document or Related Document to which the Company is a party shall at any time
and for any reason cease to be valid and binding upon the Company, except pursuant to
the terms thereof, or is declared to be null and void, or the validity or enforceability is
contested in any manner by the Company or any Governmental Authority, or the
Company denies in any manner that it has any or further liability or obligation under the
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under the Reimbursement Agreement)
that is outstanding in a principal amount in excess of $100,000,000 in the aggregate when
due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure continues after any applicable grace period
specified in the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any such
Debt and shall continue after any applicable grace period, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of
$100,000,000 to the extent not paid or insured shall be rendered against the Company or
any Material Subsidiary and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts
as they become due, or admits in writing its inability to pay its debts generally, or makes
a general assignment for the benefit of creditors; or any proceeding is instituted by or
against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this paragraph; or

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4851-0992-4115.6
(h) An ERISA Event has occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a
Material Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least
50% of the issued and outstanding shares of common stock of the Company, calculated
on a fully diluted basis or (ii) MidAmerican Energy Holdings Company shall fail to own,
directly or indirectly, at least 80% of the issued and outstanding shares of common stock
of the Company, calculated on a fully diluted basis (each, a “Change of Control”);
provided that, in each case, such failure shall not constitute an Event of Default unless
and until a Rating Decline has occurred;
(j) Any “Event of Default” under and as defined in the Indenture shall have
occurred and be continuing; or
(k) Any approval or order of any Governmental Authority related to any
Credit Document or any Related Document shall be (i) rescinded, revoked or set aside or
otherwise cease to remain in full force and effect or (ii) modified in any manner that, in
the opinion of the Bank, could reasonably be expected to have a material adverse effect
on (A) the business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, (B) the legality, validity or
enforceability of any of the Credit Documents or the Related Documents to which the
Company is a party, or the rights, remedies and benefits available to the parties
thereunder or (C) the ability of the Company to perform its obligations under the Credit
Documents or the Related Documents to which the Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental
Authority shall occur which has the effect of making the transactions contemplated by the
Credit Documents or the Related Documents unauthorized, illegal or otherwise contrary
to Applicable Law; or
(m) The Custodian Agreement after delivery under the Reimbursement
Agreement, except to the extent permitted by the terms thereof, fails or ceases to create
valid and perfected Liens in any of the collateral purported to be covered thereby, subject
to certain cure rights.
Remedies. If an Event of Default occurs under a Reimbursement Agreement and is
continuing, the Bank may (a) by notice to the Company, declare the obligation of the Bank to
issue the Replacement Letter of Credit to be terminated, (b) give notice to the Trustee (i) under
the Indenture that such Replacement Letter of Credit will not be reinstated following a drawing
for the payment of interest on the Bonds, which will result in a mandatory purchase of the
Bonds, and/or (ii) as provided in the Indenture to declare the principal of all Bonds then
outstanding to be immediately due and payable, (c) declare the principal amount of all
Reimbursement Obligations, all interest thereon and all other amounts payable under the
Reimbursement Agreement or any other Credit Document to be forthwith due and payable,
which will cause all such principal, interest and all such other amounts to become due and
payable, without presentment, demand, protest, or further notice of any kind, all of which are

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4851-0992-4115.6
expressly waived by the Company and (d) in addition to other rights and remedies provided for
in the Reimbursement Agreement or in the Custodian Agreement or otherwise available to the
Bank, as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a
secured party on default under the Uniform Commercial Code in effect in the State of New York
at that time; provided that, if an Event of Default described in subpart (g) or (i) under the heading
“Events of Default,” above, shall have occurred, automatically, (x) the obligation of the Bank
under the Reimbursement Agreement to issue the Replacement Letter of Credit shall terminate,
and (y) all Reimbursement Obligations, all interest thereon and all other amounts payable under
the Reimbursement Agreement or under any other Credit Document will become due and
payable, without presentment, demand, protest, or further notice of any kind, all of which are
expressly waived by the Company.
REMARKETING AGENT
General. Wells Fargo Bank, National Association (the “Remarketing Agent”), will
continue as remarketing agent for the Bonds. Subject to certain conditions, the Remarketing
Agent has agreed to determine the rates of interest on the Bonds and use its best efforts to
remarket all tendered Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.
Wells Fargo Bank, National Association (“WFBNA”), the Remarketing Agent for the
Bonds, has entered into an agreement (the “Distribution Agreement”) with its affiliate, Wells
Fargo Advisors, LLC (“WFA”), for the distribution of certain municipal securities offerings,
including the Bonds. Pursuant to the Distribution Agreement, WFBNA will share a portion of its
remarketing agent compensation with respect to the Bonds with WFA. WFBNA also utilizes the
distribution capabilities of its affiliates, Wells Fargo Securities, LLC (“WFSLLC”) and Wells
Fargo Institutional Securities, LLC (“WFIS”), for the distribution of municipal securities
offerings, including the Bonds. In connection with utilizing the distribution capabilities of
WFSLLC, WFBNA pays a portion of WFSLLC’s expenses based on its municipal securities
transactions. WFBNA, WFSLLC, WFIS, and WFA are each wholly-owned subsidiaries of
Wells Fargo & Company.
Special Considerations. The Remarketing Agent is paid by the Company. The
Remarketing Agent’s responsibilities include determining the interest rate from time to time and
remarketing Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in
each case, to the terms of the Indentures and the Remarketing Agreement), all as further
described in this Supplement. The Remarketing Agent is appointed by the Company and paid by
the Company for its services. As a result, the interests of the Remarketing Agent may differ
from those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Account. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own account. The Remarketing Agent is

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4851-0992-4115.6
permitted, but not obligated, to purchase tendered Bonds for its own account and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to each Indenture and Remarketing Agreement, the Remarketing
Agent is required to determine the applicable rate of interest that, in its judgment, is the lowest
rate that would permit the sale of the Bonds bearing interest at the applicable interest rate at par
plus accrued interest, if any, on and as of the applicable interest rate determination date. The
interest rate will reflect, among other factors, the level of market demand for the Bonds
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances, the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.

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TAX EXEMPTION
The opinion of Chapman and Cutler delivered on January 17, 1991 stated that, subject to
compliance by the Company and the Issuer with certain covenants made to satisfy pertinent
requirements of the Internal Revenue Code of 1954, as amended, and the Internal Revenue Code
of 1986, under then-existing law, interest on the Bonds is not includible in gross income of the
owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the related project or
facilities or any person considered to be related to such person (within the meaning of
Section 103(b)(13) of the Internal Revenue Code of 1954), and the interest on the Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals
and corporations (because the Prior Bonds were issued prior to August 8, 1986). Such interest
will be taken into account, however, in computing an adjustment used in determining the
alternative minimum tax for certain corporations. As indicated in such opinions, the failure to
comply with certain of such covenants of the applicable Issuer and the Company could cause the
interest on the Bonds to be included in gross income retroactive to the date of issuance of the
Bonds. Chapman and Cutler LLP (“Bond Counsel”) has made no independent investigation to
confirm that such covenants have been complied with.
Bond Counsel will deliver an opinion for the Bonds in connection with delivery of the
Letter of Credit, in substantially the form attached hereto as Appendix E, to the effect that the
delivery of the Letter of Credit (i) complies with the terms of the Agreement and (ii) will not
adversely affect the Tax-Exempt (as defined in the Indenture) status of the Bonds. Except as
necessary to render the foregoing opinion, Bond Counsel has not reviewed any factual or legal
matters relating to its opinion dated January 17, 1991 subsequent to its issuance other than with
respect to the Company in connection with (a) the adjustment of the interest rate on the Bonds
described in our opinions dated (i) December 17, 1999 and January 19, 2000, (ii) May 2, 2003
and June 3, 2003 and (iii) June 1, 2010, (b) the execution and delivery of the First Supplemental
Trust Indenture, dated as of January 1, 2000, (c) the execution and delivery of the Second
Supplemental Trust Indenture, dated as of March 2, 2003, (d) the execution and delivery of the
Third Supplemental Trust Indenture and the Second Supplemental Loan Agreement, each dated
as of June 1, 2003, (e) the execution and delivery of the Fourth Supplemental Indenture and the
Second Supplemental Loan Agreement and the Existing Letter of Credit and (f) the delivery of
the Letter of Credit described herein. The opinion delivered in connection with delivery of the
Letter of Credit is not to be interpreted as a reissuance of the original approving opinion as of the
date of this Supplement to Reoffering Circular.
Ownership of the Bonds may result in collateral federal income tax consequences to
certain taxpayers, including, without limitation, corporations subject to either the environmental
tax or the branch profits tax, financial institutions, certain insurance companies, certain
S Corporations, individual recipients of Social Security or Railroad Retirement benefits and
taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as
to applicability of any such collateral consequences.

14
4851-0992-4115.6
MISCELLANEOUS
This Supplement to Reoffering Circular has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS
NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO REOFFERING CIRCULAR.

A-1
4851-0992-4115.6
APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both

A-2
4851-0992-4115.6
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.

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4851-0992-4115.6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement to
Reoffering Circular (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

4851-0992-4115.6
[This Page Intentionally Left Blank]

4851-0992-4115.6
APPENDIX B

THE BANK OF NOVA SCOTIA
The following information concerning The Bank of Nova Scotia (the “Bank” or
“Scotiabank”) has been provided by representatives of the Bank and has not been independently
confirmed or verified by the Issuer, the Company or any other party. No representation is made
by the Company or the Issuer as to the accuracy, completeness or adequacy of such information
and no representation is made as to the absence of material adverse changes in such information
subsequent to the date hereof, or that the information contained or incorporated herein by
reference is correct as of any time subsequent to its date.
The Bank of Nova Scotia, founded in 1832, is a Canadian chartered bank with its
principal office located in Toronto, Ontario. Scotiabank is one of North America’s premier
financial institutions and Canada’s most international bank. With over 81,000 employees,
Scotiabank and its affiliates serve over 19 million customers in more than 55 countries around
the world. Scotiabank provides a full range of personal, commercial, corporate and investment
banking services through its network of branches located in all Canadian provinces and
territories. Outside Canada, Scotiabank has branches and offices in over 55 countries and
provides a wide range of banking and related financial services, both directly and through
subsidiary and associated banks, trust companies and other financial firms. For the fiscal year
ended October 31, 2012, Scotiabank recorded total assets of CDN$668.04 billion
(US$668.04 billion) and total deposits of CDN$463.61 billion (US$463.61 billion). Net income
for the fiscal year ended October 31, 2012 equaled CDN$6.243 billion (US$6.243 billion),
compared to CDN$5.268 billion (US$5.268 billion) for the prior fiscal year. Scotiabank has the
third highest composite credit rating among global banks by Moody’s (Aa2) and S&P (A+).
The Bank is responsible only for the information contained in this Appendix to the
Reoffering Circular and did not participate in the preparation of, or in any way verify the
information contained in, any other part of the Reoffering Circular. Accordingly, the Bank
assumes no responsibility for and makes no representation or warranty as to the accuracy or
completeness of information contained in any other part of the Reoffering Circular.

The information contained in this Appendix relates to and has been obtained from
Scotiabank. The delivery of the Reoffering Circular shall not create any implication that there
has been no change in the affairs of The Bank of Nova Scotia since the date hereof, or that the
information contained or referred to in this Appendix is correct as of any time subsequent to its
date.

4851-0992-4115.6
APPENDIX C
REOFFERING CIRCULAR DATED MAY 25, 2010
REOFFERING CIRCULAR

NOT A NEW ISSUE
Book-Entry Only
The opinion of Chapman and Cutler, Bond Counsel, delivered on January 17, 1991, states that, subject to compliance by the Company
and the Issuer with certain covenants, in the opinion of Chapman and Cutler, Bond Counsel, under then existing law (a) interest on the Bonds is
not includible in gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which
such Bond is owned by a person who is a substantial user of the Project or any person considered to be related to such person (within the meaning
of Section 103(b)(13) of the Internal Revenue Code of 1954, as amended), and (b) interest on the Bonds is not treated as an item of tax preference
in computing the alternative minimum tax for individuals and corporations. However, such interest is taken into account in computing an
adjustment used in determining the alternative minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that
under then existing law the State of Wyoming imposes no income taxes that would be applicable to interest on the Bonds. Such opinion has not
been updated as of the date hereof. See “TAX EXEMPTION” herein for a more complete discussion.
$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1991
Dated: January 17, 1991 Due: January 1, 2016
The Bonds described in this Reoffering Circular are limited obligations of the Issuer and, except to the extent payable from Bond
proceeds and certain other moneys pledged therefor, are payable solely from and secured by a pledge of payments to be made under the Loan
Agreement entered into by the Issuer with, and secured by First Mortgage Bonds issued by,
PacifiCorp
On June 1, 2010, the Bonds will be remarketed and will bear interest at a Weekly Interest Rate payable the first Business Day of each
month commencing July 1, 2010. The initial Weekly Interest Rate and each subsequent Weekly Interest Rate to be borne by the Bonds will be
determined by the Remarketing Agent. Thereafter, the interest rate on the Bonds may be changed from time to time to Daily, Weekly, Flexible or
Term Interest Rates, designated and determined in accordance with the Indenture and, in the case of the Daily and Weekly Interest Rates, as
described herein. The Bonds are subject to purchase at the option of the owners thereof and, under certain circumstances, are subject to
mandatory purchase in the manner and at the times described herein. The Bonds are subject to optional and mandatory redemption prior to
maturity as described herein.
Following the remarketing of the Bonds on June 1, 2010, the payment of the principal of and interest on the Bonds and the payment of
the purchase price of the Bonds tendered for purchase and not remarketed will be supported by an irrevocable Letter of Credit issued by Wells
Fargo Bank, National Association, to The Bank of New York Mellon Trust Company, N.A., as Trustee, for the benefit of the registered holders of
the Bonds.
Wells Fargo Bank, National Association
The Letter of Credit will expire by its terms on June 1, 2011, unless it expires earlier in accordance with its terms. The Letter of
Credit will be automatically extended to, and shall expire on June 1, 2012, unless the Trustee receives notice of the Bank’s election not to extend
on or before May 2, 2011. The Letter of Credit may be replaced by an Alternate Credit Facility as permitted under the Indenture and Loan
Agreement. Unless the Letter of Credit is extended before its scheduled expiration date, the Bonds will be subject to mandatory tender for
purchase prior to such expiration date. THIS REOFFERING CIRCULAR ONLY PERTAINS TO THE BONDS WHILE THEY ARE SECURED BY THE LETTER
OF CREDIT PROVIDED BY THE BANK.
The Bonds are issuable as fully registered Bonds without coupons and will be registered in the name of Cede & Co., as registered
owner and nominee for The Depository Trust Company, New York, New York. DTC initially will act as securities depository for the Bonds.
Only beneficial interests in book-entry form are being offered. The Bonds are issuable during any Weekly Interest Rate Period in denominations
of $100,000 and any integral multiple thereof (provided that one Bond need not be in a multiple of $100,000 but may be in such denomination
greater than $100,000 as is necessary to account for any principal amount of the Bonds not corresponding directly with $100,000 denominations).
So long as Cede & Co. is the registered owner of the Bonds, as nominee for DTC, the principal of and premium, if any, and interest on the Bonds
will be paid by the Trustee directly to DTC, which will, in turn, remit such amounts to DTC participants for subsequent disbursement to the
beneficial owners of the Bonds. See “THE BONDS—Book-Entry System.”
Price 100%
The Bonds are reoffered by the Remarketing Agent referred to below, subject to withdrawal or modification of the offer without
notice and certain other conditions. At the time of the original issuance and delivery of the Bonds, Chapman and Cutler, Bond Counsel to the
Company, delivered its opinion as to the legality of the Bonds. Such opinion spoke only as to its date of delivery and will not be reissued in
connection with this reoffering. Certain legal matters in connection with the reoffering will be passed upon by Chapman and Cutler LLP, Bond
Counsel to the Company. Certain legal matters in connection with the remarketing will be passed upon for PacifiCorp by Paul J. Leighton, Esq.,
counsel to the Company. Certain legal matters will be passed upon for the Remarketing Agent by King & Spalding LLP. It is expected that
delivery of the Bonds will be made through the facilities of DTC in New York, New York, on or about June 1, 2010.
Wells Fargo Bank, National Association
May 25, 2010

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 Lincoln County, Wyoming
(the “Issuer”), PacifiCorp (the “Company”) or Wells Fargo Bank, National Association, 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 affairs 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 part of, its responsibilities to
investors under the federal securities 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 jurisdiction in which such
offer or solicitation is not authorized, or in which the person making such offering or solicitation
is not qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation. The Issuer has not assumed nor will it assume any responsibility as to the accuracy
or completeness of the information in this Reoffering Circular. Upon issuance, the Bonds will
not be registered under the Securities Act of 1933, as amended, and will not be listed on any
stock or other securities exchange. Neither the Securities and Exchange Commission nor any
other federal state, municipal or other governmental entity will have passed upon the accuracy or
adequacy of this Reoffering Circular or, other than the Issuer, approved the Bonds for sale.
In connection with this offering, the Remarketing Agent may overallot or effect
transactions which stabilize or maintain the market price of the securities offered hereby at a
level above that which might otherwise prevail in the open market. Such stabilizing, if
commenced, may be discontinued at any time.

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TABLE OF CONTENTS
HEADING PAGE
INTRODUCTORY STATEMENT ............................................................................................................1

THE ISSUER .......................................................................................................................................4

THE PROJECT ....................................................................................................................................4

THE BONDS.......................................................................................................................................4

General ....................................................................................................................................4

Payment of Principal and Interest ...........................................................................................6

Rate Periods ............................................................................................................................7

Weekly Interest Rate Period ...................................................................................................7

Daily Interest Rate Period .......................................................................................................8

Determination Conclusive ......................................................................................................9

Rescission of Election.............................................................................................................9

Optional Purchase ...................................................................................................................9

Mandatory Purchase..............................................................................................................10

Purchase of Bonds.................................................................................................................12

Remarketing of Bonds ..........................................................................................................13

Optional Redemption of Bonds ............................................................................................13

Extraordinary Optional Redemption of Bonds .....................................................................13

Special Mandatory Redemption of Bonds ............................................................................14

Procedure for and Notice of Redemption .............................................................................15

Special Considerations Relating to the Bonds ......................................................................16

Book-Entry System...............................................................................................................17

THE LETTER OF CREDIT AND THE CREDIT AGREEMENT..................................................................20

Letter of Credit......................................................................................................................20

Credit Agreement..................................................................................................................20

THE LOAN AGREEMENT..................................................................................................................25

Issuance of the Bonds; Loan of Proceeds .............................................................................25

Loan Payments; The First Mortgage Bonds .........................................................................25

Payments of Purchase Price ..................................................................................................26

Obligation Absolute ..............................................................................................................26

Expenses ...............................................................................................................................27

Tax Covenants; Tax-Exempt Status of Bonds ......................................................................27

Other Covenants of the Company.........................................................................................27

Letter of Credit; Alternate Credit Facility ............................................................................28

Extension of A Letter of Credit ............................................................................................30

Defaults .................................................................................................................................30

Remedies...............................................................................................................................31

Amendments .........................................................................................................................32

THE INDENTURE..............................................................................................................................32

Pledge and Security...............................................................................................................32

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Application of Proceeds of the Bond Fund...........................................................................32

Investment of Funds..............................................................................................................32

Defaults .................................................................................................................................33

Remedies...............................................................................................................................33

Defeasance ............................................................................................................................36

Removal of Trustee...............................................................................................................38

Modifications and Amendments ...........................................................................................39

Amendment of the Loan Agreement.....................................................................................40

THE FIRST MORTGAGE BONDS .......................................................................................................42

General ..................................................................................................................................42

Security and Priority .............................................................................................................43

Release and Substitution of Property ....................................................................................44

Issuance of Additional Company Mortgage Bonds ..............................................................44

Certain Covenants .................................................................................................................45

Dividend Restrictions............................................................................................................45

Foreign Currency Denominated Company Mortgage Bonds ...............................................45

The Company Mortgage Trustee ..........................................................................................46

Modification..........................................................................................................................46

Defaults and Notices Thereof ...............................................................................................46

Voting of the First Mortgage Bonds .....................................................................................47

Defeasance ............................................................................................................................48

REMARKETING ................................................................................................................................48

CERTAIN RELATIONSHIPS ...............................................................................................................49

TAX EXEMPTION .............................................................................................................................49

CONTINUING DISCLOSURE ..............................................................................................................50

CERTAIN LEGAL MATTERS .............................................................................................................50

MISCELLANEOUS ............................................................................................................................51

APPENDIX A — PACIFICORP
APPENDIX B — INFORMATION REGARDING THE BANK
APPENDIX C — APPROVING OPINION OF BOND COUNSEL
APPENDIX D — PROPOSED FORM OPINION OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT
APPENDIX F — CONTINUING DISCLOSURE AGREEMENT

REOFFERING CIRCULAR

$45,000,000
LINCOLN COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1991
INTRODUCTORY STATEMENT
This Reoffering Circular, including the Appendices hereto and the documents
incorporated by reference herein, is provided to furnish certain information with respect to the
reoffering by Lincoln County, Wyoming (the “Issuer”) of $45,000,000 aggregate principal
amount of its Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991(the
“Bonds”).
The Bonds have been issued under a Trust Indenture, dated as of January 1, 1991, as
heretofore amended, supplemented and restated (the “Trust Indenture”), between the Issuer and
The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as
further amended and restated by a Fourth Supplemental Trust Indenture, dated as of June 1,
2010, (the “Fourth Supplemental Indenture”), between the Issuer and the Trustee, and under a
resolution of the governing body of the Issuer. The Trust Indenture, as amended and restated by
the Fourth Supplemental Indenture, is sometimes referred to herein as the “Indenture.” Pursuant
to a Loan Agreement, dated as of January 1, 1991, as heretofore amended, supplemented and
restated (the “Original Loan Agreement”), between PacifiCorp (the “Company”) and the Issuer,
as further amended and restated by a Second Supplemental Loan Agreement, dated as of June 1,
2010, between the Company and the Issuer (the “Second Supplemental Loan Agreement”), the
Issuer has lent the proceeds from the original sale of the Bonds to the Company. The Original
Loan Agreement, as amended and restated by the Second Supplemental Loan Agreement, is
sometimes referred to herein as the “Loan Agreement.”
The proceeds of the Bonds were used, together with certain other moneys of the
Company, to refund all of the outstanding $45,000,000 principal amount of Lincoln County,
Wyoming Pollution Control Revenue Bonds 11-1/8% Series due April 1, 2011 (Utah Power &
Light Company Project) (the “Prior Bonds”). The Prior Bonds were assumed by the Company
as the surviving corporation in its 1989 merger with Utah Power & Light Company, a Utah
corporation, and PacifiCorp, a Maine corporation. The Prior Bonds were issued to finance
certain qualifying air pollution control facilities as described herein. See “THE PROJECT.”
In order to secure the Company’s obligation to repay the loan made to it by the Issuer
under the Loan Agreement, the Company has issued and delivered to the Trustee its First
Mortgage and Collateral Trust Bonds, Fourth 2003 Series (the “First Mortgage Bonds”) in a
principal amount equal to the principal amount of the Bonds. The First Mortgage Bonds may be
released upon delivery of collateral in substitution for the First Mortgage Bonds provided that
certain conditions are met as described below under “THE LOAN AGREEMENT—Loan Payments;
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The First Mortgage Bonds.” The First Mortgage Bonds were issued under the Mortgage and
Deed of Trust, dated as of January 9, 1989 between the Company and The Bank of New York
Mellon Trust Company, N.A., as successor trustee (the “Company Mortgage Trustee”), as
supplemented and amended by various supplemental indentures, including a Fifteenth
Supplemental Indenture, dated as of June 1, 2003 (the “Fifteenth Supplemental Indenture”), all
collectively hereinafter referred to as the “Company Mortgage.” As holder of the First
Mortgage Bonds, the Trustee will, ratably with the holders of all other first mortgage bonds
outstanding under the Company Mortgage, enjoy the benefit of a lien on properties of the
Company. See “THE FIRST MORTGAGE BONDS—Security” for a description of the properties of
the Company subject to the lien of the Company Mortgage. The Bonds will not otherwise be
secured by a mortgage of, or security interest in, the Project (as hereinafter defined). The First
Mortgage Bonds will be registered in the name of and held by the Trustee for the benefit of the
“Owners” of the Bonds and will not be transferable except to a successor trustee under the
Indenture. “Owner” means the registered owner of any Bond; provided, however, when used in
the context of the Tax-Exempt (as hereinafter defined) status of the Bonds, the term “Owner”
includes each actual purchaser of any Bond (“Beneficial Owner”).
The Bonds, together with the premium, if any, and interest thereon, will be limited
obligations and not general obligations of the Issuer. None of the Indenture, the Bonds or the
Loan Agreement constitutes a debt or gives rise to a general obligation or liability of the Issuer
or constitutes an indebtedness under any constitutional or statutory debt limitation. The Bonds
will not constitute or give rise to a pecuniary liability of the Issuer thereof and will not constitute
any charge against the Issuer’s general credit or taxing powers; nor will the Bonds constitute an
indebtedness of or a loan of credit of the Issuer. The Bonds are payable solely from the receipts
and revenues to be received from the Company as payments under the Loan Agreement, or
otherwise on the First Mortgage Bonds, and from any other moneys pledged therefor. Such
receipts and revenues and all of the Issuer’s rights and interests under the Loan Agreement
(except as noted under “THE INDENTURE—Pledge and Security” below) are pledged and assigned
to the Trustee as security, equally and ratably, for the payment of the Bonds. The payments
required to be made by the Company under the Loan Agreement, or otherwise on the First
Mortgage Bonds, will be sufficient, together with other funds available for such purpose, to pay
the principal of and premium, if any, and interest on the Bonds. Under no circumstances will the
Issuer have any obligation, responsibility or liability with respect to the Project, the Loan
Agreement, the Indenture, the Bonds or this Reoffering Circular, except for the special limited
obligation set forth in the Indenture and the Loan Agreement whereby the Bonds are payable
solely from amounts derived from the Company and the Letter of Credit (or Alternate Credit
Facility (as hereinafter defined), as the case may be). Nothing contained in the Indenture, the
Bonds or the Loan Agreement, or in any other related documents may be construed to require the
Issuer to operate, maintain or have any responsibility with respect to the Project. The Issuer has
no liability in the event of wrongful disbursement by the Trustee or otherwise. No recourse may
be had against any past, present or future commissioner, officer, employee, official or agent of
the Issuer under the Indenture, the Bonds, the Loan Agreement or any related document. The
Issuer has no responsibility 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.
- 3 -
The Bonds will be supported by an irrevocable Letter of Credit (the “Letter of Credit”) to
be issued by Wells Fargo Bank, National Association (the “Bank”) in favor of the Trustee, as
beneficiary.
Under the Letter of Credit, the Trustee will be entitled to draw, upon a properly presented
and conforming drawing, up to an amount sufficient to pay one hundred percent (100%) of the
principal amount of the Bonds on the date of the draw (whether at maturity, upon acceleration,
mandatory or optional purchase or redemption), plus 48 days’ accrued interest on the Bonds, at a
rate of up to the maximum interest rate of twelve percent (12%) per annum calculated on the
basis of a year of 365 days for the actual days elapsed, so long as the Bonds bear interest at the
Weekly Interest Rate or the Daily Interest Rate. The Company has agreed to reimburse the Bank
for drawings made under the Letter of Credit and to make certain other payments to the Bank.
The Letter of Credit will expire on June 1, 2011, unless extended or earlier terminated in
accordance with its terms. See “THE LETTER OF CREDIT.”
The Bank has also been appointed by the Company as Remarketing Agent with respect to
the Bonds (in such capacity, the “Remarketing Agent”). The Company will enter into a
Remarketing Agreement with the Remarketing Agent with respect to the Bonds to be remarketed
by the Remarketing Agent.
Under certain circumstances described in the Loan Agreement, the Letter of Credit may
be replaced by an alternate credit facility supporting payment of the principal of and interest on
the Bonds when due and for the payment of the purchase price of tendered or deemed tendered
Bonds (an “Alternate Credit Facility”). The entity or entities, as the case may be, obligated to
make payment on an Alternate Credit Facility are referred to herein as the “Obligor on an
Alternate Credit Facility.” Under certain circumstances, the replacement of the Letter of Credit
or an Alternate Credit Facility will result in the mandatory purchase of Bonds. See “THE LOAN
AGREEMENT—The Letter of Credit; Alternate Credit Facility.”
Brief descriptions of the Issuer, the Project and the Bank and summaries of certain
provisions of the Bonds, the Loan Agreement, the Letter of Credit, the Indenture and the First
Mortgage Bonds are included in this Reoffering Circular, including the Appendices hereto.
Information regarding the business, properties and financial condition of the Company is
included in and incorporated by reference in APPENDIX A hereto. A brief description of the Bank
is included as APPENDIX B hereto. APPENDIX C sets forth the approving opinion of Chapman
and Cutler, Bond Counsel, delivered on the date of original issuance of the Bonds. APPENDIX D
sets for the form of opinion of Chapman and Cutler LLP, relating to the execution and delivery
of the Fourth Supplemental Indenture and the Second Supplemental Loan Agreement and the
delivery of the Letter of Credit. Included as APPENDIX F is a copy of the Continuing Disclosure
Agreement that was executed and delivered by the Company on June 2, 2003 (the “Continuing
Disclosure Agreement”), with respect to the Bonds.
The descriptions herein of the Loan Agreement, the Indenture, the Company Mortgage
and the Letter of Credit are qualified in their entirety by reference to such documents, and the
descriptions herein of the Bonds and the First Mortgage Bonds are qualified in their entirety by
reference to the forms thereof and the information with respect thereto included in the aforesaid
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documents. All such descriptions are further qualified in their entirety by reference to laws and
principles of equity relating to or affecting the enforcement of creditors’ rights generally. Copies
of such documents, except the Company Mortgage, may be obtained from the principal corporate
trust office of the Trustee in Chicago, Illinois. The Company Mortgage is available for
inspection at the office of the Company and at the principal office of the Company Mortgage
Trustee in New York, New York.
This Reoffering Circular provides certain information with respect to the Bank, the
terms of, and security for the Bonds and other related matters. While certain information
relating to the Company is included and incorporated within, the Bonds are being
remarketed on the basis of the Letter of Credit and the financial strength of the Bank and
are not being remarketed on the basis of the financial strength of the Issuer, the Company
or any other security. This Reoffering Circular does not describe the financial condition of
the Company and no representation is made concerning the financial status or prospects of
the Company or the value or financial viability of the Project.
As this Reoffering Circular is being initially circulated in connection with the adjustment
to a Weekly Interest Rate Period and the delivery of the Letter of Credit, generally only the Daily
and Weekly Interest Rate Periods are described herein.
THE ISSUER
Lincoln County is a political subdivision, duly organized and existing under the
Constitution and laws of Wyoming. Pursuant to Sections 15-1-701 to 15-1-710, inclusive,
Wyoming Statutes (1977), as amended (the “Act”), Lincoln County was and is authorized to
issue the Bonds, to enter into the Indenture and the Loan Agreement to which it is a party and to
secure the Bonds by a pledge to the Trustee of the payments to be made by the Company under
such Loan Agreement and the First Mortgage Bonds.
THE PROJECT
The Prior Bonds were issued to finance qualifying air pollution control facilities (the
“Project”) for the Naughton coal-fired electric generating plant (the “Plant”) located in Lincoln
County.
THE BONDS
The following is a summary of certain provisions of the Bonds. Reference is hereby made
to the form of the Bonds in its entirety for the detailed provisions thereof. Initially capitalized
terms used herein and not otherwise defined are used as defined in the Indenture.
GENERAL
The Bonds have been issued only as fully registered Bonds without coupons in the
manner described below. The Bonds were dated as of their initial date of delivery and mature on
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the date set forth 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 Indenture 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 will be a Weekly Interest Rate Period. The Bonds are subject to
purchase at the option of the holders of the Bonds, and under certain circumstances are subject to
mandatory purchase, in the manner and at the times described herein. The Bonds are subject to
optional and mandatory redemption prior to maturity in the manner and at the times described
herein.
Bonds may be transferred or exchanged for other Bonds in authorized denominations at
the principal office of the Trustee as the registrar and paying agent (in such capacities, the
“Registrar” and the “Paying Agent”). The Bonds will be issued in authorized denominations of
$100,000 or any integral multiple of $100,000 (provided that one Bond need not be in a multiple
of $100,000, but may be in such denomination greater than $100,000 as is necessary to account
for any principal amount of the Bonds not corresponding directly with $100,000 denominations)
when the Bonds bear interest at a Daily or Weekly Interest Rate (the “Authorized
Denominations”). Exchanges and transfers will be made without charge to the Owners, except
for any applicable tax or other governmental charge.
A “Business Day” is a day except a Saturday, Sunday or other day (a) on which
commercial banks located in the cities in which the principal office of the Bank or the principal
office of the Obligor on an Alternate Credit Facility, as the case may be, the principal office of
the Trustee, the principal office of the Remarketing Agent or the principal office of the Paying
Agent are located are required or authorized by law to remain closed or are closed, or (b) on
which The New York Stock Exchange, Inc. is closed.
“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 Facility 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 Facility to provide moneys for the purchase of Bonds pursuant to
the Alternate Credit Facility is otherwise terminated 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 Facility is delivered
or substituted for the Letter of Credit in accordance with the provisions hereof and of the
Agreement or (iii) the date on which the Company terminates the Letter of Credit in accordance
with the Loan Agreement, or (b) the date on which the commitment of the Bank to provide
moneys for the purchase of Bonds pursuant to the Letter of Credit is otherwise terminated in
accordance with its terms. See also “THE LOAN AGREEMENT—The Letter of Credit; Alternate
Credit Facility.”
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“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 purposes of granting a first priority lien upon Pledged
Bonds hereunder, registered in the name of the Bank, as pledgee, or in the name of the Trustee
(or its nominee), as agent for the Bank, delivered to or upon the direction of the Bank pursuant to
the Indenture.
“Rate Period” means any Daily Interest Rate Period, Weekly Interest Rate Period,
Flexible Interest Rate Period or Term Interest Rate Period.
“Record Date” means with respect to any Interest Payment Date in respect 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 federal income tax purposes, except for any interest on any such
obligations for any period during which such obligations are owned by a person who is a
“substantial user” of any facilities financed or refinanced with such obligations or a “related
person” within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as
amended (the “1954 Code”), whether or not such interest is includible as an item of tax
preference or otherwise includible directly or indirectly for purposes of calculating other tax
liabilities, including any alternative minimum tax or environmental tax under the Internal
Revenue Code of 1986, as amended (the “Code”).
PAYMENT OF PRINCIPAL AND INTEREST
The principal of and premium, if any, on the Bonds is payable to the Owners upon
surrender thereof at the principal office of the Paying Agent. Except when the Bonds are held in
book-entry form (see “Book-Entry System”), interest is payable (i) by bank check or draft mailed
by first class mail on the Interest Payment Date to the Owners as of the Record Date or (ii) in
immediately available funds (by wire transfer or by deposit to the account of the Owner of any
such Bond if such account is maintained with the Paying Agent), but in respect of any Owner of
Bonds in a Daily or Weekly Interest Rate Period only to any Owner which owns Bonds in an
aggregate principal amount of at least $1,000,000 on the Record Date and who has provided wire
transfer instructions to the Paying Agent prior to the close of business on such Record Date.
Interest on each Bond is payable on each Interest Payment Date for each such Bond for
the period commencing on the immediately preceding Interest Payment Date (or if no interest
has been paid thereon, commencing on the date of issuance thereof) to, but not including, such
Interest Payment Date. Interest is computed, in the case of any Daily or Weekly Interest Rate
Period, on the basis of a 365- or 366-day year, as applicable, for the number of days actually
elapsed.
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RATE PERIODS
The term of the Bonds is divided into consecutive Rate Periods, during which such Bonds
bear interest at a Daily Interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term
Interest Rate.
WEEKLY INTEREST RATE PERIOD
Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, 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 thereafter no later than Tuesday of
each week during such Weekly Interest Rate Period, unless any such Tuesday is not a Business
Day, in which event the Weekly Interest Rate will be determined by the Remarketing Agent no
later than the Business Day next preceding such Tuesday.
The Weekly Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Weekly Interest Rate for any period, the Weekly
Interest Rate will 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 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 such
adjustment to a Weekly 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 making such election, any
Bonds have been called for redemption and such redemption has not theretofore been effected,
the effective date of such Weekly Interest Rate Period may not precede such redemption date.
Notice of Adjustment to Weekly Interest Rate Period. The Trustee will 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
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interest rate on such Bonds will be adjusted to a Weekly Interest Rate (subject to the Company’s
ability to rescind its election as described below under “Rescission of Election”), (b) the
effective date of such Weekly Interest Rate Period, (c) that such Bonds are subject to mandatory
purchase on such effective date, (d) the procedures for such mandatory purchase, (e) the
purchase price of such Bonds on the effective date (expressed as a percentage of the principal
amount thereof), and (f) that the Owners of such Bonds do not have the right to retain their
Bonds on such effective date.
DAILY INTEREST RATE PERIOD
Determination of Daily Interest Rate. During each Daily Interest Rate Period, the Bonds
bear interest at the Daily Interest Rate determined by the Remarketing Agent either on each
Business Day for such Business Day or on the next preceding Business Day for any day that is
not a Business Day.
The Daily Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then-prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Daily Interest Rate for any day by 10:00 a.m.,
New York time, the Daily Interest Rate for such day will 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 making such election, any Bonds have been
called for redemption and such redemption has not theretofore been effected, the effective date
of such Daily Interest Rate Period may not precede such redemption date.
Notice of Adjustment to Daily Interest Rate Period. The Trustee will give notice by mail
of an adjustment to a Daily Interest Rate Period to the Owners not less than 20 days prior to the
effective date of such Daily Interest Rate Period. Such notice must state (a) that the interest rate
on such Bonds will be adjusted to a Daily Interest Rate (subject to the Company’s ability to
rescind its election as described below under “Rescission of Election”), (b) the effective date of
such Daily Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on such
effective date, (d) the procedures for such mandatory purchase, (e) the purchase price of such
Bonds on the effective date (expressed as a percentage of the principal amount thereof), and (f)
that the Owners of such Bonds do not have the right to retain their Bonds on such effective date.
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DETERMINATION CONCLUSIVE
The determination of the interest rates referred to above is conclusive and binding upon
the Remarketing 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 Period 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 Bank (or the Obligor on an Alternate Credit
Facility, as the case may be) prior to such effective date. At the time the Company gives notice
of the rescission, it may also elect in such notice to continue the Rate Period then in effect. If the
Trustee receives notice of such rescission prior to the time the Trustee has given notice to the
Owners of the change in Rate Periods, then such notice of change in Rate Periods is of no force
and effect and will not be given to the Owners. If the Trustee receives notice of such rescission
after the Trustee has given notice to the Owners of an adjustment or an attempted adjustment
from one Rate Period to another Rate Period does not become effective for any other reason,
then the Rate Period for the Bonds will automatically adjust to or continue in a Daily Interest
Rate Period and the Trustee will 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 will 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 will
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. During any Weekly Interest Rate Period, any Bond (or
portions thereof in Authorized Denominations) will be purchased at the option of the owner
thereof on any Wednesday, or if such Wednesday is not a Business Day, the next succeeding
Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee of an
irrevocable written notice or telephonic notice (promptly confirmed 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-entry form) of
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such Bond to be purchased and the date on which such Bond is to be purchased, which
date may not be prior to the seventh day next succeeding the date of the delivery of such
notice to the Trustee; and
(b) except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on the purchase date specified in such
notice.
Daily Interest Rate Period. During any Daily Interest Rate Period, any Bond (or portions
thereof in Authorized Denominations) will be purchased at the option of the owner thereof on
any Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee and to the
Remarketing Agent at the Principal Office of the Remarketing Agent, not later than 11:00
a.m., New York time, on such Business Day, of an irrevocable written or telephonic
notice (promptly confirmed 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-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on such purchase date.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE BENEFICIAL OWNER OF
THE BONDS THROUGH ITS DIRECT PARTICIPANT (AS HEREINAFTER DEFINED) MUST GIVE NOTICE TO
THE TRUSTEE TO ELECT TO HAVE SUCH BONDS PURCHASED, AND MUST EFFECT DELIVERY OF SUCH
BONDS BY CAUSING SUCH DIRECT PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL
TO SUCH BENEFICIAL OWNER’S INTEREST ON THE RECORDS OF DTC TO THE TRUSTEE’S
PARTICIPANT ACCOUNT WITH DTC. THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS
IN CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE
DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC
PARTICIPANTS ON THE RECORDS OF DTC. SEE “—BOOK-ENTRY SYSTEM.”
MANDATORY PURCHASE
The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the
principal amount thereof, plus accrued interest to the purchase date described below, upon the
occurrence of any of the events stated below:
(a) on the effective date of any change in a Rate Period; or
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(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 Facility; 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 Credit Facility will not be reinstated in accordance with its
terms.
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (b) of the preceding paragraph, the Trustee will give notice by mail to
the Remarketing Agent and the Owners of the Bonds of the Expiration of the Term of the Letter
of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be, not
less than 15 days prior to the Expiration of the Term of the Letter of Credit or the Expiration of
the Term of an Alternate Credit Facility, as the case may be, which notice must (a) describe
generally the Letter of Credit or any Alternate Credit Facility in effect prior to such Expiration,
and any Alternate Credit Facility 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-entry form, state that the Bonds must be
delivered to the New York office designated by the Trustee as the “Delivery Office of the
Trustee.”
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (c) of the preceding paragraph, the Trustee will, immediately upon
receipt of notice from the Bank or the Obligor on a Alternate Credit Facility, as the case may be,
that the Letter of Credit or the Alternate Credit Facility will 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 prior 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-entry form, state that the Bonds must be delivered to
the Delivery Office of the Trustee.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF MANDATORY
PURCHASE OF BONDS WILL BE GIVEN BY THE TRUSTEE TO DTC ONLY, AND NEITHER THE ISSUER,
THE TRUSTEE, THE COMPANY NOR THE REMARKETING AGENT HAS ANY RESPONSIBILITY FOR THE
DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY ANY DIRECT
PARTICIPANTS TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY DIRECT PARTICIPANTS OR
INDIRECT PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG AS THE BONDS
ARE HELD IN BOOK-ENTRY FORM, THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN
CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED
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SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DIRECT
PARTICIPANTS ON THE RECORDS OF DTC. SEE “BOOK-ENTRY SYSTEM.”
PURCHASE OF BONDS
On the date on which Bonds are delivered to the Trustee for purchase as specified above
under “—Optional Purchase” or “—Mandatory Purchase,” the Trustee will pay the purchase
price of such Bonds solely from the following sources in the order of priority indicated, and the
Trustee has no obligation to use funds from any other source:
(a) Available Moneys (as hereinafter defined) furnished by the Company to
the Trustee for the purchase of Bonds;
(b) proceeds of the sale of such Bonds (other than Bonds sold to the
Company, any subsidiary of the Company, any guarantor of the Company, or the Issuer
or any “insider” (as defined in the United States Bankruptcy Code) of any of the
aforementioned) by the Remarketing Agent;
(c) Available Moneys or moneys provided pursuant to the Letter of Credit or
an Alternate Credit Facility, as the case may be, for the payment of the purchase price of
the Bonds furnished by the Trustee pursuant to the Indenture for the purchase of Bonds
deemed paid in accordance with the defeasance provisions of the Indenture;
(d) moneys furnished pursuant to the Letter of Credit or an Alternate Credit
Facility, as the case may be, to the Trustee for the payment of the purchase price of the
Bonds; and
(e) any other moneys furnished by the Company to the Trustee for purchase
of the Bonds;
provided, however, that funds for the payment of the purchase price of defeased Bonds may be
derived only from the sources described in (c) above.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate
Credit Facility is in effect, (i) moneys on deposit in trust with the Trustee as agent and bailee for
the Owners of the Bonds for a period of at least 123 days prior to and during which no petition in
bankruptcy or similar insolvency proceeding has been filed by or against the Company or the
Issuer (or any subsidiary of the Company, any guarantor of the Company or any insider (as
defined in the United States Bankruptcy Code), to the extent that such moneys were deposited by
any of such subsidiary, 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 bankruptcy
matters selected by the Company (which opinion shall be in a form acceptable to the Trustee, to
Moody’s, if the Bonds are then rated by Moody’s, and to S&P, if the Bonds are then rated by
S&P and shall be delivered to the Trustee at or prior to the time of the deposit of such proceeds
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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) will not constitute a voidable preference under
Section 547 of the United States Bankruptcy Code in the event either the Issuer or the Company
were to become a debtor under the United States Bankruptcy Code, and (b) at any time that a
Letter of Credit or an Alternate Credit Facility is not in effect, any moneys on deposit with the
Trustee as agent and bailee for the Owners of the Bonds and proceeds from the investment
thereof.
REMARKETING OF BONDS
The Remarketing Agent will offer for sale and use its best efforts to remarket any Bond
subject to purchase pursuant to the optional or mandatory purchase provisions described above,
any such remarketing to be made at a price equal to 100% of the principal amount thereof plus
accrued interest, if any, to the purchase date. The Company may direct the Remarketing Agent
from time to time to cease and to resume sales efforts with respect to some or all of the Bonds.
Anything in the Indenture to the contrary notwithstanding, at any time during which the
Letter of Credit or an Alternate Credit Facility, as the case may be, is in effect, there will be no
sales of Bonds as described in the preceding paragraph, if (a) there has occurred and has not been
cured or waived an Event of Default described in paragraphs (a), (b) or (c) under the caption
“THE INDENTURE—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 INDENTURE—Remedies” and such declaration has not been rescinded
pursuant to the Indenture.
OPTIONAL 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 Facility, if required by the Alternate
Credit Facility)), in whole, or in part by lot, prior to their maturity date on any Business Day
during a Daily Interest Rate Period or Weekly Interest Rate Period, at a redemption price equal
to 100% of the principal amount thereof plus accrued interest, if any, to the date of redemption.
EXTRAORDINARY OPTIONAL 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 Bank (or, if applicable, by the Obligor on an Alternate Credit Facility, if
required by the Alternate Credit Facility)) in whole or in part (and if in part, by lot), at a
redemption price equal to 100% of the principal amount thereof plus accrued interest to the
redemption date, upon receipt by the Trustee of a written notice from the Company stating that
any of the following events has occurred and that the Company therefore intends to exercise its
option to prepay the payments due under the Loan Agreement in whole or in part and thereby
effect the redemption of the Bonds in whole or in part to the extent of such prepayments:
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(a) the Company has determined that the continued operation of the Plant is
impracticable, uneconomical or undesirable for any reason; or
(b) the Company has determined that the continued operation of the Project is
impracticable, uneconomical or undesirable due to (i) the imposition of taxes, other than
ad valorem taxes currently levied upon privately owned property used for the same
general purpose as the Project, or other liabilities or burdens with respect to the Project or
the operation thereof, (ii) changes in technology, in environmental standards or legal
requirements or in the economic availability of materials, supplies, equipment or labor or
(iii) destruction of or damage to all or part of the Project; or
(c) all or substantially all of the Project or the Plant has been condemned or
taken by eminent domain; or
(d) the operation of the Project or the Plant has been enjoined or has otherwise
been prohibited by, or conflicts with, any order, decree, rule or regulation of any court or
of any federal, state or local regulatory body, administrative agency or other
governmental body.
SPECIAL MANDATORY REDEMPTION OF BONDS
The Bonds are subject to mandatory redemption at 100% of the principal amount thereof
plus accrued interest, if any, to the date of redemption upon the occurrence of the following
events.
The Bonds will 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 outstanding would have the result that interest payable on the Bonds remaining
outstanding after such redemption would remain Tax-Exempt, then the Bonds will be redeemed
in part by lot (in Authorized Denominations) in such amount as Bond Counsel in such opinion
has determined is necessary to accomplish that result. A “Determination of Taxability” is
deemed to have occurred if, as a result of an Event of Taxability (as defined below), a final
decree or judgment of any federal court or a final action of the Internal Revenue Service
determines that interest paid or payable on any Bond is or was includible in the gross income of
an owner of the Bonds for federal income tax purposes under the Code (other than an owner who
is a “substantial user” or “related person” within the meaning of Section 103(b)(13) of the
1954 Code). However, no such decree or action will be considered final for this purpose unless
the Company has been given written notice and, if it is so desired and is legally allowed, has
been afforded the opportunity to contest the same, either directly or in the name of any owner of
a Bond, and until conclusion of any appellate review, if sought. If the Trustee receives written
notice from any owner stating (a) that the owner has been notified in writing by the Internal
Revenue Service that it proposes to include the interest on any Bond in the gross income of such
owner for the reasons described therein or any other proceeding has been instituted against such
owner which may lead to a final decree or action as described in the Loan Agreement, and (b)
that such owner will afford the Company the opportunity to contest the same, either directly or in
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the name of the owner, until a conclusion of any appellate review, if sought, then the Trustee will
promptly give notice thereof to the Company, the Insurer, if any, the Bank (or the Obligor on an
Alternate Credit Facility, as the case may be), the Issuer and the owner of each Bond then
outstanding. If a final decree or action as described above thereafter occurs and the Trustee has
received written notice thereof at least 45 days prior to the redemption date, the Trustee will
make the required demand for prepayment of the amounts payable under the Loan Agreement for
prepayment of the Bonds and give notice of the redemption of the Bonds at the earliest practical
date, but not later than the date specified in the Loan Agreement, and in the manner provided by
the Indenture. An “Event of Taxability” means the failure of the Company to observe any
covenant, agreement or representation in the Loan Agreement, which failure results in a
Determination of Taxability.
PROCEDURE FOR AND NOTICE OF REDEMPTION
If less than all of the Bonds are called for redemption, the particular Bonds or portions
thereof to be redeemed will be selected by the Trustee, by lot. In selecting Bonds for
redemption, the Trustee will treat each Bond as representing that number of Bonds which is
obtained by dividing the principal amount of each Bond by the minimum Authorized
Denomination. Any Bonds selected for redemption which are deemed to be paid in accordance
with the provisions of the Indenture will cease to bear interest on the date fixed for redemption.
Subject to the procedures described below under “—Book-Entry System” for Bonds held in
book-entry form, upon presentation and surrender of such Bonds at the place or places of
payment, such Bonds will be paid and redeemed. Notice of redemption will be given by mail as
provided in the Indenture, at least 30 days and not more than 60 days prior to the redemption
date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein,
does not affect the validity of any proceedings for the redemption of any other of the Bonds.
Such notice will also be sent to the Remarketing Agent, the Bank or the Obligor on an Alternate
Credit Facility, as the case may be, 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), securities depositories and
bond information services.
With respect to notice of any optional redemption of the Bonds, as described above,
unless upon the giving of such notice, such Bonds are deemed to have been paid within the
meaning of the Indenture, such notice may state that such redemption is conditional upon the
receipt by the Trustee, on or prior to the date fixed for such redemption, of Available Moneys
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 will not be made and the Trustee will
give notice, in the manner in which the notice of redemption was given, that such redemption
will not take place.
Notwithstanding the foregoing provisions, Pledged Bonds shall be redeemed prior to any
other Bonds.
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SPECIAL CONSIDERATIONS RELATING TO THE BONDS
The Remarketing Agent is Paid by the Company. The Remarketing Agent’s
responsibilities include determining the interest rate from time to time and remarketing Bonds
that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the
terms of the Indenture and the Remarketing Agreement), all as further described in this
Reoffering Circular. The Remarketing Agent is appointed by the Company and paid by the
Company for its services. As a result, the interests of the Remarketing Agent may differ from
those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Accounts. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own accounts. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own accounts and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indenture and the Remarketing Agreement, the
Remarketing Agent is required to determine the applicable rate of interest that, in its judgment, is
the lowest rate that would permit the sale of the Bonds bearing interest at the applicable interest
rate at par plus accrued interest, if any, on and as of the applicable interest rate determination
date. The interest rate will reflect, among other factors, the level of market demand for the Bonds
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
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The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts, without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
BOOK-ENTRY SYSTEM
The following information in this section concerning The Depository Trust Company,
New York, New York (“DTC”), and its book-entry system has been furnished for use in the
Reoffering Circular by DTC. None of the Company, the Issuers or the Remarketing Agent take
any responsibility for the accuracy of such information.
DTC will act as securities depository for the Bonds. The Bonds were issued as
fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One
fully-registered Bond certificate will be issued for the Bonds of each issue, in the aggregate
principal amount thereof, and will be deposited with DTC. One fully-registered Bond was issued
for each issue of the Bonds, in the aggregate principal amount of such issue, and was deposited
with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC
is a whole-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S and non-U.S. securities brokers and dealers, banks and trust companies and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
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either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest
of each Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct
and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Bonds, except in the event that use
of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
are registered in the name of DTC’s partnership nominee, Cede & Co, or such other name as
may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and
their registration in the name of Cede & Co., or such other DTC nominee, does not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may
wish to take certain steps to augment transmission to them of notices of significant events with
respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to
documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to
the registrar and request that copies of notices be provided directly to them.
While Bonds are in the book-entry system, redemption notices will 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 Participant in such issue to be redeemed.
As long as the book-entry system is used for the Bonds, redemption notices will be sent
to Cede & Co. If less than all of the Bonds of any issue are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
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Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with
respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
As long as the book-entry system is used for the Bonds, principal or purchase price of
and premium, if any, and interest payments on, the Bonds will 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 Participants’ 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 Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, the Company, the Paying Agent, the Trustee,
the Remarketing Agent or the Issuer, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal, purchase price, premium and interest with
respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of
such payments to Direct Participants are the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners are the responsibility of Direct and Indirect Participants.
A Beneficial Owner must give notice to elect to have its Bonds purchased or tendered,
through its Participant, to the Remarketing Agent, and must effect delivery of such Bonds by
causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s
records, to the Remarketing Agent. The requirement for physical delivery of Bonds in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and
followed by a book-entry credit of tendered Bonds to the Remarketing Agent’s DTC account.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Bond certificates will be
printed and delivered.
None of the Issuer, the Company, the Remarketing Agent, the Trustee nor the Paying
Agent will have any responsibility or obligation to any securities depository, any Participants in
the Book-Entry System or the Beneficial Owners with respect to (a) the accuracy of any records
maintained by the securities depository or any Participant; (b) the payment by the securities
depository or by any Participant of any amount due to any Beneficial Owner in respect of the
principal amount or redemption of, or interest on, any Bonds; (c) the delivery of any notice by
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the securities depository or any Participant; (d) the selection of the Beneficial Owners to receive
payment in the event of any partial redemption of the Bonds; or (e) any other action taken by the
securities depository or any Participant.
THE LETTER OF CREDIT AND THE CREDIT AGREEMENT
LETTER OF CREDIT
On the date of reoffering of the Bonds, the Bank will issue in favor of the Trustee a Letter
of Credit in the form of a direct pay letter of credit. The Letter of Credit will be issued in the
aggregate principal amount of the Bonds plus 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).
The Letter of Credit will permit the Trustee to draw up to an amount equal to the then
outstanding principal amount of the Bonds to pay the unpaid principal thereof and accrued
interest on the Bonds, subject to the terms, conditions and limitations stated therein. The Letter
of Credit for the Bonds will be substantially in the form attached hereto as APPENDIX E.
The Letter of Credit will expire on June 1, 2011, but will be automatically extended,
without written amendment, to, and shall expire on, June 1, 2012, unless on or before May 2,
2012, notice is received by the Trustee stating that the Bank elects not to extend such Letter of
Credit beyond June 1, 2012. The date on which the Letter of Credit expires as described in the
preceding sentence, or if such date is not a Business Day then the first succeeding Business Day
thereafter is defined in the Letter of Credit as the Expiration Date. As used in the Letter of
Credit, the term “Business Day” means a day on which the San Francisco Letter of Credit
Operations Office of the Bank is open for business.
Each drawing honored by the Bank under the Letter of Credit will immediately reduce
the available amount thereunder by the amount of such drawing. Any drawing to pay interest
will be automatically reinstated on the eighth (8th) Business Day following the date such
drawing is honored by the Bank, unless the Company shall have received notice from the Bank
no later than seven (7) Business Days after such drawing is honored that there shall be no such
reinstatement. Any drawing to pay the purchase price of a Bond shall be reinstated if the Bonds
related to such drawing are remarketed and the remarketing proceeds are paid to the Bank prior
to the Expiration Date in an amount equal to the sum of (i) the amount paid to the Bank from
such remarketing proceeds and (ii) interest on such amount. See APPENDIX E.
CREDIT AGREEMENT
General. The Company is party to that certain $635,000,000 Credit Agreement, dated
October 23, 2007, as hereto amended and supplemented, among the Company, the financial
institutions party thereto, the Administrative Agent (as defined below) and The Royal Bank of
Scotland plc, 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 Bank issue a letter of credit for the Bonds and governing the
issuance thereof. The Letter of Credit is issued pursuant to the Credit Agreement.
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The Credit Agreement defines the relationship between the Company and the financial
institutions party thereto, including the Bank; neither the Issuer nor the Trustee has any interest
in the Credit Agreement or in any of the funds or accounts created under it. Under the Credit
Agreement, the Company has agreed to reimburse the Bank for any drawings under the Letter of
Credit, to pay certain fees and expenses, to pay interest on any unreimbursed drawings or other
amounts unpaid, and to reimburse the Bank for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Credit Agreement, as
applicable, that are not otherwise defined in this Reoffering Circular will have the meanings set
forth below.
“Administrative Agent” means Union Bank, N.A., in its capacity as administrative agent
for the Syndicate Banks and its successors in such capacity.
“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the Credit Agreement, the amount set forth opposite its name on the commitment
schedule as its Commitment and (ii) with respect to each additional Syndicate Bank or assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, the amount of the
Commitment thereby assumed by it, in each case as such amount may from time to time be
reduced or increased pursuant to the Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the Credit
Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar
obligations of such Person in respect of amounts paid under a letter of credit, surety bond or
similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as defined
in the Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the Credit
Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the Credit Agreement) or any combination of the foregoing pursuant to the Credit Agreement.
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“Material Debt” means Debt of the Company arising under a single or series of related
instruments or other agreements exceeding $35,000,000 in principal amount.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means any individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Reimbursement Obligations” means, if Commitments remain in effect on the date
payment is made by the Issuing Bank, all such amounts paid by an Issuing Bank and remaining
unpaid by the Company after the date and time required for payment under the Credit
Agreement.
“Required Banks” means at any time Syndicate Banks having more than 50% of the total
Commitments under the Credit Agreement, or if the Commitments shall have been terminated,
holding more than 50% of the sum of the outstanding Loans and letter of credit liabilities.
“Syndicate Bank” or “Syndicate Banks” means, individually or collectively, each bank
or other financial institution listed on the signature pages to the Credit Agreement, each assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, and their respective
successors.
Events of Default and Remedies. Any one or more of the following events constitute an
event of default (an “Event of Default”) under the Credit Agreement:
(a) the Company shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation or shall fail to pay, within five days of the due date thereof,
any interest, commitment fees or facility fees payable hereunder or shall fail to cash
collateralize any letter of credit pursuant to the Credit Agreement;
(b) the Company shall fail to pay any other amount claimed by one or more
Syndicate Banks under the Credit Agreement within five days of the due date thereof,
unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid claimed
amount does not exceed $100,000 and (iii) the aggregate of all such unpaid claimed
amounts does not exceed $300,000;
(c) the Company shall fail to observe or perform certain specified financial
covenants contained in the Credit Agreement;
(d) the Company shall fail to observe or perform any covenant or agreement
contained in the Credit Agreement (other than those covered by clause (a), (b) or (c)
above) for 15 days after written notice thereof has been given to the Company by the
Administrative Agent at the request of any Syndicate Bank;
- 23 -
(e) any representation, warranty, certification or statement made by the
Company in the Credit Agreement or in any certificate, financial statement or other
document delivered pursuant to the Credit Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);
(f) the Company shall fail to make any payment in respect of any Material
Debt (other than Loans or any Reimbursement Obligation) or Material Hedging
Obligations (as defined in the Credit Agreement) when due or within any applicable
grace period;
(g) any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of such Material
Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;
(h) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;
(i) an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
(j) the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate certain material plans identified in the Credit Agreement (each a
“Material Plan”) shall be filed under Title IV of ERISA by any member of the ERISA
Group, any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability in excess
of $25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any multiemployer plan (identified in the Credit Agreement)
against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA
in respect of an amount or amounts aggregating in excess of $25,000,000, and such
proceeding shall not have been dismissed within 20 days thereafter; or a condition shall
- 24 -
exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which would cause one or more members of
the ERISA Group to incur a current payment obligation in excess of $25,000,000;
(k) a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days;
(l) MidAmerican Energy Holdings Company or any wholly-owned subsidiary
thereof that owns common stock of the Company (“MidAmerican”) shall fail to own
(directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding
shares of common stock of the Company; any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except
Berkshire Hathaway Inc. or any wholly-owned subsidiary thereof, shall acquire a
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act) of 35% or more of the outstanding shares of
common stock of MidAmerican; or, during any period of 14 consecutive calendar months
commencing on or after March 21, 2006, individuals who were directors of the Company
on the first day of such period and any new director whose election by the board of
directors of the Company or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the applicable period or whose election or nomination
for election was previously so approved, shall cease to constitute a majority of the board
of directors of the Company.
Upon the occurrence of any Event of Default under the Credit Agreement, the
Administrative Agent shall (i) if requested by the Required Banks, by notice to the Company
terminate the Commitments and the obligation of each Syndicate Bank to make Loans
thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and
such obligations to make Loans and issue new letters of credit shall thereupon terminate, and (ii)
if requested by the Required Banks, by notice to the Company declare the Loans (together with
accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the Credit Agreement to be, and the same shall
thereupon become, immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Company; provided that in the case of
any of the Events of Default specified in clause (h) or (i) above with respect to the Company,
without any notice to the Company or any other act by the Administrative Agent or the Syndicate
Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest
thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a
letter of credit issued under the Credit Agreement shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Company.
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The Company agrees, in addition to the Events of Default provisions above, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an
outstanding letter of credit issued under the Credit Agreement, pay to the Administrative Agent
an amount in immediately available funds (which funds shall be held as collateral pursuant to
arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available
for drawing under all letters of credit issued under the Credit Agreement outstanding at such time
(or, in the case of a request by an Issuing Bank, all such letters of credit issued by it); provided
that, upon the occurrence of any Event of Default specified in clause (h) or (i) above with respect
to the Company, and on the scheduled termination date of the Credit Agreement, the Company
shall pay such amount forthwith without any notice or demand or any other act by the
Administrative Agent, any Issuing Bank or any Syndicate Bank.
THE LOAN AGREEMENT
ISSUANCE OF THE BONDS; LOAN OF PROCEEDS
The Issuer issued the Bonds for the purpose of refunding the Prior Bonds, the proceeds of
which were used to finance or refinance, as the case may be, a portion of the Company’s share of
the costs of acquiring and improving the Project. The proceeds of the sale of the Bonds have
been used to refund the Prior Bonds.
LOAN PAYMENTS; THE FIRST MORTGAGE BONDS
As and for repayment of the loan made to the Company by the Issuer, the Company will
pay to the Trustee, for the account of the Issuer, an amount equal to the principal of, premium, if
any, and interest on the Bonds when due on the dates, in the amounts and in the manner provided
in the Indenture for the payment of the principal of, premium, if any, and interest on the Bonds,
whether at maturity, upon redemption, acceleration or otherwise (“Loan Payments”); provided,
however, that the obligation of the Company to make any such Loan Payment will be reduced by
the amount of any reduction under the Indenture of the amount of the corresponding payment
required to be made by the Issuer thereunder; and provided further that the obligation of the
Company to make any such payment is deemed to be satisfied and discharged to the extent of the
corresponding payment made (i) by the Bank to the Trustee under the Letter of Credit, (ii) by the
Obligor on an Alternate Credit Facility to the Trustee under such Alternate Credit Facility or (iii)
by the Company of principal of or premium, if any, or interest on the First Mortgage Bonds.
The Company’s obligation to repay the loan made to it by the Issuer is secured by First
Mortgage Bonds delivered to the Trustee equal in principal amount to, and bearing interest at the
same rate and maturing on the same date as, the Bonds. The payments to be made by the
Company pursuant to the Loan Agreement and the First Mortgage Bonds are pledged under the
Indenture by the Issuer to the Trustee, and the Company is to make all payments thereunder and
thereon directly to the Trustee. See “THE FIRST MORTGAGE BONDS—General” below.
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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 will not adversely affect the Tax-Exempt
status of the Bonds; (b) written evidence from the Insurer, if any, and from each Bank 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 will not, by itself, result in a reduction,
suspension or withdrawal of such rating agency’s rating or ratings of the Bonds.
PAYMENTS OF PURCHASE PRICE
The Company will pay or cause to be paid to the Trustee amounts equal to the amounts to
be paid by the Trustee pursuant to the Indenture for the purchase of outstanding Bonds
thereunder (see “THE BONDS-Optional Purchase” and “—Mandatory Purchase”), such amounts
to be paid to the Trustee as the purchase price for the Bonds tendered for purchase pursuant to
the Indenture, on the dates such payments are to be made; provided, however, that the obligation
of the Company to make any such payment under the Loan Agreement will be reduced by the
amount of any moneys held by the Trustee under the Indenture 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 Facility, as the case may be), the Company will 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 Facility, as the case may be) to the
Trustee. The Trustee has been directed to take such actions as may be necessary in accordance
with the provisions of the Indenture and the Letter of Credit (or an Alternate Credit Facility, as
the case may be), to obtain the moneys necessary to pay the purchase price of Bonds when due.
OBLIGATION ABSOLUTE
The Company’s obligation to make payments under the Loan Agreement and otherwise
on the First Mortgage Bonds is absolute, irrevocable and unconditional and is not subject to
cancellation, termination or abatement, or to any defense other than payment, or to any right of
setoff, counterclaim or recoupment arising out of any breach under the Loan Agreement or the
Indenture or otherwise by the Company, the Trustee, the Remarketing Agent, any Insurer, the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), or any other party or
out of any obligation or liability at any time owing to the Company by any such party.
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EXPENSES
The Company is obligated to pay reasonable compensation and to reimburse certain
expenses and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, the
Paying Agent, Moody’s and S&P directly to such entity.
TAX COVENANTS; TAX-EXEMPT STATUS OF BONDS
The Company covenants that the Bond proceeds, the earnings thereon and other moneys
on deposit with respect to the Bonds will not be used in such a manner as to cause the Bonds to
be “arbitrage bonds” within the meaning of the Code.
The Company covenants that it has not taken, and will not take, or permit to be taken on
its behalf, any action which would adversely affect the Tax-Exempt status of the Bonds and will
take, or require to be taken, such action as may, from time to time, be required under applicable
law or regulation to continue to cause the Bonds to be Tax-Exempt. See “TAX EXEMPTION.”
OTHER COVENANTS OF THE COMPANY
Maintenance of Existence; Conditions Under Which Exceptions Permitted. The
Company covenants that it will maintain in good standing its corporate existence as a corporation
organized under the laws of one of the states of the United States or the District of Columbia and
will remain duly qualified to do business in the State of the Issuer, will not dissolve or otherwise
dispose of all or substantially all of its assets and will not consolidate with or merge into another
corporation; provided, however, that the Company may, without violating the foregoing,
undertake from time to time any one or more of the following, if, prior to the effective date
thereof, there shall have been delivered to the Trustee an opinion of Bond Counsel stating that
the contemplated action will 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 District of Columbia),
or sell or otherwise transfer to another domestic corporation all or substantially all of its assets as
an entirety and thereafter dissolve, provided the resulting, surviving or transferee corporation, as
the case may be, must be the Company or a corporation qualified to do business in the State of
the Issuer as a foreign corporation or incorporated and existing under the laws of the State of the
Issuer, which as a result of the transaction has assumed (either by operation of law or in writing)
all of the obligations of the Company under the Loan Agreement, the First Mortgage Bonds and
the Reimbursement Agreement; or (b) convey all or substantially all of its assets to one or more
wholly owned subsidiaries of the Company so long as the Company remains in existence and
primarily liable on all of its obligations under the Loan Agreement and such subsidiary or
subsidiaries to which such assets are so conveyed guarantees in writing the performance of all of
the Company’s obligations under the Loan Agreement, the First Mortgage Bonds and the
Reimbursement Agreement.
Assignment. With the consent of the Bank (or the Obligor on an Alternate Credit
Facility), the Company’s interest in the Loan Agreement may be assigned in whole or in part by
the Company to another entity, subject, however, to the conditions that no assignment will (a)
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adversely affect the Tax-Exempt status of the Bonds or (b) relieve (other than as described in
“Maintenance of Existence; Conditions Under Which Exceptions Permitted” above) the
Company from primary liability for its obligations to pay the First Mortgage Bonds or to make
the Loan Payments or to make payments to the Trustee with respect to payment of the purchase
price of the Bonds or for any other of its obligations under the Loan Agreement; and subject
further to the condition that the Company has delivered to the Trustee and the Bank (or the
Obligor on an Alternate Credit 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 will 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, furnish to the Issuer and the Trustee a true and
complete copy of the agreements or other documents effectuating any such assignment.
Maintenance and Repair; Taxes, Etc. The Company will maintain the Project in good
repair, keep the same insured in accordance with standard industry practice and pay all costs
thereof. The Company will pay or cause to be paid all taxes, special assessments and
governmental, 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 purposes, which
remodeling, substitutions, modifications and improvements are included under the terms of the
Loan Agreement as part of the Pollution Control Facilities; provided, however, that the Company
may not exercise any such right, power, election or option if the proposed remodeling,
substitution, modification or improvement would adversely affect the Tax-Exempt status of the
Bonds.
The Company will cause insurance to be taken out and continuously maintained in effect
with respect to the Pollution Control Facilities in accordance with standard industry practice.
Anything in the Loan Agreement to the contrary notwithstanding, the Company has the
right at any time to cause the operation of the Pollution Control Facilities to be terminated if the
Company has determined that the continued operation of the Project or the Pollution Control
Facilities is uneconomical for any reason.
LETTER 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 Facility or a Substitute Letter of Credit, but only provided that:
(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states (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
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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
Indenture, and (D) directs the Trustee, after taking such actions as are required to
be taken to provide moneys due under the Indenture in respect of the Bonds or the
purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as
the case may be, which is to be replaced, to the obligor thereon on the next
Business Day after the later of the effective date of the Alternate Credit Facility or
the Substitute Letter of Credit to be provided and the Expiration of the Term of
the Letter of Credit or Expiration of the Term of the Alternate Credit Facility
which is to be replaced and thereupon to deliver any and all instruments which
may be reasonably requested by such obligor and furnished to the Trustee (but
such surrender shall occur only if the requirement of (ii) below has been
satisfied);
(ii) on the date of delivery of the Alternate Credit Facility or the
Substitute Letter of Credit (which shall be the effective date thereof), the
Company shall furnish to the Trustee simultaneously with such delivery of the
Alternate Credit Facility or Substitute Letter of Credit (which delivery must occur
prior to 9:30 a.m., New York time, on such date, unless a later time on such date
shall be acceptable to the Trustee) an opinion of Bond Counsel stating that the
delivery of such Alternate Credit Facility or Substitute Letter of Credit (A)
complies with the terms of the Loan Agreement and (B) will not adversely affect
the Tax-Exempt status of the Bonds; and
(iii) in the case of the delivery of a Substitute Letter of Credit, the
Company has received the written consent of the Bank or the Obligor on an
Alternate Credit Facility; or
(b) provide for the termination on any Business Day of the Letter of Credit or
any Alternate Credit Facility then in effect, but only provided that:
(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states the Expiration of the Term of the Letter of Credit or the
Expiration of the Term of the Alternate Credit Facility which is to be terminated,
(B) directs the Trustee to give notice of the mandatory purchase of the Bonds on
the Business Day next preceding the Expiration of the Term of the Letter of
Credit or the Expiration of the Term of the Alternate Credit Facility which is to be
terminated (which Business Day shall be not less than 30 days from the date of
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receipt by the Trustee of the notice from the Company specified above), in
accordance with the Indenture, and (C) directs the Trustee, after taking such
actions as are required to be taken to provide moneys due under the Indenture in
respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to be terminated, to the
obligor thereon on the next Business Day after the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of the Alternate Credit Facility
which is to be terminated and to thereupon deliver any and all instruments which
may be reasonably requested by such obligor and furnished to the Trustee (but
such surrender shall occur only if the requirement of (ii) below has been
satisfied); and
(ii) on the Business Day next preceding the Expiration of the Term of
the Letter of Credit or the Expiration of the Term of the Alternate Credit Facility,
which is to be terminated, the Company shall furnish to the Trustee (prior to 9:30
a.m., New York time, on such Business Day, unless a later time on such Business
Day shall be acceptable to the Trustee) an opinion of Bond Counsel stating that
the termination of such Alternate Credit Facility or Letter of Credit (A) complies
with the terms of the Loan Agreement and (B) will not adversely affect the
Tax-Exempt status of the Bonds.
EXTENSION OF A LETTER OF CREDIT
The Company may, at its election, but only with the written consent of the Bank or the
Obligor on an Alternate Credit Facility, as the case may be, at any time provide for one or more
extensions of the Letter of Credit or Alternate Credit Facility then in effect, as the case may be,
for any period commencing after its then-current expiration date.
DEFAULTS
Each of the following events constitute an “Event of Default” under the Loan Agreement:
(a) a failure by the Company to make when due any Loan Payment, any
payment required to be made to the Trustee for the purchase of Bonds or any payment on
the First Mortgage Bonds, which failure has resulted in an “Event of Default” as
described herein in paragraph (a), (b) or (c) under “THE INDENTURE—Defaults;”
(b) a failure by the Company to pay when due any amount required to be paid
under the Loan Agreement or to observe and perform any other covenant, condition or
agreement on the Company’s part to be observed or performed under the Loan
Agreement (other than a failure described in clause (a) above), which failure continues
for a period of 60 days (or such longer period as the Issuer, the Bank (or the Obligor on
an Alternate Credit Facility, as the case may be) and the Trustee may agree to in writing)
after written notice given to the Company and the Bank (or the Obligor on an Alternate
Credit Facility, as the case may be) by the Trustee or to the Company, the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be and the Trustee by the Issuer;
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provided, however, that if such failure is other than for the payment of money and cannot
be corrected within the applicable period, such failure does not constitute an Event of
Default so long as the Company institutes corrective action within the applicable period
and such action is being diligently pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of
the Company.
The Loan Agreement provides that, with respect to any Event of Default described in
clause (b) above if, by reason of acts of God, strikes, orders of political bodies, certain natural
disasters, civil disturbances and certain other events specified in the Loan Agreement, or any
cause or event not reasonably within the control of the Company, the Company is unable in
whole or in part to carry out one or more of its agreements or obligations contained in the Loan
Agreement (other than certain obligations specified in the Loan Agreement, including its
obligations to make when due Loan Payments and otherwise on the First Mortgage Bonds,
payments to the Trustee for the purchase of Bonds, to pay certain expenses and taxes, to
indemnify the Issuer, the Trustee and others against certain liabilities, to discharge liens and to
maintain its existence), the Company will not be deemed in default by reason of not carrying out
such agreements or performing such obligations during the continuance of such inability.
REMEDIES
Upon the occurrence and continuance of any Event of Default described in (a) or (c)
under “Defaults” above, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments will, without further action, become and be
immediately due and payable. Any waiver of any Event of Default under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event
or Events of Default under the Loan Agreement and a rescission and annulment of the
consequences thereof. See “THE INDENTURE—Defaults.” Upon the occurrence and continuance
of any Event of Default arising from a “Default” as such term is defined in the Company
Mortgage, the Trustee, as holder of the First Mortgage Bonds, will, subject to the provisions of
the Indenture, have the rights provided in the Company Mortgage. Any waiver made in
accordance with the Indenture of a “Default” under the Company Mortgage and a rescission and
annulment of its consequences constitutes a waiver of the corresponding Event or Events of
Default under the Loan Agreement and a rescission and annulment of the consequences thereof.
Upon the occurrence and continuance of any Event of Default under the Loan
Agreement, the Issuer may take any action at law or in equity to collect any payments then due
and thereafter to become due, or to seek injunctive relief or specific performance of any
obligation, agreement or covenant of the Company under the Loan Agreement and under the
First Mortgage Bonds.
Any amounts collected from the Company upon an Event of Default under the Loan
Agreement will be applied in accordance with the Indenture.
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AMENDMENTS
The Loan Agreement may be amended subject to the limitations contained in the Loan
Agreement and in the Indenture. See “THE INDENTURE—Amendment of the Loan Agreement.”
THE INDENTURE
PLEDGE AND SECURITY
Pursuant to the Indenture, the Loan Payments have been pledged by the Issuer to secure
the payment of the principal of, and premium, if any, and interest on, the Bonds. The Issuer has
also pledged and assigned to the Trustee all its rights and interests under the Loan Agreement
(other than its rights to indemnification and reimbursement of expenses and certain other rights),
including the Issuer’s right to delivery of the First Mortgage Bonds, and has pledged to the
Trustee all moneys and obligations deposited or to be deposited in the Bond Fund established
with the Trustee; provided that the Trustee, the Remarketing Agent, the Paying Agent and the
Registrar will have a prior claim on the Bond Fund for the payment of their compensation and
expenses and for the repayment of any advances (plus interest thereon) made by them to effect
performance of certain covenants in the Indenture if the Company has failed to make any
payment which results in an Event of Default under the Loan Agreement.
APPLICATION OF PROCEEDS OF THE BOND FUND
The proceeds from the sale of the Bonds, excluding accrued interest, if any, were
deposited with the trustee for the Prior Bonds and used to refund the Prior Bonds. There is
created under the Indenture a Bond Fund to be held by the Trustee and therein established a
Principal Account and an Interest Account. Payments made by the Company under the Loan
Agreement and otherwise on the First Mortgage Bonds in respect of the principal of, premium, if
any, and interest on, the Bonds and certain other amounts specified in the Indenture are to be
deposited in the appropriate account in the Bond Fund. While any Bonds are outstanding and
except as provided in a Tax Exemption Certificate and Agreement among the Trustee, the Issuer
and the Company (the “Tax Certificate”), moneys in the Bond Fund will be used solely for the
payment of the principal of, and premium, if any, and interest on, the Bonds as the same become
due and payable at maturity, upon redemption or upon acceleration of maturity, subject to the
prior claim of the Trustee, the Remarketing Agent, the Paying Agent and the Registrar to the
extent described above in “Pledge and Security.”
INVESTMENT OF FUNDS
Subject to the provisions of the Tax Certificate, moneys in the Bond Fund will, at the
direction of the Company, be invested in securities or obligations specified in the Indenture.
Gains from such investments will be credited, and any loss will be charged, to the particular fund
or account from which the investments were made.
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DEFAULTS
Each of the following events will constitute an “Event of Default” under the Indenture:
(a) 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 maturity, 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 after
such interest has become due and payable;
(c) a failure to pay amounts due in respect of the purchase price of Bonds
delivered to the Trustee for purchase after such payment has become due and payable as
provided under the captions “THE BONDS—Optional Purchase” and “—Mandatory
Purchase;”
(d) a failure by the Issuer to observe and perform any covenant, condition,
agreement or provision contained in the Bonds or the Indenture (other than a failure
described in clause (a), (b) or (c) above), which failure continues for a period of 90 days
after written notice has been given to the Issuer and the Company by the Trustee, which
notice may be given at the discretion of the Trustee and must be given at the written
request of the Owners of not less than 25% in principal amount of Bonds then
outstanding, unless such period is extended prior to its expiration by the Trustee, or by
the Trustee and the Owners of a principal amount of Bonds not less than the principal
amount of Bonds the Owners of which requested such notice, as the case may be;
provided, however, that the Trustee, or the Trustee and the Owners of such principal
amount of Bonds, as the case may be, will be deemed to have agreed to an extension of
such period if corrective action is initiated by the Issuer, or the Company on behalf of the
Issuer, within such period and is being diligently pursued;
(e) an “Event of Default” under the Loan Agreement;
(f) a “Default” under the Company Mortgage; or
(g) the Trustee’s receipt of written notice (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 occurrence (without waiver or cure) of an Event of Default described in clause
(a), (b), (c), (f) or (g) under “Defaults” above or an Event of Default described in clause (e)
under “Defaults” above resulting from an “Event of Default” under the Loan Agreement as
described under clause (a) or (c) of “THE LOAN AGREEMENT—Defaults” herein, and further upon
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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 Bank
(if its Letter of Credit is in effect and if no Bank Default shall have occurred and be continuing)
or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred and is
continuing), then the Bonds will, without further action, become immediately due and payable
and, during 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
described in the Indenture and the Trustee will as promptly as practicable draw moneys under the
Letter of Credit or an Alternate Credit Facility, as the case may be, to the extent available
thereunder, in an amount sufficient to pay principal of and accrued interest on the Bonds payable
on the Bond Payment Date established as described in the Indenture; provided that any waiver of
any “Default” under the Company Mortgage and a rescission and annulment of its consequences
will constitute a waiver of the corresponding Event or Events of Default under the Indenture and
rescission and annulment of the consequences thereof.
The provisions described in the preceding paragraph are subject further to the condition
that if, so long as no Letter of Credit or Alternate Credit Facility is outstanding, after the
principal of the Bonds have been so declared to be due and payable and before any judgment or
decree for the payment of the moneys due have been obtained or entered as hereinafter provided,
the Issuer will cause to be deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all Bonds and the principal of any and all Bonds which have
become due otherwise than by reason of such declaration (with interest upon such principal and,
to the extent permissible by law, on overdue installments of interest, at the rate per annum
specified in the Bonds) and such amount as are sufficient to cover reasonable compensation and
reimbursement of expenses payable to the Trustee, and all Events of Default under the Indenture
(other than nonpayment of the principal of Bonds which has become due by said declaration) has
been remedied, then, in every such case, such Event of Default is deemed waived and such
declaration and its consequences rescinded and annulled, and the Trustee will promptly give
written notice of such waiver, rescission and annulment to the Issuer and the Company and will
give notice thereof to Owners of the Bonds by first-class mail; provided, however, that no such
waiver, rescission and annulment will extend to or affect any other Event of Default or
subsequent Event of Default or impair any right, power or remedy consequent thereon.
The provisions described in the second preceding paragraph are, further, subject to the
condition that, if an Event of Default described in clause (g) under “Defaults” above has
occurred and if the Trustee thereafter has received written notice from the Bank (or the Obligor
on the Alternate Credit 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 principal and (ii) interest on the Bonds and
the portion of purchase price equal to accrued interest have been reinstated to an amount equal to
the principal amount of the Bonds Outstanding plus accrued interest thereon for the applicable
Interest Coverage Period at the Interest Coverage Rate, then, in every such case, such Event of
Default is deemed waived and its consequences rescinded and annulled, and the Trustee will
promptly give written notice of such waiver, rescission and annulment to the Issuer, the
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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, will give notice thereof by Mail to all Owners of Outstanding Bonds; but no such
waiver, rescission and annulment will extend to or affect any subsequent Event of Default or
impair any right or remedy consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the
Trustee may, with the consent of the Bank (if its Letter of Credit is in effect and if no Bank
Default shall have occurred and be continuing) or the Insurer (if its policy is in effect and no
Insurer Default has occurred and is continuing), and upon the written direction of the Owners of
not less than 25% in principal amount of the Bonds outstanding and receipt of indemnity to its
satisfaction (except against gross negligence or willful 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 Bank (or the Obligor on an Alternate Credit Facility, as the case may be) to
carry out any agreements, bring suit upon the Bonds or enjoin any acts or things which may be
unlawful or in violation of the rights of the Owners of the Bonds. So long as an Insurer Default
has not occurred and is continuing, upon the occurrence and continuance of an Event of Default,
the Insurer is entitled to control and direct the enforcement of all rights and remedies granted to
the Owners or the Trustee for the benefit of the Owners under the Indenture. So long as a Bank
Default has not occurred and is continuing, upon the occurrence and continuance of an Event of
Default, the Bank is entitled to control and direct the enforcement of all rights and remedies
granted to the owners or the Trustee for the benefit of Owners under the Indenture. The Trustee
is not required to take any action in respect of an Event of Default (other than, in certain
circumstances, to declare the Bonds to be immediately due and payable, to notify the Insurer of
payments to be made pursuant to the Insurance Policy, to make certain payments with respect to
the Bonds and to draw on the Letter of Credit (or Alternate Credit Facility, as the case may be))
or to enforce the trusts created by the Indenture except upon the written request of the Owners of
not less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity
satisfactory to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the
right to direct the time, method and place of conducting all remedial proceedings available to the
Trustee under the Indenture or exercising any trust or power conferred on the Trustee upon
furnishing satisfactory indemnity to the Trustee (except against gross negligence or willful
misconduct) and provided that such direction does not result in any personal liability of the
Trustee.
No Owner of any Bond will have any right to institute any suit, action or proceeding in
equity or at law for the execution of any trust or power of the Trustee unless such Owner has
previously given the Trustee written notice of an Event of Default and unless the Owners of not
less than 25% in principal amount of the Bonds then outstanding have made written request of
the Trustee so to do, and unless satisfactory indemnity (except against gross negligence or willful
misconduct) has been offered to the Trustee and the Trustee has not complied with such request
within a reasonable time.
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Notwithstanding any other provision in the Indenture, the right of any Owner to receive
payment of the principal of, premium, if any, and interest on the Owner’s Bond on or after the
respective due dates expressed therein, or to institute suit for the enforcement of any such
payment on or after such respective dates, will not be impaired or affected without the consent of
such Owner of Bonds.
DEFEASANCE
All or any portions of Bonds (in Authorized Denominations) will, prior to the maturity or
redemption date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a) in the event said Bonds or portions thereof have been selected for
redemption, the Trustee has given, or the Company has given to the Trustee in form
satisfactory to it irrevocable instructions 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
Facility;
(c) the moneys so deposited with the Trustee are in an amount sufficient
(without relying on any investment income) to pay when due the principal of, premium, if
any, and interest due and to become due (which amount of interest to become due is
calculated at the Maximum Interest Rate unless the interest rate borne by all of such
Bonds is not subject to adjustment prior to the maturity or redemption thereof, in which
case the amount of interest is calculated at the rate borne by such Bonds) on said Bonds
or portions thereof on and prior to the redemption date or maturity date thereof, as the
case may be; provided, however, that if such payment is to be made upon optional
redemption, such payment is made from Available Moneys;
(d) in the event said Bonds or portions thereof do not mature and are not to be
redeemed within the next succeeding 60 days, the Issuer at the direction of the Company
has given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as
practicable in the same manner as a notice of redemption is given pursuant to the
Indenture, a notice to the Owners of said Bonds or portions thereof and to the Insurer that
the deposit required by clause (b) above has been made with the Trustee and that said
Bonds or portions thereof are deemed to have been paid and stating the maturity or
redemption date upon which moneys are to be available for the payment of the principal
of and premium, if any, and interest on said Bonds or portions thereof;
(e) the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of an independent public accountant of nationally recognized standing,
selected by the Company (an “Accountant’s Opinion”), to the effect that the
requirements set forth in clause (c) above have been satisfied;
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(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 will not result in a reduction, suspension or
withdrawal of the rating; and
(g) the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of Bond Counsel to the effect that such deposit will not adversely affect the
Tax-Exempt status of the Bonds (“Bond Counsel’s Opinion”).
Moneys deposited with the Trustee as described above may not be withdrawn or used for
any purpose other than, and are held in trust for, the payment of the principal of, premium, if
any, and interest on said Bonds or portions thereof, or for the payment of the purchase price of
Bonds in accordance with the Indenture; provided that such moneys, if not then needed for such
purpose, will, to the extent practicable, be invested and reinvested in Government Obligations
maturing on or prior to the earlier of (a) the date moneys may be required for the purchase of
Bonds or (b) the Interest Payment Date next succeeding the date of investment or reinvestment,
and interest earned from such investments are paid over to the Company, as received by the
Trustee, free and clear of any trust, lien or pledge.
The provisions of the Indenture relating to (a) the registration and exchange of Bonds, (b)
the delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with
respect thereto, (c) the mandatory purchase of the Bonds in connection with the Expiration of the
Term of the Letter of Credit or the Expiration of the Term for Alternate Credit Facility, as the
case may be, and (d) payment of the Bonds from such moneys, will remain in full force and
effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed for
redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, however, that the provisions with respect to registration and
exchange of Bonds will continue to be effective until the maturity or the last date fixed for
redemption of all Bonds.
In the event the requirements of the next to the last sentence of the next succeeding
paragraph can be satisfied, the preceding three paragraphs will not apply and the following two
paragraphs will be applicable.
Any Bond will be deemed to be paid within the meaning of the Indenture when (a)
payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due
date thereof (whether such due date is by reason of maturity or acceleration or upon redemption
as provided in the Indenture) either (i) has been made or caused to be made in accordance with
the terms thereof or (ii) has been provided for by irrevocably depositing with the Trustee in trust
and irrevocably set aside exclusively for such payment, (A) moneys, which are Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case
may be, sufficient to make such payment and/or (B) Government Obligations purchased with
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 will
insure, without reinvestment, the availability of sufficient moneys to make such payment;
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provided, however, that if such payment is to be made upon optional redemption, such payment
is made from Available Moneys or from Government Obligations purchased with Available
Moneys; (b) all necessary and proper fees, compensation and expenses of the Issuer, the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made have been
paid or the payment thereof provided for to the satisfaction of the Trustee; and (c) an
Accountant’s Opinion, to the effect that such moneys and/or Government Obligations will
insure, without reinvestment, the availability of sufficient moneys to make such payment, a
Bankruptcy Counsel’s Opinion to the effect that the payment of the Bonds from the moneys
and/or Government Obligations so deposited will not result in a voidable preference under
Section 547 of the United States Bankruptcy Code in the event that either the Issuer of the
Company were to become a debtor under the United States Bankruptcy Code and a Bond
Counsel’s Opinion has been delivered to the Issuer, the Company, the Trustee, Moody’s, if the
Bonds are then rated by Moody’s, and S&P, if the Bonds are then rated by S&P. The provisions
of this paragraph apply only if (x) the Bond with respect to which such deposit is made is to
mature or be called for redemption prior to the next succeeding date on which such Bond is
subject to purchase as described herein under the captions “THE BONDS—Optional Purchase”
and “—Mandatory Purchase” and (y) the Company waives, to the satisfaction of the Trustee, its
right to convert the interest rate borne by such Bond.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the
immediately preceding paragraph will be deemed a payment of such Bonds as aforesaid until: (a)
proper notice of redemption of such Bonds has been previously given in accordance with the
Indenture, or in the event said Bonds are not to be redeemed within the next succeeding 60 days,
until the Company has given the Trustee on behalf of the Issuer, in form satisfactory to the
Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds in
accordance with the Indenture, that the deposit required by clause (a)(ii) above has been made
with the Trustee and that said Bonds are deemed to have been paid in accordance with the
Indenture and stating the maturity or redemption date upon which moneys are to be available for
the payment of the principal of and the applicable redemption premium, if any, on said Bonds,
plus interest thereon to the due date thereof; or (b) the maturity of such Bonds.
REMOVAL OF TRUSTEE
With the prior written consent of the Bank or the Obligor on an Alternate Credit Facility,
as the case may be (which consent, if unreasonably withheld, will 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 Facility, as the case may be), an instrument or instruments in writing
executed by (a) the Insurer, if any and if no Insurer Default has occurred and is continuing, or (b)
the Owners of not less than a majority in principal amount of the Bonds then outstanding and, if
no Insurer Default has occurred and is continuing, the Insurer, if any. The Trustee may also be
removed by the Issuer under certain circumstances.
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MODIFICATIONS AND AMENDMENTS
The Indenture may be modified or amended by the Issuer and the Trustee by
supplemental indentures without the consent of the Owners of the Bonds, but with the consent of
the Bank in certain circumstances, for any of the following purposes: (a) to cure any formal
defect, omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and
agreements of the Issuer contained in the Indenture or of the Company, the Insurer, if any, or the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any
document, other covenants or agreements thereafter to be observed, or to assign or pledge
additional security for any of the Bonds, or to surrender any right or power reserved or conferred
upon the Issuer or the Company which does not materially adversely affect the interests of
Owners of the Bonds; (c) to confirm, as further assurance, any pledge of or lien on any property
subjected or to be subjected to the lien of the Indenture; (d) to comply with the requirements of
the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the
Indenture or any supplemental indenture in any other respect which in the judgment of the
Trustee is not materially adverse to the Owners of the Bonds; provided, however, that any such
modification, alteration, amendment or supplement will not take effect until the Insurer, if any
(unless an Insurer Default has occurred and is continuing), and the Bank or the Obligor on an
Alternate Credit Facility, as the case may be, has consented in writing to such modification,
alteration, amendment or supplement; provided further that in determining whether any such
modification, alteration, amendment or supplement is materially adverse to the Owners of the
Bonds, the Trustee will consider the effect on the Owners as if there were no Insurance Policy
with respect to the Bonds; (f) to implement a conversion of the interest rate on the Bonds or to
evidence or give effect to or facilitate the delivery and administration under the Indenture of an
Alternate Credit Facility 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-entry
registration system for any of the Bonds; (i) to provide for uncertificated Bonds or for the
issuance of coupons and bearer Bonds or Bonds registered only as to principal, but only to the
extent that such would not adversely affect the Tax-Exempt status of the Bonds; (j) to secure or
maintain ratings for the Bonds from Moody’s and/or S&P in both the highest short-term or
commercial paper debt Rating Category (as defined in the Indenture) and also in either of the two
highest long-term debt Rating Categories; (k) to provide demand purchase obligations to cause
the Bonds to be authorized purchases for investment companies; (1) to provide for any Substitute
Collateral and the release of any First Mortgage Bonds; (m) to provide for the appointment of a
successor Trustee, Registrar or Paying Agent; (n) to provide the procedures required to permit
any Owner to separate the right to receive interest on the Bonds from the right to receive
principal thereof and to sell or dispose of such right as contemplated by Section 1286 of the
Code; (o) to provide for any additional procedures, covenants or agreements necessary to
maintain the Tax-Exempt status of the Bonds; (p) to modify, alter, amend or supplement the
Indenture in any other respect, 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 occurrence of an Insurer
Default or to provide for an additional Insurer following the withdrawal or suspension or
reduction below AAA (or its equivalent rating) by S&P and Aaa (or its equivalent rating) by
Moody’s of the long-term ratings of any Insurer then providing an Insurance Policy with respect
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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 indenture as described
above, there must be delivered to the Trustee, the Company, the Insurer, if any, and the Bank (or
the Obligor on an Alternate Credit Facility, as the case may be) an opinion of Bond Counsel
stating that such supplemental indenture is authorized or permitted by the Indenture and will,
upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with
its terms, and will not impair the validity under the Act, of the Bonds or adversely affect the
Tax-Exempt status of the Bonds.
The Trustee will provide written notice of any Supplemental Indenture to the Insurer, if
any, the Bank (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 outstanding at least 30 days prior to the effective date
of such Supplemental Indenture. Such notice must state the effective date of such Supplemental
Indenture, briefly describe the nature of such Supplemental Indenture and state that a copy
thereof is on file at the principal office of the Trustee for inspection by the parties mentioned in
the preceding sentence.
Except for supplemental indentures entered into for the purposes described above, the
Indenture will not be modified, altered, amended supplemented or rescinded without the consent
of the Bank (if its Letter of Credit is in effect and no Bank Default has occurred and is
continuing) or the Insurer, if any (unless an Insurer Default has occurred and is continuing),
together with not less than 60% in the aggregate principal amount of Bonds outstanding, who
have the right to consent to and approve any supplemental indenture; provided that, unless
approved in writing by the Bank (if its Letter of Credit is in effect and no Bank Default has
occurred and is continuing) or Insurer, if any (unless an Insurer Default has occurred and is
continuing), and the Owners of all the Bonds then affected thereby, there will not be permitted
(a) a change in the times, amounts or currency of payment of the principal of, or premium, if any,
or interest on any Bond, a change in the terms of the purchase thereof by the Trustee, or a
reduction in the principal amount or redemption price thereof or the rate of interest thereon, (b)
the creation of a claim or lien on or a pledge of the Revenues ranking prior to or on a parity with
the claim, lien or pledge created by the Indenture, or (c) a reduction in the aggregate principal
amount of Bonds the consent of the Owners of which is required to approve any such
supplemental indenture or which is required to approve any amendment to the Loan Agreement.
No such amendment of the Indenture will be effective without the prior written consent of the
Company.
AMENDMENT OF THE 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 occurred and is continuing), modify,
alter, amend or supplement the Loan Agreement, and the Trustee may consent thereto, as may be
required (a) by the provisions of the Loan Agreement and the Indenture; (b) for the purpose of
curing any formal defect, omission, inconsistency or ambiguity therein; (c) in connection with
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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 will not take effect until the Insurer, if any (unless an Insurer Default has occurred
and is continuing), and the Bank or the Obligor on an Alternate Credit Facility, as the case may
be, have consented in writing to such modification, alteration, amendment or supplement;
provided further that in determining whether any such modification, alteration, amendment or
supplement is materially adverse to the Owners of the Bonds, the Trustee will 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 Bank (or the Obligor on an Alternate Credit Facility, as the case may be) contained in any
document, other covenants or agreements thereafter to be observed, or to assign or pledge
additional security for any of the Bonds, or to facilitate the delivery and administration of an
Alternate Credit Facility or a Substitute Letter of Credit, or to surrender any right or power
reserved or conferred upon the Issuer or the Company, which does not materially adversely
affect the interest of the Owners of the Bonds; (g) to provide demand purchase obligations to
cause the Bonds to be authorized purchases for investment companies, (h) to provide the
procedures required to permit any Owner to separate the right to receive interest on the Bonds
from the right to receive principal thereof and to sell or dispose of such right as contemplated by
Section 1286 of the Code; (i) to provide for any additional procedures, covenants or agreements
necessary to maintain the Tax-Exempt status of interest on the Bonds; (j) to modify, alter, amend
or supplement the Loan Agreement in any other respect, including amendments which would
otherwise be described herein, if the effective date of such supplement or amendment is a date on
which all of the Bonds affected thereby are subject to mandatory purchase and are so purchased;
and (k) to provide for the delivery to the Trustee of an Insurance Policy or replacement of any
Insurer or for an additional Insurer following the occurrence of an Insurer Default or to provide
for an additional Insurer following the withdrawal or suspension or reduction below AAA (or its
equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody’s of the long-term ratings
of 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 enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, (a) the Trustee will 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 Indenture
and the Act, complies with their respective terms, will, upon the execution and delivery thereof,
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be valid and binding upon the Issuer in accordance with its terms and will not adversely affect
the Tax-Exempt status of the Bonds.
The Issuer will not enter into and the Trustee will not consent to any other amendment,
change or modification of the Loan Agreement without the written approval or consent of the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), the Insurer, if any
(unless an Insurer Default has occurred and is continuing), and the Owners of not less than 60%
in the aggregate principal amount of the Bonds at the time outstanding; provided, however, that,
unless approved in writing by the Owners of all Bonds affected thereby, nothing in the Indenture
may permit, or be construed as permitting, a change in the obligations of the Company to make
Loan Payments or payments to the Trustee for the purchase of Bonds or the nature of the
obligations of the Company on the First Mortgage Bonds. No amendment of the Loan
Agreement will become effective without the prior written consent of the Insurer, if any (unless
an Insurer Default has occurred and is continuing), and the Company and under certain
circumstances, the Bank (or the Obligor on an Alternate Credit Facility, as the case may be).
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, there must be delivered to the Issuer, the Bank (or the Obligor on an Alternate Credit
Facility, 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, will,
upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with
its terms and will not adversely affect the Tax-Exempt status of the Bonds.
THE FIRST MORTGAGE BONDS
Pursuant to the provisions of the Indenture and Pledge Agreement, dated as of June 1,
2003 between the Company and the Trustee (the “Pledge Agreement”), the First Mortgage
Bonds were issued by the Company to secure its obligations under the Loan Agreement. The
following summary of certain provisions of the First Mortgage Bonds and the Company
Mortgage referred to below does not purport to be complete and is qualified in its entirety by
reference thereto and includes capitalized terms defined in such Mortgages.
GENERAL
The First Mortgage Bonds are in the same principal amount and mature on the same dates
as the Bonds. In addition, the First Mortgage Bonds are subject to redemption prior to maturity
upon the same terms as the Bonds, so that upon any redemption of the Bonds, an equal aggregate
principal amount of First Mortgage Bonds will be redeemed. The First Mortgage Bonds bear
interest at the same rate, and be payable at the same times, as the Bonds. See “THE LOAN
AGREEMENT—Loan Payments; The First Mortgage Bonds” above.
The Company Mortgage provides that in the event of the merger or consolidation of
another electric utility company with or into the Company or the conveyance or transfer to the
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Company by another such company of all or substantially all of such company’s property that is
of the same character as Property Additions under the Company Mortgage, an existing mortgage
constituting a first lien on operating properties of such other company may be designated by the
Company as a Class “A” Mortgage. Any bonds thereafter issued pursuant to such additional
mortgage would be Class “A” Bonds and could provide the basis for the issuance of Company
Mortgage Bonds (as defined below) under the Company Mortgage.
The Company will receive a credit against its obligations to make any payment of
principal of or premium, if any, or interest on the First Mortgage Bonds and such obligations will
be deemed fully or partially, as the case may be, satisfied and discharged, in an amount equal to
the amount, if any, paid by the Company under the Loan Agreement, or otherwise satisfied or
discharged, in respect of the principal of or premium, if any, or interest on the Company
Mortgage Bonds. The obligations of the Company to make such payments with respect to the
First Mortgage Bonds will be deemed to have been reduced by the amount of such credit.
Pursuant to the provisions of the Indenture, the Loan Agreement and the Pledge
Agreement, the First Mortgage Bonds will be registered in the name of and held by the Trustee
for the benefit of the Owners and will not be transferable except to a successor trustee under the
Indenture. At the time any Bonds cease to be outstanding under the Indenture, the Trustee will
surrender to the Company Mortgage Trustee an equal aggregate principal amount of First
Mortgage Bonds.
SECURITY AND PRIORITY
The First Mortgage Bonds and any other first mortgage bonds now or hereafter
outstanding under the Company Mortgage (“Company Mortgage Bonds”) are or will be, as the
case may be, secured by a first mortgage Lien on certain utility property owned from time to
time by the Company and by Class “A” Bonds, if any, held by the Company Mortgage Trustee,
if any. All Company Mortgage Bonds, including the First Mortgage Bonds, issued and
outstanding under the Company Mortgage are equally and ratably secured.
The Lien of the Company Mortgage is subject to Excepted Encumbrances, including tax
and construction liens, purchase money liens and certain other exceptions.
There are excepted from the Lien of the Company Mortgage all cash and securities
(except those specifically deposited); equipment, materials or supplies held for sale or other
disposition; any fuel and similar consumable materials and supplies; automobiles, other vehicles,
aircraft and vessels; timber, minerals, mineral rights and royalties; receivables, contracts, leases
and operating agreements; electric energy, gas, water, steam, ice and other products for sale,
distribution or other use; natural gas wells; gas transportation lines or other property used in the
sale of natural gas to customers or to a natural gas distribution or pipeline company, up to the
point of connection with any distribution system; the Company’s interest in the Wyodak Facility;
and all properties that have been released from the discharged Mortgages and Deeds of Trust, as
supplemented, of Pacific Power & Light Company and Utah Power & Light Company and that
PacifiCorp, a Maine corporation, or Utah Power & Light Company, a Utah corporation,
contracted to dispose of, but title to which had not passed at the date of the Company Mortgage.
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The Company has reserved the right, without any consent or other action by holders of Bonds of
the Eighth Series or any subsequently created series of Company Mortgage Bonds (including the
First Mortgage Bonds), to amend the Company Mortgage in order to except from the Lien of the
Company Mortgage allowances allocated to steam-electric generating plants owned by the
Company, or in which the Company has interests, pursuant to Title IV of the Clean Air Act
Amendments of 1990, as now in effect or as hereafter supplemented or amended.
The Company Mortgage contains provisions subjecting after-acquired property to the
Lien thereof. These provisions may be limited, at the option of the Company, in the case of
consolidation or merger (whether or not the Company is the surviving corporation), conveyance
or transfer of all or substantially all of the utility property of another electric utility company to
the Company or sale of substantially all of the Company’s assets. In addition, after-acquired
property may be subject to a Class “A” Mortgage, purchase money mortgages and other liens or
defects in title.
The Company Mortgage provides that the Company Mortgage Trustee shall have a lien
upon the mortgaged property, prior to the holders of Company Mortgage Bonds, for the payment
of its reasonable compensation and expenses and for indemnity against certain liabilities.
RELEASE AND SUBSTITUTION OF PROPERTY
Property subject to the Lien of the Company Mortgage may be released upon the basis of:
(1) the release of such property from the Lien of a Class “A” Mortgage;
(2) the deposit of cash or, to a limited extent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien bonds
outstanding against Property Additions; and/or
(4) waiver of the right to issue Company Mortgage Bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property that
does not constitute Funded Property may be released without funding other property. Similar
provisions are in effect as to cash proceeds of such property. The Company Mortgage contains
special provisions with respect to certain prior lien bonds deposited and disposition of moneys
received on deposited prior lien bonds.
ISSUANCE OF ADDITIONAL COMPANY MORTGAGE BONDS
The maximum principal amount of Company Mortgage Bonds that may be issued under
the Company Mortgage is not limited. Company Mortgage Bonds of any series may be issued
from time to time on the basis of:
(1) 70% of qualified Property Additions after adjustments to offset
retirements;
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(2) Class “A” Bonds (which need not bear interest) delivered to the Company
Mortgage Trustee;
(3) retirement of Company Mortgage Bonds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of Company
Mortgage Bonds is subject to Adjusted Net Earnings of the Company for 12 consecutive months
out of the preceding 15 months, before income taxes, being at least twice the Annual Interest
Requirements on all Company Mortgage Bonds at the time outstanding, including the additional
Company Mortgage Bonds that are to be issued, all outstanding Class “A” Bonds held other than
by the Company Mortgage Trustee or by the Company, and all other indebtedness secured by a
lien prior to the Lien of the Company Mortgage. In general, interest on variable interest bonds, if
any, is calculated using the rate then in effect.
Property Additions generally include electric, gas, steam and/or hot water utility property
but not fuel, securities, automobiles, other vehicles or aircraft, or property used principally for
the production or gathering of natural gas.
The issuance of Company Mortgage Bonds on the basis of Property Additions subject to
prior liens is restricted. Company Mortgage Bonds may, however, be issued against the deposit
of Class “A” Bonds.
CERTAIN COVENANTS
The Company Mortgage contains a number of covenants by the Company for the benefit
of holders of the Company Mortgage Bonds, including provisions requiring the Company to
maintain the Company Mortgaged and Pledged Property as an operating system or systems
capable of engaging in all or any of the generating, transmission, distribution or other utility
businesses described in the Company Mortgage.
DIVIDEND RESTRICTIONS
The Company Mortgage provides that the Company may not declare or pay dividends
(other than dividends payable solely in shares of common stock) on any shares of common stock
if, after giving effect to such declaration or payment, the Company would not be able to pay its
debts as they become due in the usual course of business. Reference is made to the notes to the
audited consolidated financial statements included in the Company’s Annual Report on
Form 10-K incorporated by reference herein for information relating to other restrictions.
FOREIGN CURRENCY DENOMINATED COMPANY MORTGAGE BONDS
The Company Mortgage authorizes the issuance of Company Mortgage Bonds
denominated in foreign currencies, provided, however, that the Company deposit with the
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Company Mortgage Trustee a currency exchange agreement with an entity having, at the time of
such deposit, a financial rating at least as high as that of the Company that, in the opinion of an
independent expert, gives the Company at least as much protection against currency exchange
fluctuation as is usually obtained by similarly situated borrowers. The Company believes that
such a currency exchange agreement will provide effective protection against currency exchange
fluctuations. However, if the other party to the exchange agreement defaults and the foreign
currency is valued higher at the date of maturity than at the date of issuance of the relevant
Company Mortgage Bonds, holders of such Company Mortgage Bonds would have a claim on
the assets of the Company which is greater than that to which holders of dollar-denominated
Company Mortgage Bonds issued at the same time would be entitled.
THE COMPANY MORTGAGE TRUSTEE
Affiliates of The Bank of New York Mellon Trust Company, N.A., may act as lenders
and as administrative agents under loan agreements with the Company and affiliates of the
Company. The Bank of New York Mellon Trust Company, N.A., serves as trustee under
indentures and other agreements involving the Company and its affiliates. The Bank of New
York Mellon Trust Company, N.A., is the Company Mortgage Trustee.
MODIFICATION
The rights of holders of the Company Mortgage Bonds may be modified with the consent
of holders of 60% of the Company Mortgage Bonds, or, if less than all series of Company
Mortgage Bonds are adversely affected, the consent of the holders of 60% of the series of
Company Mortgage Bonds adversely affected. In general, no modification of the terms of
payment of principal, premium, if any, or interest and no modification affecting the Lien or
reducing the percentage required for modification is effective against any holder of the Company
Mortgage Bonds without the consent of such holder.
Unless there is a Default under the Company Mortgage, the Company Mortgage Trustee
generally is required to vote Class “A” Bonds held by it, if any, with respect to any amendment
of the applicable Class “A” Company Mortgage proportionately with the vote of the holders of
all Class ”A” Bonds then actually voting.
DEFAULTS AND NOTICES THEREOF
Each of the following will constitute a “Default” under the Company Mortgage with
respect to the First Mortgage Bonds:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund
required to be applied to the purchase or redemption of any Company Mortgage Bonds;
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(3) default in payment of principal or interest with respect to certain prior lien
bonds;
(4) certain events in bankruptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice;
(6) the existence of any default under a Class “A” Company Mortgage which
permits the declaration of the principal of all of the bonds secured by such Class “A”
Company Mortgage and the interest accrued thereupon due and payable; or
(7) an “Event of Default” as described in clauses (a), (b) or (c) under the
caption “THE INDENTURE—Defaults” above.
An effective default under any Class “A” Mortgage or under the Company Mortgage will
result in an effective default under all such mortgages. The Company Mortgage Trustee may
withhold notice of default (except in payment of principal, interest or funds for retirement of
Company Mortgage Bonds) if it determines that it is not detrimental to the interests of the
holders of the Company Mortgage Bonds.
The Company Mortgage Trustee or the holders of 25% of the Company Mortgage Bonds
may declare the principal and interest due and payable on Default, but a majority may annul such
declaration if such Default has been cured. No holder of Company Mortgage Bonds may enforce
the Lien of the Company Mortgage without giving the Company Mortgage Trustee written
notice of a Default and unless the holders of 25% of the Company Mortgage Bonds have
requested the Company Mortgage Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby and
the Company Mortgage Trustee shall have failed to act. The holders of a majority of the
Company Mortgage Bonds may direct the time, method and place of conducting any proceedings
for any remedy available to the Company Mortgage Trustee or exercising any trust or power
conferred on the Company Mortgage Trustee. The Company Mortgage Trustee is not required to
risk its funds or incur personal liability if there is reasonable ground for believing that repayment
is not reasonably assured.
The Company must give the Company Mortgage Trustee an annual statement as to
whether or not the Company has fulfilled its obligations under the Company Mortgage
throughout the preceding calendar year.
VOTING OF THE FIRST MORTGAGE BONDS
So long as no Event of Default under the Indenture has occurred and is continuing, the
Trustee, as holder of the First Mortgage Bonds, shall vote or consent proportionately with what
officials of or inspectors of votes at any meeting of bondholders under the Company Mortgage,
or the Company Mortgage Trustee in the case of consents without such a meeting, reasonably
believe will be the vote or consent of the holders of all other outstanding Company Mortgage
Bonds; provided, however, that the Trustee shall not vote in favor of, or consent to, any
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modification of the Company Mortgage which, if it were a modification of the Indenture, would
require approval of the Owners of Bonds.
DEFEASANCE
Under the terms of the Company Mortgage, the Company will be discharged from any
and all obligations under the Company Mortgage in respect of the Company Mortgage Bonds of
any series if the Company deposits with the Company Mortgage Trustee, in trust, moneys or
Government Obligations, in an amount sufficient to pay all the principal of, premium (if any)
and interest on, the Company Mortgage Bonds of such series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Company Mortgage Trustee
need not accept such deposit unless it is accompanied by an Opinion of Counsel to the effect that
(a) the Company has received from, or there has been published by, the Internal Revenue Service
a ruling or (b) since the date of the Company Mortgage, there has been a change in applicable
federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the holders of such Company Mortgage Bonds or the right of
payment of interest thereon (as the case may be) will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, and/or ensuing discharge and will be
subject to federal income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit, and/or discharge had not occurred.
Upon such deposit, the obligation of the Company to pay the principal of (and premium,
if any) and interest on such series of Company Mortgage Bonds shall cease, terminate and be
completely discharged.
In the event of any such defeasance and discharge of Company Mortgage Bonds of such
series, holders of Company Mortgage Bonds of such series would be able to look only to such
trust fund for payment of principal of (and premium, if any) and interest, if any, on the Company
Mortgage Bonds of such series.
REMARKETING
The Remarketing Agent has agreed with the Company, subject to the terms and
provisions of the Remarketing Agreement, to be dated May 28, 2010, between the Company and
the Remarketing Agent, that the Remarketing Agent will use its best efforts, as remarketing
agent, to solicit purchases from potential investors of the Bonds. The Company shall pay the
Remarketing Agent, as compensation for its services as remarketing agent, a fee of $112,500.
Pursuant to such Remarketing Agreement, the Company has agreed to indemnify the
Remarketing Agent against certain liabilities and expenses, including liabilities arising under
federal and state securities laws, and to pay for certain expenses in connection with the reoffering
of the Bonds.
In the ordinary course of business, the Remarketing Agent and its affiliates have provided
investment banking services or bank financing to the Company, its subsidiaries or affiliates in
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the past for which they have received customary compensation and expense reimbursement, and
may do so again in the future.
CERTAIN RELATIONSHIPS
Wells Fargo Bank, National Association is serving as both Remarketing Agent and Letter
of Credit Provider for the Bonds.
TAX EXEMPTION
In connection with the original issuance and delivery of the Bonds, Chapman and Cutler,
as Bond Counsel to the Company, rendered an opinion with respect to the Bonds that subject to
compliance by the Company and the Issuer with certain covenants referenced in the opinion,
under then existing law, interest on the Bonds would not be includible in the gross income of the
Owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the Project or any
person considered to be related to such person (within the meaning of Section 103(b)(13) of the
1954 Code) and such interest is not treated as an item of tax preference in computing the federal
alternative minimum tax for individuals and corporations. Such interest is taken into account,
however, in computing an adjustment used in determining the federal alternative minimum tax
for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Wyoming, Wyoming imposed no income taxes that would be applicable to interest on the Bonds.
A copy of the opinion letter 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 letter is not to be construed as a reaffirmation of the opinion contained therein. The
opinion letter speak only as of its date.
Chapman and Cutler LLP will also deliver an opinion in connection with execution and
delivery of the Fourth Supplemental Indenture and the Second Supplemental Loan Agreement
relating to the Bonds and the delivery of the Letter of Credit to the effect that (a) such Fourth
Supplemental Indenture (i) is authorized or permitted by the Trust Indenture relating thereto and
the Act and complies with their respective terms, (ii) upon the execution and delivery thereof,
will be valid and binding upon the Issuer in accordance with its terms and (iii) will not adversely
affect the Tax-Exempt status of the Bonds, (b) such Second Supplemental Loan Agreement (i) is
authorized or permitted by the Original Loan Agreement or Trust Indenture relating thereto and
the Act and complies with their respective terms, (ii) will be valid and binding upon the Issuer in
accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of the Bonds
and (c) the delivery of the Letter of Credit complies with the terms of the Loan Agreement and
will not adversely affect the Tax-Exempt status of the Bonds. Except (A) the adjustment of the
interest rate on the Bonds on the date hereof and the adjustment of the interest rate described in
our opinions dated (I) December 17, 1999 and January 19, 2000 and (II) May 2, 2003 and June 3,
2003, (B) the execution and delivery of the First Supplemental Trust Indenture, dated as of
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January 1, 2000, (C) the execution and delivery of the Second Supplemental Trust Indenture,
dated as of March 2, 2003 (D) the execution and delivery of the Third Supplemental Trust
Indenture and the Second Supplemental Loan Agreement, each dated as of June 1, 2003, and
(E) as necessary to render the foregoing opinion, Chapman and Cutler has not reviewed any
factual or legal maters relating to the prior opinion of Bond Counsel or the Bonds subsequent to
their date of issuance. The proposed form of such opinion is set forth in APPENDIX D.
CONTINUING DISCLOSURE
In connection with the remarketing of the Bonds and five other series of pollution control
revenue refunding bonds, the proceeds of which were loaned to the Company by the issuers
thereof (collectively, the “Related Bonds”), on June 2, 2003, the Company executed and
delivered the Continuing Disclosure Agreement, a copy of which is attached hereto as APPENDIX
F, for the benefit of the holders and beneficial owners of the Related Bonds as was then required
by Section (b)(5)(i) of the Securities and Exchange Commission Rule 15c2-12 under the
Securities and Exchange Act of 19334, as amended (the “Rule”). While not obligated to do so
while the Bonds bear interest in the Weekly Interest Rate Period, the Company determined not to
terminate its obligations with respect to the Bonds under the Continuing Disclosure Agreement.
The Continuing Disclosure Agreement has not been amended since its execution and will not be
amended in connection with the remarketing of the Bonds.
A failure by the Company to comply with the Continuing Disclosure Agreement will not
constitute a default under the Indenture and beneficial owners of the Bonds are limited to the
remedies described in the Continuing Disclosure Agreement. A failure by the Company to
comply with the Continuing Disclosure Agreement must be reported in accordance with the Rule
and must be considered by any broker, dealer or municipal securities dealer before
recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a
failure may adversely affect the transferability and liquidity of the Bonds and their market price.
See “CONTINUING DISCLOSURE AGREEMENT” attached hereto as APPENDIX F for the information
to be provided, the events which will be noticed on an occurrence basis and the other terms of
the Continuing Disclosure Agreement, including termination, amendment and remedies.
The Company is in compliance with each and every undertaking previously entered into
by it pursuant to the Rule.
CERTAIN LEGAL MATTERS
Certain legal matters in connection with the remarketing will be passed upon by
Chapman and Cutler LLP, as Bond Counsel to the Company. Certain legal matters will be
passed upon for the Company by Paul J. Leighton, Esq., as counsel for the Company. Certain
legal matters will be passed upon for the Remarketing Agent by King & Spalding LLP. The
validity of the Letter of Credit will be passed upon for the Bank by in-house counsel to the Bank.
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MISCELLANEOUS
The attached Appendices (including the documents incorporated by reference therein) are
an integral part of this Reoffering Circular and must be read together with all of the balance of
this Reoffering Circular.
The Issuer has not assumed nor will assume any responsibility for the accuracy or
completeness of any information contained herein or in the Appendices hereto, all of which was
furnished by others.

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APPENDIX A
PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.7 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 78 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,483 megawatts (“MW”). PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 15,900 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with public and private
utilities, energy marketing companies and incorporated municipalities as a result of excess
electricity generation or other system balancing activities. PacifiCorp is subject to
comprehensive state and federal regulation. PacifiCorp’s subsidiaries support its electric utility
operations by providing coal mining services and environmental remediation services.
PacifiCorp is an indirect subsidiary of MidAmerican Energy Holdings Company (“MEHC”), a
holding company based in Des Moines, Iowa, that owns subsidiaries principally engaged in
energy businesses. MEHC is a consolidated subsidiary of Berkshire Hathaway Inc. (“Berkshire
Hathaway”). MEHC controls substantially all of PacifiCorp’s voting securities, which include
both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions in the jurisdictions in which the Company’s facilities operate; changes in
federal, state and local governmental, legislative or regulatory requirements, including those
pertaining to income taxes, affecting the Company or the electric utility industry; changes in, and
compliance with, environmental laws, regulations, decisions and policies that could, among other
items, increase operating and capital costs, reduce plant output or delay plant construction; the
outcome of general rate cases and other proceedings conducted by regulatory commissions or
other governmental and legal bodies; changes in economic, industry or weather conditions, as
well as demographic trends, that could affect customer growth and usage or supply of electricity
or the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load and prices that could impact the hedging strategy and costs to
balance electricity and load supply; hydroelectric conditions, as well as the cost, feasibility and
eventual outcome of hydroelectric relicensing proceedings, that could have a significant impact
on electric capacity and cost and the Company’s ability to generate electricity; changes in prices,
availability and demand for both purchases and sales of wholesale electricity, coal, natural gas,
other fuel sources and fuel transportation that could have a significant impact on generation
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capacity and energy costs; the financial condition and creditworthiness of the Company’s
significant customers and suppliers; changes in business strategy or development plans;
availability, terms and deployment of capital, including reductions in demand for investment-
grade commercial paper, debt securities and other sources of debt financing and volatility in the
London Interbank Offered Rate, the base interest rate for the Company’s credit facilities;
changes in the Company’s credit ratings; performance of the Company’s generating facilities,
including unscheduled outages or repairs; the impact of derivative contracts used to mitigate or
manage volume, price and interest rate risk, including increased collateral requirements, and
changes in the commodity prices, interest rates and other conditions that affect the fair value of
derivative contracts; increases in employee healthcare costs; the impact of investment
performance and changes in interest rates, legislation, healthcare cost trends, mortality and
morbidity on pension and other postretirement benefits expense and funding requirements;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting pronouncements or changes
in current 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 Certain Documents by Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Suite 2000, Portland, Oregon 97232; the telephone number is [phone].
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information (including proxy and
information statements) filed by the Company may be inspected and copied at public reference
rooms maintained by the Commission in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information on the public
reference rooms. The Company’s filings with the Commission are also available to the public at
the website maintained by the Commission at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
2. Quarterly Report on Form 10-Q for the three months ended March 31, 2010.
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3. Current Report on Form 8-K, dated January 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 filing of the Quarterly Report on Form 10-Q for the three months ended
March 31, 2010 and before the termination of the reoffering made by this Reoffering Circular
(the “Reoffering Circular”) shall be deemed to be incorporated by reference in this Reoffering
Circular and to be a part hereof from the date of filing such documents (such documents and the
documents enumerated above, being hereinafter referred to as the “Incorporated Documents”),
provided, however, that the documents enumerated above and the documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year
during which the reoffering made by this Reoffering Circular is in effect before the filing of the
Company’s Annual Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference in this Reoffering Circular or be a part hereof from
and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Reoffering Circular or delivered
herewith. The Company hereby undertakes to provide without charge to each person to whom a
copy of this Reoffering Circular has been delivered, on the written or oral request of any such
person, a copy of any or all of the Incorporated Documents, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference therein. Requests for
such copies should be directed to PacifiCorp, 825 N.E. Multnomah, Suite 2000, Portland,
Oregon 97232, telephone number [phone]. The information relating to the Company
contained in this Reoffering Circular does not purport to be comprehensive and should be read
together with the information contained in the Incorporated Documents.
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APPENDIX B
INFORMATION REGARDING THE BANK
The information under this heading has been provided solely by the Bank and is believed
to be reliable. This information has not been verified independently by the Company or any of
the Remarketing Agent. Neither the Company nor any of the Remarketing Agent make any
representation whatsoever as to the accuracy, adequacy or completeness of such information.
WELLS FARGO BANK, NATIONAL ASSOCIATION
Wells Fargo Bank, National Association (the “Bank”) is a national banking association
organized under the laws of the United States of America with its main office at 101 North
Phillips Avenue, Sioux Falls, South Dakota 57104, and engages in retail, commercial and
corporate banking, real estate lending and trust and investment services. The Bank is an indirect,
wholly owned subsidiary of Wells Fargo & Company, a diversified financial services company,
a financial holding company and a bank holding company registered under the Bank Holding
Company Act of 1956, as amended, with its principal executive offices located in San Francisco,
California (“Wells Fargo”).
Effective at 11:59 p.m. on December 31, 2008, Wells Fargo acquired Wachovia
Corporation and its subsidiaries in a stock-for-stock merger transaction. Information about this
merger has been included in filings made by Wells Fargo with the Securities and Exchange
Commission (“SEC”). Copies of these filings are available free of charge on the SEC’s website
at www.sec.gov or by writing to Wells Fargo’s Corporate Secretary at the address given below.
Each quarter, the Bank files with the FDIC financial reports entitled “Consolidated
Reports of Condition and Income for Insured Commercial Banks with Domestic and Foreign
Offices,” commonly referred to as the “Call Reports.” The Bank’s Call Reports are prepared in
accordance with regulatory accounting principles, which may differ from generally accepted
accounting principles. The publicly available portions of the Call Reports contain the most
recently filed quarterly reports of the Bank, which include the Bank’s total consolidated assets,
total domestic and foreign deposits, and total equity capital. These Call Reports, as well as the
Call Reports filed by the Bank with the FDIC after the date of this Offering Memorandum, may
be obtained from the FDIC, Disclosure Group, Room F518, 550 17th Street, N.W., Washington,
D.C. 20429 at prescribed rates, or from the FDIC on its Internet site at www.fdic.gov, or by
writing to the Wells Fargo Corporate Secretary’s Office, Wells Fargo Center, Sixth and
Marquette, MAC N9305-173, Minneapolis, MN 55479.
The Letter of Credit will be solely an obligation of the Bank and will not be an
obligation of, or otherwise guaranteed by, Wells Fargo, and no assets of Wells Fargo or any
affiliate of the Bank or Wells Fargo will be pledged to the payment thereof. Payment of the
Letter of Credit will not be insured by the FDIC.
The information contained in this section, including financial information, relates to and
has been obtained from the Bank, and is furnished solely to provide limited introductory
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information regarding the Bank and does not purport to be comprehensive. Any financial
information provided in this section is qualified in its entirety by the detailed information
appearing in the Call Reports referenced above. The delivery hereof shall not create any
implication that there has been no change in the affairs of the Bank since the date hereof.
APPENDIX C

APPROVING OPINION OF BOND COUNSEL

Law Offices of
CHAPMAN AND CUTLER
50 South Main Street, Salt Lake City, Utah 84144-0402
Telephone [phone]
Facsimile [phone]
chapman.com

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Theodore S. Chapman
1877-1943
Henry E. Cutler
1879-1959
Chicago

111 West Monroe Street
Chicago, Illinois 60603
[phone]
January 17, 1991
Re: $45,000,000 Pollution Control Revenue Refunding Bonds (PacifiCorp
Project) Series 1991 of Lincoln County, Wyoming
We hereby certify that we have examined certified copy of the proceedings of record of
the Board of County Commissioners of Lincoln County, Wyoming (the “Issuer”), a political
subdivision of the State of Wyoming, preliminary to the issuance by the Issuer of its Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991, in the aggregate principal
amount of $45,000,000 (the “Bonds”). The Bonds are being issued pursuant to the provisions of
Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes (1977), as amended and
supplemented (the “Act”), for the purpose of refunding the Issuer’s $45,000,000 Pollution
Control Revenue Bonds, 11-1/8% Series due April 1, 2011 (Utah Power & Light Company
Project) (the “Refunded, Bonds”). The Refunded Bonds were issued for the purpose of
financing a portion of the cost of air pollution control facilities (the “Project”) at the Naughton
generating plant (the “Station”) in Lincoln County, Wyoming, for use by Utah Power & Light
Company, a Utah corporation which, subsequent to the issuance of the Refunded Bonds, merged
with PacifiCorp, an Oregon corporation (the “Company”). The proceeds of the Bonds, together
with other moneys provided by the Company, have been deposited with the trustee for the
Refunded Bonds to provide for the payment of the Refunded Bonds.
The Bonds mature on January 1, 2016, bear interest from time to time computed as set
forth in each of the Bonds and are subject to redemption prior to maturity at the times, in the
manner and upon the terms set forth in each of the Bonds. The Bonds are issuable in Authorized
Denominations as provided in the hereinafter-defined Indenture, only as fully-registered Bonds
without coupons.
From such examination of the proceedings of the Board of County Commissioners of the
Issuer referred to above and from an examination of the Act, we are of the opinion that such
proceedings show lawful authority for said issue of Bonds under the laws of the State of
Wyoming now in force.
Law Offices of
CHAPMAN AND CUTLER

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Pursuant to a Loan Agreement, dated as of January 1, 1991 (the “Loan Agreement”), by
and between the Company and the Issuer, the Issuer has agreed to loan the Proceeds from the
sale of the Bonds to the Company for the purpose of refunding the Refunded Bonds, and the
Company has agreed to pay amounts at least sufficient to pay the Principal of, premium, if any,
and interest on the Bonds when due, whether at stated maturity, call for redemption or
acceleration. The Loan Agreement (an executed counterpart of which has been examined by us)
has, in our opinion, been duly authorized, executed and delivered by the Issuer, and, assuming
the due authorization, execution and delivery by the Company, is a valid and binding obligation
of the Issuer, enforceable in accordance with its terms, subject to the qualification that the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other similar
laws relating to the enforcement of creditors’ rights generally or usual equity principles in the
event equitable remedies should be sought.
We have also examined an executed counterpart of the Trust Indenture, dated as of
January 1, 1991 (the “Indenture”), by and between the Issuer and The First National Bank of
Chicago, as Trustee (the “Trustee”), securing the Bonds and setting forth the covenants and
undertakings of the Issuer in connection with the Bonds and making provision under certain
conditions for the remarketing of the Bonds by a Remarketing Agent (the “Remarketing Agent”),
for the fixing of Floating Interest Rates (as defined in the Indenture) to be borne by the Bonds,
which Floating Interest Rates may be a Daily Interest Rate, a Weekly Interest Rate, a Monthly
Interest Rate or Flexible Rates (each as defined in the Indenture), and for the conversion of the
interest rate borne by the Bonds to a different Floating Interest Rate or to a Term Interest Rate
under certain conditions. The Indenture provides that the Bonds bear interest at Flexible Rates
until conversion to a different Floating Interest Rate or to a Term Interest Rate. Under the
Indenture, the revenues derived by the Issuer under the Loan Agreement, together with certain of
the rights of the Issuer thereunder, are pledged and assigned to the Trustee as security for the
Bonds. From such examination, we are of the opinion that the proceedings of the Board of
County Commissioners of the Issuer referred to above show lawful authority for the execution
and delivery of the Indenture, that the Indenture is a valid and binding obligation of the Issuer,
enforceable in accordance with its terms, subject to the qualification that the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization and other similar laws relating to the
enforcement of creditors’ rights generally or usual equity principles in the event equitable
remedies should be sought, that the Bonds have been validly issued under the Indenture, and that
all requirements under the Indenture precedent to delivery of the Bonds have been satisfied.
In connection with the Company’s obligation to make payments to the Issuer under the
Loan Agreement, the Company has caused to be delivered to the Trustee an irrevocable Letter of
Credit (the “Letter of Credit”) of Union Bank of Switzerland, Los Angeles Branch (the “Bank”),
under which the Trustee is permitted under certain conditions to draw up to (a) an amount equal
to the principal of the outstanding Bonds (i) to pay the principal of the Bonds when due upon
redemption or acceleration or (ii) to enable the Trustee to pay the purchase price or portion of the
purchase price equal to the principal amount of Bonds delivered to the Trustee for purchase and
not remarketed, plus (b) an amount equal to 294 days’ accrued interest on the outstanding Bonds
(i) to pay interest on the Bonds or (ii) to enable the Trustee to pay the portion of the purchase
price of the Bonds delivered to the Trustee equal to the accrued interest, if any, on such Bonds.
Law Offices of
CHAPMAN AND CUTLER

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Delivery of the Letter of Credit, however, does not release the Company from its payment
obligation under the Loan Agreement. The stated expiration date of the Letter of Credit is
January 31, 1994, subject to the provisions of the Letter of Credit.
We further certify that we have examined the form of bond prescribed in the Indenture
and find the same in due form of law and in our opinion the Bonds, to the amount named, are
valid and legally binding upon the Issuer according to the import thereof and, as provided in the
Indenture and the Bonds, are payable by the Issuer solely out of payments to be made by the
Company under the Loan Agreement, except to the extent paid from moneys drawn by the
Trustee under the Letter of Credit.
Subject to the condition that the Company and the Issuer comply with certain covenants
made to satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the
“1954 Code”), and the Internal Revenue Code of 1986, we are of the opinion that under present
law interest on the Bonds is not includible in gross income of the owners thereof for federal
income tax purposes, except for interest on any Bond for any period during which such Bond is
owned by a person who is a substantial user of the Project or any person considered to be related
to such person (within the meaning of Section 103(b)(13) of the 1954 Code), and the interest on
the Bonds will not be treated as an item of tax preference in computing the alternative minimum
tax for individuals and corporations (because the Refunded Bonds were issued prior to August 8,
1986). Interest on the Bonds will be taken into account, however, in computing an adjustment
used in determining the alternative minimum tax for certain corporations. Failure to comply
with certain of such Issuer and Company covenants could cause the interest on the Bonds to be
included in gross income retroactive to the date of issuance of the Bonds. Ownership of the
Bonds may result in other federal tax consequences to certain taxpayers; we express no opinion
regarding any such collateral consequences arising with respect to the Bonds. In rendering this
opinion, we have relied upon a certificate of even date herewith of the Company relating to the
Station, the Project and the application of the proceeds of the Refunded Bonds and the proceeds
of the Bonds with respect to certain material facts solely within the knowledge of the Company.
In our opinion, under present Wyoming law, the State of Wyoming imposes no income
taxes which would be applicable to interest on the Bonds.
We are not passing upon the Letter of Credit or action taken by the Bank in connection
therewith. Opinions of counsel to the Bank of even date herewith have been delivered with
respect to the validity of the Letter of Credit.
Stoel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of
even date herewith concerning the obligations of the Company under the Loan Agreement. In
rendering this opinion, we have relied upon said opinion with respect to, among other things: (i)
the due organization of the Company, (ii) the good standing or existence of the Company in the
States of Wyoming and Oregon, (iii) the approval of the execution and delivery by the Company
of the Loan Agreement by all necessary regulatory authorities exercising jurisdiction over the
Company, (iv) the corporate power of the Company to enter into, and the due execution by the
Law Offices of
CHAPMAN AND CUTLER

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Company of, the Loan Agreement, and (v) the binding effect of the Loan Agreement on the
Company.
Dennis L. Sanderson, counsel to the Issuer, has delivered an opinion of even date
herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement and
the Indenture.
The opinions described above are in form satisfactory to us, both in scope and content.
We express no opinion as to the title to, the description of, or the existence of any liens,
charges or encumbrances on the Project or the Station.
CHAPMAN AND CUTLER
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APPENDIX D

PROPOSED FORM OPINION OF BOND COUNSEL

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

Lincoln County, Wyoming Wells Fargo Bank, National Association
925 Sage, Suite 302 301 South College Street, 7th Floor
Kemmerer, Wyoming 83101 Charlotte, North Carolina 28202
Re: $45,000,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain Trust Indenture, dated as of January 1, 1991, as amended and restated as of June 1,
2003 (the “Original Indenture”), between Lincoln County, Wyoming (the “Issuer”) and The
Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), (b)
Section 4.03(a) of that certain Loan Agreement, dated as of January 1, 1991, as amended and
restated as of June 1, 2003 (the “Original Loan Agreement”), between the Issuer and PacifiCorp
(the “Company”) and (c) Section 5(e)(3)(B) of that certain Remarketing Agreement, dated May
__, 2010, between the Company and Wells Fargo Bank, National Association, as remarketing
agent. Prior to the date hereof, payment of principal and purchase price of and interest on the
Bonds was secured only by certain first mortgage bonds of the Company. In connection with the
adjustment to a weekly interest rate period 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 permitted changes in connection therewith to the Original
Indenture and the Original Loan Agreement, (a) the Company, pursuant to Section 12.02 of the
Original Indenture, has requested the Issuer and the Trustee to enter into the Fourth
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Supplemental Trust Indenture, dated as of June 1, 2010 (the “Fourth Supplemental Indenture”),
in order to amend and restate the Original Indenture and (b) the Company and the Issuer,
pursuant to Section 12.06 of the Original Indenture and Section 9.04 of the Original Loan
Agreement, have determined to enter into the Second Supplemental Loan Agreement, dated as of
June 1, 2010 (the “Second 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 Fourth Supplemental Indenture and the Second
Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Original Indenture and related
documents, and upon representations, including regarding the consent of the Owners, made to us
without undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The form of the restated bond prescribed in the Fourth Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2. The Fourth Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3. The modification, alteration, amendment and supplement of the Original
Loan Agreement by the Second Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4. The Fourth Supplemental Indenture and the Second Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5. The delivery of the Letter of Credit complies with the terms of the
Original Loan Agreement.
6. The (a) execution and delivery of the Fourth Supplemental Indenture and
the Second Supplemental Loan Agreement and (b) the delivery of the Letter of Credit
will not adversely affect the Tax-Exempt status of the Bonds.
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At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate (as
defined in the Original Indenture) and other documents relating to the Bonds, or to review any
other events that may have occurred since we rendered such approving opinion other than with
respect to the Company in connection (a) the adjustment of the interest rate on the Bonds on the
date hereof and the adjustment of the interest rate described in our opinions dated (i) December
17, 1999 and January 19, 2000 and (ii) May 2, 2003 and June 3, 2003, (b) the execution and
delivery of the First Supplemental Trust Indenture, dated as of January 1, 2000, (c) the execution
and delivery of the Second Supplemental Trust Indenture, dated as of March 2, 2003 (d) the
execution and delivery of the Third Supplemental Trust Indenture and the Second Supplemental
Loan Agreement, each dated as of June 1, 2003, and (e) the execution and delivery of the Fourth
Supplemental Indenture and the Second 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 rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

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APPENDIX E
FORM OF LETTER OF CREDIT

IRREVOCABLE LETTER OF CREDIT
June 1, 2010
Letter of Credit No. NZS660885
The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602

Attention: Global Corporate Trust

Ladies and Gentlemen:
We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds
(as defined below) under the Indenture described below, at the request and for the account of
PacifiCorp, an Oregon corporation, our irrevocable letter of credit in the amount of U.S.
$45,710,137 (Forty-Five Million Seven Hundred Ten Thousand One Hundred Thirty Seven
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, Letter of Credit Operations Office, San Francisco, California, each in the
form of Annex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C (a "C Drawing"), or
Annex D (a "D Drawing") hereto, with all instructions in brackets therein being complied with.
Each such demand must be presented to us (1) in its signed and dated original form at the
Presentation Office (as hereinafter defined), or (2) by facsimile transmission of such signed and
dated original form to our facsimile number specified after our signature on this Letter of Credit.
Each such presentation must be made at or before 5:00 p.m. San Francisco time on a
Business Day (as hereinafter defined) to our Letter of Credit Operations Office in San Francisco,
California, presently located at One Front Street, 21st Floor, San Francisco, California 94111,
(the "Presentation Office").
This Letter of Credit expires at our Letter of Credit Operations Office in San Francisco,
California on June 1, 2011, but shall be automatically extended, without written amendment, to,
and shall expire on, June 1, 2012 unless on or before May 2, 2011 you have received written
notice from us sent by express courier or registered mail to your address above, or by facsimile
transmission to your Fax number [phone], that we elect not to extend this Letter of Credit
beyond the June 1, 2011. (The date on which this Letter of Credit expires pursuant to the
preceding sentence, or if such date is not a Business Day then the first (1st) succeeding Business
Day thereafter, will be hereinafter referred to as the "Expiration Date".) To be effective, the
notice from us described in the first sentence of this paragraph must be received by you on or
before May 2, 2011.
As used herein the term "Business Day" shall mean a day on which our San Francisco
Letter of Credit Operations Office is open for business.

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The amount of any demand presented hereunder will be the amount inserted in numbered
Paragraph 4 of said demand. By honoring any such demand we make no representation as to the
correctness of the amount demanded.
We hereby agree with you that each demand presented hereunder in full compliance with
the terms hereof will be duly honored by our payment to you of the amount of such demand, in
immediately available funds of Wells Fargo Bank, National Association:
(i) not later than 10:00 a.m., San Francisco time, on the Business Day following the
Business Day on which such demand is presented to us as aforesaid if such
presentation is made to us at or before noon, San Francisco time, or
(ii) not later than 10:00 a.m., San Francisco time, on the second Business Day
following the Business Day on which such demand is presented to us as aforesaid,
if such presentation is made to us after noon, San Francisco time.
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., San
Francisco time, on the Business Day on which such demand is presented to us as aforesaid if
such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than
11:00 a.m., San Francisco time, on the Business Day following the Business Day on which such
demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San
Francisco time.
If the remittance instructions included with any demand presented under this Letter of
Credit require that payment is to be made by transfer to an account with us or with another bank,
we and/or such other bank may rely solely on the account number specified in such instructions
even if the account is in the name of a person or entity different from the intended payee.
With respect to any demand that is honored hereunder, the total amount of this Letter of
Credit shall be reduced as follows:
(A) With respect to each A Drawing paid by us, the total amount of this Letter of
Credit shall be reduced by the amount of such A Drawing with respect to all
demands presented to us after the time we receive such A Drawing; provided,
however, that the amount of such A Drawing shall be automatically reinstated on
the eighth (8th) Business Day following the date such A Drawing is honored by
us, unless (i) you shall have received notice from us sent to you at your above
address by express courier or registered mail, or by facsimile transmission to your
Fax number [phone], no later than seven (7) Business Days after such A
Drawing is honored by us that there shall be no such reinstatement, or (ii) such
eighth (8th) Business Day falls after the Expiration Date;
(B) With respect to each B Drawing paid by us, the total amount of this Letter of
Credit shall be reduced with respect to all demands presented to us after the time
we receive such B Drawing by the sum of (1) the amount inserted as principal in
paragraph 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

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inserted as principal in paragraph 5(A) of the B 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), 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 principal in paragraph 5(A) of the C Drawing plus (2)
the greater of (a) the amount inserted as interest in paragraph 5(B) of the C Drawing and (b)
interest on the amount inserted as principal in paragraph 5(A) of the C Drawing calculated for 48
days at the rate of twelve percent (12%) per annum based on a year of 365 days (with any
fraction of a cent being rounded upward to the nearest whole cent); provided, however, that if the
Bonds related to such C Drawing are remarketed and the remarketing proceeds are paid to us
prior to the Expiration Date, then on the day we receive such remarketing proceeds the amount
of this Letter of Credit shall be reinstated by an amount which equals the sum of (i) the amount
paid to us from such remarketing proceeds and (ii) interest on such amount calculated for the
same number of days, at the same interest rate, and on the basis of a year of the same number of
days as is specified in (2)(b) of this paragraph (C) (with any fraction of a cent being rounded
upward to the nearest whole cent), with such reinstatement and its amount being promptly
advised to you; provided, however, that in no event will the total amount of all C Drawing
reinstatements exceed the total amount of all Letter of Credit reductions made pursuant to this
paragraph (C)Upon presentation to us of a D Drawing in compliance with the terms of this Letter
of Credit, no further demand whatsoever may be presented hereunder.
No more than one A Drawing which we honor shall be presented to us during any
consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for
an amount more than U.S. $710,137.
It is a condition of this Letter of Credit that the amount available for drawing under this
Letter of Credit shall be decreased automatically without amendment upon our receipt of each
reduction authorization in the form of Annex E to this Letter of Credit (with all instructions
therein in brackets being complied with) sent to us (1) in its signed and dated original form at the
Presentation Office, or (2) by facsimile transmission of such signed and dated original form to
our facsimile number specified after our signature on this Letter of Credit, or (3) by authenticated
SWIFT transmission of the completed wording of such Annex E to our SWIFT address specified
after our signature on this Letter of Credit.
This Letter of Credit is subject to, and engages us in accordance with the terms of, the
Uniform Customs and Practice for Documentary Credits (2007 Revision), Publication No. 600 of
the International Chamber of Commerce (the "UCP"); provided, however, that if any provision
of the UCP contradicts a provision of this Letter of Credit such provision of the UCP will not be
applicable to this Letter of Credit, and provided further that Article 32, the second sentence of
Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit.
Furthermore, as provided in the first sentence of Article 36 of the UCP, we assume no liability or
responsibility for consequences arising out of the interruption of our business by Acts of God,
riots, civil commotions, insurrections, wars, acts of terrorism, or by any strikes or lockouts, or
any other causes beyond our control. Matters related to this Letter of Credit which are not

E-4
covered by the UCP will be governed by the laws of the State of California, including, without
limitation, the Uniform Commercial Code as in effect in the State of California, except to the
extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit.
This Letter of Credit is transferable and may be transferred more than once, but in each
case only in the amount of the full unutilized balance hereof to any single transferee who you
shall have advised us pursuant to Annex F has succeeded The Bank of New York Mellon Trust
Company, N.A. or a successor trustee as Trustee under the Trust Indenture Amended and
Restated as of June 1, 2010, as amended or supplemented from time to time (the "Indenture")
between Lincoln County, Wyoming (the "Issuer") and The Bank of New York Mellon Trust
Company, N.A., as Trustee, pursuant to which U.S. $45,000,000 in aggregate principal amount
of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991 (the
"Bonds") were issued. Transfers may be effected without charge to the transferor and only
through ourselves and only upon presentation to us at the Presentation Office of a duly executed
instrument of transfer in the form attached hereto as Annex F. Any transfer of this Letter of
Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of
presentation of demands from our Letter of Credit Operations Office in San Francisco,
California.
All payments hereunder shall be made from our own funds.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter
of Credit; and any such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except the UCP.
WELLS FARGO BANK, NATIONAL
ASSOCIATION

By:
Authorized Signature

Letter of Credit Operations Office
Telephone No.: 1-800-798-2815
Facsimile No.: [phone]

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Annex A to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN
THE INDENTURE), OF UNPAID INTEREST ON THE BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT].
(5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(6) IF THIS DEMAND IS RECEIVED AT THE PRESENTATION OFFICE BY
YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF

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THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

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Annex B to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID
INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR
MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS
CURRENTLY OUTSTANDING.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH

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CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

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Annex C to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE
ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED
IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE
TIME LIMITS ESTABLISHED IN THE INDENTURE.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $[INSERT
AMOUNT] BEING DRAWN WITH RESPECT TO THE PAYMENT OF
INTEREST DUE ON THE BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE

E-10
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A
BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 11:30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS
DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY,
YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11:00
A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING
SAID BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-11
Annex D to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. NZS660885 (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID
INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY
OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH
BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING
AN EVENT OF DEFAULT UNDER THE INDENTURE (C) [THE
MANDATORY TENDER OF ALL SUCH BONDS,] OR (D) THE
REDEMPTION OF ALL SUCH BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET
FORTH IN PARAGRAPH 5, BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS
AND (B) $[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS.

E-12
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED, HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING A DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]

E-13

Annex E to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION.
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111

FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
LETTER OF CREDIT REDUCTION AUTHORIZATION
[INSERT NAME OF BENEFICIARY], WITH REFERENCE TO LETTER OF
CREDIT NO. NZS660885 ISSUED BY WELLS FARGO BANK, NATIONAL ASSOCIATION
(THE “BANK”), HEREBY UNCONDITIONALLY AND IRREVOCABLY REQUESTS THAT
THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING UNDER THE
LETTER OF CREDIT BY $[INSERT AMOUNT].

[FOR SIGNED REDUCTION AUTHORIZATIONS ONLY]

[INSERT NAME OF BENEFICIARY]

By: [INSERT SIGNATURE]
TITLE: [INSERT TITLE]

DATE: [INSERT DATE]

SIGNATURE GUARANTEED BY

[INSERT NAME OF BANK]

By:
[INSERT NAME AND TITLE]

E-14
Annex F to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. NZS660885

WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
One Front Street, 21st Floor,
San Francisco, California, 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT DATE]

Subject: Your Letter of Credit No. NZS660885
Ladies and Gentlemen:
For value received, we hereby irrevocably assign and transfer all of our rights under the
above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or
reduced to:

[Name of Transferee]

[Address of Transferee]
By this transfer, all of our rights in the Letter of Credit are transferred to the transferee,
and the transferee shall have sole rights as beneficiary under the Letter of Credit, including sole
rights relating to any amendments, whether increases or extensions or other amendments, and
whether now existing or hereafter made. You are hereby irrevocably instructed to advise future
amendment(s) of the Letter of Credit to the transferee without our consent or notice to us.
The original Letter of Credit is returned with all amendments to this date. Please notify
the transferee in such form as you deem advisable of this transfer and of the terms and conditions
to this Letter of Credit, including amendments as transferred.
You are hereby advised that the transferee named above has succeeded The Bank of New
York Mellon Trust Company, N.A., or a successor trustee as Trustee under the Trust Indenture
Amended and Restated as of June 1, 2010, as amended or supplemented from time to time (the
"Indenture") between Lincoln County, Wyoming (the "Issuer") and The Bank of New York
Mellon Trust Company, N.A., as Trustee, pursuant to which U.S. $45,000,000 in aggregate
principal amount of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp
Project) Series 1991 (the "Bonds") were issued.

E-15
Very truly yours,

[Insert Name of Transferor]

By:
[Insert Name and Title]

TRANSFEROR'S SIGNATURE
GUARANTEED

By:
[Bank Name]

By:
[Insert Name and Title]

By its signature below, the undersigned transferee acknowledges that it has duly
succeeded or a successor trustee as Trustee under the
Indenture.
[Insert Name of Transferee]

By:
[Insert Name and Title]

F-1
APPENDIX F
CONTINUING DISCLOSURE AGREEMENT

CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (this "Agreement") is executed and delivered by
PacifiCorp (the "Company") in consideration of the reoffering of the six issues of Bonds
identified by Schedule I hereto in conjunction with the remarketing thereof by J.P. Morgan
Securities Inc., Citigroup Global Markets Inc., Lehman Brothers Inc. and Bank One Capital
Markets, Inc., as Remarketing Agents.
Section 1. The Company does hereby covenant and agree and enter into a wrtten
undertaking for the benefit of the holders and beneficial owners of the Bonds as required by
Section (b)(5)(i) of Securities and Exchange Commission Rule 15c2-12 under the Securties
Exchange Act of 1934, as amended (17 C.F.R. § 240.l5c2-12) (the "Rule"). Capitalized terms
used in this Agreement and not otherwise defined in the respective Indenture of Trust and Trust
Indentures (collectively, the "Indenture") identified by such Schedule I between the respective
Issuers identified by such Schedule I and the respective Trustees identified by such Schedule I
(collectively, the "Trustee") shall have the meanings assigned such terms in Section 4 hereof.
This Agreement shall be construed in accordance with the written interpretative guidance and
no-action letters published from time to time by the Securities and Exchange Commission and its
staff with respect to the Rule.
Section 2. The Company undertakes to provide the following information in accordance
with this Agreement as required by the Rule:
(a) Anual Financial Information;
(b) Audited Financial Statements, if any; and
(c) Material Event Notices.
Section 3.
(a) The Company, while any Bonds are Outstanding, shall provide the Anual
Financial Information on or before the date which is 180 days after the end of each fiscal
year of the Company (the "Report Date") to each then existing NRSIR and the SID, if
any. The Company shall include with each submission of Anual Financial Information
a written representation to the effect that the Anual Financial Information is the Anual
Financial Information specified by this Agreement, that such Anual Financial
Information complies with the applicable requirements of the Rule and that it has been
provided to each then existing NRSIR and the SID, if any. If the Company changes its
fiscal year, it shall provide written notice of the change of fiscal year to each then
existing NRSIR or the Municipal Securities Rulemaking Board (the "MSRB") and the
SID, if any. It shall be sufficient if the Company provides to each then existing NRSIR
and the SID, if any, any or all of the Anual Financial Information by specific reference
to documents previously provided to each NRSIR and the SID, if any, or fied with the
Securities and Exchange Commission and, if such a document is a final offcial statement
within the meaning of the Rule, available from the MSRB.
01-438772.3
(b) If not provided as part of the Anual Financial Information, the Company
shall provide the Audited Financial Statements when and if available while any Bonds
are Outstanding to each then existing NRSIR and the SID, if any.
(c) If a Material Event occurs while any Bonds are Outstanding, the Company
shall provide a Material Event Notice in a timely manner to each then existing NRSIR
or the MSRB and the SID, if any. Each Material Event Notice shall be so captioned and
shall prominently state the date, title and CUSIP numbers of the Bonds.
(d) The Company shall provide in a timely manner to each then existing
NRSIR or the MSRB and to the SID, if any, notice of any failure by the Company
while any Bonds are Outstanding to provide to the NRSIRs and the SID, if any, Anual
Financial Information on or before the Report Date.
Section 4. The following are the definitions of the capitalized terms used II this
Agreement not otherwise defined in this Agreement or the Indenture:
(a) "Annual Financial Information" means the financial information or
operating data with respect to the Company, provided at least annually, of the type
incorporated by reference under APPENDIX A-"P ACIFICORP-A V AILABLE
INORMATION" of the Reoffering Circular dated May 28, 2003 with respect to the
Bonds. The consolidated financial statements included in the Anual Financial
Information shall be prepared in accordance with generally accepted accounting
principles ("GAA") as prescribed by the Financial Accounting Standards Board
("F ASB"). Such consolidated financial statements may, but are not required to be,
Audited Financial Statements.
(b) "Audited Financial Statements" means the Company's annual
consolidated financial statements, prepared in accordance with GAA as prescribed by
F ASB, which consolidated financial statements shall have been audited by an
independent auditor or firm of independent auditors as shall be then retained by the
Company.
(c) "Material Event" means any of the following events, if material, with
respect to the Bonds:
(i) principal and interest payment delinquencies;
(ii) non-payment-related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties; ·
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties; ·
. Not applicable to the Bonds.
01-438772.3 2
(v) substitution of credit or liquidity providers, or their failure to
perform;
*
(vi) adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(vii) modifications to rights of Bondholders;
(viii) bond calls;
(ix) defeasances;
(x) release, substitution or sale of property securing repayment of the
Bonds; and
(xi) rating changes.
(d) "Material Event Notice" means wrtten or electronic notice of a Material
Event.
(e) "NRMSIR" means a nationally recognized municipal secunties
information repository, as recognized from time to time by the Securities and Exchange
Commission by no-action letter for the purposes referred to in the Rule. The NRSIRs
as of the date of this Agreement are:
Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
http://ww.bloomberg.com/markets/muni _ contactinfo .html
DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
http://ww.dpcdata.com
. Not applicable to the Bonds.
01-4387723 3
FT Interactive Data
100 William Street
New York, NY 10038
Attention: NRSIR
Telephone: [phone]
Facsimile: [phone] (Secondary Market Information)
[phone] (Primar Market Information)
E-mail: [e-mail]
http://ww.interactivedata.com
Standard & Poor's J.J. Kenny Repository
45th Floor
55 Water Street
New York, NY 10041
Telephone: [phone]
Facsimile: [phone]
E-mail: [e-mail]
ww.jjkenny.com/jjkenny/pser _ descrip _data _rep.html
See http://ww.sec.gov/consumer/nrsir.htm for updated NRSIR information.
(f) "Outstanding" means "Outstanding" as defined in Aricle I of the
Indenture, but including Bonds otherwise excluded by clause (b) of such definition.
(g) "SID" means a state information depository as operated or designated by
the State of Montana or the State of Wyoming and recognized by the Securities and
Exchange Commission by no-action letter as such for the purposes referred to in the
Rule. As of the date of this Agreement, there is not a SID in the State of Montana or the
State of Wyoming.
Section 5. Unless otherwise required by law and subject to technical and economic
feasibility, the Company shall employ such methods of information transmission as shall be
requested or recommended by the designated recipients of the Company's information.
Section 6.
(a) The continuing obligation hereunder of the Company to provide Anual
Financial Information, Audited Financial Statements, if any, and Material Event Notices
shall terminate immediately once the Bonds no longer are Outstanding. This Agreement,
or any provision hereof, shall be null and void in the event that the Company obtains an
opinion of nationally recognized bond counsel to the effect that those portions of the Rule
which require this Agreement, or any such provision, are invalid, have been repealed
retroactively or otherwise do not apply to the Bonds, provided that the Company shall
have provided notice of such delivery and the cancellation of this Agreement to each then
existing NRSIR or the MSRB and the SID, if any.
(b) This Agreement may be amended, without the consent of the Bondholders,
but only upon the Company obtaining and providing an opinion of nationally recognized
01-438772.3 4
bond counsel to the effect that such amendment, and giving effect thereto, will not
adversely affect the compliance of this Agreement and by the Company with the Rule,
provided that the Company shall have provided notice of such delivery and of the
amendment to each then existing NRSIR or the MSRB and the SID, if any. Any such
amendment shall satisfy, unless otherwise permitted by the Rule, the following
conditions:
(i) The amendment may only be made in connection with a change in
circumstances that arises from a change in legal requirements, change in law or
change in the identity, nature or status of the Company or type of business
conducted;
(ii) This Agreement, as amended, would have complied with the
requirements of the Rule at the time of the primar offering, after taking into
account any amendments or interpretations of the Rule, as well as any change in
circumstances; and
(iii) The amendment does not materially impair the interests of
Bondholders, as determined either by paries unaffliated with the Company (such
as nationally recognized bond counsel) or by approving vote of Bondholders
pursuant to the terms of the Indenture at the time of the amendment.
The initial Anual Financial Information after the amendment shall explain, in
narrative form, the reasons for the amendment and the effect of the change, if any, in the
type of operating data or financial information being provided.
(c) The Company shall not transfer its obligations under this Agreement
unless the transferee agrees to assume all obligations of the Company hereunder or to
execute a continuing disclosure undertaking under the Rule.
Section 7. Any failure by the Company to perform in accordance with this Agreement
shall not constitute an Event of Default with respect to the Bonds. If the Company fails to
comply herewith, any Bondholder or beneficial owner may take such actions as may be
necessary and appropriate, including seeking specific performance by court order, to cause the
Company to comply with its obligations hereunder.
Dated: June 2, 2003.
PACIFICORP
By w/f~ ~ LIJ~
Name Bruce N. Williams
Title Treasurer
01-438772.3 5
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4851-0992-4115.6
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

D-1
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Lincoln County, Wyoming
925 Sage, Suite 302
Kemmerer, Wyoming 83101
Re: $45,000,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of January 1, 1991, as amended and restated as of June 1, 2010 (the “Loan
Agreement”), between Lincoln County, Wyoming (the “Issuer”) and PacifiCorp (the
“Company”). Prior to the date hereof, payment of principal and purchase price of and interest
on the $45,000,000 Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1991 (the “Bonds”) was secured by an Irrevocable Letter of Credit
issued by Wells Fargo Bank, National Association (the “Existing Letter of Credit”). On the date
hereof, the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be issued by
The Bank of Nova Scotia, New York Agency (the “Bank”), for the benefit of the Trustee
(defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of that certain Trust Indenture, dated as of
January 1, 1991, as amended and restated as of June 1, 2010 (the “Indenture”), between the
Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and
related documents, and upon representations, including regarding the consent of the Owners,
made to us without undertaking to verify the same by independent investigation.
D-2
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 delivery of the Letter of Credit complies with the terms of the Loan
Agreement.
2. The delivery of the Letter of Credit will not adversely affect the
Tax-Exempt status of the Bonds.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with (a) the adjustment of the interest rate on the Bonds on the date
hereof and the adjustment of the interest rate described in our opinions dated (i) December 17,
1999 and January 19, 2000 and (ii) May 2, 2003 and June 3, 2003, (b) the execution and delivery
of the First Supplemental Trust Indenture, dated as of January 1, 2000, (c) the execution and
delivery of the Second Supplemental Trust Indenture, dated as of March 2, 2003, (d) the
execution and delivery of the Third Supplemental Trust Indenture and the Second Supplemental
Loan Agreement, each dated as of June 1, 2003, and (e) the execution and delivery of the Fourth
Supplemental Indenture and the Second Supplemental Loan Agreement and the delivery of the
Existing Letter of Credit, described in our opinion dated June 1, 2010 and (f) the delivery of the
Letter of Credit described herein. Accordingly, we do not express any opinion with respect to
the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

4851-0992-4115.6
APPENDIX E

FORM OF LETTER OF CREDIT

20317027
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 45,710,137.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1991, as amended and
restated by a Fourth Supplemental Indenture, dated as of June 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Lincoln
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 45,000,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 45,710,137.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
2

Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 45,710,137.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 45,000,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 710,137.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 48 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or
4

[ ], but such telephonic notice shall not be a condition to a Drawing hereunder. If we receive
your certificate(s) at such office, all in strict conformity with the terms and conditions of this
Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before
12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00 A.M. (New
York City time), on the next succeeding business day, and (ii) with respect to any Tender
Drawing, at or before 12:00 noon (New York City time), on a business day on or before the
Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City time),
on the same business day, in accordance with your payment instructions; provided, however, that
you will use your best efforts to give us telephonic notification of any such pending presentation
to the telephone numbers designated above, with respect to any Regular Drawing, Redemption
Drawing or Tender Drawing, at or before 11:30 A.M. (New York City time) on the same
business day. If we receive your certificate(s) at such office, all in strict conformity with the
terms and conditions of this Letter of Credit, after 12:00 noon (New York City time), in the case
of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on any business day on or
before the Cancellation Date, we will honor such certificate(s) at or before 2:00 P.M. (New York
City time) on the next succeeding business day. Payment under this Letter of Credit will be
made by wire transfer of Federal Funds to your account with any bank that is a member of the
Federal Reserve System. All payments made by us under this Letter of Credit will be made with
our own funds and not with any funds of the Company, its affiliates or the Issuer. As used
herein, “business day” means a day except a Saturday, Sunday or other day (i) on which banking
institutions in the city or cities in which the designated office under the Indenture of the Trustee,
the remarketing agent under the Indenture or the paying agent under the Indenture or the office
of the Bank which will honor draws upon this Letter of Credit are located are required or
authorized by law or executive order to close or are closed, or (ii) on which the New York Stock
Exchange, the Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
5

This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1991, as
amended and restated by a Fourth Supplemental Indenture, dated as of June 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Lincoln County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is named
as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The transferee
named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO. [__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

4815-1127-7331.6
REOFFERING-NOT A NEW ISSUE
SUPPLEMENT, DATED MARCH 18, 2013, TO OFFICIAL STATEMENT, DATED DECEMBER 17, 1995
The opinion of Chapman and Cutler delivered on December 14, 1995 stated that, subject to compliance by the Company and the
Issuer with certain covenants, under then-existing law interest on the Bonds is not includible in gross income of the Owners thereof for
federal income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a person who is a
substantial user of the Project or the 1990A Project or any person considered to be related to such person (within the meaning of
Section 103(b)(13) of the Internal Revenue Code of 1954, as amended or Section 147(a) of the Internal Revenue Code of 1986, as
amended). Such interest is included, however, as an item of tax preference in computing the federal alternative minimum tax for
individuals and corporations under the Code. Such opinion of Bond Counsel was also to the effect that under then-existing law, the State
of Wyoming imposes no income taxes that would be applicable to interest on the Bonds. Such opinions have not been updated as of the
date hereof. In the opinion of Bond Counsel to be delivered in connection with the delivery of the Replacement Letter of Credit, the
delivery of the Replacement Letter of Credit will not cause the interest on the Bonds to become includible in the gross income of the
owners thereof for federal income tax purposes. See “TAX EXEMPTION” herein for a more complete discussion.
DELIVERY OF ALTERNATE CREDIT FACILITY
$24,400,000
SWEETWATER COUNTY, WYOMING
ENVIRONMENTAL IMPROVEMENT REVENUE BONDS
(PacifiCorp Project)
Series 1995
(CUSIP 870481 AB4*)
PURCHASE DATE: MARCH 25, 2013 DUE: NOVEMBER 1, 2025
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made under the Loan Agreement
between the Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015, unless earlier terminated or extended, the Bonds will be supported by an Irrevocable
Transferrable Direct Pay Letter of Credit (the “Replacement Letter of Credit”) issued with respect to the Bonds by the New York Agency of
THE BANK OF NOVA SCOTIA
Under the Replacement Letter of Credit, the Trustee will be entitled to draw up to (a) an amount sufficient to pay (i) the outstanding unpaid
principal amount of the Bonds or (ii) the portion of the purchase price of the Bonds corresponding to such outstanding unpaid principal amount and (b) an
amount sufficient to pay (i) up to 50 days’ accrued interest on the Bonds, calculated at the maximum rate of 12% per annum and on the basis of a year of
365 days or (ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The Replacement Letter of Credit will only be
available to be drawn while the Bonds bear interest at a daily rate or a weekly rate pursuant to the Indenture. Failure to pay the purchase price when due and
payable is an event of default under the Indenture.
The Bonds are currently supported by a Letter of Credit issued by the New York Branch of Barclays Bank PLC (the “Existing Letter of Credit”).
On March 26, 2013, the Replacement Letter of Credit will be delivered to the Trustee in substitution for the Existing Letter of Credit, and the Bonds will not have the benefit of the Existing Letter of Credit after such substitution.
As of the date hereof, the Bonds bear interest at a Daily Rate. The Bonds bearing interest at a Daily Rate are issuable as fully registered Bonds
without coupons, initially in the denomination of $100,000 and integral multiples of $100,000 in excess thereof. Interest on the Bonds while the Bonds bear
interest at Daily or Weekly Rates will be payable monthly on each Interest Payment Date. The Depository Trust Company, New York, New York (“DTC”),
will continue to act as a securities depository for the Bonds. Such Bonds are registered in the name of Cede & Co., as registered owner and nominee of
DTC, and, except for the limited circumstances described herein, beneficial owners of interests in such Bonds will not receive certificates representing their
interests in such Bonds. Payments of principal of, and premium, if any, and interest on the Bonds will be made through DTC and its Participants and
disbursements of such payments to purchasers will be the responsibility of such Participants.
Certain legal matters related to the delivery of the Letter of Credit will be passed upon by Chapman and Cutler LLP, Bond Counsel to the
Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq., counsel to the Company.
The Bonds are reoffered, subject to prior sale and certain other conditions.
J.P. Morgan
as Remarketing Agent
* Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor's, CUSIP Service Bureau, a division of The McGraw-Hill
Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are
provided for convenience of reference only. None of the Issuer, the Company or the Remarketing Agent takes any responsibility for the accuracy of such
numbers.

4815-1127-7331.6
No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than
those contained in this Supplement to Official Statement in connection with the reoffering made of the Bonds, and, if given or made, such
information or representations must not be relied upon as having been authorized by the Issuer, PacifiCorp, The Bank of Nova Scotia (the
“Bank”) or J.P. Morgan Securities LLC, as Remarketing Agent. Neither the delivery of this Supplement to Official Statement nor any sale
hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Issuer, the Bank or PacifiCorp
since the date hereof. The Issuer has not and will not assume any responsibility as to the accuracy or completeness of the information in this
Supplement to Official Statement. No representation is made by the Bank as to the accuracy, completeness or adequacy of the information
contained in this Supplement to Official Statement, except with respect to Appendix B hereto. The Bonds are not registered under the Securities
Act of 1933, as amended. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity has passed
upon the accuracy or adequacy of this Supplement to Official Statement.
In connection with this offering, the Remarketing Agent may overallot or effect transactions which stabilize or maintain the market
price of the securities offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced,
may be discontinued at any time.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement to Official Statement: The Remarketing
Agent has reviewed the information in the Supplement to Official Statement in accordance with, and as part of, their responsibilities to investors
under the federal securities laws as applied to the facts and circumstances of the transaction, but the Remarketing Agent does not guarantee the
accuracy or completeness of such information.
TABLE OF CONTENTS
Page
GENERAL INFORMATION ........................................................................................................................................ 1
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT ........................................................... 3
THE LETTER OF CREDIT .......................................................................................................................................... 3
THE REIMBURSEMENT AGREEMENT ................................................................................................................... 4
REMARKETING AGENT .......................................................................................................................................... 11
TAX EXEMPTION ..................................................................................................................................................... 12
MISCELLANEOUS .................................................................................................................................................... 13

APPENDIX A — PACIFICORP
APPENDIX B — THE BANK OF NOVA SCOTIA
APPENDIX C — OFFICIAL STATEMENT DATED DECEMBER 17, 1995, AS SUPPLEMENTED BY
A SUPPLEMENT TO OFFICIAL STATEMENT DATED FEBRUARY 8, 2002
APPENDIX D — PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT

4815-1127-7331.6
SUPPLEMENT TO OFFICIAL STATEMENT
DELIVERY OF ALTERNATE CREDIT FACILITY
$24,400,000
SWEETWATER COUNTY, WYOMING
ENVIRONMENTAL IMPROVEMENT REVENUE BONDS
(PACIFICORP PROJECT)
SERIES 1995

GENERAL INFORMATION
THIS SUPPLEMENT TO OFFICIAL STATEMENT DOES NOT CONTAIN
COMPLETE DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION
WHICH IS SET FORTH IN THE OFFICIAL STATEMENT DATED DECEMBER 17,
1995, AS SUPPLEMENTED ON FEBRUARY 8, 2002, A COPY OF WHICH IS
ATTACHED HERETO AS APPENDIX C (THE “ORIGINAL OFFICIAL
STATEMENT” AND, TOGETHER WITH THIS SUPPLEMENT TO OFFICIAL
STATEMENT, THE “OFFICIAL STATEMENT”), EXCEPT WHERE THERE HAS
BEEN A CHANGE IN THE DOCUMENTS OR MORE RECENT INFORMATION
SINCE THE DATE OF THE ORIGINAL OFFICIAL STATEMENT. THIS
SUPPLEMENT TO OFFICIAL STATEMENT SHOULD THEREFORE BE READ
ONLY IN CONJUNCTION WITH THE ORIGINAL OFFICIAL STATEMENT.
This Supplement to Official Statement (the “Supplement”) is provided to furnish certain
information with respect to the Environmental Improvement Revenue Bonds (PacifiCorp
Project) Series 1995, the “Bonds”) of Sweetwater County, Wyoming (the “Issuer”) currently
outstanding in the aggregate principal amount of $24,400,000.
The Bonds were issued pursuant to a Trust Indenture, dated as of November 1, 1995, as
amended and supplemented to the date hereof (the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A. (successor in interest to The First National
Bank of Chicago), as successor trustee (the “Trustee”), and under resolutions of the governing
body of the Issuer. The proceeds from the sale of the Bonds were loaned to PacifiCorp (the
“Company”) pursuant to the terms of a Loan Agreement for the Bonds, dated as of November 1,
1995, as amended and supplemented to the date hereof (the “Agreement”), and used, together
with certain other moneys of the Company, for the purposes set forth in the Original Official
Statement.
The Bonds, together with premium, if any, and interest thereon, are limited and not
general, obligations of the Issuer not constituting or giving rise to a pecuniary liability of
the Issuer nor any charge against its general credit or taxing powers nor an indebtedness of
or a loan of credit thereof, shall be payable solely from the Revenues (as defined in the
Indenture and which includes moneys drawn under the Letter of Credit) and other moneys
pledged therefor under the Indenture, and shall be a valid claim of the respective holders

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4815-1127-7331.6
thereof only against the Bond Fund (as defined in the Indenture), the Revenues and other
moneys held by the Trustee as part of the Trust Estate (as defined in the Indenture). The
Issuers shall not be obligated to pay the purchase price of Bonds from any source.
No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement contained in the Indenture, against any past, present or future
officer or employee of the Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of
and in consideration for the execution of the Indenture and the issuance of any of the
Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the Letter of Credit dated May 17, 2012 (the “Existing Letter of Credit”) issued by Barclays
Bank PLC, New York Branch (the “Prior Bank”), which has supported payment of the principal,
interest and purchase price of the Bonds since the date such Existing Letter of Credit was issued.
Pursuant to the Indenture, the Company has elected to replace the Existing Letter of Credit with
an Irrevocable Transferrable Direct Pay Letter of Credit (the “Letter of Credit”) issued by The
Bank of Nova Scotia, a bank organized under the laws of Canada, acting through its New York
Agency (the “Bank”). The Letter of Credit will be delivered to the Trustee on March 26, 2013
(the “Effective Date”) and, after such date, the Bonds will not have the benefit of the Existing
Letter of Credit. With respect to the Bonds, the Trustee will be entitled to draw under the Letter
of Credit up to (a) an amount sufficient to pay (i) the outstanding unpaid principal amount of the
Bonds or (ii) the portion of the purchase price of the Bonds corresponding to such unpaid
principal amount plus (b) an amount sufficient to pay (i) up to 50 days’ accrued interest on the
Bonds (calculated at the maximum rate of 12% per annum and on the basis of a year of
365 days) or (ii) the portion of the purchase price of the Bonds corresponding to such accrued
interest. The Letter of Credit will only be available to be drawn on while the Bonds bear interest
at a daily rate or a weekly rate pursuant to the Indenture.
After the date of delivery of the Letter of Credit, the Company is permitted under the
Agreement and the Indenture to provide a substitute letter of credit (the “Substitute Letter of
Credit”), which is issued by the same Bank that issued the then-existing Letter of Credit and
which is identical to such Letter of Credit except for (i) an increase or decrease in the Interest
Coverage Rate (as defined in the Indenture), (ii) an increase or decrease in the Interest Coverage
Period (as defined in the Indenture) or (iii) any combination of (i) and (ii). As used hereafter,
“Letter of Credit” shall, unless the context otherwise requires, mean such Substitute Letter of
Credit from and after the issuance date thereof. The Company also is permitted under the
Agreement and Indenture to provide for the delivery of an alternate credit facility, including a
letter of credit of a commercial bank or a credit facility from a financial institution, or any other
credit support agreement or mechanism arranged by the Company (which may involve a letter of
credit or other credit facility or first mortgage bonds of the Company or an insurance policy), the
administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate

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4815-1127-7331.6
Credit Facility then in effect. See “THE LETTER OF CREDIT AND THE CREDIT
AGREEMENT” and the Official Statement under the caption “THE BONDS — Purchase of
Bonds.”
Prior to the delivery of the Letter of Credit, the Bonds bore interest at a Daily Rate.
Following the delivery of the Letter of Credit, the Bonds will continue to bear interest at a Daily
Rate, subject to the right of the Company to cause the interest rate on the Bonds to be converted
to other interest rate determination methods as described in the Official Statement.
Brief descriptions of the Bank and summaries of certain provisions of the Reimbursement
Agreement (as defined below) are included in this Supplement, including the Appendices hereto,
which includes as Appendix C the Original Official Statement. Information regarding the
business, properties and financial condition of the Company is included in and incorporated by
reference in Appendix A attached hereto. A brief description of the Bank is included as
Appendix B hereto. The descriptions herein, including in Appendix C, of the Indenture, the
Loan Agreement, the Letter of Credit and the Reimbursement Agreement are qualified in their
entirety by reference to such documents, and the descriptions herein of the Bonds are qualified in
their entirety by reference to the forms thereto and the information with respect thereof included
in the aforesaid documents. All such descriptions are further qualified in their entirety by
reference to laws and principles of equity relating to or affecting the enforcement of creditors’
rights generally. Copies of such documents may be obtained from the principal corporate trust
office of the Trustee in Chicago, Illinois and at the principal offices of the Remarketing Agent in
New York, New York. The letter of credit described in the Original Official Statement is no
longer in effect as of March 26, 2013 and the information in the Original Official Statement with
respect thereto should be disregarded.
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT
The following is a brief summary of certain provisions of the Replacement Letter of
Credit and that certain Letter of Credit and Reimbursement Agreement, dated March 26,
2013, as amended and supplemented, between the Company and The Bank of Nova Scotia
(together with all related documents, the “Reimbursement Agreement”). This summary is not a
complete recital of the terms of the Replacement Letter of Credit or the Reimbursement
Agreement and reference is made to the Replacement Letter of Credit or the Reimbursement
Agreement, as applicable, in its entirety.
THE LETTER OF CREDIT
The Replacement Letter of Credit will be an irrevocable direct pay obligation of the Bank
to pay to the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount
sufficient to pay (i) the outstanding unpaid principal amount of the applicable Bonds or (ii) the
portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus
(b) an amount sufficient to pay (i) up to 50 days’ accrued interest on such Bonds (in each case
calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the applicable Bonds corresponding to such accrued
interest. The Replacement Letter of Credit will only be available to be drawn while the Bonds
bear interest at a daily rate or a weekly rate pursuant to the Indenture. The Replacement Letter
of Credit will be substantially in the form attached hereto as Appendix F. The Replacement

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4815-1127-7331.6
Letter of Credit will be issued pursuant to a Letter of Credit Reimbursement Agreement, dated
March 26, 2013 (the “Reimbursement Agreement”), between the Company and the Bank.
The Bank’s obligation under the Replacement Letter of Credit will be reduced to the
extent of any drawings thereunder. However, with respect to a drawing by the Trustee to enable
the Remarketing Agent or the Trustee to pay the purchase price of the Bonds delivered for
purchase and not remarketed by the Remarketing Agent, such amounts shall be immediately
reinstated upon reimbursement. With respect to a drawing by the Trustee for the payment of
interest only on the Bonds, the amount that may be drawn under the Replacement Letter of
Credit will be automatically reinstated as of the Bank’s close of business in New York,
New York on the ninth (9th) business day following the Bank’s honoring of such drawing by the
amount drawn, unless the Trustee has received notice (a “Non-Reinstatement Notice”) from the
Bank by the ninth (9th) business day following the date of such honoring that there will be no
reinstatement.
Upon an acceleration of the maturity of Bonds due to an event of default under the
Indenture, the Trustee will be entitled to draw on the Replacement Letter of Credit, if it is then in
effect, to the extent of the aggregate principal amount of the Bonds outstanding, plus up to
50 days’ interest accrued and unpaid on the Bonds (less amounts paid in respect of principal or
interest for which the Replacement Letter of Credit has not been reinstated).
The Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015 (such
date, as it may be extended as provided in such Replacement Letter of Credit, the “Scheduled
Expiration Date”), (b) four (4) Business Days following the Trustee’s receipt of (i) written notice
from the Bank that an event of default has occurred under the Reimbursement Agreement or
(ii) a Non-Reinstatement Notice, (c) the date that the Trustee informs the Bank that the
conditions for termination of the Replacement Letter of Credit as set forth in the Indenture have
been satisfied and that the Replacement Letter of Credit has terminated in accordance with its
terms, (d) the date that is 15 days after the conversion of the Bonds to an interest rate mode other
than a daily rate or a weekly rate under the Indenture and (e) the date of a final drawing under the
Replacement Letter of Credit.
REIMBURSEMENT AGREEMENT
General. The Company has executed and delivered the Reimbursement Agreement
requesting that the Bank issue an irrevocable direct pay letter of credit for the Bonds and
governing the issuance thereof. The Replacement Letter of Credit is issued pursuant to the
Reimbursement Agreement.
Under the Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the Replacement Letter of Credit, to pay certain fees and expenses, to
pay interest on any unreimbursed drawings or other amounts unpaid, and to reimburse the Bank
for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Reimbursement
Agreement, as applicable, that are not otherwise defined in this Supplement will have the
meanings set forth below.

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4815-1127-7331.6
“Applicable Law” means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and
orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders,
decisions, judgments and decrees of all courts (whether at law or in equity or admiralty)
and arbitrators.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the latest consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of such date of determination.
“Credit Documents” means, with respect to the Replacement Letter of Credit, the
Reimbursement Agreement, Custodian Agreement, Fee Letter (each as defined in the
Reimbursement Agreement) and any and all other instruments and documents executed
and delivered by the Company in connection with any of the foregoing.
“Debt” of any Person means, at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in the ordinary
course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all obligations of such Person as
lessee under leases that have been, in accordance with GAAP, recorded as capital leases,
(e) all obligations of such Person in respect of reimbursement agreements with respect to
acceptances, letters of credit (other than trade letters of credit) or similar extensions of
credit and (f) all guaranties.
“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in
effect from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business
(whether or not incorporated) that is considered to be a single employer with such entity
within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of
ERISA with respect to a Pension Plan; (b) the failure to make a required contribution to
any Pension Plan that would result in the imposition of a lien or other encumbrance or the
provision of security under the Internal Revenue Code (the “Code”) or ERISA, or there
being or arising any “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Code or ERISA), whether or not waived,
or the filing of any request for or receipt of a minimum funding waiver under the Internal
Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status
under ERISA; (c) the filing of a notice of intent to terminate, or the termination of any
Pension Plan under certain provisions of ERISA; (d) the institution of proceedings, or the
occurrence of an event or condition that would reasonably be expected to constitute
grounds for the institution of proceedings by the PBGC, under certain provisions of

6
4815-1127-7331.6
ERISA, for the termination of, or the appointment of a trustee to administer, any Pension
Plan; (e) the complete or partial withdrawal of the Company or any of its ERISA
Affiliates from a Multiemployer Plan, the reorganization or insolvency under ERISA of
any Multiemployer Plan, or the receipt by the Company or any of its ERISA Affiliates of
any notice that a Multiemployer Plan is in endangered or critical status under certain
provisions of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to
comply with ERISA or the related provisions of the Code with respect to any Pension
Plan; (g) the Company or any of its ERISA Affiliates incurring any liability under certain
provisions of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under ERISA) or (h) the failure by the Company or any of its Subsidiaries to
comply with Applicable Law with respect to any Foreign Plan.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or
other employee benefit plan, program or arrangement (other than a Pension Plan or a
Multiemployer Plan) maintained by any Subsidiary of the Company that, under
applicable local foreign law, is required to be funded through a trust or other funding
vehicle.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental
Authority.
“Governmental Authority” means the government of the United States of America
or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.
“Material Adverse Effect” means a material adverse effect on (a) on the business,
operations, properties, financial condition, assets or liabilities (including, without
limitation, contingent liabilities) of the Company and its Subsidiaries, taken as a whole,
(b) the ability of the Company to perform its obligations under any Credit Document or
any Related Document to which the Company is a party or (c) the ability of the Bank to
enforce its rights under any Credit Document or any Related Document to which the
Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to
which (x) the Company’s percentage ownership interest multiplied by (y) the book value
of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company.

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4815-1127-7331.6
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may
be an obligation to contribute of) the Company or any of its ERISA Affiliates or with
respect to which the Company or any of its ERISA Affiliates has, or could reasonably be
expected to have, any liability.
“Pension Plan” means any “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, maintained or
contributed to by the Company or any of its ERISA Affiliates or to which the Company
or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an
obligation to contribute to, or otherwise to have liability with respect to) such plan.
“Person” means an individual, partnership, corporation (including, without
limitation, a business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the
Replacement Letter of Credit in connection with a tender drawing under such
Replacement Letter of Credit and owned or held by the Company or an affiliate of the
Company or by the Trustee and pledged to the Bank pursuant to the Custodian
Agreement.
“Rating Decline” means the occurrence of the following on, or within 90 days
after, the earlier of (a) the occurrence of a Change of Control (as defined below) and
(b) the earlier of (x) the date of public notice of the occurrence of a Change of Control
and (y) the date of the public notice of the Company’s (or its direct or indirect parent
company’s) intention to effect a Change of Control, which 90-day period will be
extended so long as the S&P Rating or Moody’s Rating is under publicly announced
consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P
Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” means the obligation of the Company under the
Reimbursement Agreement to reimburse the Bank for the full amount of each payment
by the Bank under the Replacement Letter of Credit, including, without limitation,
amounts in respect of any reinstatement of interest on the Bonds at the election of the
Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds.
“Related Documents” means, with regard to the Replacement Letter of Credit, the
Bonds, the Indenture, the Loan Agreement (as defined in the Reimbursement
Agreement), the Remarketing Agreement (as defined in the Reimbursement Agreement)
and the Custodian Agreement.

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4815-1127-7331.6
“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.
Events of Default. Any one or more of the following events (whether voluntary or
involuntary) constitute an event of default (an “Event of Default”) under the Reimbursement
Agreement:
(a) (i) Any principal of any Reimbursement Obligation is not paid when due
and payable or (ii) any interest on any Reimbursement Obligation or any fees or other
amounts payable under the Reimbursement Agreement or under any other Credit
Document is not paid within five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company in the
Reimbursement Agreement or by the Company (or any of its officers) in any Credit
Document or in connection with any Related Document or any document delivered
pursuant to such documents proves to have been incorrect in any material respect when
made; or
(c) (i) The Company fails to (A) preserve, and to cause its Material
Subsidiaries to preserve, their corporate, partnership or limited liability company
existence, (B) cause all Bonds that it acquires to be registered in accordance with the
Indenture and the Custodian Agreement in the name of the Company or its nominee,
(C) maintain a required debt to capitalization ratio or (D) observe certain covenants
relating to restrictions on liens, mergers, asset sales, use of proceeds, optional redemption
of the Bonds, amendments to the Indenture and amendments to the Official Statement (as
defined in the related Reimbursement Agreement), all in accordance with the
Reimbursement Agreement or (ii) the Company fails to perform or observe any other
term, covenant or agreement contained in the Reimbursement Agreement or any other
Credit Document or Related Document on its part to be performed or observed if such
failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of the Reimbursement Agreement or any other
Credit Document or Related Document to which the Company is a party shall at any time
and for any reason cease to be valid and binding upon the Company, except pursuant to
the terms thereof, or is declared to be null and void, or the validity or enforceability is
contested in any manner by the Company or any Governmental Authority, or the
Company denies in any manner that it has any or further liability or obligation under the

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4815-1127-7331.6
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under the Reimbursement Agreement)
that is outstanding in a principal amount in excess of $100,000,000 in the aggregate when
due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure continues after any applicable grace period
specified in the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any such
Debt and shall continue after any applicable grace period, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of
$100,000,000 to the extent not paid or insured shall be rendered against the Company or
any Material Subsidiary and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts
as they become due, or admits in writing its inability to pay its debts generally, or makes
a general assignment for the benefit of creditors; or any proceeding is instituted by or
against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this paragraph; or
(h) An ERISA Event has occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a
Material Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least
50% of the issued and outstanding shares of common stock of the Company, calculated
on a fully diluted basis or (ii) MidAmerican Energy Holdings Company shall fail to own,
directly or indirectly, at least 80% of the issued and outstanding shares of common stock

10
4815-1127-7331.6
of the Company, calculated on a fully diluted basis (each, a “Change of Control”);
provided that, in each case, such failure shall not constitute an Event of Default unless
and until a Rating Decline has occurred;
(j) Any “Event of Default” under and as defined in the Indenture shall have
occurred and be continuing; or
(k) Any approval or order of any Governmental Authority related to any
Credit Document or any Related Document shall be (i) rescinded, revoked or set aside or
otherwise cease to remain in full force and effect or (ii) modified in any manner that, in
the opinion of the Bank, could reasonably be expected to have a material adverse effect
on (A) the business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, (B) the legality, validity or
enforceability of any of the Credit Documents or the Related Documents to which the
Company is a party, or the rights, remedies and benefits available to the parties
thereunder or (C) the ability of the Company to perform its obligations under the Credit
Documents or the Related Documents to which the Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental
Authority shall occur which has the effect of making the transactions contemplated by the
Credit Documents or the Related Documents unauthorized, illegal or otherwise contrary
to Applicable Law; or
(m) The Custodian Agreement after delivery under the Reimbursement
Agreement, except to the extent permitted by the terms thereof, fails or ceases to create
valid and perfected Liens in any of the collateral purported to be covered thereby, subject
to certain cure rights.
Remedies. If an Event of Default occurs under a Reimbursement Agreement and is
continuing, the Bank may (a) by notice to the Company, declare the obligation of the Bank to
issue the Replacement Letter of Credit to be terminated, (b) give notice to the Trustee (i) under
the Indenture that such Replacement Letter of Credit will not be reinstated following a drawing
for the payment of interest on the Bonds and/or (ii) under the Indenture of such Event of Default,
and to declare the principal of all Bonds then outstanding to be immediately due and payable,
(c) declare the principal amount of all Reimbursement Obligations, all interest thereon and all
other amounts payable under the Reimbursement Agreement or any other Credit Document to be
forthwith due and payable, which will cause all such principal, interest and all such other
amounts to become due and payable, without presentment, demand, protest, or further notice of
any kind, all of which are expressly waived by the Company and (d) in addition to other rights
and remedies provided for in the Reimbursement Agreement or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in
subpart (g) or (i) under the heading “Events of Default,” above, shall have occurred,
automatically, (x) the obligation of the Bank under the Reimbursement Agreement to issue the
Replacement Letter of Credit shall terminate, and (y) all Reimbursement Obligations, all interest
thereon and all other amounts payable under the Reimbursement Agreement or under any other

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4815-1127-7331.6
Credit Document will become due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are expressly waived by the Company.
REMARKETING AGENT
General. J.P. Morgan Securities LLC (the “Remarketing Agent”), will continue as
remarketing agent for the Bonds. Subject to certain conditions, the Remarketing Agent has
agreed to determine the rate of interest on the Bonds and use its best efforts to remarket all
tendered Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.
Special Considerations. The Remarketing Agent is Paid by the Company. The
Remarketing Agent’s responsibilities include determining the interest rate from time to time and
remarketing Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in
each case, to the terms of the Indenture and the Remarketing Agreement), all as further described
in this Supplement. The Remarketing Agent is appointed by the Company and paid by the
Company for its services. As a result, the interests of the Remarketing Agent may differ from
those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Account. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own account. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own account and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indenture and Remarketing Agreement, the Remarketing
Agent is required to determine the applicable rate of interest that, in its judgment, is the lowest
rate that would permit the sale of the Bonds bearing interest at the applicable interest rate at par
plus accrued interest, if any, on and as of the applicable interest rate determination date. The
interest rate will reflect, among other factors, the level of market demand for the Bonds

12
4815-1127-7331.6
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances, the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
TAX EXEMPTION
The opinion of Chapman and Cutler delivered on December 14, 1995 stated that, subject
to compliance by the Company and the Issuer with certain covenants made to satisfy pertinent
requirements of the Internal Revenue Code of 1954, as amended (the “1954 Code”), and the
Internal Revenue Code of 1986, as amended (the “Code”) under then-existing law, interest on the
Bonds is not includible in gross income of the owners thereof for federal income tax purposes,
except for interest on any Bond for any period during which such Bond is owned by a person
who is a substantial user of the Project or the 1990A Project or any person considered to be
related to such person (within the meaning of either Section 103(b)(13) of the 1954 Code or
Section 147(a) of the Code); however, the interest on the Bonds is included as an item of tax
preference in computing the alternative minimum tax for individuals and under the Code. As
indicated in such opinion, the failure to comply with certain of such covenants of the Issuer and
the Company could cause the interest on the Bonds to be included in gross income retroactive to
the date of issuance of the Bonds. Chapman and Cutler LLP (“Bond Counsel”) has made no
independent investigation to confirm that such covenants have been complied with.
Bond Counsel will deliver an opinion in connection with delivery of the Letter of Credit,
in substantially the form attached hereto as Appendix E, to the effect that the delivery of the
Letter of Credit (i) is authorized under and complies with the terms of the Agreement and
(ii) will not impair the validity under the Act of the Bonds or will not cause the interest on the
Bonds to become includible in the gross income of the Owners thereof for federal income tax
purposes. Except as necessary to render the foregoing opinions, Bond Counsel has not reviewed

13
4815-1127-7331.6
any factual or legal matters relating to its opinion dated December 14, 1995 subsequent to its
issuance other than with respect to the Company in connection with (a) the execution and
delivery of the First Supplemental Trust Indenture, Dated as of February 1, 2002 and the First
Supplemental Loan Agreement, dated as of February 1, 2002, described in its opinion dated
February 20, 2002; (b) the delivery of an Irrevocable Letter of Credit, described in its opinion
dated as of February 20, 2002; (c) delivery of an earlier Letter of Credit, described in its opinion
dated September 15, 2004; (d) delivery of the Amendment to the earlier Letter of Credit,
described in its opinion dated November 30, 2005; (e) delivery of the Existing Letter of Credit,
described in its opinion dated May 17, 2012 and (f) delivery of the Letter of Credit described
herein. The opinion delivered in connection with delivery of the Letter of Credit is not to be
interpreted as a reissuance of the original approving opinion as of the date of this Supplement to
Official Statement.
Ownership of the Bonds may result in collateral federal income tax consequences to
certain taxpayers, including, without limitation, corporations subject to either the environmental
tax or the branch profits tax, financial institutions, certain insurance companies, certain
S Corporations, individual recipients of Social Security or Railroad Retirement benefits and
taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as
to applicability of any such collateral consequences.
MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS
NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO OFFICIAL STATEMENT.

A-1
4815-1127-7331.6
APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both

A-2
4815-1127-7331.6
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.

A-3
4815-1127-7331.6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement to
Official Statement (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

4815-1127-7331.6
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4815-1127-7331.6
APPENDIX B

THE BANK OF NOVA SCOTIA
The following information concerning The Bank of Nova Scotia (“Scotiabank” or the
“Bank”) has been provided by representatives of the Bank and has not been independently
confirmed or verified by the Issuer, the Company or any other party. No representation is made
by the Company or the Issuer as to the accuracy, completeness or adequacy of such information
and no representation is made as to the absence of material adverse changes in such information
subsequent to the date hereof, or that the information contained or incorporated herein by
reference is correct as of any time subsequent to its date.
The Bank of Nova Scotia, founded in 1832, is a Canadian chartered bank with its
principal office located in Toronto, Ontario. Scotiabank is one of North America’s premier
financial institutions and Canada’s most international bank. With over 81,000 employees,
Scotiabank and its affiliates serve over 19 million customers in more than 55 countries around
the world. Scotiabank provides a full range of personal, commercial, corporate and investment
banking services through its network of branches located in all Canadian provinces and
territories. Outside Canada, Scotiabank has branches and offices in over 55 countries and
provides a wide range of banking and related financial services, both directly and through
subsidiary and associated banks, trust companies and other financial firms. For the fiscal year
ended October 31, 2012, Scotiabank recorded total assets of CDN$668.04 billion
(US$668.04 billion) and total deposits of CDN$463.61 billion (US$463.61 billion). Net income
for the fiscal year ended October 31, 2012 equaled CDN$6.243 billion (US$6.243 billion),
compared to CDN$5.268 billion (US$5.268 billion) for the prior fiscal year. Scotiabank has the
third highest composite credit rating among global banks by Moody’s (Aa2) and S&P (A+).
The Bank is responsible only for the information contained in this Appendix to the
Official Statement and did not participate in the preparation of, or in any way verify the
information contained in, any other part of the Official Statement. Accordingly, the Bank
assumes no responsibility for and makes no representation or warranty as to the accuracy or
completeness of information contained in any other part of the Official Statement.

The information contained in this Appendix relates to and has been obtained from
Scotiabank. The delivery of the Official Statement shall not create any implication that there has
been no change in the affairs of The Bank of Nova Scotia since the date hereof, or that the
information contained or referred to in this Appendix is correct as of any time subsequent to its
date.

4815-1127-7331.6
APPENDIX C
OFFICIAL STATEMENT DATED DECEMBER 17, 1995, AS SUPPLEMENTED BY A SUPPLEMENT TO
OFFICIAL STATEMENT DATED FEBRUARY 8, 2002
SUPPLEMENT TO OFFICIAL STATEMENT DATED DECEMBER 13, 1995
REOFFERING-NOT A NEW ISSUE RATINGS: See "RATINGS" herein.
The opinion of Chapman and Cutler delivered on December 13, 1995 stated that, subject to compliance by the
Company and the Issuer with certain covenants, under then existing law interest on the Bonds is not includible in gross
income of the Owners thereof for federal income tax purposes, except for interest on any Bond for any period during which
such Bond is owned by a person who is a substantial user of the Facilities or any person considered to be related to such
person (within the meanings of either Section 147(a) of the Internal Revenue Code of 1986, as amended, or
Section 103(b)(13) of the Internal Revenue Code of 1954, as amended), but that interest on the Bonds will be treated as an
item of tax preference in computing the alternative minimum tax for individuals and corporations. Such opinion of Bond
Counsel was also to the effect that under then existing law the State of Wyoming imposed no income taxes that would be
applicable to interest on the Bonds. Such opinions have not been updated as of the date hereof. In the opinion of Bond
Counsel to be delivered in connection with the delivery of the Letter of Credit, the delivery of the Letter of Credit will not
cause the interest on the Bonds to become includible in the gross income of the Owners thereof for federal income tax
purposes. See "TAX EXEMPTION" herein for a more complete discussion.
DELIVERY OF
CREDIT FACILITY AND REOFFERING
$24,400,000
SWEETWATER COUNTY, WYOMING
ENVIRONMENTAL IMPROVEMENT REVENUE BONDS
(PACIFICORP PROJECT)
SERIES 1995
Purchase Date: February 20, 2002 Due: November I, 2025
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made
under a Loan Agreement between the Issuer and
PACIFICORP
and from funds drawn under an irrevocable Letter of Credit (the "Letter of Credit") to be issued by
BANK ONE, NA
Under the Letter of Credit, the Trustee will be entitled to draw through February 20, 2004 (unless earlier terminated
or extended) up to an amount sufficient to pay the principal of and, up to 50 days' accrued interest on the Bonds calculated at
a maximum interest rate of 12% per annum (a) to pay the principal of and interest on the Bonds and (b) to pay the purchase
price of Bonds tendered by the Owners thereof as provided in the indenture.
The Bonds are issuable as fully registered Bonds without coupons, initially in the denomination of $100,000 and
integral multiples of $5,000 in excess thereof. Interest on the Bonds while the Bonds bear interest at Daily or Weekly Rates
will be payable monthly on each Interest Payment Date. As of the date hereof, the Bonds bear interest at a Daily Rate. The
Depository Trust Company, New York, New York ("DTC"), will continue to act as a securities depository for the Bonds.
Such Bonds will be registered in the name of Cede & Co., as registered owner and nominee of DTC, and, except for the
limited circumstances described herein, beneficial owners of interests in such Bonds will not receive certificates representing
their interests in such Bonds. Payments of principal of, and premium, if any, and interest on Bonds that bear interest at a
Daily, Weekly, Term or Flexible Rate will be made through DTC and its Participants and disbursements of such payments to
purchasers will be the responsibility of such Participants.
The Bonds are being offered solely on the basis of the Letter of Credit and the financial strength of Bank
One, NA and are not being offered on the basis of the financial strength of the Company or any other security. This
Supplement to Official Statement provides minimal information pertaining to the Company.
Certain legal matters related to the delivery of the Letter of Credit will be passed upon by Chapman and Cutler,
Bond Counsel. Certain legal matters will be passed on for Bank One, NA by Katten, Muchin Zavis, Chicago, Illinois.
Certain legal matters will be passed upon for the Company by Stoel Rives LLP, Portland, Oregon.
Price: 100%
The Bonds are reoffered, subject to prior sale and certain other conditions.
BANC ONE CAPITAL MARKETS, INC.
Remarketing Agent
February 8, 2002
No broker, dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this Supplement to Official
Statement in connection with the reoffering made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized by the Issuer,
PacifiCorp, Bank One, NA or the Remarketing Agent. Neither the delivery of this Supplement
to Official Statement nor any sale hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Issuer, Bank One, NA or
PacifiCorp since the date hereof. The Issuer has not and will not assume any responsibility as to
the accuracy or completeness of the information in this Supplement to Official Statement. No
representation is made by Bank One, NA as to the accuracy, completeness or adequacy of the
information contained in this Supplement to Official Statement, except with respect to APPENDIX
A hereto and the information under the caption "THE LETTER OF CREDIT." The Bonds are not
registered under the Securities Act of 1933, as amended. Neither the Securities and Exchange
Commission nor any other federal, state or other governmental entity has passed upon the
accuracy or adequacy of this Supplement to Official Statement.
TABLE OF CONTENTS
PAGE
GENERAL INFORMATION ...............................................................................................................1
AMENDMENTS TO THE BONDS .......................................................................................................3
THE LETTER OF CREDIT ................................................................................................................8
THE REIMBURSEMENT AGREEMENT ..............................................................................................9
AMENDMENTS TO THE LOAN AGREEMENT ...................................................................................12
AMENDMENTS TO THE INDENTURE ..............................................................................................15
REMARKETING AGENT .................................................................................................................
RATINGS ....................................................................................................................................22
TAX EXEMPTION ........................................................................................................................23
MISCELLANEOUS ........................................................................................................................24
-i-
APPENDIX A
APPENDIX B
APPENDIX C
--PacifiCorp
Bank One, NA
--Official Statement Dated December 13, 1995
-ii-
THIS PAGE INTENTIONALLY LEFT BLANK
$24,400,000
SWEETWATER COUNTY, WYOMING
ENVIRONMENTAL IMPROVEMENT REVENUE BONDS
(PACIFICORP PROJECT)
SERIES 1995
GENERAL INFORMATION
THIS SUPPLEMENT TO OFFICIAL STATEMENT (THE "SUPPLEMENT TO OFFICIAL
STATEMENT") DOES NOT CONTAIN COMPLETE DESCRIPTIONS OF DOCUMENTS AND OTHER
INFORMATION WHICH IS SET FORTH IN THE OFFICIAL STATEMENT DATED DECEMBER 13, 1995
WITH RESPECT TO THE BONDS~ A COPY OF WHICH IS ATTACHED HERETO AS APPENDIX C (THE
"ORIGINAL OFFICIAL STATEMENT" AND~ TOGETHER WITH THE SUPPLEMENT TO OFFICIAL
STATEMENT, THE "OFFICIAL STATEMENT")~ EXCEPT WHERE THERE HAS BEEN A CHANGE IN
THE DOCUMENTS OR MORE RECENT INFORMATION SINCE THE DATE OF THE ORIGINAL
OFFICIAL STATEMENT. THIS SUPPLEMENT TO OFFICIAL STATEMENT SHOULD THEREFORE BE
READ ONLY IN CONJUNCTION WITH THE ORIGINAL OFFICIAL STATEMENT~ A COPY OF WHICH
IS ATTACHED TO THIS SUPPLEMENT TO OFFICIAL STATEMENT.
This Supplement to Official Statement is provided to furnish certain information with
respect to the reoffering of the $24,400,000 outstanding principal amount of the Environmental
Improvement Revenue Bonds (PacifiCorp Project) Series 1995 (the "Bonds") issued by
Sweetwater County, Wyoming (the "Issuer").
The Bonds were issued pursuant to a Trust Indenture, dated as of November 1, 1995 (the
"Original Indenture") between the Issuer and Bank One Trust Company, NA (formerly The
First National Bank of Chicago), as Trustee (the "Trustee"). The proceeds from the sale of the
Bonds were loaned to PacifiCorp (the "Company") pursuant to the terms of a Loan Agreement
dated as of November 1, 1995 (the "Original Loan Agreement") between the Issuer and the
Company. Under the Original Loan Agreement, the Company is unconditionally obligated to
pay amounts sufficient to provide for payment of the principal of, premium, if any, and interest
on the Bonds and for payment of the purchase price of the Bonds.
The proceeds of the Bonds, together with certain other moneys of the Company, were
used for the purposes set forth in the Original Official Statement.
Effective February 20, 2002, (i) the Issuer and the Trustee entered into a First Supple-
mental Trust Indenture dated as of February 1, 2002 (the "First Supplemental Indenture" and,
together with the Original Indenture, the "Indenture") and (ii) the Issuer and the Company
entered into a First Supplemental Loan Agreement dated as of February 1, 2002 (the "First
Supplemental Loan Agreement" and, together with the Original Loan Agreement, the "'Loan
Agreement").
The First Supplemental Indenture amends the Original Indenture, and the First
Supplemental Loan Agreement amends the Original Loan Agreement, to permit, among other
things, the delivery of a letter of credit to the Trustee and amendments related to the delivery of
the Letter of Credit, including without limitation, changes to mandatory purchase of Bonds,
events of default and delivery of alternate credit facilities, which amendments are described in
this Supplement to Official Statement under the captions "AMENDMENTS TO THE BONDS,"
"AMENDMENTS TO THE INDENTURE" and "AMENDMENTS TO THE LOAN AGREEMENT."
On February 20, 2002, the Company has caused to be delivered to the Trustee, for the
benefit of the holders of the Bonds, an irrevocable direct pay letter of credit (the "Letter of
Credit") issued by Bank One, NA (together with the issuer of any Alternate Letter of Credit, the
"Bank"). Unless earlier terminated as provided therein, the Letter of Credit extends for a term
expiring on February 20, 2004. The Trustee is entitled under the Letter of Credit to draw up to
(i) the principal amount of the Bonds to enable the Trustee to pay the principal of the Bonds
when due at maturity, upon redemption or acceleration, or upon tender, if such tendered Bonds
are not remarketed, plus (ii) an amount up to 12% per annum on the principal amount of the
Bonds for a period not to exceed 50 days, to enable the Trustee to pay interest on such Bonds.
The Company has entered into a Reimbursement Agreement dated as of February 20, 2002 (the
"Reimbursement Agreement") with the Bank with respect to the Letter of Credit. For
information regarding the Letter of Credit and the Reimbursement Agreement, see "THE LETTER
OF CREDrr" and "THE REIMBURSEMENT AGREEMENT."
The Bonds are limited and not general obligations of the Issuer payable solely from
the revenues and amounts derived under the Loan Agreement and pledged under the
Indenture consisting of all amounts payable from time to time by the Company in respect
of the indebtedness under the Agreement and all receipts of the Trustee credited under the
provisions of the Indenture against said amounts payable, including all moneys drawn by
the Trustee under the Letter of Credit or an Alternate Credit Facility. No Owner of any
Bond issued pursuant to the Sections 15-1-701 to 15-1-710, inclusive, of the Wyoming
Statutes (1977), as amended (the "Act"), has the right to compel any exercise of the taxing
power of the Issuer to pay the Bonds, or the interest or premium, if any, thereon. The
Bonds shall not constitute an indebtedness or a general obligation of the Issuer or a loan of
credit thereof within the meaning of any constitutional or statutory provision, nor shall any
of the Bonds constitute or give rise to a pecuniary liability of the Issuer or a charge against
its general credit or taxing powers.
During the Daily and Weekly Rate periods, the Trustee will be entitled to draw under the
Letter of Credit up to (a) an amount equal to the principal amount of the Bonds to be used (i) to
pay the principal of the Bonds, (ii) to enable the Trustee to pay the portion of the purchase price
equal to the principal amount of the Bonds delivered or deemed delivered to it for purchase and
not remarketed by the Remarketing Agent, and (iii)to enable the Company to purchase the
Bonds in lieu of redemption under certain circumstances, plus (b) an amount equal to 50 days'
accrued interest on the Bonds (calculated at an assumed maximum rate of 12% per annum) (i) to
pay interest on the Bonds or (ii) to enable the Trustee to pay the portion of the purchase price of
the Bonds properly delivered for purchase equal to the accrued interest, if any, on the purchased
Bonds.
-2-
The Letter of Credit constitutes the Initial Letter of Credit (defined below) under the
Indenture. At any time, the Company may, at its option, provide for the delivery to the Trustee
of an Altemate Credit Facility to replace the Letter of Credit or provide for the termination of the
Letter of Credit or any other Alternate Credit Facility then in effect.
Brief descriptions of the Issuer, the Bonds, the Letter of Credit, the Loan Agreement and
the Indenture are included in this Supplement to Official Statement, including the Original
Official Statement attached as APPENDIX C hereto. Information regarding the business,
properties and financial condition of the Company is included in APPENDIX A attached hereto. A
brief description of Bank One is included as APPENDIX B hereto. The descriptions herein of the
Loan Agreement, the Indenture and the Letter of Credit are qualified in their entirety by
reference to such documents, and the descriptions herein of the Bonds are qualified in their
entirety by reference to the form thereof and the information with respect thereto included in the
aforesaid documents. All such descriptions are further qualified in their entirety by reference to
laws and principles of equity relating to or affecting the enforcement of creditors' rights
generally. Copies of such documents may be obtained from the principal corporate trust office
of the Trustee in Chicago, Illinois and at the principal offices of the Remarketing Agent in
Chicago, Illinois.
AMENDMENTS TO THE BONDS
The following is a summary of certain additional provisions of the Bonds. Reference is
made to the Bonds and the Indenture, as supplemented by the First Supplemental Indenture, in
its entirety for the detailed provisions thereof
Certain Definitions
"Alternate Credit Facility" means a credit facility provided in accordance with the Loan
Agreement (other than the Initial Letter of Credit or a Substitute Letter of Credit), including,
without limitation, a letter of credit of a commercial bank or a credit facility from a financial
institution, including an insurance policy, or a combination thereof, the terms of which shall in
all material respects be the same as the aforesaid Initial Letter of Credit and the administration
provisions of which are acceptable to the Trustee, or any other credit agreement or mechanism
arranged by the Company (which may involve a letter of credit or other credit facility or an
insurance policy), the terms of which need not in all material respects be the same as the
aforesaid Initial Letter of Credit, but the administration provisions of which are acceptable to the
Trustee, which provides security for payment of the principal of and interest on the Bonds when
due and for payment of the purchase price of Bonds delivered to the Trustee. An Alternate
Credit Facility may have an expiration date earlier than the maturity of the Bonds, but in no
event shall such Alternate Credit Facility have an expiration date earlier than six months from
the date of its delivery.
"Available Moneys" shall mean (a) during any period the Letter of Credit is in effect:
(1) proceeds from the remarketing of any Bond or beneficial interests therein required to be
purchased pursuant to the Indenture, to any person other than the Issuer, the Company or any
"insider" (as defined in the Bankruptcy Code) of the Issuer or the Company; (2) moneys derived
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from any draw on the Letter of Credit; (3) any other moneys or securities, if there is delivered to
the Trustee an opinion of an attorney-at-law, duly admitted to practice before the highest court of
the jurisdiction in which such attorney maintains an office, who is not a full-time employee of
the Company, the Bank, the Issuer or the Remarketing Agent, having expertise in bankruptcy
matters (who, for purposes of such opinion, may assume that no Bondholder is an "insider," as
defined in the Bankruptcy Code) to the effect that the use of such moneys or securities to pay the
principal or purchase price of, premium, if any, or interest on the Bonds would not be avoidable
as a preferential payment under Section 547 of the Bankruptcy Code recoverable under
Section 550 of the Bankruptcy Code should the Company become a debtor in a proceeding
commenced thereunder, which opinion shall also be addressed to and acceptable to any Rating
Agency then rating the Bonds; and (4) eamings derived from the investment of any of the
foregoing; and (b) during any period no Letter of Credit is in effect, any moneys held by the
Trustee under the Indenture.
"Bank" shall mean the entity issuing the Letter of Credit, if any, then in effect, and its
successors in such capacity and their assigns; or if a Substitute Letter of Credit is issued, the
issuer thereof, and its successors in such capacity and their assigns. The initial Bank shall be
Bank One, NA. All references to "Bank" shall be of no effect at any time that no Letter of Credit
secures the Bonds, except with respect to rights of any Bank established under the Indenture
which do not, by their terms, expire upon the expiration of the Letter of Credit issued by such
Bank.
"Expiration of the Term of the Letter of Credit" means the expiration or termination of
the Letter of Credit, including any extensions thereof, in effect with respect to the Bonds without
provision being made in accordance with the Loan Agreement for the delivery of an Alternate
Credit Facility or a Substitute Letter of Credit.
"'Expiration of the Term of the Alternate Credit Facility" means the expiration or
termination of any Alternate Credit Facility, including any extensions thereof, in effect with
respect to the Bonds without provision being made in accordance with the Loan Agreement for
the delivery of an Alternate Credit Facility.
"Initial Letter of Credit" shall mean the Letter of Credit delivered on the Initial Letter of
Credit Delivery Date by Bank One, NA with respect to the Bonds, as extended or amended from
time to time.
"Initial Letter of Credit Delivery Date" shall mean February 20, 2002, the date on which
the Initial Letter of Credit is issued and delivered.
"Interest Component" shall mean the maximum amount stated in the Letter of Credit or
an Alternate Credit Facility, as the case may be (as reduced and reinstated from time to time in
accordance with the terms thereof), which may be drawn upon with respect to payment of
accrued interest or the portion of the purchase price of Bonds delivered pursuant to the Indenture
corresponding to interest accrued on the Bonds on or prior to the stated maturity thereof.
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"Interest Coverage Period" means the number of days specified in the Letter of Credit or
an Alternate Credit Facility, as the case may be, which is used to determine the Interest
Component.
"Interest Coverage Rate" means the rate specified in the Letter of Credit or an Alternate
Credit Facility, as the case may be, which is used to determine the interest Component.
"Letter of Credit" means the Initial Letter of Credit or, in the event of the delivery of a
Substitute Letter of Credit, "Letter of Credit" shall, unless the context otherwise requires, mean
such Substitute Letter of Credit, in each case as extended or amended from time to time. All
references to the "Letter of Credit" shall be of no effect at any time that no Letter of Credit
supports the Bonds, except with respect to rights of any Bank created under the Indenture which
do not, by their terms, expire upon the termination of the Letter of Credit issued by the
applicable Bank.
"Maximum Rate" shall mean the rate per annum equal to the lesser of (a) 18% per
annum, or (b) if a Letter of Credit is then in effect, the Interest Coverage Rate.
"Obligor on the Alternate Credit Facility" means the entity obligated to make payments
under any Alternate Credit Facility. "Principal Office of the Obligor on the Alternate Credit
Facility" means the office specified in the Alternate Credit Facility or such other offices
designated as such by the Obligor on the Alternate Credit Facility in writing to the Trustee, the
Issuer, the Registrar, the Company and the Remarketing Agent.
"Reimbursement Agreement" shall mean initially, the Reimbursement Agreement dated
as of February 20, 2002 between the Company and the Bank, as amended or otherwise modified
from time to time, and if a Substitute Letter of Credit or Alternate Credit Facility is provided,
"Reimbursement Agreement" shall mean the agreement pursuant to which such Substitute Letter
of Credit or Alternate Credit Facility is provided. All references to "Reimbursement Agreement"
shall be of no effect at any time that no Letter of Credit or Alternate Credit Facility is issued and
secures the Bonds, except with respect to rights of any Bank which do not, by their terms, expire
upon the expiration of the Letter of Credit issued by such Bank.
"Remarketing Agent" means the Person serving as Remarketing Agent from time to time
under the Indenture.
"Substitute Letter of Credit" means a Letter of Credit provided in accordance with the
Loan Agreement in substitution for the irrevocable letter of credit issued by the Bank to the
Trustee pursuant to the terms of the Reimbursement Agreement, as extended from time to time,
which is issued by the same Bank which issued the Letter of Credit in substitution for which the
Substitute Letter of Credit is to be provided and which is identical to the Letter of Credit in
substitution for which the Substitute Letter of Credit is to be provided, except for:
(i)An increase or decrease in the Interest Coverage Rate; or
(ii)An increase or decrease in the Interest Coverage Period; or
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(iii) Any combination of (i) and (ii).
Rate Periods
In addition to the notice requirements set forth in the Original Official Statement
adjustments to Rate Periods require notice to the Bank, if any.
Mandatory Purchase
The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the
principal amount thereof, plus accrued interest to the purchase date described below, upon the
occurrence of any of the events stated below:
(a) as to any Bond, on the effective date of any change in a Rate Period, other
than the effective date of a Term Interest Rate Period which was preceded by a Term
Interest Rate Period of the same duration;
(b) as to each Bond in a Flexible Interest Rate Period, on the day next
succeeding the last day of any Flexible Segment with respect to such Bond;
(c) on the second Business Day prior to the stated expiration date of the Letter
of Credit or Alternate Credit Facility if the Trustee has not received at least twenty (20)
days prior to such Business Day an extension of the then-existing Letter of Credit or an
Alternate Credit Facility or on the second Business Day prior to the termination of the
Letter of Credit or an Alternate Credit Facility; and
(d) on the first Business Day prior to the date of the delivery of an Alternate
Credit Facility or a Substitute Letter of Credit pursuant to the Loan Agreement.
Not later than 20 days prior to a mandatory purchase date described in clauses, (c) or (d)
above, the Trustee shall mail notice to all Bondholders, the Remarketing Agent, the Bank, and
the Company stating that (1) due to the occurrence of one of the events described above (which
event shall be specified), the Bonds (and the beneficial interests therein) will be subject to
mandatory purchase on the mandatory purchase date (which date shall be specified), and (2) that
all Bonds and the beneficial interests therein shall be deemed to have been so purchased at the
purchase price on the purchase date; provided Available Moneys in sufficient amount for such
purpose are then on deposit with the Trustee and/or the Remarketing Agent. If Available
Moneys are on deposit as aforesaid, such Bonds shall no longer be considered to be Outstanding
for purposes of the Indenture and, in such event, shall no longer be entitled to the benefits of the
Indenture, except for the payment of the purchase price thereof (and no interest shall accrue
thereon subsequent to the mandatory purchase date). Transfers of beneficial ownership interests
will be effected by the Securities Depository in accordance with its rules and procedures. Notice
of mandatory purchase described in clause (a) and (b) above shall be given as part of the notice
of adjustment referenced in the Indenture, as applicable. No failure on the part of the Trustee to
give such notice shall affect the requirement that Bonds be purchased on the mandatory purchase
date.
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When Bonds are subject to redemption pursuant to paragraph (c) under the caption of
"THE BONDS--Optional Redemption of Bonds," in the Original Official Statement, the Bonds
are also subject to mandatory purchase on a day that the Bonds would be subject to redemption,
at a purchase price equal to 100% of the principal amount thereof plus an amount equal to any
premium which would have been payable on such redemption date had the Bonds been redeemed
if the Company gives notice to the Trustee on the day prior to the redemption date that it elects to
have the Bonds purchased in lieu of redemption. If the Bonds are purchased on or prior to the
Record Date, the purchase price shall include accrued interest from the Interest Payment Date
next preceding the date of purchase to the date of purchase (unless the date of purchase shall be
an Interest Payment Date, in which case the purchase price shall be equal to the amount specified
in the preceding sentence). If the Bonds are purchased after the Record Date, the purchase price
shall not include accrued interest.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF MANDATORY
PURCHASE OF BONDS SHALL BE GIVEN BY THE TRUSTEE TO DTC ONLY, AND NEITHER THE ISSUER,
THE TRUSTEE, THE COMPANY NOR THE REMARKETING AGENT SHALL HAVE ANY RESPONSIBILITY
FOR THE DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY
ANY DIRECT PARTICIPANTS TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY DIRECT
PARTICIPANTS OR INDIRECT PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG
AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE REQUIREMENT FOR PHYSICAL DELIVERY OF
THE BONDS IN CONNECTION WITH ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED
ABOVE SHALL BE DEEMED SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE
TRANSFERRED BY DIRECT PARTICIPANTS ON THE RECORDS OF DTC. SEE THE ORIGINAL OFFICIAL
STATEMENT, "THE BONDS--Book-Entry System."
Purchase of Bonds
On the date on which Bonds are delivered to the Trustee for purchase as specified above
under "--Mandatory Purchase" or in the Original Official Statement under "THE BONDS--
Optional Purchase," the Trustee shall pay the purchase price of such Bonds, but solely from the
following sources in the order of priority indicated, and the Trustee has no obligation to use
funds from any other source:
(a) proceeds from the remarketing, excluding any proceeds of the remarketing
that were received from the Issuer or the Company and sale of such Bonds pursuant to the
Indenture;
(b) moneys drawn under the Letter of Credit or Alternate Credit Facility in
accordance with the Indenture;
(c) moneys furnished by the Trustee upon defeasance of such Bonds, such
moneys to be applied only to the purchase of Bonds which are deemed to be defeased;
and
(d) any other moneys furnished by the Company to the Trustee for purchase
of the Bonds;
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provided, however, that funds for the payment of the purchase price of defeased Bonds shall be
paid from Available Moneys.
Redemption of Bonds-General
The Bonds are subject to redemption if and to the extent the Company is entitled or
required to make and makes a prepayment pursuant to the Loan Agreement, and only with the
written consent of the Bank.
THE LETTER OF CREDIT
The following is a brief summary of certain provisions of the Letter of Credit. This
summary is not a complete recital of the terms of the Letter of Credit and reference is made to
the Letter of Credit in its entirety.
The Letter of Credit will be issued pursuant to the Reimbursement Agreement. The
Letter of Credit expires on February 20, 2004 (the "Scheduled Expiration Date") unless earlier
terminated or extended in accordance with its terms.
The Letter of Credit will be an irrevocable direct pay obligation of Bank One to pay to
the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount equal to
the outstanding principal amount of the Bonds to be used (i) to pay the principal of the Bonds,
(ii) to enable the Trustee to pay the portion of the purchase price equal to 100% of the principal
amount of Bonds delivered or deemed delivered to it for purchase and not remarketed by the
Remarketing Agent or (iii) to enable the Company to purchase Bonds in lieu of redemption
under certain circumstances, plus (b) an amount equal to 50 days' accrued interest on the Bonds
(calculated at a rate of 12% per annum and on the basis of a year of 365 days), to be used (i) to
pay interest on the Bonds or (ii) to enable the Trustee to pay the portion of the purchase price of
Bonds properly delivered for purchase equal to the accrued interest, if any, on such Bonds. The
Scheduled Expiration Date of the Letter of Credit may, in the sole discretion of Bank One, be
extended.
Bank One's obligation under the Letter of Credit will be reduced to the extent of any
drawings thereunder. However, with respect to a drawing by the Trustee to enable the Trustee to
pay the purchase price of Bonds delivered for purchase and not remarketed by the Remarketing
Agent, such amounts shall be immediately reinstated upon Bank One's receipt of notice from the
Trustee of the reimbursement of such amount. With respect to a drawing by the Trustee for the
payment of interest on the Bonds, the amount that may be drawn under the Letter of Credit will
be automatically reinstated to the extent of such drawing as of the tenth Business Day following
such drawing unless Bank One shall have notified the Trustee within nine Business Days after
such drawing that the Company has failed to reimburse Bank One or to cause Bank One to be
reimbursed for such drawing.
Upon an acceleration of the maturity of the Bonds due to an event of default under the
Indenture, the Trustee will be entitled to draw on the Letter of Credit, if it is then in effect, to the
extent of the aggregate principal amount of the Bonds outstanding, plus up to 50 days' interest
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accrued and unpaid on the Bonds, less amounts paid in respect of principal or interest for which
the initial Letter of Credit has not been reinstated as described above.
The Letter of Credit shall expire (the "Expiration Date") upon the earliest of (i) Bank
One honoring the final payment drawing presented under the Letter of Credit, (ii) the close of
business on the date on which the Trustee receives an Substitute Letter of Credit or Alternate
Credit Facility (as described in the Indenture) in substitution for the Letter of Credit or when the
Trustee surrenders the Letter of Credit to the Bank for cancellation, (iii) the close of business on
the date on which Bank One receives written notice from the Trustee that there are no longer any
Bonds "Outstanding" within the meaning of the indenture, and (iv) at the close of business on
the Scheduled Expiration Date, unless extended by the Bank in its sole discretion.
THE REIMBURSEMENT AGREEMENT
The following is a summary of certain provisions of the Reimbursement Agreement,
pursuant to which the Letter of Credit will be issued, and the Pledge Agreement. This summary
should not be regarded as a full description of the documents themselves or of the portions
summarized. Reference is made to the Reimbursement Agreement and the Pledge Agreement,
copies of which are on file at the principal corporate trust office of the Trustee in Chicago,
Illinois for a complete statement of the provisions thereof Any subsequent Reimbursement
Agreement pursuant to which an Alternate Credit Facility or Substitute Letter of Credit is issued
may have terms substantially different from those of the Reimbursement Agreement. Capitalized
terms used in this summary and not defined herein or in the Indenture shall have the meanings
ascribed thereto in the Reimbursement Agreement.
General
The Company agrees to reimburse the Bank for any drawings under the Initial Letter of
Credit. Liquidity Drawings must be immediately reimbursed by the Company.
The Company agrees to pay the Bank, among other fees, a nonrefundable drawing fee
and an annual letter of credit fee for providing the Initial Letter of Credit. The Company also
agrees to pay the Bank amounts necessary to compensate the Bank for increases in costs or
reductions in expected return due to certain future changes in legal or regulatory requirements.
No later than 60 days (and no earlier than 105 days) immediately preceding each
February 20, commencing February 20, 2003, the Company may request the Bank in writing to
extend for one year the Expiration Date of the Letter of Credit. No later than 45 days from the
date on which the Bank shall have received notice from the Company, the Bank shall notify the
Company of its consent or nonconsent to the extension request. The Bank may from time to
time, determine, in its sole discretion, whether or not to extend the term of the Initial Letter of
Credit.
-9-
Covenants
The Reimbursement Agreement includes a number of requirements and prohibitions with
which the Company must comply. These include, among others, certain financial and other
reporting requirements; preservation of its corporate existence, and maintenance of the
Company's properties and insurance; prohibitions against or limitations on encumbering the
Company's property, transferring or disposing of the Company's property, mergers or
consolidations involving the Company, and incurring additional indebtedness; and certain
financial covenants.
Events of Defaults and Remedies
Each of the following events will constitute an "Event of Default" under the
Reimbursement Agreement:
(a)the Company shall fail to pay when due any amount paid by the Bank
under the Letter of Credit or any principal of any Tender Advance (as
defined in the Reimbursement Agreement) or shall fail to pay, within five
days of the due date thereof, any interest or any fees payable under the
Reimbursement Agreement;
(b)the Company shall fail to pay any other amount claimed by the Bank
under the Reimbursement Agreement within five days of the due date
thereof, unless (i) such claim is disputed in good faith by the Company,
(ii) such unpaid claim does not exceed $25,000, and (iii) the aggregate of
all such unpaid claimed amounts does not exceed $75,000;
(c)any representation or warranty made by the Company in the
Reimbursement Agreement, in the Pledge Agreement (as defined by the
Reimbursement Agreement) or in any certificate, financial or other
statement furnished by the Company pursuant to the Reimbursement
Agreement or the Pledge Agreement shall prove to have been incorrect in
any material respect when made or deemed made;
(d)for any reason (other than release by the Bank), the Pledge Agreement
shall cease to be in full force and effect or to constitute a first and prior
lien on all Bonds pledged pursuant to the Pledge Agreement or if the
Company shall not be liable under the Pledge Agreement or shall so
assert;
(e)the Company shall fail to perform or observe any of the negative
covenants contained in the Reimbursement Agreement, or the Company
shall fail to perform or observe any other term, covenant or agreement
contained in the Reimbursement Agreement or the Pledge Agreement and
any such failure shall remain unremedied for 15 days after written notice
thereof shall have been given to the Company by the Bank;
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(t3 any material provision of the Reimbursement Agreement or the Pledge
Agreement shall at any time for any reason cease to be valid and binding
on the Company, or shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by the Company or any
Governmental Authority (as defined by the Reimbursement Agreement) or
the Company shall deny that it has any or further liability or obligation
under the Reimbursement Agreement or the Pledge Agreement;
(g)the Company shall fail to make any payment in respect of any Material
Debt (as defined by the Reimbursement Agreement) or Material Hedging
Obligations (as defined by the Reimbursement Agreement) when due or
within any applicable grace period;
(h)any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of
such Material Debt or any Person acting on such holder's behalf to
accelerate the maturity thereof;
(i)certain events of bankruptcy, insolvency, dissolution or related
occurrences with respect to the Company;
a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and shall continue unsatisfied and
unstayed for a period of 30 days; or
(k)the occurrence of an event of default as defined in any Operative
Document (as defined by the Reimbursement Agreement).
Upon the occurrence of an Event of Default under the Reimbursement Agreement, and after
giving notice to the Company, the Bank may, in its sole discretion, but shall not be obligated to
exercise any of the following remedies:
(a)by notice to the Company declare all Tender Advances and all interest
accrued thereon and all other amounts due under the Reimbursement
Agreement immediately due and payable and, upon such declaration, the
same shall become and be immediately due and payable (provided that,
upon the occurrence of any Event of Default under (i) above, all such
amounts shall automatically become and be immediately due and payable)
without diligence, presentment, demand, protest or other notice of any
kind, all of which are waived by the Company;
(b)give written notice to the Trustee as contemplated by the Indenture, that an
Event of Default has occurred;
(c)by notice sent to the Company, require the immediate deposit of cash
collateral in an amount equal to the Letter of Credit Amount (as defined in
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the Reimbursement Agreement) and all unpaid Tender Advances, and the
same shall thereupon become and be immediately due and payable by the
Company; provided, however, that the Bank shall cause such cash
collateral to be deposited in a separate account which shall not be debited
to make any payment with respect to a draw under the Letter of Credit; or
(d)pursue all remedies available to it at law, by contract, at equity or
otherwise.
An Event of Default under the Reimbursement Agreement, including an Event of Default
with respect to the financial covenants of the Company, could result in the principal and accrued
interest on the Bonds being declared due and payable immediately.
Amendments
The Reimbursement Agreement is subject to amendment by an instrument in writing at
any time signed by the parties thereto without notice to or the consent of the Trustee, the Issuer
or the Bondholders.
AMENDMENTS TO THE LOAN AGREEMENT
The following is a summary of certain provisions added to the Loan Agreement, which
relate to the addition of a Letter of Credit and the subsequent provision of an Alternate Credit
Facility or a Substitute Letter of Credit. Reference is hereby made to the Loan Agreement, as
supplemented by the First Supplemental Loan Agreement, in its entirety for the detailed
provisions thereof
(a) The Company may at any time (with notice to the Bank or the Obligor on the
Alternate Credit Facility, as the case may be), at its option (i) provide for the delivery to the
Trustee on any Business Day (as defined in the Original Official Statement) of an Alternate
Credit Facility or (ii) terminate the Letter of Credit or any Alternate Credit Facility then in effect,
but only (except as otherwise provided in subsections (b) or (c) below) if the Company shall, on
the date of delivery of the Alternate Credit Facility (which shall be the effective date thereof) or
on the date of termination of the Letter of Credit or Alternate Credit Facility, simultaneously
deliver to the Trustee (which delivery must occur prior to 9:30 a.m., New York, New York time
on such date, unless a later time on such date shall be acceptable to the Trustee):
(1) an opinion of Bond Counsel stating that the delivery of such Alternate
Credit Facility or the termination of the Letter of Credit or the Alternate Credit Facility
(i) is authorized under the Loan Agreement and complies with the terms thereof, and
(ii) will not impair the validity under the Act of the Bonds or will not cause the interest
on the Bonds to become includible in the gross income of the Owners thereof for federal
income tax purposes;
(2) a certificate of an Authorized Company Representative as to whether the
Bonds are then rated by either Moody's or S&P, or both; and
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(3) 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 proposed Alternate Credit Facility or has reviewed the
proposed termination of the Letter of Credit or Alternate Credit Facility, as the case may
be, and that the delivery of the proposed Alternate Credit Facility or the termination of
the Letter of Credit or the Alternate Credit Facility will not, by itself, result in a
reduction, suspension or withdrawal of its rating or ratings of the Bonds.
(b) In lieu of satisfying the requirements of subsection (a) above, the Company may, at
any time, at its option:
(1) provide for the delivery on any Business Day to the Trustee of an
Alternate Credit Facility, but only provided that
(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states (x) the effective date of the Alternate Credit Facility to
be so provided, and (y) the termination date of the Letter of Credit or Alternate
Credit Facility which is to terminate (which termination date shall not be prior to
the effective date of the Alternate Credit Facility to be so provided), (B) describes
the terms of the Alternate Credit Facility, (C) directs the Trustee to give notice of
mandatory purchase no later than 20 days prior to the mandatory purchase date
provided in the Indenture (which mandatory purchase date shall be not less than
30 days from the date of receipt by the Trustee of the notice from the Company
specified above), in accordance with the Indenture, and (D) directs the Trustee,
after taking such actions as are required to be taken to provide moneys due under
the Indenture in respect of the Bonds or the purchase thereof, to surrender the
Letter of Credit or Alternate Credit Facility, as the case may be, which is to
terminate, to the obligor thereon on the next Business Day after the later of the
effective date of the Altemate Credit Facility to be provided and the termination
date of the Letter of Credit or Altemate Credit Facility which is to terminate and
thereupon to deliver any and all instruments which may be reasonably requested
by such obligor and furnished to the Trustee (but such surrender shall occur only
if the requirement of (ii) below has been satisfied); and
(ii) on the date of delivery of the Alternate Credit Facility (which shall
be the effective date thereof), the Company shall furnish to the Trustee
simultaneously with such delivery of the Alternate Credit Facility (which delivery
must occur prior to 9:30 a.m., New York, New York time, on such date, unless a
later time on such date shall be acceptable to the Trustee) an opinion of Bond
Counsel satisfying the requirement of clause (1) of subsection (a) above; or
(2) provide for the termination on any Business Day of the Letter of Credit or
any Alternate Credit Facility then in effect, but only provided that:
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(i) the Company shall deliver to the Trustee, the Remarketing Agent
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
a notice which (A) states the termination date of the Letter of Credit or Alternate
Credit Facility which is to terminate, (B)directs the Trustee to give notice of
mandatory purchase, in whole, no later than 20 days prior to the mandatory
purchase date provided in the Indenture (which mandatory purchase date shall be
not less than 30 days from the date of receipt by the Trustee of the notice from the
Company specified above), in accordance with the Indenture, and (C) directs the
Trustee, after taking such actions as are required to be taken to provide moneys
due under the Indenture in respect of the Bonds or the purchase thereof, to
surrender the Letter of Credit or Alternate Credit Facility, as the case may be,
which is to terminate, to the obligor thereon on the next Business Day after the
termination date of the Letter of Credit or Alternate Credit Facility to be
terminated and to thereupon deliver any and all instruments which may be
reasonably requested by such obligor and furnished to the Trustee (but such
surrender shall occur only if the requirement of (ii) below has been satisfied); and
(ii) on the Business Day next preceding the date of termination of the
Letter of Credit or the Alternate Credit Facility, the Company shall furnish to the
Trustee (prior to 9:30 a.m., New York, 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 satisfying the requirement of clause (1) of subsection (a)
above.
(c) After the Interest Payment Date next preceding (x) the Expiration of the term of the
Letter of Credit or (y) the Expiration of the term of an Alternate Credit Facility, the Company
may at any time, but is not obligated to, provide an Alternate Credit Facility, without complying
with the requirements of subsection (a) or (b) above, except that the Company shall:
(1) direct the Trustee to give a notice (in the form furnished to the Trustee by
the Company) to the Owners of the Bonds regarding the Alternate Credit Facility; and
(2) on the date of delivery to the Trustee of such Alternate Credit Facility,
furnish to the Trustee (prior to 9:30 a.m., New York, New York time, on such date,
unless a later time on such date shall be acceptable to the Trustee) an opinion of Bond
Counsel satisfying the requirement of clause (1) of subsection (a) above.
(d) The Company may, at its election, (i) but only with the written consent of the Bank,
provide for one or more extensions of the Letter of Credit, or (ii) but only with the written
consent of the Obligor on the Alternate Credit Facility, provide for one or more extensions of an
Alternate Credit Facility, as the case may be, for any period commencing after its then current
expiration date.
(e) The Company may, at its option, but only upon compliance with the provisions of
this subsection (e), at any time provide for the delivery to the Trustee of a Substitute Letter of
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Credit. Anything in the Loan Agreement or the Indenture to the contrary notwithstanding, no
Substitute Letter of Credit may be delivered which:
(1) so long as the Bonds bear interest at Flexible Interest Rates, reduces the
Interest Coverage Period to a period shorter than 285 days (during such time as Flexible
Interest Rate Periods can be from one to not more than 270 days) or 380 days (during
such time as Flexible Interest Rate Periods can be from one to 365 days);
(2) so long as the interest rate borne by the Bonds is a Daily Interest Rate or a
Weekly Interest Rate, reduces the Interest Coverage Period to a period shorter than 50
days;
(3) so long as the interest rate borne by the Bonds is a Term Interest Rate,
reduces the Interest Coverage Period to a period shorter than 208 days; or
(4) decreases the Interest Coverage Rate below 12%.
An Interest Coverage Period of a shorter period than required by clauses (1), (2) or (3) of
subsection (e) is permissible if the Company receives confirmation in writing 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) that
the shorter Interest Coverage Period will not result in a withdrawal or lowering of any rating on
the Bonds from that which would otherwise accrue from a longer Interest Coverage Period.
The Company may, at its option, but only upon compliance with subsection (e), at any
time direct in writing the Trustee and the Remarketing Agent to allow the selection of Flexible
Interest Rate Periods of from one to 365 days or from one to no more than 270 days, but only if
(for such time as Flexible Interest Rate Periods can be from one to 365 days) the Company
provides for the delivery to the Trustee of a Substitute Letter of Credit which increases the
Interest Coverage Period to 380 days.
AMENDMENTS TO THE INDENTURE
The following is a summary of certain additional provisions of the Indenture. Reference
is hereby made to the Indenture, as supplemented by the First Supplemental Indenture in its
entirety for the detailed provisions thereof
Bond Fund
There is created under the Indenture a Bond Fund to be held by the Trustee and therein
established a Principal Account and an Interest Account. The Trustee is to deposit into the
Principal Account of the Bond Fund (i) payments made by the Company pursuant to the Loan
Agreement in respect of principal of or premium payable on the Bonds, (ii) all monies drawn by
the Trustee under the Letter of Credit or Alternate Credit Facility to pay principal, premium, if
any, (but only to extent the Letter of Credit or Alternate Credit Facility covers premium) or the
redemption price payable on the Bonds when due; and (iii) any other moneys required by the
Indenture or the Loan Agreement to be deposited into the Principal Account of the Bond Fund.
-15-
The Trustee is to keep separate moneys drawn under the Letter of Credit or an Alternate Credit
Facility, as the case may be, in the Letter of Credit Subaccount of the Principal Account and
shall not commingle such moneys with other moneys in the Principal Account. In the event that
separate Principal Accounts have been created in accordance with the Indenture, the Trustee
shall keep all moneys, including remarketing proceeds and moneys drawn under the Letter of
Credit or Alternate Credit Facility, as the case may be, deposited with respect to Bonds in a
certain Rate Period separate from moneys deposited with respect to Bonds in a different Rate
Period.
The Trustee is to deposit into the Interest Account of the Bond Fund (i) payments made
by the Company pursuant to the Loan Agreement in respect of interest on the Bonds, (ii) all
monies drawn by the Trustee under the Letter of Credit or Alternate Credit Facility to pay
interest on the Bonds when due; and (iii) any other moneys required by the Indenture or the Loan
Agreement to be deposited into the Interest Account of the Bond Fund. The Trustee is to keep
separate moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may
be, in the Letter of Credit Subaccount of the Interest Account and shall not commingle such
moneys with other moneys in the Interest Account. In the event that separate Interest Accounts
have been created in accordance with the Indenture, the Trustee shall keep all moneys, including
remarketing proceeds and moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, deposited with respect to Bonds in a certain Rate Period separate from
moneys deposited with respect to Bonds in a different Rate Period.
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 will be used solely for the payment of the principal of, and premium, if any,
and interest on, the Bonds as the same shall become due and payable at maturity, upon
redemption or upon acceleration of maturity, subject to the prior claim of the Trustee, to the
extent described in the Original Official Statement under the caption "THE INDENTURE--Pledge
and Security."
Payment of Principal, Premium and Interest
Prior to 1:30 p.m., on the Business Day preceding each Interest Payment Date and each
date on which principal shall be due and payable on the Bonds, whether at maturity, upon
redemption or upon acceleration, the Trustee shall draw under the Letter of Credit or Alternate
Credit Facility (if then in effect), an amount equal to the principal of, premium, if any (if the
Letter of Credit or Alternate Credit Facility then covers premium) and interest due and payable
on the Bonds (other than Pledged Bonds and Bonds held by the Company) on such payment
date. Such drawing shall be made in a timely manner under the terms of the Letter of Credit or
Alternate Credit Facility in order that the Trustee may realize funds thereunder in sufficient time
to pay Bondholders on the payment date as provided in the Indenture. When the Bonds are in a
Book-Entry System, such payment shall be made to the Securities Depository Nominee by the
time required by the Securities Depository. All amounts derived by the Trustee with respect to
the Letter of Credit or Alternate Credit Facility shall be deposited in the appropriate account of
the Bond Fund upon receipt thereof by the Trustee. If no Letter of Credit or Alternate Credit
Facility is then in effect, the Trustee shall receive from the Company pursuant to the Loan
-16-
Agreement the full amount of principal of, premium, if any, and interest due on, the Bonds on
that date.
The Trustee shall, upon written notice of a failed remarketing from the Remarketing
Agent, pursuant to the Indenture, draw moneys under the Letter of Credit or Alternate Credit
Facility, as the case may be, in accordance with the Indenture and in accordance with its terms to
ensure timely payment thereof to the extent necessary to pay to the Remarketing Agent of the
Trustee the purchase price of Bonds delivered or deemed to be delivered to the Remarketing
Agent or the Trustee as described under the captions of "AMENDMENTS TO THE BONDS--
Mandatory Purchase," herein and "THE BONDS--Optional Redemption of Bonds," in the
Original Official Statement.
The Trustee shall only draw upon a Letter of Credit or an Alternate Credit Facility, as the
case may be, for Bonds in a Rate Period with respect to which such Bonds are subject to said
Letter of Credit or Alternate Credit Facility, as the case may be.
The Trustee is authorized to withdraw sufficient funds from the Bond Fund to pay the
principal of, premium, if any, and interest on, the Bonds as the same become due and payable.
In the event of a default under the Letter of Credit or Alternate Credit Facility, or at such time as
no Letter of Credit or Alternate Credit Facility secures the Bonds, the Trustee shall use all
moneys then on deposit in the Bond Fund to pay principal of, premium, if any, and interest on,
the Bonds.
Letter of Credit; Substitute Letter of Credit
The initial Letter of Credit is to be delivered to the Trustee on the Initial Letter of Credit
Delivery Date.
The Company may at any time substitute a Substitute Letter of Credit or Alternate Credit
Facility for an existing Letter of Credit, subject to the limitations set forth in the Loan
Agreement.
If at any time there shall have been delivered to the Trustee a Substitute Letter of Credit
or an Alternate Credit Facility, together with any other documents and opinions required by the
Loan Agreement, then the Trustee is required to accept such Substitute Letter of Credit or
Alternate Credit Facility and promptly surrender the previously held Letter of Credit to the issuer
thereof, in accordance with the terms thereof for cancellation. If at any time there shall cease to
be any Bonds Outstanding under the Indenture, or if the Letter of Credit or Alternate Credit
Facility expires in accordance with its terms, the Trustee is required to surrender the Letter of
Credit or Alternate Credit Facility to the Bank, in accordance with the terms thereof, for
cancellation. The Trustee is required to comply with the procedures set forth in the Letter of
Credit or Alternate Credit Facility relating to the termination thereof.
Upon the payment of a portion of the principal amount of the Bonds, the Trustee is
required to take such steps as are permitted under the Letter of Credit or Alternate Credit Facility
-17-
to reduce the stated amount of the Letter of Credit or Alternate Credit Facility in accordance with
the terms thereof.
Defaults
Each of the following events will constitute an "Event of Default" under the Indenture:
(a) a failure to pay the principal of, or premium, if any, on any of the Bonds
when the same becomes due and payable at maturity, upon redemption or otherwise;
(b) a failure to pay an installment of interest on any of the Bonds for a period
of one day after such interest has become due and payable;
(c) a failure to pay amounts due in respect of the purchase price of Bonds as
provided under the caption "AMENDMENTS TO THE BONDS--Mandatory Purchase" and in
the Original Official Statement under the caption "THE BONDS--Optional Purchase";
(d) a failure by the Issuer to observe and perform any covenant, condition,
agreement or provision (other than as specified in (a), (b) and (c) described above)
contained in the Bonds or the indenture on the part of the Issuer to be observed or
performed, which failure shall continue for a period of 90 days after written notice,
specifying such failure and requesting that it be remedied, shall have been given to the
Issuer and the Company by the Trustee by registered or certified mail, which may give
such notice in its discretion and shall give such notice at the written request of the
Owners of not less than 25% in principal amount of the Bonds then Outstanding, unless
the Trustee, or 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, shall agree in writing to an extension of such period prior to its expiration;
provided, however, that the Trustee, or the Trustee and the Owners of such principal
amount of Bonds, as the case may be, shall be deemed to have agreed to an extension of
such period if corrective action is initiated by the Issuer or the Company on behalf of the
Issuer within such period and is being diligently pursued;
(e) an "Event of Default" under the Loan Agreement;
(f) the Trustee receives written notice from the Bank to the effect that an
event of default has occurred and is continuing under the Reimbursement Agreement; or
(g) the Trustee receives written notice from the Bank on or before the date or
dates specified in the Letter of Credit or Alternate Credit Facility following a drawing on
the Letter of Credit or Alternate Credit Facility to pay interest on the Bonds that it will
not reinstate its Letter of Credit or Alternate Credit Facility in the amount of the said
interest drawing.
-18-
Remedies
Upon the occurrence of an Event of Default under (f) or (g) above, the Trustee is required
to declare the principal and interest on the Bonds, which has accrued to the date of such
declaration of acceleration, due and payable immediately.
Upon the occurrence (without waiver or cure) of an Event of Default described in
clause (a), (b) or (c) of the preceding paragraph or an Event of Default described in clause (e) of
the preceding paragraph resulting from an "Event of Default" under the Loan Agreement as
described in the Original Official Statement under clause (a) or (c) of "THE LOAN
AGREEMENT--Defaults," then the Trustee may (and upon the written request of the Owners of
not less than 25% in principal amount of the Bonds then outstanding shall) by written notice by
first-class mail to the issuer and the Company, declare the Bonds to be immediately due and
payable, whereupon the Bonds shall, without further action, become immediately due and
payable, anything in the Indenture or in the Bonds to the contrary notwithstanding, and the
Trustee is required to give notice thereof by first call mail to all Owners of Outstanding Bonds.
Anything to the contrary contained in the Indenture, notwithstanding, if a Letter of Credit
or Alternate Credit Facility is in effect, and (a) the Event of Default is not under (f) or (g) above,
and (b) the Event of Default is not the result of a failure by the Bank to honor a properly
presented and conforming drawing under the Letter of Credit or Alternate Credit Facility, the
Trustee will not declare the Bonds to be due and payable without first obtaining the Bank's prior
written consent. Upon the principal of and accrued interest on the Bonds becoming due and
payable as provided in this paragraph, the Trustee is required to immediately draw on the Letter
of Credit or Alternate Credit Facility, if any, to pay the principal of and accrued interest on the
Bonds.
The provisions described in the preceding paragraphs are subject to the condition that if,
so long as no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the
Bonds shall have been so declared to be due and payable and before any judgment or decree for
the payment of the moneys due shall have been obtained or entered as hereinafter provided, the
issuer shall cause to be deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all Bonds, any unpaid purchase price and the principal of any and
all Bonds which shall have become due otherwise than by reason of such declaration (with
interest upon such principal and, to the extent permissible by law, on overdue installments of
interest, at the rate per annum specified in the Bonds) and such amount as shall be sufficient to
cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all
Events of Default (other than nonpayment of the principal of Bonds which shall have become
due by said declaration) shall have been remedied, then, in every such case, such Event of
Default shall be deemed waived and such declaration and its consequences rescinded and
annulled, and the Trustee shall promptly give written notice of such waiver, rescission and
annulment to the Issuer and the Company and shall give notice thereof to Owners of Outstanding
Bonds by first-class mail; provided, however, that no such waiver, rescission and annulment shall
extend to or affect any other Event of Default or subsequent Event of Default or impair any right,
power or remedy consequent thereon.
-19-
The provisions of the above paragraphs are, further, subject to the condition that, if an
Event of Default, as described in clause (f) or (g) above shall have occurred and if the Trustee
shall thereafter have received notice from the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) (x) that the notice which caused such Event of Default to occur has
been withdrawn and (y) that the amounts available to be drawn on the Letter of Credit (or the
Alternate Credit Facility, as the case may be) to pay (i) the principal of the Bonds or the portion
of purchase price equal to accrued interest, have been reinstated to an amount equal to the
principal amount of the Bonds Outstanding plus accrued interest thereon for the applicable
Interest Coverage Period at the Interest Coverage Rate, then, in every such case, such Event of
Default shall be deemed waived and its consequences rescinded and annulled, and the Trustee
shall promptly give written notice of such waiver, rescission and annulment to the Issuer, the
Company, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the
Remarketing Agent, if any, and, if notice of the acceleration of the Bonds shall have been given
to the Owners of Bonds, shall give notice thereof by Mail to all Owners of Outstanding Bonds;
but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of
Default or impair any right or remedy consequent thereon.
Upon the occurrence and continuance of any Event of Default, then and in every such
case the Trustee in its discretion, may, and upon the written direction of the Owners of not less
than 25% in principal amount of the Bonds then Outstanding and receipt of indemnity to its
satisfaction (except against gross negligence or willful misconduct) shall, in its own name and as
the Trustee of an express trust:
(i) by mandamus, or other suit, action or proceeding at law or in equity,
enforce all rights of the Owners under, and require the Issuer, the Bank (or Obligor on the
Alternate Credit Facility) or the Company to carry out any agreements with or for the
benefit of the Owners of Bonds and to perform its or their duties under, the Act, the Loan
Agreement, the Letter of Credit or Alternate Credit Facility, as the case may be, and the
Indenture, provided that any such remedy may be taken only to the extent permitted
under the applicable provisions of the Loan Agreement or the Indenture, as the case may
be;
(ii) bring suit upon the Bonds;
(iii) by action or suit in equity require the Issuer to account as if it were the
trustee of an express trust for the Owners of Bonds; or
(iv) by action or suit in equity enjoin any acts or things which may be unlawful
or in violation of the rights of the Owners of Bonds.
The Trustee is required to waive any Event of Default under the indenture and its
consequences and rescind any declaration of acceleration of principal upon the written request of
the Owners of (A) more than a majority in principal amount of all Outstanding Bonds in respect
of which default in the payment of principal of or interest on the Bonds exists or (B) more than a
majority in principal amount of all Outstanding Bonds in the case of any other Event of Default;
provided, however, that (x) there shall not be waived any Event of Default specified in (a), (b) or
-20-
(c) above unless prior to such waiver or rescission, the Issuer has caused to be deposited with the
Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the
principal of any and all Bonds which shall have become due otherwise than by reason of such
declaration of acceleration (with interest upon such principal and, to the extent permissible by
law, on overdue installments of interest, at the rate per annum specified in the Bonds) and
(y) (i) no Event of Default is to be waived unless (in addition to the applicable conditions as
aforesaid) there shall have been deposited with the Trustee such amount as shall be sufficient to
cover reasonable compensation and reimbursement of expenses payable to the Trustee; and
(ii) when a Letter of Credit or Alternate Credit Facility is in effect, the Trustee receives the
written consent of the Bank to the waiver of the Event of Default under the Reimbursement
Agreement, if applicable, and to the rescission of the acceleration and the Trustee receives
written notice from the Bank that the Letter of Credit or Alternate Credit Facility has been
reinstated in accordance with the terms thereof. In case of any waiver or rescission described
above, or in case any proceeding taken by the Trustee on account of any such Event of Default
has been discontinued or concluded or determined adversely, then and in every such case the
Issuer, the Trustee and the Owners of Bonds shall be restored to their former positions and rights
under the Indenture, respectively; provided further that no such waiver or rescission is to extend
to any subsequent or other Event of Default, or impair any right consequent thereon.
Anything in the Indenture to the contrary notwithstanding, the Owners of a majority in
principal amount of the Bonds then Outstanding shall have the right, by an instrument in writing
executed and delivered to the Trustee and upon furnishing to the Trustee indemnity satisfactory
to it (except against gross negligence or willful misconduct), to direct the time, method and place
of conducting all remedial proceedings available to the Trustee under the Indenture or exercising
any trust or power conferred on the Trustee by the Indenture, provided that such direction shall
not be other than in accordance with the provisions of law and the Indenture and shall not result
in any personal liability of the Trustee.
No Owner shall have any right to institute any suit, action or proceeding in equity or at
law for the execution of any trust or power under the Indenture, or any other remedy under the
Indenture or in the Bonds, unless such Owner previously shall have given to the Trustee written
notice of an Event of Default as provided in the Indenture and unless the Owners of not less than
25% in principal amount of the Bonds then Outstanding shall have made written request of the
Trustee so to do after the right to institute said suit, action or proceeding under the Indenture
shall have accrued, and shall have afforded the Trustee a reasonable opportunity to proceed to
institute the same in either its or their name, and unless there also shall have been offered to the
Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred therein or thereby (except against gross negligence or willful misconduct), and the
Trustee shall not have complied with such request within a reasonable time; and such
notification, request and offer of indemnity are declared in every such case, at the option of the
Trustee, to be conditions precedent to the institution of said suit, action or proceeding; it being
understood and intended that no one or more of the Owners shall have any right in any manner
whatever by his or their action to affect, disturb or prejudice the security of the Indenture, or to
enforce any right thereunder or under the Bonds, except in the manner provided in the Indenture,
and that all suits, actions and proceedings at law or in equity shall be instituted, had and
maintained in the manner provided in the Indenture and for the equal benefit of all Owners.
Notwithstanding any other provision in the Indenture, the right of any Owner to receive
payment of the principal of, premium, if any, and interest on the Owner's Bond on or after the
respective due dates expressed therein, or to institute suit for the enforcement of any such
payment on or after such respective dates, will not be impaired or affected without the consent of
such Owner of Bonds.
Modifications of Letter of Credit or Alternate Credit Facility
No Letter of Credit or Alternate Credit Facility may be modified without the prior written
consent of 100% of the holders of the Bonds, except to (a) correct any formal defects therein,
(b) effect transfers thereof, (c) effect extensions thereof, (d) effect reductions and reinstatements
thereof in accordance with the terms of the Letter of Credit or Alternate Credit Facility,
(e) increase the stated amount thereof, or (f) effect any change which does not have a material
adverse effect upon the interests of the Bondholders. Pursuant to the Indenture, however, the
Company has the right to obtain a Substitute Letter of Credit or Alternate Credit Facility, subject
to the requirements set forth in the Loan Agreement without the consent of the Bondholders.
REMARKETING AGENT
The Company has appointed Banc One Capital Markets, Inc. (the "Remarketing Agent"),
as remarketing agent for the Bonds beginning February 15, 2002. Following that date, the Bonds
are to be remarketed by the Remarketing Agent pursuant to the Remarketing Agreement, dated
as of February 15, 2002 (the "'Remarketing Agreement"), between the Company and the
Remarketing Agent. Subject to certain conditions, the Remarketing Agent has agreed to
determine the rate of interest on the Bonds in accordance with the terms of the Indenture and use
its best efforts to remarket all tendered Bonds.
RATINGS
Based upon the issuance of the Letter of Credit by Bank One, it is expected that Moody's
Investors Service ("Moody's") will assign municipal bond ratings of "Aa2/VMIG 1" to the
Bonds and that Standard and Poor's Ratings Services, a division of The McGraw-Hill
Companies ("S&P"), will assign municipal bond ratings of "A+/A-I" to the Bonds. (Moody's
and S&P are referred to herein as the "Rating Agencies"). These ratings reflect only the views
of the Rating Agencies. An explanation of the significance of such ratings may be obtained only
from the Rating Agencies. There is no assurance that such ratings will continue for any period of
time or that they will not be revised downward or withdrawn entirely by the Rating Agencies, if,
in their judgment, circumstances so warrant. None of the issuer, the Company, or the
Remarketing Agent has undertaken any responsibility either to bring to the attention of the
owners of the Bonds any proposed revision in, or withdrawal of, the ratings or to oppose any
such proposed revision or withdrawal. Any such downward revision or withdrawal may have an
adverse effect on the market price of the Bonds.
-22-
TAX EXEMPTION
Original Opinion. The opinion of Chapman and Cutler delivered on December 13, 1995
(the "Original Opinion"), stated that, subject to compliance by the Company and the Issuer with
certain covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1954,
as amended (the "1954 Code"), and the Internal Revenue Code of 1986, as amended (the
"Code") under then existing law interest on the Bonds is not includible in gross income of the
owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the Project or the
1990A Project or any person considered to be related to such person (within the meaning of
either Section 103(b)(13) of the 1954 Code or Section 147(a) of the Code), however, such
interest on the Bonds would be treated as an item of tax preference in computing the federal
alternative minimum tax for individuals and corporations under the Code. Ownership of the
Bonds may result in other federal tax consequences to certain taxpayers; no opinion was
expressed regarding any such collateral consequences arising with respect to the Bonds. In
rendering this opinion, Chapman and Cutler relied upon certifications of the Company with
respect to certain material facts solely within the Company's knowledge, relating to the Project
(as defined in the Original Opinion), the 1990A Project (as defined in the Original Opinion), the
Plant (as defined in the Original Opinion) and the application of the proceeds of the Bonds.
The failure to comply with certain of such covenants of the Issuer and the Company
could cause the interest on the Bonds to be included in gross income for federal income tax
purposes retroactive to the date of issuance of the Bonds. Chapman and Cutler has made no
independent investigation to confirm that such covenants have been complied with.
Supplemental Opinion. Chapman and Cutler will deliver an opinion in connection with
the delivery of the Letter of Credit to the effect that the delivery of the Letter of Credit (i) is
authorized under the Agreement and complies with the terms thereof and (ii) will not impair the
validity under the Act of the Bonds or will not cause the interest on the Bonds to become
includible in the gross income of the Owners thereof for federal income tax purposes. Except as
necessary to render the foregoing opinions, Chapman and Cutler has not reviewed any factual or
legal matters relating to its opinion dated December 13, 1995 subsequent to its issuance. The
opinion delivered in connection with delivery of the Letter of Credit is not to be interpreted as a
reissuance of the original approving opinion as of the date of this Supplement.
Ownership of the Bonds may result in collateral federal income tax consequences to
certain taxpayers, including, without limitation, corporations subject to the branch profits tax,
financial institutions, certain insurance companies, certain S corporations, individual recipients
of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have
incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective
purchasers of the Bonds should consult their tax advisors as to the applicability of any such
collateral consequences.
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MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS NOT
PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS SUPPLEMENT TO OFFICIAL
STATEMENT.
-24-
APPENDIX A
PACIFICORP
The following information concerning PacifiCorp (the "Company") has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information subsequent to the date
hereof or that the information contained or incorporated herein by reference is correct as of any
time subsequent to its date.
The Company is an electricity company in the United States. The Company conducts its
retail electric utility business as Pacific Power and Utah Power, and engages in power production
and sales on a wholesale basis under the name PacifiCorp.
The Company's strategic business plan is to focus on its electricity businesses in the
western United States. As part of its strategic business plan, the Company has sold most of its
other United States and international businesses, and has previously terminated all of its business
development activities outside of the United States. On February 4, 2002, the Company
transferred all of the capital stock of PacifiCorp Group Holdings Company ("Holdings") to the
Company's immediate corporate parent, PacifiCorp Holdings, Inc. For information concerning
the proforma effect of the transfer of Holdings, see the Company's Quarterly Report on Form 10-
Q for the quarter ended December 31, 2001.
The principal executive offices of the Company are located at 825 NE Multnomah,
Portland, Oregon 97232; the telephone number is [phone].
AVAILABLE iNFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission"). Such reports
and other information (including proxy and information statements) filed by the Company may
be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. PacifiCorp's filings
with the Commission are also available to the public at the website maintained by the
Commission at http://www.sec.gov. Reports, proxy statements and other information concerning
the Company can be inspected at: New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
The Company has not covenanted in connection with the reoffering of the Bonds to
provide any information to any nationally recognized municipal securities information
repository.
A-I
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended March 31, 2001,
filed with the Commission on May 24, 2001.
2. Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2001, filed with the Commission on August 14, 2001.
3. Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2001, filed with the Commission on November 7, 2001.
4. Quarterly Report on Form 10-Q for the quarterly period ended December
31, 2001, filed with the Commission on January 30, 2002.
5.Current Report on Form 8-K, dated November 21,2001.
6.Current Report on Form 8-K, dated December 10, 2001.
7. All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the filing on January 30, 2002 of the Quarterly Report on Form 10-
Q and prior to the termination of the reoffering made by this Supplement to Official Statement
shall be deemed to be incorporated by reference in this Supplement to Official Statement and to
be a part hereof from the date of filing such documents (such documents and the document
enumerated above, being hereinafter referred to as the "Incorporated Documents"), provided,
however, that the documents enumerated above or the documents subsequently filed by the
Company pursuant to Section 13, 14 or 15 of the Exchange Act in each year during which the
offering made by this Supplement to Official Statement is in effect prior to the filing of the
Company's Annual Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference in this Supplement to Official Statement or be a part
hereof from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement to Official Statement
or delivered herewith. The Company hereby undertakes to provide without charge to each
person to whom a copy of this Supplement to Official Statement has been delivered, on the
A-2
written or oral request of any such person, a copy of any or all of the Incorporated Documents,
other than exhibits to such documents, unless such exhibits are specifically incorporated by
reference therein. Requests for such copies should be directed to Investor Relations, PacifiCorp,
825 N.E. Multnomah, Suite 2000, Portland, Oregon 97232, telephone number [phone].
The information relating to the Company contained in this Supplement to Official Statement
does not purport to be comprehensive and should be read together with the information contained
in the Incorporated Documents.
A-3
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APPENDIX B
BANK ONE, NA
The information contained and incorporated by reference in this Appendix B to the
Official Statement has been obtained from Bank One, NA. The Issuer and the Underwriter make
no representations as to the accuracy or completeness of such information.
Tim BANK
Bank One, NA, whose main office is located in Chicago, Illinois (the "Bank"), is a
wholly owned subsidiary of BANK ONE CORPORATION. The Bank provides a broad range of
retail and wholesale banking products and services to its domestic and foreign customers. The
principal focus of the Bank is the extension of credit and delivery of financial services and
noncredit services to individuals, businesses and governmental units. The Bank had total
deposits of $8.8 billion as of September 30, 2001.
All phases of the Bank's activities are highly competitive. The Bank competes actively
with money market mutual funds, national and state banks, mutual savings banks, savings and
loan associations, finance companies, credit unions and other financial institutions located
throughout the United States. For international business, the Bank competes with other United
States banks which have foreign installations and with other major banks and financial
institutions located throughout the world. In addition, the Bank and its subsidiaries are subject to
competition from a variety of financial and other institutions which provide a wide array of
products and services.
The earnings of the Bank are affected by the policies of regulatory authorities, including
the Board of Governors of the Federal Reserve System (the "Federal Reserve "). An important
function of the Federal Reserve is to promote orderly economic growth by influencing interest
rates and the supply of money and credit. Among the methods that have been used to implement
this objective are open market operations in United States government securities, changes in the
discount rate on member bank borrowings and changes in reserve requirements against bank
deposits. These methods are used in varying combinations to influence overall growth and
distribution of bank loans, investments and deposits, interest rates on loans and securities and
rates paid for deposits. The monetary policies of the Federal Reserve strongly influence the
behavior of interest rates and can have a significant effect on the operating results of the Bank.
The effect on the future business and earnings of the Bank of the aforementioned measures and
any other economic controls which may be imposed by executive, legislative and regulatory
authorities from time to time cannot be predicted.
There are also various requirements and restrictions in the laws of the United States and
the State of Illinois affecting the Bank and its operations, including the requirement to maintain
reserves against deposits, restrictions on the nature and amount of loans which may be made by
the Bank, restrictions relating to the investments and other activities of the Bank. The Bank, as a
national bank, is subject to regulation by the Office of the Comptroller of the Currency (the
B-1
"Comptroller"), the Federal Reserve and the Federal Deposit Insurance Corporation. The
operations of the Bank are also subject to various restrictions imposed by the laws and regulators
of other countries in which the Bank conducts business.
Recently, significant legislation affecting national banks and bank holding companies has
been enacted. The effect of such legislation, and of any future legislative and regulatory
changes, on the business and earnings of the Bank cannot be predicted. Effective February 1,
2001, Bank One, Louisiana, National Association and Bank One, Texas, National Association,
affiliates of the Bank, merged with and into the Bank.
The Bank files Consolidated Reports of Condition and Income (the "Call Report") with
the Comptroller on a quarterly basis. The Call Report contains various financial and statistical
information on the Bank. Copies of the Call Report can be inspected and reproduced at the
Comptroller's office at 490 L'Enfant Plaza, S.W., 6th Floor, Washington, D.C. 20219, and can
be obtained by mail upon request and subject to availability from BANK ONE CORPORATION at
the address set forth below or from the Manager, Statistical Branch, Data Processing,
Comptroller of the Currency, Washington, D.C. 20219.
BANK ONE CORPORATION
BANK ONE CORPORATION ("ONE"), whose principal office is located in Chicago, Illinois,
is a multi-bank holding company incorporated under the laws of the State of Delaware. ONE
owns all of the outstanding capital stock of the Bank. ONE, which is a legal entity separate and
distinct from the Bank and its other affiliates, also owns, directly or through one or more
subsidiaries, the outstanding capital stock of other banking organizations.
Through its bank subsidiaries, ONE provides domestic retail banking, worldwide
corporate and institutional banking, and trust and investment management services. ONE
operates banking offices in Arizona, Colorado, Florida, Illinois, Indiana, Kentucky, Louisiana,
Michigan, Ohio, Oklahoma, Texas, Utah, West Virginia and Wisconsin. ONE also owns
nonbank subsidiaries that engage in businesses related to banking and finance, including credit
card and merchant processing, consumer and education finance, mortgage lending and servicing,
insurance, venture capital, investment and merchant banking, trust, brokerage, investment
management, leasing, community development and data processing, and including Banc One
Capital Markets, Inc. Bank One Capital Markets, inc. and Bank One Trust Company, NA,
affiliates of ONE, are serving as the Remarketing Agent and Trustee, respectively, in connection
with the Bonds. As of December 31, 2000, ONE had consolidated assets of approximately
$269.3 billion and stockholders' equity of approximately $18.635 billion. For the quarter ended
September 30, 2001, ONE had consolidated assets of approximately $270.3 billion and
stockholders' equity of approximately $20.38 billion.
ONE is subject to the informational requirements of the Securities Exchange Act of 1934,
as amended, and in accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Consolidated financial information for ONE
and its subsidiaries for the year ended December 31, 2000, is set forth in ONE's Annual Report
on Form 10-K filed with the Commission and consolidated financial information for the quarter
B-2
ended September 30, 2001 is set forth in ONE'S Quarterly Report on Form 10-Q filed with the
Commission. ONE also will prepare and file with the Commission other periodic reports,
including Current Reports on Form 8-K.
Copies of reports filed with the Commission can be inspected and reproduced at the
Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material can be obtained from the Public Reference Section of the Commission at
the above address at prescribed rates. In addition, such reports and other material concerning
ONE can be inspected at the New York Stock Exchange and the Chicago Stock Exchange. Upon
request and subject to availability, ONE will provide to each person to whom this Remarketing
Circular is delivered a copy of any of the documents referred to above except for the exhibits to
such documents (unless such exhibits are specifically incorporated by reference into such
documents). Requests should be sent to BANK ONE CORPORATION, 1 Bank One Plaza, Mail
Code IL1-0460, Chicago, Illinois 60670, Attention: Investor Relations [phone].
The information on ONE contained herein is being provided for informational purposes
only. ONE is not a party to the Initial Credit Agreement and has no obligation thereunder or
under the Letter of Credit, and has not guaranteed the obligations of the Bank under the Letter of
Credit.
Delivery of this Official Statement shall not create any implication that there has been no
change in the affairs or financial condition of the Bank or ONE since the date hereof, or that the
information contained or referred to in this Official Statement is correct as of any time
subsequent to its date.
B-3
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APPENDIX C
OFFICIAL STATEMENT DATED DECEMBER 13, 1995
C-1
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NEW ISSUE~BOOK-ENTRY ONLY
Subject to compliance by the Company and the Issuer with certain covenants, in the opinion of
.Chapman and Cutler, Bond Counsel, under present law interest on the Bonds is not includable in gross
income of me owners thereof for federal income tax purposes, except for interest on any Bond for any
period during which such Bond is owned by a person who is a substantial user of the Facilities or any
person considered to be related to such person (within the meaning of either Section 147(a) of the
lnternal Revenue Code of 1986, as amended, or Section 103(b)(13) of the Internal Revenue Code of
1954, but such interest is included as an item of tax preference in computing the alternative minimum
tax yor matvtauats ana corporattons. Bond Counsel is also of the opinion that under present law the
State of Wyoming imposes no income taxes that would be applicable to interest on the Bonds. See "Tax
Exemption" herein for a complete discussion.
$24,400,000
Sweetwater County, Wyoming
Environmental Improvement Revenue Bonds
(PacifiCorp Project)
Series 1995
Dated: Date of Delivery Due: November 1, 2025
The Bonds described in this Official Statement are limited obligations of the Issuer and,
except to the extent payable from Bond proceeds and any other moneys pledged therefor, will be
payable solely from and secured by a pledge of payments to be made under a Loan Agreement
entered into by the Issuer with
PacifiCorp
The Bonds will initially bear interest at a Daily Interest Rate from their date of issue. Thereafter,
the interest rate on the Bonds may be changed from time to time to Daily, Weekly, Flexible or Term
Interest _Ra__tes, designated and determined as described herein. The Bonds are subject to purchase at the
option ot the Owners thereof and, under certain circumstances, are subject to mandatory purchase in the
manner and at the times described herein. The Bonds are subject to optional and mandatory redemption
prior to maturity as described herein.
The Bonds are issuable as fully registered Bonds without coupons and will be registered in ~ename of Cede & Co., as registered owner and nominee for The Depository Trust Company CDTC' ),
New York, New York. DTC initially will act as securities depository for the Bonds. Only beneficial
interests in book-entry form are being offered. The Bonds are issuable during any Daily Interest Rate
Period in denominations of $100,000 and any integral multiple thereof. So long as Cede & Co. is the
registered owner of the Bonds, as nominee for DTC, the principal of and premium, if any, and interest
on the Bonds will be paid by the Trustee directly to DTC, which will, in turn, remit such amounts to
DTC participants for subsequent disbursement to the beneficial owners of the Bonds. See "The
Bonds--Book-Entry System."
Price 100 %
The Bonds are offered when, as and if issued by the Issuer and accepted by the Underwriter, subject to
the approval of legality by Chapman and Cutler, Bond Counsel, and certain other conditions. Certain
legal matters will be passed upon for PacifiCorp by Stoel Rives, counsel to the Company, for
Sweetwater County, Wyoming by Sherry Farrens, Civil Deputy County Attorney, and for the
Underwriter by Ballard Spahr Andrews & Ingersoll. It is expected that delivery of the
Bonds will be made through the facilities of DTC in New York, New York, on or about
December 14, 1995.
Goldman, Sachs & Co.
December 13, 1995
No broker, dealer, salesman or other person has been authorized to give an.y
information or to make any representations other than those contained in this Officaal
Statement in connection with the offering made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized by
Sweetwater County, Wyoming (the "Issuer"), PaclfiCorp or the Underwriter. Neither the
delivery of this Official Statement nor any sale hereunder shall under any circumstances
create any implication that there has been no change in the affairs of the issuer or the
Company since the date hereof. This Official Statement does not constitute an offer or
solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in
which the person ma!dng such offer or solicitation is not qua].ified to do so or to any
person to whom it is unlawful to make such offer or solicitation. The issuer has not
assumed .and will.not assume any responsibility as to the accuracy or completeness of the
information m this Official Statement, other than that relatin~ to itself nnd~r fh~ cantian
" . . ~ ........ ~ ~'1" ....The Issuer. Upon Issuance, the Bonds w~ll not be regmtered under the Securities Act
of 1933, as amended, and will not be listed on any stock or other securities exchange.
Neither the Securities and Exchange Commission nor any other federal, state, municipal
or other governmental entity will have passed upon the accuracy or adequacy of this
Official Statement or, other than the Issuer, will have approved the Bonds for sale.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-
ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
TABLE OF CONTENTS
Introductory Statement ....................1
The Issuer ............................2
The Facilities ......... .................2Use of Proceeds ........................2
The Bonds ............................3The Loan Agreement .....................17
The Indenture ..........................21Litigation ............................27
Underwriting ......................27TaxExemptlon ..................i... 11127Certain Legal Matters .....................28Miscellaneous ..........................28APPENDIX A -- The Company
APPENDIX B -- Form of Opinion of Bond Counsel
$24,400,000
Sweetwater County, Wyoming
Environmental Improvement Revenue Bonds
(PacifiCorp Project)
Series 1995
INTRODUCTORY STATEMENT
This Official Statement, including the Appendices hereto and the documents incorporated by
reference herein, is provided to furnish certain information with respect to the offer by Sweetwater
County, Wyoming (the "Issuer") of $24,400,000 Environmental Improvement Revenue Bonds
(PacifiCorp Project) Series 1995 (the "Bonds").
The Bonds will be issued under a Trust Indenture dated as of November 1, 1995 (the
"Indenture") between the Issuer and The First National Bank of Chicago, as trustee (the "Trustee"),
and under resolutions of the governing body of the Issuer. Pursuant to a Loan Agreement between
PacifiCorp (the "Company") and the Issuer (the "Loan Agreement"), the Issuer will lend the proceeds
from the sale of the Bonds to the Company. The proceeds from the sale of the Bonds will be used,
together with certain other moneys of the Company, as follows: (i) to finance a portion of the
Company's 66 2/3 % undivided interest in acquiring, constructing and installing certain solid waste
disposal facilities at the Jim Bridger coal-fired, steam electric generating plant (the "Plant") located
near Rock Springs, Wyoming; (ii) to refund all of the outstanding principal amount of Sweetwater
County, Wyoming Environmental Improvement Revenue Bonds (PacifiCorp Project) Series 1990A
(the "1990A Prior Bonds"); and (iii) to refund all of the outstanding principal amount of Sweetwater
County, Wyoming Taxable Environmental Improvement Revenue Bonds (PacifiCorp Project) Series
1995-T (the "1995-T Prior Bonds"). The 1990A Prior Bonds and the 1995-T Prior Bonds are
hereinafter collectively referred to as the "Prior Bonds."
The Bonds, together with the premium, if any, and interest thereon, will be limited
obligations and not general obligations of the Issuer. Neither the Indenture, the Bonds nor the
Loan Agreement constitutes a debt or gives rise to a general obligation or liability of the Issuer
or constitutes an indebtedness under any constitutional or statutory debt limitation. The Bonds
will not constitute or give rise to a pecuniary liability of the Issuer and will not constitute any
charge against the Issuer's general credit or taxing powers; nor will the Bonds constitute an
indebtedness of or a loan of credit of the Issuer. The Bonds shall be payable solely from the
receipts and revenues to be received from the Company as payments under the Loan Agreement
and from any other moneys pledged therefor. Such receipts and revenues and all of the Issuer's
rights and interests under the Loan Agreement (except as noted under "The Indenture--Pledge
and Security" below) will be pledged and assigned to the Trustee as security, equally and
ratably, for the payment of the Bonds. The payments required to be made by the Company
under the Loan Agreement will be sufficient to pay the principal of and premium, if any, and
interest on the Bonds issued pursuant thereto. Under no circumstances will the Issuer have any
obligation, responsibility or fiability with respect to the Facilities (as defined below), the Loan
Agreement, the Indenture, the Bonds or this Official Statement, except for the special limited
obligation set forth in the Indenture and the Loan Agreement whereby the Bonds are payable
solely from amounts derived from the Company. Nothing contained in the Indenture, the
Bonds or the Loan Agreement, or in any other related documents, shall be construed to require
the Issuer to operate, maintain or have any responsibility with respect to any of the Facilities.
The Issuer has no liability in the event of wrongful disbursement by the Trustee or otherwise.
No recourse shall be had against any past, present or future commissioner, officer, employee,
official, or agent of the Issuer under the Indenture, the Bonds, the Loan Agreement or any
related document. The Issuer has no responsibility to maintain the Tax-Exempt (as hereinafter
defined) 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.
Brief descriptions of the issuer and the Facilities, and summaries of certain provisions of the
Bonds, the Loan Agreement and the Indenture are included in this Official Statement, 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. The proposed form
of opinion of Bond Counsel is included in Appendix B hereto. The descriptions herein of the Loan
Agreement and the Indenture are qualified in their entirety by reference to such documents, and the
descriptions herein of the Bonds are qualified in their entirety by reference to the forms thereof and
the information with respect thereto included in the aforesaid documents. All such descriptions are
further qualified in their entirety by reference to laws and principles of equity relating to or affecting
the enforcement of creditors' rights generally. Copies of such documents may be obtained from the
principal corporate trust office of the Trustee in Chicago, Illinois.
THE ISSUER
The Issuer is a political subdivision duly organized and existing under the Constitution and laws
of the State of Wyoming. Pursuant to the Sections 15-1-701 to 15-1-710, inclusive, of the Wyoming
Statutes (1977), as amended (the "Act"), the Issuer is authorized to issue the Bonds, to enter into the
Indenture and the Loan Agreement and to secure the Bonds by a pledge to the Trustee of the
payments to be made by the Company under the Loan Agreement.
THE FACILITIES
A portion of the Bonds is being issued to finance the Company's 66 2/3 % undivided interest
in certain solidwaste disposal facilities at the Plant. The 1990A Prior Bonds were issued to finance
the Company's 66 2/3% undivided interest in certain pollution control and solid waste disposal
facilities at the Plant, and the 1995-T Prior Bonds were issued to finance temporarily a portion of the
Company's 66 2/3 % undivided interest in certain solid waste disposal facilities at the Plant.
The solid waste disposal and pollution control facilities at the Plant are hereinafter referred to
collectively as the "Facilities." The interest of the Company in the Facilities financed with a portion
of the proceeds of the Bonds and the 1995-T Prior Bonds is hereinafter referred to as the "Project."
The interest of the Company in the Facilities financed with the proceeds of the 1990A Prior Bonds
is hereinafter referred to as the "Prior Project."
USE OF PROCEEDS
It is expected that $18,600,000 of the proceeds from the sale of the Bonds, together with funds
of the Company, will be applied to the redemption of the 1990A Prior Bonds; that $2,185,851 of the
proceeds from the sale of the Bonds, together with funds of the Company, will be applied to the
redemption of the 1995-T Prior Bonds; and that the balance of the proceeds from the sale of the
2
Bonds will be deposited with the Trustee to pay for the following: $3,498,149 for a portion of the
cost of the Project and $116,000 for issuance fees and expenses.
TIIE BONDS
The following is a summary of certain provisions of the Bonds. Reference is hereby made to the
form of the Bonds in its entirety for the detailed provisions thereof. Initially capitalized terms used
herein and not otherwise defined are used as defined in the Indenture.
General
The Bonds will be issued only as fully registered Bonds without coupons in the manner
described below. The Bonds will be registered in the name of Cede & Co., a registered owner and
nominee for DTC. Only beneficial interests in book-entry form are being offered. The Bonds will
be dated as of their date of delivery and will mature on November 1, 2025. The Bonds may bear
interest at Daily, Weekly, Flexible or Term Interest Rates designated and determined from time to
time as described herein. The Initial Rate Period (as defined below) for the Bonds will be a Daily
Interest Rate Period. The Bonds are subject to purchase at the option of the holders of the Bonds,
and under certain circumstances are subject to mandatory purchase, in the manner and at the times
described herein. The Bonds are subject to optional and mandatory redemption prior to maturity in
the manner and at the times described herein.
Bonds may be transferred or exchanged for other Bonds in authorized denominations at the
principal office of the Trustee as the registrar and paying agent (in such capacities, the "Registrar"
and the "Paying Agent"). The Bonds will be issued in authorized denominations of $100,000 or any
integral multiple of $100,000 when the Bonds bear interest at a Daily or Weekly Interest Rate;
$100,000 or any integral multiple of $5,000 in excess of $100,000, when the Bonds bear interest at
a Flexible Interest Rate; and $5,000 or any integral multiple thereof, when the Bonds bear interest
at a Term Interest Rate (collectively, "Authorized Denominations"). Exchanges and transfers shall
be made without charge to the Owners, except for any applicable tax or other governmental charge.
Goldman, Sachs & Co. has been appointed by the Company as Remarketing Agent with respect
to the Bonds. The Company will enter into a Remarketing Agreement with the Remarketing Agent
with respect to the Bonds.
Certain Def'mitions
"Business Day" means any day except a Saturday, Sunday or other day (a) on which commercial
banks located in the cities in which the principal office of the Trustee, the principal office of the
Company, 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.
"Favorable Opinion of Bond Counsel" means an opinion of nationally recognized bond counsel
addressed to the Issuer and the Trustee to the effect that the proposed action is not prohibited by the
laws of the State of Wyoming and the Indenture and will not adversely affect the Tax-Exempt (as
hereinafter defined) status of the Bonds.
,."Interest Payment Date" means, (i) with respect to any Dally or Weekly Interest Rate Period,
the nrst Business Day of each calendar month, (ii) with respect to any Term Interest Rate Period,
the first day of the sixth month following the commencement of the Term Interest Rate Period and
the first day of each sixth month thereafter, and the day following the last day of a Term Interest
Rate Period, (iii) with respect to any Flexible Segment, the Business Day next succeeding the last day
of such Flexible Segment, and (iv) with respect to any Rate Period, the Business Day next succeeding
the last day thereof.
3
"Owner" means the registered owner of any Bond; provided, however, when used in the context
of the Tax-Exempt status of the Bonds, the term "Owner" shall include each actual purchaser of any
Bond ("Beneficial Owner").
"Rate Period" means any Daily Interest Rate Period, Weekly Interest Rate Period, Flexible
Interest Rate Period or Term Interest Rate Period.
"Record Date" means (i) with respect to any Interest Payment Date in respect of any Daily
Interest Rate Period, Weekly Interest Rate Period or Flexible Segment, the Business Day next
preceding such Interest Payment Date, and (ii) with respect to any Interest Payment Date in respect
of any Term Interest Rate Period, the fifteenth day of the month preceding such Interest Payment
Date.
"Tax-Exempt" means, with respect to interest on any obligations of a state or local government,
including the Bonds, that such interest is not includable in gross income of the owners of such
obligations for federal income tax purposes, except for any interest on any such obligations for any
period during which such obligations are owned by a person who is a "substantial user" of any
facilities financed or refinanced with such obligations or a "related person" within the meaning of
either Section 147(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or Section
103(b)(13) of the Internal Revenue Code of 1954, as amended (the "1954 Code"), whether or not
such interest is includable as an item of tax preference or otherwise includable directly or indirectly
for purposes of calculating other tax liabilities, including any alternative minimum tax or
environmental tax under the Code.
Payment of Principal and Interest
The principal of and premium, if any, on the Bonds shall be payable to the Owners upon
surrender thereof at the principal office of the Paying Agent. Except when the Bonds are held in
book-entry form (see "--Book Entry System"), interest shall be payable (i) by bank check or draft
mailed by first-class mail on the Interest Payment Date to the Owners as of the Record Date or
(ii) during any Rate Period other than a Term interest Rate Period, in immediately available funds
on the Interest Payment Date (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
of an Issue in a Daily or Weekly Interest Rate Period, only to any Owner which owns Bonds of such
Issue in an aggregate principal amount of at least $1,000,000 on the Record Date and which shall
have provided wire transfer instructions to the Paying Agent prior to the close of business on such
Record Date.
Interest on each Bond shall be 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 shall be computed, in the case of any Daily, Weekly, or Flexible Interest
Rate Period, on the basis of a 365- or 366-day year, as applicable, for the number of days actually
elapsed and, in the case of a Term Interest Rate Period, on the basis of a 360-day year consisting of
twelve 30-day months.
Rate Periods
The term of the Bonds shall be divided into consecutive Rate Periods, during which such Bonds
shall bear interest at a Daily interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term
Interest Rate, as described below.
4
Daily Interest Rate Period
Determination of Daily Interest Rate. During each Daily Interest Rate Period, the Bonds shall
bear interest at the Daily Interest Rate determined by the Remarketing Agent either on each Business
Day for such Business Day or on the next preceding Business Day for the Business Day next
succeeding such date of determination and as may be determined by the Remarketing Agent for any
day that is not a Business Day on any such day during which there shall be active trading in Tax-
Exempt obligations comparable to the Bonds for such day.
The Daily Interest Rate shall be the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent
to have been priced or traded under then-prevailing market conditions) to be the lowest rate which
would enable the Remarketing Agent to sell the Bonds on the effective date of such rate at a price
(without regard to accrued interest) equal to 100% of the principal amount thereof. If the
Remarketing Agent shall not have determined a Daily Interest Rate for any day by 10:00 a.m., New
York time, the Daily Interest Rate for such day shall be the same as the Daily Interest Rate for the
immediately preceding day. In no event shall the Daily Interest Rate exceed 18% per annum.
Adiustment t.o Daily Interest Rate Period. The interest rate borne by the Bonds shall be adjusted
to a Daily Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent and the
Remarketing Agent of a written notice from the Company. Such notice (1) shall specify the effective
date of the adjustment to a Daily Interest Rate, which shall be (A) a Business Day not earlier than
the twentieth day following the third Business Day after the date of receipt by the Trustee and Paying
Agent of such notice (or such shorter period after the date of such receipt as is acceptable to the
Trustee), 03) in the case of an adjustment from a Term Interest Rate Period, a day on which the
Bonds could be redeemed at the option of the Company or the day immediately following the last
day of the then-current Term Interest Rate Period, and (C) in the case of an adjustment from a
Flexible Interest Rate Period, either the day immediately following the last day of the then-current
Flexible Interest Rate Period or the day immediately following the last day of the last Flexible
Segment for each Bond in the then-current Flexible Interest Rate Period, all as determined in
accordance with clause (1) or (2), respectively, under "--Flexible Interest Rate Period--Adjustment
from Flexible Interest Rates"; provided, however, that if prior to the Company's making such
election, any Bonds shall have been called for redemption and such redemption shall not theretofore
have been effected, the effective date of such Daily Interest Rate Period shall not precede such
redemption date; and (2) if the adjustment is from a Term Interest Rate Period having a duration in
excess of one year, shall be accompanied by a Favorable Opinion of Bond Counsel with respect to
such adjustment.
Notice of Adjustment to Daily Interest Rate Period. The Trustee shall give notice by mail of
an adjustment to a Daily Interest Rate Period to the Owners not less than 20 days prior to the
effective date of such Daily Interest Rate Period. Such notice shall state (1) that the interest rate on
such Bonds will be adjusted to a Daily Interest Rate (subject to the Company's ability to rescind its
election as described below under "--Rescission of Election"), (2) the effective date of such Daily
Interest Rate Period, (3) that such Bonds are subject to mandatory purchase on such effective date,
(4) the procedures for such mandatory purchase, (5) the purchase price of such Bonds on the effective
date (expressed as a percentage of the principal amount thereof), and (6) that the Owners of such
Bonds do not have the right to retain their Bonds on such effective date.
Weekly Interest Rate Period
Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, the Bonds
shall bear interest at the Weekly Interest Rate determined by the Remarketing Agent no later than the
first day of such Weekly Interest Rate Period and thereafter no later than Tuesday of each week
during such Weekly Interest Rate Period, unless any such Tuesday shall not be a Business Day, in
which event the Weekly Interest Rate shall be determined by the Remarketing Agent no later than
the Business Day next preceding such Tuesday.
5
The Weekly Interest Rate shall be the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing Agent
to have been priced or traded under then prevailing market conditions) to be the lowest rate which
would enable the Remarketing Agent to sell the Bonds on the effective date of such rate at a price
(without regard to accrued interest) equal to 100% of the principal amount thereof. If the
Remarketing Agent shall not have determined a Weekly Interest Rate for any period, the Weekly
Interest Rate shall 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 shall apply 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 shall apply to the period commencing on each
Wednesday and ending on the next succeeding Tuesday, unless such Weekly Interest Rate Period
shall end on a day other than Tuesday, in which event the last Weekly Interest Rate for such Weekly
Interest Rate Period shall apply 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 shall the Weekly
Interest Rate exceed 18 % per annum.
Adiustment to Weekly ~..terest Rate Period. The interest rate borne by the Bonds shall be
adjusted to a Weekly Interest Rate upon receipt by the Issuer, the Trustee, the Paying Agent and the
Remarketing Agent of a written notice from the Company. Such notice (1) shall specify the effective
date of such adjustment to a Weekly Interest Rate, which shall be (A) a Business Day not earlier than
the twentieth day following the third Business Day after the date of receipt by the Trustee and Paying
Agent of such notice (or such shorter period after the date of such receipt as is acceptable to the
Trustee), (B) in the case of an adjustment from a Term Interest Rate Period, a day on which the
Bonds could be redeemed at the option of the Company or the day immediately following the last
day of the then-current Term Interest Rate Period, and (C) in the case of an adjustment from a
Flexible Interest Rate Period, either the day immediately following the last day of the then-current
Flexible interest Rate Period or the day immediately following the last day of the last Flexible
Segment for each Bond in the then-current Flexible Interest Rate Period, all as determined in
accordance with clause (1) or (2), respectively, under "--Flexible Interest Rate Period--Adjustment
from Flexible Interest Rates"; provided, however, that if prior to the Company's making such
election, any Bonds shall have been called for redemption and such redemption shall not theretofore
have been effected, the effective date of such Weekly Interest Rate Period shall not precede such
redemption date; and (2) if the adjustment is from a Term Interest Rate Period having a duration in
excess of one year, shall be accompanied by a Favorable Opinion of Bond Counsel with respect to
such adjustment.
Notice of Adjustment to Weekly Interest Rate Period The Trustee shall 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 shall state (1) that the interest rate
on such Bonds will be adjusted to a Weekly Interest Rate (subject to the Company's ability to rescind
its election as described below under "mRescission of Election"), (2) the effective date of such
Weekly Interest Rate Period, (3) that such Bonds are subject to mandatory purchase on such effective
date, (4) the procedures for such mandatory purchase, (5) the purchase price of such Bonds on the
effective date (expressed as a percentage of the principal amount thereof), and (6) that the Owners
of such Bonds do not have the right to retain their Bonds on such effective date.
Term Interest Rate Period
Determination of Term Interes.t Rate. During each Term Interest Rate Period, the Bonds shall
bear interest at the Term Interest Rate determined by the Remarketing Agent on a Business Day
selected by the Remarketing Agent, but not more than 30 days prior to and not later than the effective
date of such Term Interest Rate Period.
The Term Interest Rate shall be the rate determined by the Remarketing Agent on such date,
and communicated on such date to the Trustee, the Paying Agent and the Company, as being the
lowest rate (based on an examination of Tax-Exempt obligations comparable to the Bonds known by
the Remarketing Agent to have been priced or traded under then prevailing market conditions) which
6
would enable the Remarketing Agent to sell the Bonds on the effective date of such Term Interest
Rate Period at a price (without regard to accrued interest) equal to 100% of the principal amount
thereof. If, for any reason, a Term Interest Rate for any Term Interest Rate Period shall not be
determined or effective, then (1) if the then-current Term Interest Rate Period is for one year or less,
the Rate Period for such Bonds will automatically convert to a Daily Interest Rate Period and (2) if
the then-current Term Interest Rate Period is for more than one year, the Rate Period for the Bonds
shall automatically adjust to a Term Interest Rate Period of one year and one day; provided, however,
that if the last day of any successive Term Interest Rate Period shall not be a day immediately
preceding a Business Day, then such successive Term Interest Rate Period shall end on the first day
immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate
Period would end after the day prior to the final maturity date of the Bonds, the next succeeding Rate
Period shall be a Term Interest Rate Period ending on the day prior to the final maturity date of the
Bonds; provided, further, that in the case of clause (2) above, if the Company delivers to the Trustee
a Favorable Opinion of Bond Counsel prior to the end of the then-effective Term Interest Rate
Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If the Daily Interest
Rate for the first day of any such Daily Interest Rate Period or a Daily Interest Period described in
clause (1) above is not determined as described under "--Daily Interest Rate Period--Determination
of Daily Interest Rate," the Daily Interest Rate for the first day of such Daily Interest Rate Period
shall be 80% of the most recent One-Year Note Index theretofore published in The Bond Buyer (or,
if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index, the one-
year note index contained in the publication determined by the Remarketing Agent as most
comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period
described in clause (2) above is not determined as described in the second preceding sentence, the
Term Interest Rate for such Term Interest Rate Period shall be 100% of the most recent One-Year
Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published
or no longer publishes the One-Year Note Index, the one-year note index contained in the publication
determined by the Remarketing Agent as most comparable to The Bond Buyer). In no event shall
any Term Interest Rate exceed 18 % per annum.
Adjustment to or Continuation of Term Interest Rate Period. The interest rate borne by the
Bonds shall be adjusted to or continued as a Term Interest Rate upon receipt by the Issuer, the
Trustee, the Paying Agent and the Remarketing Agent of a written notice from the Company, which
notice shall specify the duration of the Term Interest Rate Period during which the Bonds shall bear,
or continue to bear, interest at a Term Interest Rate. Such notice may specify two or more
consecutive Term Interest Rate Periods and, if it so specifies, shall specify the duration of each such
Term Interest Rate Period as provided in this paragraph. Such notice shall specify the effective date
of each Term Interest Rate Period, which shall be (1) 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 shall be acceptable to the
Trustee), (2) in the case of an adjustment from or continuation of a Term Interest Rate Period, a day
on which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period, and (3) in the case of an
adjustment from a Flexible Interest Rate Period, either the day immediately following the last day
of the then-current Flexible Interest Rate Period or the day immediately following the last day of the
last Flexible Segment for each Bond in the then-current Flexible Interest Rate Period, all as
determined in accordance with clause (1) or (2), respectively, under "--Flexible Interest Rate
Period--Adjustment from Flexible Interest Rates"; provided, however, that if prior to the Company's
making such election, any Bonds shall have been called for redemption and such redemption shall not
have been effected, the effective date of such Term Interest Rate Period shall not precede such
redemption date. Such notice shall also specify (1) the last day of such Term Interest Rate Period
(which shall be either the day preceding the maturity date of the Bonds or a day which both
immediately precedes a Business Day and is at least one year after such effective date) and (2) unless
such Term Interest Rate Period immediately succeeds a Term Interest Rate Period of the same
duration and is subject to the same optional redemption rights, shall be accompanied by a Favorable
Opinion of Bond Counsel with respect to such adjustment.
7
If, by 20 days prior to the end of the then-current Term Interest Rate Period, the Trustee has
not received the Company's notice of an adjustment to a Daily Interest Rate Period, a Weekly Interest
Rate Period, a Term Interest Rate Period or a Flexible Interest Rate Period, accompanied by a
Favorable Opinion of Bond Counsel, then (1) in the event the then-current Term Interest Rate Period
is for one year or less, the Rate Period for the Bonds shall automatically convert to a Daily Interest
Rate Period and (2) in the event the current Term Interest Rate Period is for more than one year, the
Rate Period for the Bonds shall automatically adjust to a Term Interest Rate Period of one year and
one day; provided, however, that if the last day of any successive Term Interest Rate Period shall
not be a day immediately preceding a Business Day, then such successive Term Interest Rate Period
shall end on the first day immediately preceding the Business Day next succeeding such day or, if
such Term Interest Rate Period would end after the day prior to the final maturity date of the Bonds,
the next succeeding Rate Period shall be a Term Interest Rate Period ending on the day prior to the
final maturity date of the Bonds; provided, further, that in the case of clause (2) above, if the
Company delivers to the Trustee a Favorable Opinion of Bond Counsel prior to the end of the then-
effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate
Period. If the Daily Interest Rate for the first day of any such Daily Interest Rate Period or a Daily
Interest Rate Period described in clause (1) above is not determined as described under "--Daily
Interest Rate Period--Determination of Daily Interest Rate," the Daily Interest Rate for the first day
of such Daily Interest Rate Period will be 80 % of the most recent One-Year Note Index theretofore
published in The Bond Buyer (or, if The Bond Buyer is no longer published or no longer publishes
the One-Year Note Index, the one-year note index contained in the publication determined by the
Remarketing Agent as most comparable to The Bond Buyer). If a Term Interest Rate for any such
Term Interest Rate Period described in clause (2) above is not determined as described in the second
preceding sentence, the Term Interest Rate for such Term Interest Rate Period shall be 100% of the
most recent One-Year Note Index theretofore published in The Bond Buyer (or, if _The Bond Buyer
is no longer published or no longer publishes the One-Year Note Index, the one-year note index
contained in the publication determined by the Remarketing Agent as the most comparable to The
Bond ~.
The notice of an adjustment to or continuation of a Term Interest Rate may specify that such
Term Interest Rate Period shall be automatically renewed for successive Term Interest Rate Periods
each having the same duration as the Term Interest Rate Period so specified; provided, however, that
such election must be accompanied by a Favorable Opinion of Bond Counsel .with respect to such
continuing automatic renewals of such Term Interest Rate Period. If such election is made, no
opinion of Bond Counsel shall be required in connection with the commencement of each successive
Term Interest Rate Period determined in accordance with such election.
Notice of Adjustment to or Continuation of Term Interest Rate Period. The Trustee shall give
notice by mail of an adjustment to or continuation of a Term Interest Rate Period to the Owners not
less than 20 days prior to the effective date of such Term Interest Rate Period. Such notice shall
state (1) that the interest rate on the Bonds will be adjusted to, or continue to be, a Term Interest
Rate (subject to the Company's ability to rescind its election as described below under "--Rescission
of Election"), (2) the effective date and the last date of such Term Interest Rate Period, (3) that the
Term Interest Rate for such Term Interest Rate Period will be determined not later than the effective
date thereof, (4) how such Term Interest Rate may be obtained from the Remarketing Agent, (5) the
Interest Payment Dates after such effective date, (6) that during such Term Interest Rate Period, the
holders of such Bonds will not have the right to tender their Bonds for purchase, (7) that, except
when the new Term Interest Rate Period is preceded by a Term Interest Rate Period of the same
duration, such Bonds are subject to mandatory purchase on such effective date, and (8)the
redemption provisions that will apply to the Bonds during such Term Interest Rate Period.
Flexible Interest Rate Period
Determination of Flexible Segments and Flexible Interest Rates. During each Flexible Interest
Rate Period, each Bond shall bear interest during each Flexible Segment for such Bond at the Flexible
Interest Rate for such Bond. Each Flexible Segment for any Bond shall be a period ending on a day
immediately preceding a Business Day, of not less than one nor more than 365 days determined by
the Remarketing Agent to be, in its judgment, the period which, together with all other Flexible
Segments for all Bonds then outstanding, is likely to result in the lowest overall net interest expense
on such Bonds. Any Bond purchased on behalf of the Company and remaining unsold by the
Remarketing Agent as of the close of business on the effective date of the Flexible Segment for such
Bond will have a Flexible Segment of one day or, if such Flexible Segment would not end on a day
immediately preceding a Business Day, a Flexible Segment of more than one day ending on the day
immediately preceding the next Business Day. No Flexible Segment shall extend beyond the final
maturity date of the Bonds.
The Flexible Interest Rate for each Flexible Segment for each Bond shall be the rate determined
by the Remarketing Agent (based on an examination of Tax-Exempt obligations comparable to the
Bonds known by the Remarketing Agent to have been priced or traded under then prevailing market
conditions) no later than the first day of such Flexible Segment (and in the case of a Flexible Segment
of one day, no later than 12:30 p.m. New York time, on such date) to be the lowest rate which
would enable the Remarketing Agent to sell the Bonds on the effective date of such rate at a price
(without regard to accrued interest) equal to 100% of the principal amount thereof. If a Flexible
Segment or a Flexible Interest Rate for a Flexible Segment is not determined or effective, the Flexible
Segment for such Bond shall be a Flexible Segment of one day, and the interest rate for such Flexible
Segment of one day shall be 80 % of the most recent One-Year Note Index theretofore published in
The Bond Buy~ (or, if The Bond Buyer is no longer published or no longer publishes the One-
Year Note Index, the one-year note index contained in the publication determined by the Remarketing
Agent as most comparable to The Bond Buyer). In no event shall any Flexible Interest Rate exceed
18 % per annum.
Adjustment to Flexible Interest Rate Period. The interest rate borne by the Bonds shall be
adjusted to Flexible Interest Rates upon receipt by the Issuer, the Trustee, the Paying Agent and the
Remarketing Agent of a written notice from the Company. Such notice (1) shall specify the effective
date of the Flexible Interest Rate Period which shall be (A) a Business Day not earlier than the
twentieth day following the third Business Day after the date of receipt by the Trustee and Paying
Agent of such notice (or such shorter period after the date of such receipt as shall be acceptable to
the Trustee) and (B) in the case of an adjustment from a Term Interest Rate Period, a day on which
the Bonds could be redeemed at the option of the Company or the day immediately following the last
day of the then-current Term Interest Rate Period; provided, however, that if prior to the Comnanv's
making such election any Bonds have been called for redemption and sucla redemption sl~Jl not
meretofore have been effected, the effective date of the Flexible Interest Rate Period sl'~all not precede
such redemption date and (2) in the case of an adjustment from a Term Interest Rate Period having
a duration in excess of one year, shall be accompanied by a Favorable Opinion of Bond Counsel with
respect to such adjustment. During each Flexible Interest Rate Period commencing on the date so
specified (provided that the Favorable Opinion of Bond Counsel described in clause (2) above, if
required, is reaffirmed as of such date) and ending on the day immediately preceding the effective
date of the next succeeding Rate Period, each Bond shall bear interest at a Flexible Interest Rate
during each Flexible Segment for such Bond.
Notice of Adjustment to Flexible Interest Rate Period. The Trustee shall give notice by mail
of an adjustment to a Flexible Interest Rate Period to the Owners not less than 20 days prior to the
effective date of such Flexible Interest Rate Period. Such notice shall state (1) that the interest rate
on the Bonds will be adjusted to Flexible Interest Rates (subject to the Company's ability to rescind
its election as described below under "--Rescission of Election"), (2) the effective date of such
Flexible Interest Rate Period, (3) that such Bonds are subject to mandatory purchase on the effective
date of such Flexible Interest Rate Period, (4) the procedures for such mandatory purchase, and
(5) that the Owners of such Bonds do not have the right to retain their Bonds on such effective date.
Adjustment from Flexible Interest Rates. At any time during a Flexible Interest Rate Period,
the interest rate borne by the Bonds shall be adjusted from Flexible Interest Rates and the Bonds shall
instead bear interest as otherwise permitted in the Indenture, upon receipt by the issuer, the Trustee,
the Paying Agent and the Remarketing Agent of written notice from the Company specifying the Rate
Period to follow with respect to such Bonds and instructing the Remarketing Agent to:
9
(1) determine Flexible Segments of such duration that, as soon as possible, all
Flexible Segments shall end on the same date, not earlier than the eleventh day following
the third Business Day (or such shorter period acceptable to the Trustee) following the
receipt by the Trustee and Paying Agent of notice from the Company, which date shall be
the last day of the then-current Flexible Interest Rate Period, and, upon the establishment
of such Flexible Segments, the day next succeeding the last day of all such Flexible
Segments shall be the effective date of the Rate Period elected by the Company; or
(2) determine Flexible Segments of such duration that will, in the judgment of the
Remarketing Agent, best promote an orderly transition to the next succeeding Rate Period
beginning not earlier than the eleventh day following the third Business Day (or such
shorter period acceptable to the Trustee) after the receipt by the Trustee and Paying Agent
of such notice; provided, however, that if such next succeeding Rate Period is a Term
Interest Rate Period, that such transition be completed before the end of such Term Interest
Rate Period so that the Term Interest Rate Period for all of the Bonds shall end on the
same date.
If the Company selects alternative (2) above, the day next succeeding the last day of the Flexible
Segment for each Bond of an Issue shall be with respect to such Bond the effective date of the Rate
Period elected by the Company. An adjustment from a Flexible Interest Rate Period described in this
paragraph may result in some of the Bonds bearing interest at a Daily Interest Rate, Weekly Interest
Rate or Term Interest Rate while other Bonds continue to bear interest at Flexible Interest Rates until
all Bonds are adjusted from the Flexible Interest Period.
Determination Conclusive
The determination of the various interest rates and Flexible Segments referred to above shall be
conclusive and binding upon the Remarketing 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 or, in the case of a Term Interest Rate
Period, continue a Rate Period prior to the effective date of such adjustment or continuation by giving
written notice of rescission to the Issuer, the Trustee, the Paying Agent and the Rernarketing Agent
prior to such effective date. At the time the Company gives notice of the rescission, it may also elect
in such notice to continue the Rate Period then in effect; provided, however, that if the Rate Period
then in effect is a Term Interest Rate Period, the subsequent Term Interest Rate Period shall not be
of a different duration than the Term Interest Rate Period then in effect unless the Company provides
to the Trustee a Favorable Opinion of Bond Counsel prior to the expiration of the then-current Term
Interest Rate Period. If the Trustee receives notice of such rescission prior to the time the Trustee
has given notice to the Owners of the change in or continuation of Rate Periods, then such notice of
change in or continuation of Rate Periods shall be of no force and effect and shall not be given to
the Owners. If the Trustee receives notice of such rescission after the Trustee has given notice to
the Owners of (i) an adjustment from any Rate Period other than a Term Interest Rate Period in
excess of one year or (ii) an attempted adjustment from one Rate Period (other than a Term Interest
Rate Period in excess of one year) to another Rate Period that does not become effective for any
other reason, and if the Company does not elect to continue the Rate Period then in effect, then the
Rate Period for the Bonds shall automatically adjust to or continue in a Daily Interest Rate Period
and the Trustee shall immediately give notice thereof to the Owners of the Bonds. If the Trustee
receives notice of such rescission after the Trustee has given notice to the Owners of an adjustment
from a Term Interest Rate Period in excess of one year to another Rate Period (including a Term
Interest Rate Period of a different duration), or if an attempted adjustment from a Term Interest Rate
Period in excess of one year to another Rate Period (including a Term Interest Rate Period of a
different duration) does not become effective for any reason and if the Company does not elect to
continue the Term Interest Rate Period then in effect, then the Rate Period for the Bonds shall
10
continue to be a Term Interest Rate Period of the same duration as the immediately preceding Term
Interest Rate Period, subject to the second proviso contained in the paragraph above under "--Term
Interest Rate Period--Determination of Term Interest Rate"; provided that if the Company delivers
to the Trustee a Favorable Opinion of Bond Counsel prior to the end of the then effective Term
Interest Rate Period, the Rate Period for the Bonds shall be as directed by the Company in writing.
If a Daily Interest Rate for the first day of any Daily Interest Rate Period to which a Rate Period is
adjusted in accordance with this paragraph is not determined as described in "--Daily Interest Rate
Period--Determination of Daily Interest Rate," the Daily Interest Rate for the first day of such Daily
Interest Rate Period shall be 80 % of the most recent One-Year Note Index theretofore published in
The Bond Buyer (or, if The Bond Buy.~. 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 shall 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 shall be
subject to mandatory purchase as specified in such notice.
Optional Purchase
Daily Interest Rate Period. During any Daily Interest Rate Period, any Bond (or portions
thereof in Authorized Denominations) shall be purchased at the option of the owner thereof on any
Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued interest,
if any, to the date of purchase upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee, not later than 11:00
a.m., New York time, on such Business Day, of an irrevocable written or telephonic
notice, which states the principal amount and certificate number (if the Bonds are not then
held in book-entry form) of such Bond to be purchased and the date of such purchase; and
(b) except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a member or participant
in a "signature guarantee program" as provided in the form of assignment attached to such
Bond to the Delivery Office of the Trustee at or prior to 1:00 p.m., New York time, on
such purchase date.
Weekly Interest Rate Period. During any Weekly Interest Rate Period, any Bond (or portions
thereof in Authorized Denominations) shall be purchased at the option of the owner thereof on any
Wednesday, or if such Wednesday is not a Business Day, the next succeeding Business Day at a
purchase price equal to 100% of the principal amount thereof plus accrued interest, if any, to the date
of purchase upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee of an irrevocable
written notice or telephonic notice (promptly confirmed in writing) by 5:00 p.m., New
York time, on any Business Day, which states the principal amount and certificate number
(if the Bonds are not then held in book-entry form) of such Bond to be purchased and the
date on which such Bond is to be purchased, which date shall not be prior to the seventh
day next succeeding the date of the delivery of such notice to the Trustee; and
(b) except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a member or participant
in a "signature guarantee program" as provided in the form of assignment attached to such
Bond to the Delivery Office of the Trustee at or prior to 1:00 p.m., New York time, on
the purchase date specified in such notice.
11
Term Interest Rate Period. Any Bond (or portions thereof in Authorized Denominations) shall
be purchased at the option of the owner thereof on the first day of any Term Interest Rate Period that
follows a Term Interest Rate Period of equal duration, at a purchase price equal to (1) if the Bond
is purchased on or prior to the Record Date, 100% of the principal amount thereof plus accrued
interest from the Interest Payment Date next preceding the date of purchase to the date of purchase
(unless the date of purchase shall be an Interest Payment Date in which case the purchase price shall
be equal to the principal amount thereof) or (2) if the Bond is purchased after the Record Date, 100%
of the principal amount thereof, upon:
(a) delivery to the Trustee at the Delivery Office of the Trustee on any Business
Day not less than 15 days before the purchase date of an irrevocable notice in writing by
5:00 p.m., New York time, which states the principal amount and certificate number (if
the Bonds are not then held in book-entry form) of such Bond to be so tendered for
purchase; and
(b) except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a member or participant
in a "signature guarantee program" as provided in the form of assignment attached to such
Bond to the Delivery Office of the Trustee at or prior to 1:00 p.m., New York time, on
the date of such purchase.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE BENEFICIAL
OWNER OF THE BONDS THROUGH ITS DIRECT PARTICIPANT (AS HEREINAFTER
DEFINED) SHALL GIVE NOTICE TO THE TRUSTEE TO ELECT TO HAVE SUCH BONDS
PURCHASED, AND SHALL EFFECT DELIVERY OF SUCH BONDS BY CAUSING SUCH
DIRECT PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL TO SUCH
BENEFICIAL OWNER'S INTEREST ON THE RECORDS OF DTC TO THE TRUSTEE'S
PARTICIPANT ACCOUNT WITH DTC. THE REQUIREMENT FOR PHYSICAL DELIVERY
OF THE BONDS IN CONNECTION WITH ANY PURCHASE PURSUANT TO THE
PROVISIONS DESCRIBED ABOVE SHALL BE DEEMED SATISFIED WHEN THE
OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC PARTICIPANTS ON
THE RECORDS OF DTC. SEE "--Book-Entry System."
Mandatory Purchase
The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the principal
amount thereof, plus accrued interest to the purchase date described below, upon the occurrence of
any of the events stated below:
(a) as to any Bond, on the effective date of any change in a Rate Period, other than
the effective date of a Term Interest Rate Period which was preceded by a Term Interest
Rate Period of the same duration; or
(b) as to each Bond in a Flexible Interest Rate Period, on the day next succeeding
the last day of any Flexible Segment with respect to such Bond.
When Bonds are subject to redemption pursuant to paragraph (c) below under "--Optional
Redemption of Bonds," the Bonds are also subject to mandatory purchase on a day that the Bonds
would be subject to redemption, at a purchase price equal to 100% of the principal amount thereof
plus an amount equal to any premium which would have been payable on such redemption date had
the Bonds been redeemed if the Company gives notice to the Trustee on the day prior to the
redemption date that it elects to have the Bonds purchased in lieu of redemption. If the Bonds are
purchased on or prior to the Record Date, the purchase price shall include accrued interest from the
Interest Payment Date next preceding the date of purchase to the date of purchase (unless the date
of purchase shall be .an Interest Payment Date, in which case the purchase price shall be equal to the
12
amount specified in the preceding sentence). If the Bonds are purchased after the Record Date, the
purchase price shall not include accrued interest.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF
MANDATORY PURCHASE OF BONDS SHALL BE GIVEN BY THE TRUSTEE TO DTC
ONLY, AND NEITHER THE ISSUER, THE TRUSTEE, THE COMPANY, THE UNDERWRITER
NOR THE REMARKETING AGENT SHALL HAVE ANY RESPONSIBILITY FOR THE
DELIVERY OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC,
BY ANY DIRECT PARTICIPANTS TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY
DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS TO BENEFICIAL OWNERS OF THE
BONDS. FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE
REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WITH ANY
PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE SHALL BE DEEMED
SATISFIED WHEN THE OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY
DIRECT PARTICIPANTS ON THE RECORDS OF DTC. SEE "--Book-Entry System."
Purchase of Bonds
On the date on which Bonds are delivered to the Trustee for purchase as specified above under
"--Optional Purchase" or "--Mandatory Purchase," the Trustee shall pay the purchase price of such
Bonds solely from the following sources in the order of priority indicated, and the Trustee has no
obligation to use funds from any other source:
(a) proceeds from the remarketing and sale of such Bonds;
(b) moneys furnished by the Trustee upon defeasance of such Bonds, such moneys to be
applied only to the purchase of Bonds which are deemed to be defeased; and
(c)any other moneys furnished by the Company to the Trustee for purchase of the
Bonds;
provided, however, that funds for the payment of the purchase price of defeased Bonds shall be
derived only from the sources described in (a) and (b) above, in such order of priority.
Remarketing of Bonds
The Remarketing Agent shall offer for sale and use its best efforts to remarket any Bond subject
to purchase pursuant to the optional or mandatory purchase provisions described above, any such
remarketing to be made at a price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the purchase date. The Company may direct the Remarketing Agent from time
to time to cease and to resume sales efforts with respect to some or all of the Bonds.
Optional Redemption of Bonds
The Bonds may be redeemed at the option of the Company, in whole, or in part by lot, prior
to their maturity as follows:
(a) On any Business Day during a Daily Interest Rate Period or Weekly interest Rate
Period, the Bonds may be redeemed at a redemption price equal to 100% of the principal amount
thereof plus accrued interest, if any, to the date of redemption.
(b) During any Flexible Interest Rate Period, each Bond may be redeemed on the day
next succeeding the last day of each Flexible Segment for such Bond at a redemption price equal to
100% of its principal amount.
(c) During any Term Interest Rate Period and on the day next succeeding the last day of
each Term Interest Rate Period, the Bonds may be redeemed during the periods specified below, in
13
whole or in part at any time, at the redemption prices set forth below plus accrued interest, if any,
to the redemption date:
Length of Term
interest Rate Period
Greater than 13 years
Redemption Dates and Prices
At any time on or after the 10th anniversary of the effective date
of the Term interest Rate Period at 102 % declining 1% annually
to 100%
Greater than 10 and less At any time on or after the 5th anniversary of the effective date
than or equal to 13 years of the Term interest Rate Period at
102% declining 1% annually to 100%
Greater than 7 and less At any time on or after the 3rd anniversary of the effective date
than or equal to 10 years of the Term Interest Rate Period at
102% declining 1% annually to 100%
Greater than 4 and less At any time on or after the 2nd anniversary of the effective date
than or equal to 7 years of the Term Interest Rate Period at
101% declining 1/2% annually to 100%
Greater than 2 and less At any time on or after the 2nd anniversary of the effective date
than or equal to 4 years of the Term Interest Rate Period at
101% declining 1/2% each six months thereafter to 100%
Greater than 1 and less At any time on
than or equal to
1/2 % declining
or after the 1st anniversary of the effective date
2 years of the Term Interest Rate Period at 100-
1/2% six months thereafter to 100%
Less than or equal to 1 year Not redeemable
With respect to any Term Interest Rate Period, the Company may specify in the notice described
above in the third paragraph under "--Term Interest Rate Period--Adjustment to or Continuation of
Term Interest Rate Period" redemption provisions, prices and periods other than those set forth
above; provided, however, that such notice shall be accompanied by a Favorable Opinion of Bond
Counsel.
Extraordinary Optional Redemption of Bonds
At any time, the Bonds shall be subject to redemption at the option of the Company in whole
or in part (and if in part, by lot), at a redemption price equal to 100% of the principal amount
thereof plus accrued interest to the redemption date, upon receipt by the Trustee of a written notice
from the Company stating that any of the following events has occurred and that the Company
therefore intends to exercise its option to prepay the payments due under the Loan Agreement in
whole or in part and thereby effect the redemption of the Bonds in whole or in part to the extent of
such prepayments:
(i) the Company shall have determined that the continued operation of the Plant is
impracticable, uneconomical or undesirable for any reason; or
(ii) the Company shall have determined that the continued operation of the Project and
the Prior Project is impracticable, uneconomical or undesirable due to (A) the imposition of
taxes, other than ad valorem taxes currently levied upon privately owned property used for the
same general purpose as the Project and the Prior Project, or other liabilities or burdens with
respect to the Project and the Prior Project or the operation thereof, (B) changes in technology,
in environmental standards or legal requirements or in the economic availability of materials,
14
supplies, equipment or labor or (C) destruction of or damage to all or part of the Project and
the Prior Project; or
¯ (iii) all or substantially all of the Project and the Prior Project or the Plant shall have
been condemned or taken by eminent domain; or
(iv) the operation of the Project and the Prior Project or the Plant shall have been enjoined
or shall have otherwise been prohibited by, or shall conflict with, any order, decree, rule or
regulation of any court or of any federal, state or local regulatory body, administrative agency
or other governmental body.
Special Mandatory Redemption of Bonds
The Bonds are subject to mandatory redemption at 100% of the principal amount thereof plus
accrued interest, if any, to the date of redemption in whole within 180 days following a
"Determination of Taxability" as defined below; provided that, if in the opinion of Bond Counsel
delivered to the Trustee, the redemption of a specified portion of the Bonds outstanding would have
the result that interest payable on the Bonds remaining outstanding after such redemption would
remain Tax-Exempt, then the Bonds shall be redeemed in part by lot (in Authorized Denominations)
in such amount as Bond Counsel in such opinion shall have determined is necessary to accomplish
that result. A "Determination of Taxability" shall be deemed to have occurred if, as a result of an
Event of Taxability (as defined below), a final decree or judgment of any federal court or a final
action of the Internal Revenue Service determines that interest paid or payable on any Bond is or was
includable in the gross income of an owner of the Bonds for federal income tax purposes under the
Code (other than an owner who is a "substantial user" or "related t~erson" within the meaning of
either Section 147(a) of the Code or Section 103(b)(13) of the 1954 C~ode. However, no such decree
or action will be considered final for this purpose unless the Company has been given written notice
and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same,
either directly or in the name of any owner of a Bond, and until conclusion of any appellate review,
if sought. If the Trustee receives written notice from any owner stating (i) that the owner has been
notified in writing by the Internal Revenue Service that it proposes to include the interest on any
Bond in the gross income of such owner for the reasons described therein or any other proceeding
has been instituted against such owner which may lead to a final decree or action as described in the
Loan Agreement, and (ii) that such owner will afford the Company the opportunity to contest the
same, either directly or in the name of the owner, until a conclusion of any appellate review, if
sought, then the Trustee shall promptly give notice thereof to the Company, the Issuer and the owner
of each Bond then outstanding. If a final decree or action as described above thereafter occurs and
the Trustee has received written notice thereof at least 45 days prior to the redemption date, the
Trustee shall make the required demand for prepayment of the amounts payable under the Loan
Agreement for prepayment of the Bonds and give notice of the redemption of the Bonds at the earliest
practical date, but not later than the date specified in the Loan Agreement, and in the manner
provided by the Indenture. An "Event of Taxability" means the failure of the Company to observe
any covenant, agreement or representation in the Loan Agreement, which failure results in a
Determination of Taxability.
Procedure for and Notice of Redemption
If less than all of the Bonds are called for redemption, the particular Bonds or portions thereof
to be redeemed shall be selected by the Trustee, by lot. In selecting Bonds for redemption, the
Trustee shall treat each Bond as representing that number of Bonds which is obtained by dividing the
principal amount of each Bond by the minimum Authorized Denomination. Any Bonds selected for
redemption which are deemed to be paid in accordance with the provisions of the Indenture will cease
to bear interest on the date fixed for redemption. Subject to the procedures described below under
"--Book-Entry System" for Bonds held in book-entry form, upon presentation and surrender of such
Bonds at the place or places of payment, such Bonds shall be paid. Notice of redemption shall be
given by mail as provided in the Indenture, at least 30 days and not more than 60 days prior to the
redemption date, provided that the failure to duly give notice by mailing to any Owner, or any defect
15
therein, shall not affect the validity of any proceedings for the redemption of any Bonds in respect
of which no such failure has occurred.
With respect to notice of any optional redemption of the Bonds, as described above, unless upon
the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of the
Indenture, such notice may state that such redemption is conditional upon the receipt by the Trustee,
on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of,
premium, if any, and interest on such Bonds to be redeemed. If such moneys are not so received,
the redemption shall not be made and the Trustee shall give notice, in the manner in which the notice
of redemption was given, that such redemption will not take place.
Book-Entry System
The following information in this section concerning DTC and DTC's book-entry system has been
obtained from sources (including DTC) that the Company believes to be reliable, but none of the
Company, the Issuer or the Underwriter takes any responsibility for the accuracy of such information.
The Depository Trust Company CDTC"), New York, New York, will act as securities
depository for the Bonds. The Bonds will be issued as fully registered bonds registered in the name
of Cede & Co., as nominee for DTC. One fully registered Bond certificate will be issued in the
aggregate principal amount of the Bonds and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of securities certificates.
Direct Participants (the "Direct Participants") include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned by a number of
its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange,
Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
Purchases of Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Bonds on DTC's records. The ownership interest of each
Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant through which the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to
be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in the Bonds,
except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their
registration in the name of Cede & Co. effect no 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 Participants to whose accounts such Bonds are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
16
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
reqmrements as may be in effect from time to time.
As long as the book-entry system is used for the Bonds, redemption notices shall be sent to
Cede & Co. If less than all of the Bonds are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such Issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual
procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants
to whose accounts the Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
As long as the book-entry system is used for the Bonds, principal or purchase price of and
premium, if any, and interest payments on, the Bonds will be made to DTC. DTC's practice is to
credit Direct Participants' accounts on the applicable payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment
on such date. Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for the accounts of customers
in bearer form or registered in "street name," and will be the responsibility of such Participant and
not of DTC, the Company, the Paying Agent, the Trustee, the Underwriter, the Remarketing Agent
or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal, purchase price, premium and interest with respect to the Bonds to DTC
is the responsibility of the Issuer or the Paying Agent, disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.
A Beneficial Owner, through a Direct Participant acting on behalf of such Beneficial Owner or
an Indirect Participant acting on behalf of such Beneficial Owner, shall give notice to the Trustee of
its election to have Bonds tendered for purchase, and shall effect delivery of such Bonds by causing
the Direct Participant to transfer on DTC's records the Direct Participant's interest in the Bonds to
the Trustee. The requirement for physical delivery of Bonds in connection with an optional or
mandatory purchase will be deemed satisfied when the ownership rights in such Bonds are transferred
by Direct Participants to the account of the Trustee on DTC's records.
DTC may discontinue providing its services as securities depository with respect to the Bonds
at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in
the event that a successor securities depository is not obtained, Bond certificates are required to be
printed and delivered. The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event, Bond certificates will be
printed and delivered.
None of the Issuer, the Company, the Underwriter, the Remarketing Agent, the Trustee nor the
Paying Agent will have any responsibility or obligation to any securities depository, any Participants
m the Book-Entry System or the Beneficial Owners with respect to (i) the accuracy of any records
maintained by the securities depository or any Participant; (ii) the payment by the securities
depository or by any Participant of any amount due to any Beneficial Owner in respect of the
principal amount or redemption of, or interest on, any Bonds; (iii) the delivery of any notice by the
securities depository or any Participant; (iv) the selection of the Beneficial Owners to receive payment
in the event of any partial redemption of the Bonds; or (v) any other action taken by the securities
depository or any Participant.
17
THE LOAN AGREEMENT
The following is a summary of certain provisions of the Loan Agreement.
made to the Loan Agreement in its entirety for the detailed provisions thereof
Issuance of the Bonds
Reference is hereby
The Issuer is issuing the Bonds for the purposes of loaning the proceeds thereof to the Company
to finance a portion of the Company's cost of the Project and of refunding the Prior Bonds. It is
expected that $18,600,000 of the proceeds from the sale of the Bonds will be deposited with the
trustee for the 1990A Prior Bonds and invested in permitted investments to provide for the payment
of the 1990A Prior Bonds upon the redemption thereof, that $2,185,851 of the proceeds from the sale
of the Bonds, together with funds of the Company, will be applied to the redemption of the 1995-T
Prior Bonds and that $3,614,149 of the proceeds from the sale of the Bonds will be paid to the
Trustee for deposit into a Construction Fund established pursuant to the Indenture.
Loan Payments
As and for repayment of the loan made to the Company by the Issuer, the Company will pay
to the Trustee, for the account of the Issuer, an amount equal to the principal of, premium, if any,
and interest on the Bonds when due on the dates, in the amounts and in the manner provided in the
Indenture for the payment of the principal of, premium, if any, and interest on the Bonds, whether
at maturity, upon redemption, acceleration or otherwise (the "Loan Payments"); provided, however,
that the obligation of the Company to make any such Loan Payment will be reduced by the amount
of any moneys held by the Trustee under the Indenture and available for such payment.
In the event that the Company fails to make timely payments to the Trustee under the Loan
Agreement, the payment so in default will continue as an obligation of the Company until the amount
in default shall have been fully paid, and the Company will pay interest on any overdue amount with
respect to the principal of such Bonds and, to the extent permitted by law, on any overdue amount
with respect to premium, if any, and interest on such Bonds, at the interest rate borne by such Bonds
until paid.
The payments to be made by the Company pursuant to the Loan Agreement will be pledged
under the Indenture by the Issuer to the Trustee, and the Company is to make all payments
thereunder and thereon directly to the Trustee.
Payments of Purchase Price
The Company will pay or cause to be paid to the Trustee amounts equal to the amounts to be
paid by the Trustee pursuant to the Indenture for the purchase of outstanding Bonds thereunder (see
"The Bonds--Optional Purchase" and "--Mandatory Purchase"), such amounts to be paid to the
Trustee as the purchase price for the Bonds tendered for purchase pursuant to the Indenture, on the
dates such payments are to be made; provided, however, that the obligation of the Company to make
any such payment under the Loan Agreement shall be reduced by the amount of any moneys held by
the Trustee under the Indenture and available for such payment.
Obligation Absolute
The Company's obligation to make payments under the Loan Agreement will be absolute,
irrevocable and unconditional and will not be subject to cancellation, termination or abatement, or
to any defense other than payment, or to any right of setoff, counterclaim or recoupment arising out
of any breach under the Loan Agreement or the Indenture or otherwise by the Company, the Trustee,
the Remarketing Agent or any other party or out of any obligation or liability at any time owing to
the Company by any such party.
18
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,,Payit, tg Agent,
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor s Ratings Group ( S&P ') directly
to such entities. The Company shall also pay all expenses of the prior trustees in connection with
the refunding of the Prior Bonds.
Tax Covenants; Tax-Exempt Status of Bonds
The Company covenants that the Bond proceeds, the earnings thereon and other moueys on
deposit with respect to the Bonds will not be used in such a manner as to cause the Bonds to be
"arbitrage bonds" within the meaning of the Code.
The Company covenants that it has not taken, and will not take, or permit to be taken on its
behalf, any action which would adversely affect the Tax-Exempt status of the Bonds and will take,
or require to be taken, such action as may, from time to time, be required under applicable law or
regulation to continue to cause the Bonds to be Tax-Exempt. See "Tax Exemption."
Other Covenants of the Company
. Mainte...nance of.. Existence; ConditionsUnder Which Ex.ceptions Perrnitted. The Cutup:my shallmaintain in goou stanomg its corporate exlstence as a corporation organized under the laws of t)lte
of the states of the United States or the District of Columbia and will remain duly qualified to do
business in the State of Wyoming, will not dissolve or otherwise dispose of all or substantially all
of its assets and will not consolidate with or merge into another corporation; provided, however, that
the Company may, without violating the foregoing, undertake from time to time any one or more of
the following: (a) consolidate with or merge into another domestic corporation (i.e., a corpt~ration
incorporated and existing under the laws of one of the states of the United States or of the District
of Columbia), or sell or otherwise transfer to another domestic corporation all or substantially all of
its assets as an entirety and thereafter dissolve, provided the resulting, surviving or tr:msfcree
corporation, as the case may be, shall be the Company or a corporation qualified to do business in
the State of Wyoming as a foreign corporation or incorporated and existing under the laws of the
State of Wyoming, which as a result of the transaction shall have assumed (either by operation of law
or in writing) all of the obligations of the Company under the Loan Agreement; or (b) convey all or
substantially all of its assets to one or more wholly owned subsidiaries of the Company so long as
the Company shall remain in existence and primarily liable on all of its obligations under the Loan
Agreement and such subsidiary or subsidiaries to which such assets shall be so conveyed sh:dl
guarantee in writing the performance of all of the Company's obligations under the Loan Agreement.
Assi~nm.ent. The Company's interest in the Loan Agreement may be assigned in whole or in
part by the Company to another entity, subject, however, to the conditions that no assignment shall
(a) adversely affect the Tax-Exempt status of the Bonds or (b) relieve (other than as described in the
preceding paragraph) the Company from primary liability for its obligations to make the Loan
Payments or to make payments to the Trustee with respect to payment of the purchase price of the
Bonds or for any other of its obligations under the Loan Agreement; and subject further to the
condition that the Company shall have delivered to the Trustee 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 will not impair the validity of the Bonds under the
Act or adversely affect the Tax-Exempt status of the Bonds. The Company shall, within 30 days
after the delivery thereof, furnish to the Issuer and the Trustee a true and complete copy of the
agreements or other documents effectuating any such assignment.
Maintenance and Repair; Taxes, Etc. The Company shall maintain the Project and the Prior
Project in good repair, keep the same insured in accordance with standard industry practice and pay
all costs thereof. The Company shall pay or cause to be paid all taxes, special assessments and
governmental, utility and other charges with respect to the Project and the Prior Project.
19
The Company may at its own expense cause the Facilities to be remodeled or cause such
substitutions, modifications and improvements to be made to the Facilities from time to time as the
Company, in its discretion, may deem to be desirable for its uses and purposes, which remodeling,
substitutions, modifications and improvements shall be included under the terms of the Loan
Agreement as part of the Facilities; provided, however, that the Company shall not exercise any such
right, power, election or option if the proposed remodeling, substitution, modification or
improvement would adversely affect the Tax-Exempt status of the Bonds.
Anything in the Loan Agreement to the contrary notwithstanding, the Company shall have the
right at any time to cause the operation of the Facilities to be terminated if the Company shall have
determined that the continued operation of the Project, the Prior Project or the Facilities is
uneconomical for any reason.
Defaults
Each of the following events will constitute an "Event of Default" under the Loan Agreement:
(a) a failure by the Company to make when due any Loan Payment or any payment
required to be made to the Trustee for the purchase of Bonds, which failure shall have resulted
in an "Event of Default" as described herein in paragraph (a), (b) or (c) under "The
Indenture--Defaults";
(b) a failure by the Company to pay when due any amount required to be paid under the
Loan Agreement or to observe and perform any other covenant, condition or agreement on the
Company's part to be observed or performed under the Loan Agreement (other than a failure
described in clause (a) above), which failure continues for a period of 60 days (or such longer
period as the Issuer and the Trustee may agree to in writing) after written notice given to the
Company by the Trustee or to the Company and the Trustee by the Issuer; provided, however,
that if such failure is other than for the payment of money and cannot be corrected within the
applicable period, such failure shall not constitute an Event of Default so long as the Company
institutes corrective action within the applicable period and such action is being diligently
pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of the
Company.
The Loan Agreement provides that, with respect to any Event of Default described in clause Co)
above if, by reason of acts of God, strikes, orders of political bodies, certain natural disasters, civil
disturbances and certain other events specified in the Loan Agreement, or any cause or event not
reasonably within the control of the Company, the Company is unable in whole or in part to carry
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, payments to the Trustee for the purchase of Bonds, to pay certain expenses and taxes, to
indemnify the Issuer, the Trustee and others against certain liabilities, to discharge liens and to
maintain its existence), the Company shall not be deemed in default by reason of not carrying out
such agreements or performing such obligations during the continuance of such inability.
Remedies
Upon the occurrence and continuance of any Event of Default described in (a) or (c) in the
second preceding paragraph, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds shall have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments shall, without further action, become and be
immediately due and payable. Any waiver of any Event of Default under the indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event or
20
Events of Default under the Loan Agreement and a rescission and annulment of the consequences
thereof. See "The Indenture--Defaults."
Upon the occurrence and continuance of any Event of Default under the Loan Agreement, the
issuer may take any action at law or in equity to collect any payments then due and thereafter to
become due, or to seek injunctive relief or specific performance of any obligation, agreement or
covenant of the Company under the Loan Agreement.
Any amounts collected from the Company upon an Event of Default under the Loan Agreement
will be applied in accordance with the Indenture.
Amendments
The Loan Agreement may be amended by the Issuer and the Company subject to the limitations
contained in the Indenture. See "The Indenture--Amendment of the Loan Agreement."
THE INDENTURE
The following is a summary of certain provisions of the Indenture.
to the Indenture in its entirety for the detailed provisions thereof.
Pledge and Security
Reference is hereby made
Pursuant to the indenture, the Loan Payments will be pledged by the Issuer to secure the
payment of the principal of, and premium, if any, and interest on, the Bonds and all other amounts
payable under the Indenture. The Issuer will also pledge and assign to the Trustee all its rights and
interests under the Loan Agreement (other than its rights to indemnification and reimbursement of
expenses and certain other rights), and has pledged to the Trustee all moneys and obligations
deposited or to be deposited in the Bond Fund established with the Trustee; provided that the Trustee
will have a prior claim on the Bond Fund for the payment of its compensation and expenses and for
the repayment of any advances (plus interest thereon) made by it to effect performance of certain
covenants in the Indenture if the Company has failed to make any payment which results in an Event
of Default under the Loan Agreement.
Construction Fund
A portion of the net proceeds from the sale of the Bonds will be deposited in a Construction
Fund established with the Trustee pursuant to the Indenture. Payments will be made from the
Construction Fund upon requisition by the Company to pay costs incurred in connection with the
acquisition, construction and installation of the Project. See "Use of Proceeds" above.
Bond Fund
There is created under the Indenture a Bond Fund to be held by the Trustee and therein
established a Principal Account and an interest Account. Payments made by the Company under the
Loan Agreement in respect of the principal of, premium, if any, and interest on, the Bonds and
certain other amounts specified in the indenture are to be deposited in the appropriate account in the
Bond Fund. While any Bonds are outstanding and except as provided in a Tax Exemption Certificate
and Agreement among the Trustee, the Issuer and the Company (the Tax Certificate ), moneys in
the Bond Fund will be used solely for the payment of the principal of, and premium, if any, and
interest on, the Bonds as the same shall become due and payable at maturity, upon redemption or
upon acceleration of maturity, subject to the prior claim of the Trustee, to the extent described above
in "--Pledge and Security."
21
Investment of Funds
Subject to the provisions of the Tax Certificate, moneys in the Bond Fund and the Construction
Fund will, at the direction of the Company, be invested in securities or obligations specified in the
Indenture. Gains from such investmentswill be credited, and any loss will be charged, to the
particular fund or account from which the investments were made.
Defaults
Each of the following events will constitute an "Event of Default" under the Indenture:
(a) a failure to pay the principal of, or premium, if any, on any of the Bonds when the
same becomes due and payable at maturity, upon redemption or otherwise;
Co) a failure to pay an installment of interest on any of the Bonds for a period of one day
after such interest has become due and payable;
(c) a failure to pay amounts due in respect of the purchase price of Bonds as provided
under the captions "The Bonds--Optional Purchase" and "--Mandatory Purchase";
(d) a failure by the Issuer to observe and perform any covenant, condition, agreement or
provision contained in the Bonds or the Indenture (other than a failure described in clause (a),
(b) or (c) above), which failure shall continue for a period of 90 days after written notice has
been given to the issuer and the Company by the Trustee, which notice may be given at the
discretion of the Trustee and must be given at the written request of the Owners of not less than
25 % in principal amount of Bonds then outstanding, unless such period is extended prior to its
expiration by the Trustee, or by the Trustee and the Owners of a principal amount of Bonds not
less than the principal amount of Bonds the Owners of which requested such notice, as the case
may be; provided, however, that the Trustee, or the Trustee and the Owners of such principal
amount of Bonds, as the case may be, will be deemed to have agreed to an extension of such
period if corrective action is initiated by the Issuer, or the Company on behalf of the Issuer,
within such period and is being diligently pursued; or
(e) an "Event of Default" under the Loan Agreement.
Remedies
Upon the occurrence (without waiver or cure) of an Event of Default described in clause (a),
Co) or (c) of the preceding paragraph or an Event of Default described in clause (e) of the preceding
paragraph resulting from an "Event of Default" under the Loan Agreement as described under clause
(a) or (c) of "The Loan Agreement--Defaults" herein, then the Trustee may (and upon the written
request of the Owners of not less than 25 % in principal amount of the Bonds then outstanding shall),
by written notice by first-class mail to the Issuer and the Company, declare the Bonds to be
immediately due and payable, whereupon the Bonds shall, without further action, become
immediately due and payable.
The provisions described in the preceding paragraph are subject to the condition that if, after
the principal of the Bonds shall have been so declared to be due and payable and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Issuer shall cause to be deposited with the Trustee a sum sufficient to pay all matured
installments of interest upon all Bonds, any unpaid purchase price and the principal of any and all
Bonds which shall have become due otherwise than by reason of such declaration (with interest upon
such principal and, to the extent permissible by law, on overdue installments of interest, at the rate
per annum specified in the Bonds) and such amount as shall be sufficient to cover reasonable
compensation and reimbursement of expenses payable to the Trustee, and all Events of Default under
the Indenture (other than nonpayment of the principal of Bonds which shall have become due by said
declaration) shall have been remedied, then, in every such case, such Event of Default shall be
22
deemed waived and such declaration and its consequences rescinded and annulled, and the Trustee
shall promptly give written notice of such waiver, rescission and annulment to the Issuer and the
Company and shall give notice thereof to Owners of the Bonds by first-class mail; provided,
however, that no such waiver, rescission and annulment shall extend to or affect any other Event of
Default or subsequent Event of Default or impair any right, power or remedy consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the Trustee
may, and upon the written direction of the Owners of not less than 25 % in principal amount of the
Bonds outstanding and receipt of indemnity to its satisfaction (except against gross negligence or
willful misconduct) shall, pursue any available remedy to enforce the rights of the Owners of the
Bonds and require the Company or the Issuer to carry out any agreements, bring suit upon the
Bonds, require the Issuer to account as if it were the trustee of an express trust for the Owners of
the Bonds or enjoin any acts or things which may be unlawful or in violation of the rights of the
Owners of the Bonds. The Trustee is not required to take any action in respect of an Event of
Default (other than, in certain circumstances, to declare the Bonds to be immediately due and
payable, to make certain payments with respect to the Bonds or to enforce the trusts created by the
Indenture) except upon the written request of the Owners of not less than 25 % in principal amount
of the Bonds then outstanding and receipt of indemnity satisfactory to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the right to
direct the time, method and place of conducting all remedial proceedings available to the Trustee
under the Indenture or exercising any trust or power conferred on the Trustee upon furnishing
satisfactory indemnity to the Trustee (except against gross negligence or willful misconduct) and
provided that such direction shall not result in any personal liability of the Trustee.
No Owner of any Bond will have any right to institute any suit, action or proceeding in equity
or at law for the execution of any trust or power of the Trustee unless such Owner has previously
.given the Trustee written notice of an Event of Default and unless the Owners of not less than 25 %
m 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 willful misconduct) has been
offered to the Trustee and the Trustee has not complied with such request within a reasonable time.
Notwithstanding any other provision in the Indenture, the right of any Owner to receive payment
¯ of the principal of, premium, if any, and interest on the Owner's Bond on or after the respective due
dates expressed therein, or to institute suit for the enforcement of any such payment on or after such
respective dates, will not be impaired or affected without the consent of such Owner of Bonds.
Defeasance
All or any portions of Bonds (in Authorized Denominations) shall, prior to the maturity or
redemption date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a) in the event such Bonds or portions thereof have been selected for redemption, the
Trustee shall have given, or the Company shall have given to the Trustee in form satisfactory
to it irrevocable instructions to give, notice of redemption of such Bonds or portions thereof;
(b) there shall have been deposited with the Trustee moneys in an amount sufficient
(without relying on any investment income) to pay when due the principal of, premium, if any,
and interest due and to become due (which amount of interest to become due shall be calculated
at 18% per annum unless the interest rate borne by all of such Bonds is not subject to
adjustment prior to the maturity or redemption thereof, in which case the amount of interest
shall be calculated at the rate borne by such Bonds) on such Bonds or portions thereof on and
prior to the redemption date or maturity date thereof, as the case may be;
(c) in the event such 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 shall have given
the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in
23
the same manner as a notice of redemption is given pursuant to the Indenture, a notice to the
Owners of such Bonds or portions thereof that the deposit required by clause (b) above has been
made with the Trustee and that such Bonds or portions thereof are deemed to have been paid
and stating the maturity or redemption date upon which moneys are to be available for the
payment of the principal of and premium, if any, and interest on such Bonds or portions
thereof; and
(d) the Trustee shall have received a Favorable Opinion of Bond Counsel with respect
to such deposit.
Moneys deposited with the Trustee as described above shall not be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of, premium, if any,
and interest on such Bonds or portions thereof, or for the payment of the purchase price of Bonds
in accordance with the Indenture; provided that such moneys, if not then needed for such purpose,
shall, to the extent practicable, be invested and reinvested in direct obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed as to full and timely payment by,
the United States of America, which are not subject to redemption or prepayment prior to stated
maturity ("Government Obligations") maturing on or prior to the earlier of (a) the date moneys may
be required for the purchase of Bonds or (b) the Interest Payment Date next succeeding the date of
investment or reinvestment, and interest earned from such investments shall be paid over to the
Company, as received by the Trustee, free and clear of any trust, lien or pledge.
In the event the requirements of the next to the last sentence of the next succeeding paragraph
can be satisfied, the preceding two paragraphs shall not apply and the following two paragraphs
shall be applicable.
Any Bond shall be deemed to be paid within the meaning of the Indenture when (a) payment
of the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof
(whether such due date is by reason of maturity or acceleration or upon redemption as provided in
the Indenture) either (i) shall have been made or caused to be made in accordance with the terms
thereof or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and
irrevocably set aside exclusively for such payment, (1) moneys sufficient to make such payment
and/or (2) Government Obligations maturing as to principal and interest in such amount and at such
time as will insure, without reinvestment, the availability of sufficient moneys to make such payment;
(b) all necessary and proper fees, compensation and expenses of the Issuer, the Trustee and the
Registrar pertaining to the Bonds with respect to which such deposit is made shall 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 will insure, without reinvestment, the
availability of sufficient moneys to make such payment, and a Favorable Opinion of Bond Counsel
with respect to such deposit shall have been delivered to the Trustee. The provisions of this paragraph
shall apply only if (x) the Bond with respect to which such deposit is made is to mature or be called
for redemption prior to the next succeeding date on which such Bond is subject to purchase as
described herein under the captions "The Bonds--Optional Purchase" and "--Mandatory Purchase"
and (y) the Company waives, to the satisfaction of the Trustee, its right to convert the interest rate
borne by such Bond.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice
of redemption of such Bonds shall have been previously given in accordance with the Indenture, or
in the event such Bonds are not to be redeemed within the next succeeding 60 days, until the
Company shall have given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee,
irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds in accordance with
the Indenture, that the deposit required by clause (a) (ii) above has been made with the Trustee and
that such Bonds are deemed to have been paid in accordance with the Indenture and stating the
maturity or redemption date upon which moneys are to be available for the payment of the principal
of and the applicable redemption premium, if any, on such Bonds, plus interest thereon to the due
date thereof; or (b) the maturity of such Bonds.
24
The provisions of the indenture relating to (i) the registration and exchange of Bonds, (ii) the
delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with respect
thereto, (iii) replacement of mutilated, lost, destroyed or stolen Bonds and (iv) payment of the Bonds
from such moneys shall remain in full force and effect with respect to all Bonds until the maturity
date of the Bonds or the last date fixed for redemption of all Bonds prior to maturity, notwithstanding
that all or any portion of the Bonds are deemed to be paid.
Removal of Trustee
The Trustee may be removed at any time by filing with the Trustee so removed, and with the
Issuer, the Company, the Registrar and the Rernarketing Agent, an instrument or instruments in
writing executed by the Owners of not less than a majority in principal amount of the Bonds then
outstanding. The Trustee may also be removed by the Issuer under certain circumstances.
Modifications and Amendments
The Indenture may be modified or amended by the Issuer and the Trustee by supplemental
indenture without the consent of the Owners of the Bonds for any of the following purposes: (a) to
cure any formal defect, omission, inconsistency or ambiguity in the Indenture; (b) to add to the
covenants and agreements of the Issuer contained in the Indenture or of the Company contained in
any document, other covenants or agreements thereafter to be observed, or to assign or pledge
additional security for any of the Bonds, or to surrender any right or power reserved or conferred
upon the Issuer or the Company which, in the judgment of the Trustee, is not materially adverse to
the Owners of the Bonds; (c) to confirm, as further assurance, any pledge of or lien on any property
subjected or to be subjected to the lien of the Indenture; (d) to comply with the requirements of the
Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the Indenture
or any supplemental indenture in any other respect which in the judgment of the Trustee is not
materially adverse to the Owners of the Bonds; (f) to implement a conversion of the interest rate on
the Bonds; (g) to provide for a letter of credit, standby bond purchase agreement, bond insurance
policy or any other instrument or device to provide security or liquidity support for the Bonds; (h) to
provide for a depository to accept tendered Bonds in lieu of the Trustee; (i) to modify or eliminate
the book-entry registration system for any of the Bonds; (j) to provide for uncertificated Bonds or
for the issuance of coupons and bearer Bonds or Bonds registered only as to principal, but only to
the extent that such would not adversely affect the Tax-Exempt status of the Bonds; (k) to secure or
maintain ratings for the Bonds from Moody's and/or S&P in both the highest short-term or
commercial paper debt Rating Category (as defined in the Indenture) and also in either of the two
highest long-term debt Rating Categories; (1) to provide demand purchase obligations to cause the
Bonds to be authorized purchases for investment companies; (m) to provide for the appointment of
a successor Trustee, Registrar or Paying Agent; (n) to provide the procedures required to permit any
Owner to separate the right to receive interest on the Bonds from the right to receive principal thereof
and to sell or dispose of such right as contemplated by Section 1286 of the Code; (o) to provide for
any additional procedures, covenants or agreements necessary to maintain the Tax-Exempt status of
the Bonds; and (p) to modify, alter, amend or supplement the Indenture in any other respect (which
in the judgment of the Trustee is not materially adverse to the Owners), if the effective date of such
supplemental indenture or amendment is a date on which all of the Bonds affected thereby are subject
to mandatory purchase and are so purchased.
Before the Issuer and the Trustee shall enter into any supplemental indenture as described above,
there shall have been delivered to the Trustee and the Company an opinion of Bond Counsel stating
that such supplemental indenture is authorized or permitted by the Indenture and will, upon the
execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms,
and will not impair the validity of the Bonds under the Act or adversely affect the Tax-Exempt status
of the Bonds.
The Trustee shall provide written notice of any supplemental indenture to Moody's, S&P and
the Owners of all Bonds then outstanding at least 30 days prior to the effective date of such
25
supplemental indenture. Such notice shall state the effective date of such supplemental indenture,
shall briefly describe the nature of such supplemental indenture and shall state that a copy thereof is
on file at the principal office of the Trustee for inspection by the parties mentioned in the preceding
sentence.
Except for supplemental indentures entered into for the purposes described in the third preceding
paragraph, the Indenture will not be modified, altered, amended supplemented or rescinded without
the consent of the Owners of not less than 60% in aggregate principal amount of Bonds outstanding,
who shall have the right to consent to and approve any supplemental indenture; provided that, unless
approved in writing by the Owners of all the Bonds then affected thereby, there will not be permitted
(a) a change in the times, amounts or currency of payment of the principal of, or premium, if any,
or interest on any Bond, a change in the terms of the purchase thereof by the Trustee, or a reduction
in the principal amount or redemption price thereof or the rate of interest thereon, (b) the creation
of a claim or lien on or a pledge of the receipts and revenues of the Issuer under the Loan Agreement
ranking prior to or on a parity with the claim, lien or pledge created by the Indenture, or (c) a
reduction in the aggregate principal amount of Bonds the consent of the Owners of which is required
to approve any such supplemental indenture or which is required to approve any amendment to the
Loan Agreement. No such amendment of the Indenture shall be effective without the prior written
consent of the Company.
Amendment of the Loan Agreement
Without the consent of or notice to the Owners of the Bonds, the Issuer and the Company may
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; Co) for the purpose
of curing any formal defect, omission, inconsistency or ambiguity therein; (c) in connection with any
other change therein which in the judgment of the Trustee is not materially adverse to the Owners
of the Bonds; (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) to add to the covenants and agreements of the Issuer contained
in the Loan Agreement or of the Company contained in any document, other covenants or agreements
thereafter to be observed, or to assign or pledge additional security for any of the Bonds, or to
surrender any right or power reserved or conferred upon the Issuer or the Company, which shall not
materially adversely affect the interest of the Owners of the Bonds; (f) to provide demand purchase
obligations to cause the Bonds to be authorized purchases for investment companies; (g) 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; (h) to provide for any additional procedures, covenants or agreements
necessary to maintain the Tax-Exempt status of interest on the Bonds; (i) to implement a conversion
of the interest rate in the Bonds; (j) to provide for a letter of credit, standby bond purchase
agreement, bond insurance policy or any other instrument or device to provide security or liquidity
support for the Bonds; and (k) to modify, alter, amend or supplement the Loan Agreement in any
other respect (which in the judgment of the Trustee is not materially adverse to the Owners),
including amendments which would otherwise be described herein, if the effective date of such
supplement or amendment is a date on which all of the Bonds affected thereby are subject to
mandatory purchase and are so purchased.
The Issuer and the Trustee will not consent to any other amendment, change or modification of
the Loan Agreement without the written approval or consent of the Owners of not less than 60 % in
aggregate principal amount of the Bonds at the time outstanding; provided, however, that, unless
approved in writing by the Owners of all Bonds affected thereby, nothing in the Indenture shall
permit, or be construed as permitting, a change in the obligations of the Company to make Loan
Payments or payments to the Trustee for the purchase of Bonds.
Before the Issuer shall enter into, and the Trustee shall consent to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the two immediately preceding
paragraphs, there shall have been delivered to the Issuer and the Trustee an opinion of Bond Counsel
26
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, will, upon the
execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms and
will not adversely affect the Tax-Exempt status of the Bonds.
LITIGATION
There is no pending or, to the knowledge of the Issuer, threatened litigation against the Issuer
that in any way questions or materially affects the Bonds, the validity or enforceability of the Loan
Agreement or the Indenture or any proceedings or transactions relating to the issuance, sale or
delivery of the Bonds or that may materially adversely affect the redemption of the Prior Bonds.
UNDERWRITING
Pursuant to and subject to the conditions set forth in the Bond Purchase Agreement, Goldman,
Sachs & Co., as Underwriter, has agreed to purchase the Bonds from the Issuer at a purchase price
of 100% of the principal amount thereof. The Underwriter is committed to purchase all of the Bonds
if any are purchased. The Company has agreed to pay the Underwriter a fee of $100,000 in
connection with such purchase, and to reimburse the Underwriter for its reasonable expenses. The
Company has also agreed to indemnify the Underwriter against certain liabilities, including liabilities
under the federal securities laws. The Underwriter may offer and sell the Bonds to certain dealers
and others at prices lower than the initial offering price stated on the cover page hereof. After the
initial public offering, the public offering prices may be changed from time to time by the
Underwriter.
In the ordinary course of its business, the Underwriter has engaged, and will in the future
engage, in commercial and investment banking activities with the Company and certain of its
affiliates.
TAX EXEMPTION
The Code and the 1954 Code, as applicable, contain a number of requirements and restrictions
which apply to the Bonds, including investment restrictions, periodic payments of arbitrage profits
to the United States, requirements regarding the proper use of bond proceeds and the facilities
financed therewith, and certain other matters. The Company and the Issuer have covenanted to
comply with all requirements of the Code and the 1954 Code that must be satisfied in order for the
interest on the Bonds to be excludable from gross income for federal income tax purposes. Failure
to comply with certain of such covenants could cause interest on all of the Bonds to become
includable in gross income for federal income tax purposes retroactively to the date of issuance of
the Bonds.
Subject to compliance by the Company and the Issuer with the above-referenced covenants,
under present law, in the opinion of Bond Counsel, interest on the Bonds is not includable in the
gross income of the Owners thereof for federal income tax purposes, except for interest on any Bond
for any period during which such Bond is owned by a person who is a substantial user of any of the
Facilities or any person considered to be related to such person (within the meaning of either Section
147(a) of the Code or Section 103(b)(13) of the 1954 Code). The interest on the Bonds is included,
however, as an item of tax preference in computing the federal alternative minimum tax for
individuals and corporations.
In rendering its opinion, Bond Counsel will rely upon certifications of the Company with respect
to certain material facts solely within the Company's knowledge relating to the Facilities and the
application of the proceeds of the Bonds and the Prior Bonds.
27
An additional tax (the "environmental tax") is imposed on a corporation at a rate of 0.12 percent
on the excess over $2,000,000 of such corporation's "modified alternative minimum taxable income,"
which would include a portion of the interest of the Bonds.
Under the provisions of Section 884 of the Code, a branch profits tax is levied on the
"effectively converted earnings and profits" of certain foreign corporations, which include tax-
exempt interest such as interest on the Bonds.
¯ Ownership of the Bonds may result in collateral federal income tax consequences to certain
taxpayers, including, without limitation, corporations subject to either the environmental tax or the
branch profits tax, financial institutions, certain insurance companies, certain S corporations,
individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be
deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations.
Prospective purchasers of the Bonds should consult their tax advisors as to applicability of any such
collateral consequences.
If a Bond is purchased at any time for a price that is less than the Bond's stated redemption
price at maturity, the purchaser will be treated as having purchased a Bond with market discount
subject to the market discount rules of the Code (unless a statutory de minimis rule applies).
Accrued market discount is treated as taxable ordinary income and is recognized when a Bond is
disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser's
election, as it accrues. The applicability of the market discount rules may adversely affect the
liquidity or secondary market price of such Bond. Purchasers should consult their own tax advisors
regarding the potential implications of market discount with respect to the Bonds.
In the opinion of Bond Counsel, under present Wyoming law, the State of Wyoming imposes
no income taxes which would be applicable to the Bonds. Bond Counsel expresses no opinion with
respect to any other taxes imposed by the State of Wyoming or any political subdivision thereof.
Ownership of the Bonds may result in other Wyoming tax consequences to certain taxpayers, and
Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect
to the Bonds.
Except as described above, Bond Counsel expresses no opinion as to whether the Bonds will be
subject to any state or local taxes under applicable state or local law. Prospective purchasers of Bonds
should consult their tax advisors regarding the applicability of any such state or local taxes.
CERTAIN LEGAL MATTERS
The validity of the Bonds will be passed upon by Chapman and Cutler, Bond Counsel, and the
Underwriter's obligation to purchase the Bonds is subject to the issuance of Bond Counsel's opinion
with respect thereto. Certain legal matters will be passed upon for the Company by Stoel Rives, as
counsel for the Company, and for the Underwriter by BaUard Spahr Andrews & Ingersoll. Certain
legal matters will be passed upon for the Issuer by Sherry FatTens, Civil Deputy County Attorney.
Chapman and Cutler has represented other parties in matters involving subsidiaries of the
Company where the legal fees of Chapman and Cutler have been paid by such subsidiaries and served
as bond counsel for the Prior Bonds.
MISCELLANEOUS
The attached Appendices (including the documents incorporated by reference therein) are an
integral part of this Official Statement and must be read together with all of the balance of this
Official Statement.
28
The Issuer has not assumed and will not assume any responsibility for the accuracy or
completeness of any information contained herein (other than the material pertinent to the Issuer
under "The Issuer" or "Litigation" above) or in the Appendices hereto, all of which was furnished
by others.
29
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APPENDIX A
THE COMPANY
The Company is an electric utility that conducts a retail electric utility business through Pacific
Power & Light Company ("Pacific Power") and Utah Power & Light Company ("Utah Power"), and
engages in power production and sales on a wholesale basis under the name PacifiCorp. The
Company is the indirect owner, through PacifiCorp Holdings, Inc. (a wholly-owned subsidiary), of
100% of each of Pacific Telecom, Inc. ("Pacific Telecom"), Pacific Generation Company CPGC")
and PacifiCorp Financial Services, Inc. CPFS").
The Company furnishes electric service in portions of seven western states: California, Idaho,
Montana, Oregon, Utah, Washington and Wyoming. Pacific Telecom, through its subsidiaries,
provides local telephone service and access to the long distance network in Alaska, seven other
western states and three midwestern states, provides cellular mobile telephone services, and is
engaged in sales of~ capacity in and operation of a submarine fiber optic cable between the United
States and Japan. PGC is engaged in the independent power production and cogeneration business.
PFS plans to continue to sell substantial portions of its loan, leasing and real estate investments.
The principal executive offices of the Company are located at 700 NE Multnomah, Suite 1600,
Portland, Oregon 97232; the telephone number is [phone].
RECENT DEVELOPMENTS
On December 12, 1995, the Company's wholly-owned subsidiaries, PacifiCorp Holdings, Inc.
and PacifiCorp Australia Holdings Pty Ltd., consummated the purchase of Powercor, an electric
utility in southeast Australia, for approximately US $1.6 billion.
Powercor is an electric distribution business serving 570,000 customers in suburban Melbourne
and the western and central regions of the State of Victoria. Powercor, with assets of $855 million,
reported earnings of $50 million on revenues of $561 million in the year ended June 30, 1995.
Powercor is one of five distribution companies being sold by the Government of the State of Victoria
this year in the first stage of privatizing distribution and generation utilities.
The transaction was initially financed with borrowings in the U.S. by PacifiCorp Holdings, Inc.,
borrowings in Australia by PacifiCorp Australia LLC, the parent company of PacifiCorp Australia
Holdings Pty Ltd., and an equity contribution from the Company which was initially funded with
short-term borrowings.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission '). Such reports and
other information (including proxy and information statements) filed by the Company may be
inspected and copied at public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the following Regional Offices of the
Commission: Chicago Regional Office, 500 West Madison Street, 14th Floor, Chicago, Illinois
60661, and New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York
10046. Copies of such material can be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of prescribed rates. The Common
Stock of the Company is listed on the New York and Pacific Stock Exchanges. Reports, proxy
statements, and other information concerning the Company can also be inspected at their respective
offices at: New York Stock Exchange, 20 Broad Street, New York, New York 10005, and Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104.
A-1
The Company has not covenanted in connection with the initial offering of the Bonds to provide
any information to any nationally recognized municipal securities information repository.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are incorporated in this
Official Statement by reference:
(a)Annual Report on Form 10-K for the year ended December 31, 1994 (as amended by
Forms 10-K/A dated April 28 and June 22, 1995);
(b)Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 1995; and
(c)Current Reports on Form 8-K dated March 9, March 31, April 11, July 14, September 27,
October 26 and November 15, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Official Statement and prior to the termination of the offering
made by this Official Statement shall be deemed to be incorporated by reference in this Official
Statement and to be a part hereof from the date of filing such documents (such documents and the
documents enumerated above, being hereinafter referred to as "Incorporated Documents"; provided,
however, that the documents enumerated above or subsequently filed by the Company pursuant to
Section 13 or 14 of the Exchange Act in each year during which the offering made by this Official
Statement is in effect prior to the filing of the Company's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated by reference in this Official
Statement or be a part hereof from and after such filing of such Annual Report on Form 10-K).
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
The Incorporated Documents are not presented in this Official Statement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of this
Official Statement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference therein. Requests for such copies should be directed to
Richard T. O'Brien, Senior Vice President and Chief Financial Officer, PacifiCorp, 700 N.E.
Multnomah, Suite 700, Portland, Oregon 97232-4107, telephone number [phone]. The
information relating to the Company contained in this Official Statement does not purport to be
comprehensive and should be read together with the information contained in the Incorporated
Documents.
A-2
SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions, except per share amounts)
The following selected financial information for each of the three years in the period ended
December 31, 1994 and the nine months ended September 30, 1994 and 1995 has been derived from
the consolidated financial statements of the Company for the respective periods. The consolidated
financial statements for the three-year period ended December 31, 1994 have been audited by Deloitte
& Touche LLP, independent auditors, and the reports of Deloitte & Touche LLP are incorporated
in this Appendix by reference. This selected financial information should be read in conjunction with
the financial statements and related notes thereto included in the Incorporated Documents.
Income Statement Data:
Revenues $3,236
Income from Operations (1)704
Income from Continuing Operations 150
Discontinued Operations (2)(491)
Cumulative Effect on Prior Years of a Change
in Accounting for Income Taxes --
Net Income (Loss)(341)
Preferred Stock Dividend Requirements 37
Earnings (Loss) on Common Stock (378)
Earnings (Loss) per Common Share:
Continuing Operations .42
Discontinued Operations (1.84)
Cumulative Effect on Prior Years of a
Change in Accounting for Income Taxes --
Twelve Months Ended
December 31.
1992 1993 199_~4
$3,405 $3,507
969 1,022
423 468
52 --
Nine Months
.....Ended Seotember 30,
1994 199.__.~5
$2,616 $2,512
742 766
342 377
......
479 468 342 377
39 40 30 30
440 428 312 347
1.40 1.51 1.10 1.22
.19 ......
¯ 01 --
Capital Structure:
Debt and Capital Lease Obligations
Junior Subordinated Debt
Total Debt and Capital Lease Obligations
Seotember 30, 1995
Actual As Adjusted(3)
Amount %Amount %
(Unaudited)
$4,270 50%$5,886 58%
120 1 176 2
4,390 51 6,062 60
Preferred Stock 367 4
Preferred Stock Subject to Mandatory Redemption 219 3
Common Equity 3.587 4...!2
Total $8,563 100 %
311 3
219 2
3.587 3.__~5
$10,179 100%
(1)
(2)
(3)
income before income taxes, interest, other nonoperating items, discontinued operations and cumulative
effect of a change in an accounting principle. Certain amounts from prior years have been reclassified
to conform with the 1995 method of presentation. These reclassifications had no effect on previously
reported consolidated net income.
Discontinued operations represents the Company's interests in NERCO, Inc. and an international
communications subsidiary of Pacific Telecom.
Adjusted to give effect to (a) the December 12, 1995 acquisition of Powercor, an electric utility in
southeast Australia, which resulted in the issuance of $1,614 million of debt, $911 million of which is
long-term debt and the balance of which is short-term, and (b) the issuance of approximately $56 million
in aggregate principal amount of 8.55 % Junior Subordinated Deferrable Interest Debentures, Series B due
2025 in exchange for 2,233,037 shares of $1.98 No Par Serial Preferred Stock, Series 1992 of PacifiCorp.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges of the Company for the years ended December 31, 1990
through 1994 and for the nine months ended September 30, 1995, calculated as required by the
Commission, are 2.3x, 2.4x, 1.6x, 2.5x, 3.0x and 2.9x, respectively. Excluding the effect of special
A-3
charges, the ratio was 1.9x for the year 1992. For the purpose of computing such ratios, "earnings"
represent the aggregate of (a) income from continuing operations, (b) taxes based on income from
continuing operations, (c) minority interest in the income of majority-owned subsidiaries that have
fixed charges, (d) fixed charges and (e) undistributed income of less than 50% owned affiliates
without loan guarantees. "Fixed charges" represent consolidated interest charges, an estimated
amount representing the interest factor in rents and preferred stock dividend requirements of majority-
owned subsidiaries.
The information contained and incorporated by reference in this Appendix A to the Official
Statement has been obtained from the Company. The Issuer and the Underwriter make no
representation as to the accuracy or completeness of such information.
APPENDIX B
PROPOSED FORM OF OPINION OF BOND COUNSEL
[LETTERHEAD OF CHAPMAN AND CUTLER]
[TO BE DATED CLOSING DATE]
$24,400,000 Sweetwater County, Wyoming,
Environmental Improvement Revenue Bonds
(PacifiCorp Project) Series 1995
We hereby certify that we have examined certified copy of the proceedings of record
of the Board of County Commissioners of Sweetwater County, Wyoming (the "Issuer"), a
political subdivision of the State of Wyoming, preliminary to the issuance by the Issuer of its
Environmental Improvement Revenue Bonds (PacifiCorp Project) Series 1995, in the
aggregate principal amount of $24,400,000 (the "Bonds"). The Bonds are being issued
pursuant to the provisions of Sections 15-1-701 to 15-1-710, inclusive, Wyoming Statutes
(1977), as amended and supplemented (the "Act"), for the purpose of (a) financing a portion
of the cost of an undivided interest (the "Project") of PacifiCorp, an Oregon corporation
(the "Company" ), in certain solid waste disposal facilities at the Jim Bridger coal-f'u-ed steam
electric generating plant (the "Plant") in Sweetwater County, Wyoming, (b) refunding a
portion of the Issuer's $3,000,000 outstanding Taxable Environmental Improvement
Revenue Bonds (PacifiCorp Project) Series 1995-T (the "1995T Bonds") that were issued
for the purpose of temporarily financing a portion of the cost of the Project, and (c)
refunding the Issuer's $18,600,000 outstanding Environmental Improvement Revenue Bonds
(PacifiCorp Project) Series 1990A (the "1990A Bonds") that were issued for the purpose of
financing a portion of the cost of the Company's undivided interest (the "1990A Project") in
certain pollution control and solid waste disposal facilities at the Plant. A portion of the
proceeds of the Bonds, together with other moneys to be provided by the Company, are to
be deposited with the trustee for the 1990A Bonds to provide for the payment of the 1990A
Bonds and with the trustee for the 1995T Bonds to provide for the payment of the 1995T
Bonds. The balance of the proceeds of the Bonds are to be deposited with the trustee for the
Bonds to pay certain costs of the Project and a portion of the costs of issuing the Bonds.
The Bonds mature on November 1, 2025, bear interest from time to time computed
as set forth in each of the Bonds and are subject to purchase and redemption prior to
maturity at the times, in the manner and upon the terms set forth in each of the Bonds. The
Bonds are issuable in authorized denominations as provided in the hereinafter-defined
Indenture as fully-registered Bonds without coupons.
B-1
From such examination of the proceedings of the Board of County Commissioners of
the Issuer referred to above and from an examination of the Act, we are of the opinion that
such proceedings show lawful authority for such issue of Bonds under the laws of the State
of Wyoming now in force.
Pursuant to a Loan Agreement, dated as of November 1, 1995 (the "Loan
Agreement"), between the Company and the Issuer, the Issuer has agreed to loan the
proceeds from the sale of the Bonds to the Company for the purpose of financing a portion
of the cost of the Project and of refunding the 1990A Bonds and the 1995T Bonds, and the
Company has agreed to pay amounts at least sufficient to pay the principal of, premium, if
any, and interest on the Bonds when due, whether at stated maturity, call for redemption or
acceleration. The Loan Agreement (an executed counterpart of which has been examined by
us) has, in our opinion, been duly authorized, executed and delivered by the Issuer, and,
assuming the due authorization, execution and delivery by the Company, is a valid and
binding obligation of the Issuer, enforceable in accordance with its terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of creditors' rights
generally or usual equity principles in the event equitable remedies should be sought.
We have also examined an executed counterpart of the Trust Indenture, dated as of
November 1, 1995 (the "indenture"), between the Issuer and The First National Bank of
Chicago, as trustee (the "Trustee"), securing the Bonds and setting forth the covenants and
undertakings of the Issuer in connection with the Bonds and making provision under certain
conditions for the remarketing of the Bonds by a Remarketing Agent (the "Remarketing
Agent"), for the determination of the interest rate to be borne by the Bonds from time to
time, which interest rate may be a Daily Interest Rate, a Weekly Interest Rate, a Flexible
Interest Rate or a Term Interest Rate (each as defined in the Indenture), and for the
conversion of the interest rate determination method under certain conditions. The
Indenture provides that the Bonds will initially bear interest at a Daily Interest Rate until
conversion to a different interest rate determination method. Under the Indenture, the
revenues derived by the Issuer under the Loan Agreement, together with certain of the
rights of the Issuer thereunder, are pledged and assigned to the Trustee as security for the
Bonds. From such examination, we are of the opinion that the proceedings of the Board of
County Commissioners of the Issuer referred to above show lawful authority for the
execution and delivery of the Indenture, that the Indenture is a valid and binding obligation
of the Issuer, enforceable in accordance with its terms, subject to the qualification that the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization and other
similar laws relating to the enforcement of creditors' rights generally or usual equity
principles in the event equitable remedies should be sought, that the Bonds have been validly
issued under the Indenture, and that all requirements under the Indenture precedent to
delivery of the Bonds have been satisfied.
We further certify that we have examined the form of bond prescribed in the
Indenture and find the same in due form of law and in our opinion the Bonds, to the amount
B-2
named, are valid and legally binding upon the Issuer according to the import thereof and, as
provided in the Indenture and the Bonds, are payable by the Issuer solely out of payments to
be made by the Company under the Loan Agreement and all moneys and investments held by
the Trustee under the Indenture or otherwise available to the Trustee for the payment
thereof.
It is our opinion that, subject to compliance by the Company and the Issuer with
certain covenants made to satisfy pertinent requirements of the Internal Revenue Code of
1954, as amended (the "1954 Code"), and the Internal Revenue Code of 1986, as amended
(the "Code"), under present law, interest on the Bonds is not includible in gross income of
the owners thereof for federal income tax purposes, except for interest on any Bond for any
period during which such Bond is owned by a person who is a substantial user of the Project
or the 1990A Project or any person considered to be related to such person (within the
meaning of either Section 103(b)(13) of the 1954 Code or Section 147(a) of the Code);
however, such interest on the Bonds is included as an item of tax preference in computing
the federal alternative minimum tax for individuals and corporations under the Code.
Failure to comply with certain of such covenants could cause the interest on the Bonds to be
included in gross income for federal income tax purposes retroactively to the date of
issuance of the Bonds. Ownership of the Bonds may result in other federal tax consequences
to certain taxpayers, and we express no opinion regarding any such collateral consequences
arising with respect to the Bonds. In rendering this opinion, we have relied upon
certifications of the Company with respect to certain material facts solely within the
Company's knowledge relating to the Project, the 1990A Project, the Plant and the
application of the proceeds of the Bonds.
In our opinion, under present Wyoming law, the State of Wyoming imposes no
income taxes that would be applicable to interest on the Bonds. No opinion is expressed with
respect to any other taxes imposed by the State of Wyoming or any political subdivision
thereof. Ownership of the Bonds may result in other Wyoming tax consequences to certain
taxpayers; we express no opinion regarding any such collateral consequences arising with
respect to the Bonds.
We express no opinion as to the title to, the description of, or the existence of any
liens, charges or encumbranceson the Project, the 1990A Project or the Plant.
Respectfully submitted,
B-3

4815-1127-7331.6
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

D-1
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Sweetwater County, Wyoming
County Courthouse
80 West Flaming Gorge Way
Green River, Wyoming 82935
Re: $24,400,000
Sweetwater County, Wyoming
Environmental Improvement Revenue Bonds
(PacifiCorp Project) Series 1995 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.08(b) of that certain Loan
Agreement, dated as of November 1, 1995, as amended (the “Loan Agreement”), between
Sweetwater County, Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the
date hereof, payment of principal and purchase price of and interest on the Bonds was secured by
a credit facility issued by Barclays Bank PLC, New York Branch (the “Existing Letter of
Credit”). On the date hereof, the Company desires to deliver a Letter of Credit (the “Letter of
Credit”) to be issued by The Bank of Nova Scotia, New York Agency (the “Bank”), for the
benefit of the Trustee (defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of
November 1, 1995, as amended and supplemented (the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”) and
related documents, and upon representations, including regarding the consent of the Owners,
made to us without undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-2
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with (a) the execution and delivery of the First Supplemental Trust
Indenture, dated as of February 1, 2002, and the First Supplemental Loan Agreement, dated as of
February 1, 2002, described in our opinion dated February 20, 2002, (b) the delivery of an
Irrevocable Letter of Credit, described in our opinion dated as of February 20, 2002, (c) the
delivery of an Irrevocable Letter of Credit, described in our opinion dated September 15, 2004,
(d) the delivery of the amendment to an earlier Letter of Credit, described in our opinion dated
November 30, 2005, (e) the delivery of the Existing Letter of Credit, described in our opinion
dated May 17, 2012 and (f) the delivery of the Letter of Credit described herein. Accordingly,
we do not express any opinion with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

4815-1127-7331.6
APPENDIX E

FORM OF LETTER OF CREDIT

20306914
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 24,801,096.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of November 1, 1995, as amended and
supplemented by the First Supplemental Trust Indenture, dated as of February 1, 2002 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the
Bondholders referred to therein, pursuant to which USD 24,400,000.00 in aggregate principal
amount of the Issuer’s Environmental Improvement Revenue Bonds (PacifiCorp Project) Series
1995 (the “Bonds”) were issued. This Letter of Credit is only available to be drawn upon with
respect to Bonds bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This
Letter of Credit is in the total amount of USD 24,801,096.00 (subject to adjustment as provided
below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(f) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
2

honor a Regular Drawing drawn against the Interest Component, that we will not reinstate the
Letter of Credit in the amount of said interest drawing and stating that such notice is given
pursuant to Section 9.01(g) of the Indenture, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 24,801,096.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 24,400,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 401,096.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 50 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
3

Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us no later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 50 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
4

Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or
[ ], but such telephonic notice shall not be a condition to a Drawing hereunder. If we receive
your certificate(s) at such office, all in strict conformity with the terms and conditions of this
Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before
1:30 P.M. (New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New
York City time), on the next succeeding business day, and (ii) with respect to any Tender
Drawing, at or before 11:00 A.M. (New York City time), on a business day on or before the
Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City time),
on the same business day, in accordance with your payment instructions; provided, however, that
you will use your best efforts to give us telephonic notification of any such pending presentation
to the telephone numbers designated above, with respect to any Regular Drawing, Redemption
Drawing or Tender Drawing, at or before 10:30 A.M. (New York City time) on the same
business day. If we receive your certificate(s) at such office, all in strict conformity with the
terms and conditions of this Letter of Credit (i) after 1:30 P.M. (New York City time), in the case
of a Regular Drawing or a Redemption Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 1:00 P.M. (New York City time)
on the second succeeding business day, or (ii) after 11:00 A.M. (New York City time), in the
case of a Tender Drawing, on any business day on or before the Cancellation Date, we will honor
such certificate(s) at or before 2:00 P.M. (New York City time) on the next succeeding business
day. Payment under this Letter of Credit will be made by wire transfer of Federal Funds to your
account with any bank that is a member of the Federal Reserve System. All payments made by
us under this Letter of Credit will be made with our own funds and not with any funds of the
Company, its affiliates or the Issuer. As used herein, “business day” means a day except a
Saturday, Sunday or other day (i) on which banking institutions in the city or cities in which the
designated office under the Indenture of the Trustee, the remarketing agent under the Indenture
or the paying agent under the Indenture or the office of the Bank which will honor draws upon
this Letter of Credit are located are required or authorized by law or executive order to close or
are closed, or (ii) on which the New York Stock Exchange, the Company or remarketing agent
under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
5

Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 50 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.06 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of November 1, 1995, as
amended and supplemented by the First Supplemental Trust Indenture, dated as of February 1,
2002 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
between Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company,
N.A., is named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”).
The transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO. [__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

REOFFERING-NOT NEW ISSUES
SUPPLEMENT, DATED MARCH 21, 2013, TO OFFICIAL STATEMENT, DATED JANUARY 14, 1988
The opinions of Chapman and Cutler delivered on January 14, 1988, stated that, subject to compliance by the Company and the
Issuer of each issue of Bonds with certain covenants, under then-existing law (a) interest on each issue of Bonds will not be includible in
gross income of the Owners thereof for federal income tax purposes, except for interest on any Bond for any period during which such
Bond is owned by a person who is a substantial user of the related Project or any person considered to be related to such person (within the
meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as amended) and (b) interest on the Bonds will not be treated as an
item of tax preference in computing the alternative minimum tax for individuals and corporations. Such interest will be taken into account,
however, in computing an adjustment used in determining the alternative minimum tax. Such opinions of Bond Counsel were also to the
effect that under then-existing law the State of Wyoming imposed no income taxes which would be applicable to the Bonds. Such opinions
have not been updated as of the date hereof. In the opinions of Bond Counsel to be delivered in connection with the delivery of the
Replacement Letters of Credit, the delivery of the Replacement Letters of Credit will not cause the interest on the related Bonds to become
includible in the gross income of the owners thereof for federal income tax purposes. See “TAX EXEMPTION” herein for a more
complete discussion.
DELIVERY OF ALTERNATE CREDIT FACILITY
$102,700,0001
CUSTOMIZED PURCHASE POLLUTION CONTROL
REVENUE REFUNDING BONDS
(PacifiCorp Projects)
$41,200,0001
City of Gillette, Campbell County, Wyoming
Series 1988
Due: January 1, 2018
(CUSIP 375902 AG82)
$50,000,0001
Sweetwater County, Wyoming
Series 1988A
Due: January 1, 2017
(CUSIP 87048T2,3)
$11,500,0001
Sweetwater County, Wyoming
Series 1988B
Due: January 1, 2014
(CUSIP 870487 BL82)
PURCHASE DATE: MARCH 25, 2013
The Bonds of each issue are limited obligations of the applicable Issuer payable solely from and secured by a pledge of payments to be made
under a separate Loan Agreement for each issue between such Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015 with respect to the Gillette Bonds and the Sweetwater 1998A Bonds and until January 23,
2014 with respect to the Sweetwater 1988B Bonds, unless earlier terminated or extended, each issue of Bonds will be supported by a separate Irrevocable
Transferrable Direct Pay Letter of Credit (each, a “Replacement Letter of Credit”) each issued by

THE ROYAL BANK OF SCOTLAND PLC
acting through its Connecticut branch. Under each Replacement Letter of Credit, the Trustee will be entitled to draw up to (a) an amount sufficient to pay
(i) the outstanding unpaid principal amount of the applicable Bonds or (ii) the portion of the purchase price of such Bonds corresponding to such unpaid
principal amount plus (b) an amount sufficient to pay (i) in the case of the Sweetwater 1988A Bonds (as defined herein), up to 294 days’ accrued interest on
such Bonds, and in the case of the Gillette Bonds and the Sweetwater 1988B Bonds (each as defined herein), up to 65 days’ accrued interest on such Bonds,
in each case calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days or (ii) the portion of the purchase price of the
applicable Bonds corresponding to such accrued interest. The Replacement Letters of Credit will only be available to be drawn while the Bonds bear
interest at a rate other than a Fixed Interest Rate (as defined in the Indenture). Failure to pay the purchase price when due and payable is an event of default
under the Indenture.
The Bonds of each issue are currently supported by separate Letters of Credit issued by Barclays Bank PLC, New York Branch (each, an
“Existing Letter of Credit”). On March 26, 2013, each Replacement Letter of Credit will be delivered to the Trustee in substitution for the applicable
Existing Letter of Credit and thereafter the Bonds will not have the benefit of the Existing Letters of Credit.
The Bonds are issuable as fully registered Bonds without coupons, initially in the denomination of $100,000 and integral multiples of $100,000
in excess thereof. Interest on Bonds of each issue will be payable on the Interest Payment Date applicable to such issue of Bonds. As of the date hereof,
the Sweetwater 1988A Bonds bear interest at a CP Rate, the Sweetwater 1988B Bonds bear interest at a Daily Rate and the Gillette Bonds bear interest at a
Weekly Rate. The Depository Trust Company, New York, New York (“DTC”), will continue to act as a securities depository for the Bonds. The Bonds
are registered in the name of Cede & Co., as registered owner and nominee of DTC, and, except for the limited circumstances described herein, beneficial
owners of interests in the Bonds will not receive certificates representing their interests in the Bonds. Payments of principal of, and premium, if any, and
interest on the Bonds will be made through DTC and its Participants and disbursements of such payments to purchasers will be the responsibility of such
Participants.
Certain legal matters related to the delivery of the Replacement Letters of Credit will be passed upon by Chapman and Cutler LLP, Bond
Counsel to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq., counsel to the Company.
The Bonds are reoffered, subject to prior sale and certain other conditions.
BARCLAYS
as Remarketing Agent

1 The Bonds were issued in the aggregate principal amount of $102,700,000, all of which remain outstanding. This Supplement relates to the remarketing, in a secondary
market transaction, of $41,200,000 of the Gillette Bonds, $50,000,000 of the Sweetwater 1988A Bonds and $9,300,000 of the Sweetwater 1988B Bonds delivered by the
respective owners thereof for mandatory purchase on March 25, 2013. Owners of the remaining $2,200,000 aggregate principal amount of the Sweetwater 1988B Bonds have
elected to retain such Bonds pursuant to the Indenture. 2 See Inside Cover Page. 3 See Inside Cover Page.

No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than
those contained in this Supplement to Official Statement in connection with the reoffering made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the Issuers, PacifiCorp, The Royal Bank of Scotland plc or the
Remarketing Agent. Neither the delivery of this Supplement to Official Statement nor any sale hereunder shall under any circumstances create
any implication that there has been no change in the affairs of the Issuers, The Royal Bank of Scotland plc or PacifiCorp since the date hereof.
The Issuers have not and will not assume any responsibility as to the accuracy or completeness of the information in this Supplement to Official
Statement. No representation is made by The Royal Bank of Scotland plc as to the accuracy, completeness or adequacy of the information
contained in this Supplement to Official Statement, except with respect to Appendix B hereto. The Bonds are not registered under the Securities
Act of 1933, as amended. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity has passed
upon the accuracy or adequacy of this Supplement to Official Statement.
In connection with this offering, the Remarketing Agent may overallot or effect transactions which stabilize or maintain the market
price of the securities offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced,
may be discontinued at any time.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement to Official Statement: The Remarketing
Agent has reviewed the information in the Supplement to Official Statement in accordance with, and as part of, its responsibilities to investors
under the federal securities laws as applied to the facts and circumstances of the transaction, but the Remarketing Agent does not guarantee the
accuracy or completeness of such information.
TABLE OF CONTENTS
Page
GENERAL INFORMATION ........................................................................................................................................ 1
THE LETTERS OF CREDIT AND THE REIMBURSEMENT AGREEMENTS ....................................................... 4
THE LETTERS OF CREDIT ........................................................................................................................................ 4
THE REIMBURSEMENT AGREEMENTS ................................................................................................................. 5
REMARKETING AGENT .......................................................................................................................................... 12
TAX EXEMPTION ..................................................................................................................................................... 13
MISCELLANEOUS .................................................................................................................................................... 14

APPENDIX A — PACIFICORP
APPENDIX B — THE ROYAL BANK OF SCOTLAND PLC
APPENDIX C — OFFICIAL STATEMENT DATED JANUARY 13, 1988
APPENDIX D — PROPOSED FORMS OF OPINIONS OF BOND COUNSEL
APPENDIX E — FORMS OF LETTERS OF CREDIT

_______________________________
Cover page, Footnote 2: 2 Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor's, CUSIP Service Bureau, a division of The
McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service.
CUSIP numbers are provided for convenience of reference only. None of the applicable Issuer, the Company or the Remarketing Agent takes
any responsibility for the accuracy of such numbers.
Cover page, Footnote 3: 3 This is the base CUSIP number for the Sweetwater 1988A Bonds. Additional CUSIP numbers are assigned in connection with resets of the
CP Periods for such Bonds. The CP Period for the Sweetwater 1988A Bonds will reset on March 25, 2013 and the additional CUSIP number for
such Bonds may change in connection with such reset.

$102,700,000
CUSTOMIZED PURCHASE POLLUTION CONTROL
REVENUE REFUNDING BONDS
(PacifiCorp Projects)

GENERAL INFORMATION
THE OFFICIAL STATEMENT DATED JANUARY 13, 1988, A COPY OF WHICH IS ATTACHED
HERETO AS APPENDIX C (THE “ORIGINAL OFFICIAL STATEMENT” AND, TOGETHER WITH THIS
SUPPLEMENT TO OFFICIAL STATEMENT, THE “OFFICIAL STATEMENT”), WAS PREPARED IN
CONNECTION WITH THE OFFERING OF FIVE SEPARATE ISSUES OF BONDS RELATING TO THE
COMPANY. THIS SUPPLEMENT TO OFFICIAL STATEMENT RELATES ONLY TO THE THREE ISSUES
OF BONDS DESCRIBED ON THE COVER PAGE HERETO.
THIS SUPPLEMENT TO OFFICIAL STATEMENT DOES NOT CONTAIN COMPLETE
DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION WHICH IS SET FORTH IN THE
ORIGINAL OFFICAL STATEMENT, EXCEPT WHERE THERE HAS BEEN A CHANGE IN THE
DOCUMENTS OR MORE RECENT INFORMATION SINCE THE DATE OF THE ORIGINAL OFFICIAL
STATEMENT. THIS SUPPLEMENT TO OFFICIAL STATEMENT SHOULD THEREFORE BE READ
ONLY IN CONJUNCTION WITH THE ORIGINAL OFFICIAL STATEMENT.
This Supplement to Official Statement is provided to furnish certain information with
respect to the reoffering of three separate issues of revenue refunding bonds (collectively, the
“Bonds”) in the aggregate principal amount of $102,700,000, issued by the respective issuers
(individually, the “Issuer,” and collectively, the “Issuers”), as follows:
(i) $41,200,000 aggregate principal amount of City of Gillette, Campbell
County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Projects), Series 1988 (the “Gillette Bonds”);
(ii) $50,000,000 aggregate principal amount of Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Projects),
Series 1988A (the “Sweetwater 1988A Bonds”); and
(iii) $11,500,000 aggregate principal amount of Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Project),
Series 1988B (the “Sweetwater 1988B Bonds”).
Each issue of the Bonds was issued pursuant to a Trust Indenture, dated as of January 1,
1988 (individually, an “Indenture,” and collectively, the “Indentures”), between the respective
Issuer and The Bank of New York Mellon Trust Company, N.A. (successor in interest to The
First National Bank of Chicago), as Trustee (the “Trustee”). The proceeds from the sale of the
Bonds were loaned to PacifiCorp (the “Company”) pursuant to the terms of a separate Loan
Agreement for each issue of the Bonds, each dated as of January 1, 1988 (individually, an
“Agreement,” and collectively, the “Agreements”), each between the respective Issuer and the
Company. Under the Agreement, the Company is unconditionally obligated to pay amounts
sufficient to provide for payment of the principal of, premium, if any, and interest on the Bonds

2
(the “Loan Payments”) and for payment of the purchase price of the Bonds. The proceeds of the
Bonds, together with certain other moneys of the Company, were used for the purposes set forth
in the Original Official Statement.
The Bonds of each issue contain substantially the same terms and provisions as, but will
be entirely separate from, the Bonds of any other issue. The Bonds of one issue will not be
payable from or entitled to any revenues delivered to the Trustee in respect of Bonds of any other
issue. The mechanism for determining the interest rate may result in a rate for the Bonds of one
issue different from that of the Bonds of any other issue. Redemption of the Bonds of one issue
may be made in the manner described in the Official Statement without redemption of any other
issue, and a default in respect of the Bonds of one issue will not of itself constitute a default in
respect of the Bonds of any other issue; however, the same occurrence may constitute a default
with respect to the Bonds of all issues.
The Bonds of each issue, together with premium, if any, and interest thereon, are
limited and not general, obligations of the applicable Issuer not constituting or giving rise
to a pecuniary liability of the applicable Issuer nor any charge against its general credit or
taxing powers nor an indebtedness of or a loan of credit thereof, shall be payable solely
from the applicable Revenues (as defined in the applicable Indenture and which includes
moneys drawn under the Letter of Credit) and other moneys pledged therefor under the
applicable Indenture, and shall be a valid claim of the respective holders thereof only
against the applicable Bond Fund (as defined in the applicable Indenture), Revenues and
other moneys held by the Trustee as part of the applicable Trust Estate (as defined in the
applicable Indenture). The Issuers shall not be obligated to pay the purchase price of any
of the Bonds from any source.
No recourse No recourse shall be had for the payment of the principal of, or
premium, if any, or interest on any of the Bonds or for any claim based thereon or upon
any obligation, covenant or agreement contained in any Indenture, against any past,
present or future officer or employee of any Issuer, or any incorporator, officer, director or
member of any successor corporation, as such, either directly, or through any Issuer or any
successor corporation, under any rule of law or equity, statute or constitution or by the
enforcement of any assessment or penalty or otherwise, and all such liability of any such
incorporator, officer, director or member as such was expressly waived and released as a
condition of and in consideration for the execution of each Indenture and the issuance of
any of the Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the three separate Letters of Credit, each dated May 16, 2012 (individually, an “Existing Letter
of Credit” and collectively, the “Existing Letters of Credit”) and issued by Barclays Bank PLC,
New York Branch (the “Prior Bank”), with respect to each issue of Bonds, each of which has
supported payment of the principal, interest and purchase price of the applicable Bonds since the
date the Existing Letters of Credit were issued. Pursuant to the Indentures, the Company has
elected to replace each Existing Letter of Credit with a separate Irrevocable Transferrable Direct
Pay Letter of Credit (individually, the “Letter of Credit,” and, collectively, the “Letters of Credit”)
to be issued by The Royal Bank of Scotland plc, a bank organized under the laws of Scotland,
acting through its Connecticut branch (the “Bank”). The three Letters of Credit will be delivered

3
to the Trustee on March 26, 2013 (the “Effective Date”) and, after such date, the Bonds will not
have the benefit of the Existing Letters of Credit.
With respect to the Bonds of each issue, the Trustee will be entitled to draw under the
related Letter of Credit up to (a) an amount sufficient to pay (i) the outstanding unpaid principal
amount of the applicable Bonds or (ii) the portion of the purchase price of such Bonds
corresponding to such unpaid principal amount plus (b) an amount sufficient to pay (i) in the
case of the Sweetwater 1988A Bonds, up to 294 days’ accrued interest on such Bonds, and in the
case of the Gillette Bonds and the Sweetwater 1988B Bonds, up to 65 days’ accrued interest on
such Bonds (in each case calculated at the maximum rate of 12% per annum and on the basis of a
year of 365 days) or (ii) the portion of the purchase price of the applicable Bonds corresponding
to such accrued interest. Each Letter of Credit will only be available to be drawn on with respect
to related Bonds bearing interest at a rate other than a Fixed Interest Rate (as defined in the
applicable Indenture).
After the date of delivery of the Letters of Credit, the Company is permitted under the
Agreements and the Indentures to provide a substitute letter of credit (the “Substitute Letter of
Credit”), which is issued by the same Bank that issued the then existing Letter of Credit and
which is identical to such Letter of Credit except for (i) an increase or decrease in the Interest
Coverage Rate (as defined in the Indenture), (ii) an increase or decrease in the Interest Coverage
Period (as defined in the Indenture) or (iii) any combination of (i) and (ii). As used hereafter,
“Letter of Credit” shall, unless the context otherwise requires, mean such Substitute Letter of
Credit from and after the issuance date thereof. The Company also is permitted under the
Agreements and Indentures to provide for the delivery of an alternate credit facility, including a
letter of credit of a commercial bank or a credit facility from a financial institution, or any other
credit support agreement or mechanism arranged by the Company (which may involve a letter of
credit or other credit facility or first mortgage bonds of the Company or an insurance policy), the
administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. See “THE LETTERS OF CREDIT” and the Official Statement
under the caption “THE BONDS —Purchase of Bonds.”
Prior to the delivery of the Letters of Credit, the Sweetwater 1988A Bonds were bearing
interest at a CP Rate, the Sweetwater 1988B Bonds were bearing interest at a Daily Interest Rate,
the Gillette Bonds were bearing interest at a Weekly Interest Rate. Following the delivery of the
Letters of Credit, the Sweetwater 1988A Bonds will continue to bear interest at a CP Rate,
Sweetwater 1988B Bonds will continue to bear interest at a Daily Interest Rate and the Gillette
Bonds will continue to bear interest at a Weekly Interest Rate; each subject to the right of the
Company to cause the interest rate on the Bonds of each issue to be converted to other interest
rate determination methods as described in the Official Statement.
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof.
Brief descriptions of the Issuers, the Bonds, the Letters of Credit, the Reimbursement
Agreements, the Agreements and the Indentures are included in this Supplement to Official
Statement, including the Original Official Statement attached as Appendix C hereto. Information

4
regarding the business, properties and financial condition of the Company is included in
Appendix A attached hereto. A brief description of the Bank is included as Appendix B hereto.
The descriptions herein of the Agreements, the Indentures, the Letters of Credit and the
Reimbursement Agreements are qualified in their entirety by reference to such documents, and
the descriptions herein of the Bonds are qualified in their entirety by reference to the forms
thereof and the information with respect thereto included in the aforesaid documents. All such
descriptions are further qualified in their entirety by reference to laws and principles of equity
relating to or affecting the enforcement of creditors’ rights generally. Copies of such documents
may be obtained from the principal corporate trust office of the Trustee in Chicago, Illinois and
at the principal offices of the Remarketing Agent in New York, New York. The letters of credit
described in the Original Official Statement are no longer in effect and the information in the
Original Official Statement with respect thereto should be disregarded.
THE LETTERS OF CREDIT AND THE REIMBURSEMENT AGREEMENTS
The following is a brief summary of certain provisions of the Replacement Letters of
Credit and those certain Letter of Credit and Reimbursement Agreements, each dated
March 26, 2013, as amended and supplemented, and each between the Company and The
Royal Bank of Scotland plc (together with all related documents, the “Reimbursement
Agreements”). This summary is not a complete recital of the terms of the Replacement Letters of
Credit or the Reimbursement Agreements and reference is made to each Replacement Letter of
Credit or each Reimbursement Agreement, as applicable, in its entirety.
THE LETTERS OF CREDIT
Each Replacement Letter of Credit will be an irrevocable direct pay obligation of the
Bank to pay to the Trustee, upon request and in accordance with the terms thereof, up to (a) an
amount sufficient to pay (i) the outstanding unpaid principal amount of the applicable Bonds or
(ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal
amount plus (b) an amount sufficient to pay (i) up to (x) in the case of the Sweetwater 1988A
Bonds, up to 294 days’ accrued interest on such Bonds, and (y) in the case of the Gillette Bonds
and the Sweetwater 1988B Bonds, up to 65 days’ accrued interest on such Bonds (in each case
calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the applicable Bonds corresponding to such accrued
interest. The Replacement Letters of Credit will only be available to be drawn while the Bonds
bear interest at a rate other than a fixed interest rate pursuant to the related Indenture. The
Replacement Letters of Credit will be substantially in the forms attached hereto as Appendix F.
The Replacement Letters of Credit will be issued pursuant to three separate Letter of Credit
Reimbursement Agreements, each dated March 26, 2013 (each, a “Reimbursement Agreement”),
and each between the Company and the Bank.
The Bank’s obligation under each Replacement Letter of Credit will be reduced to the
extent of any drawings thereunder. However, with respect to a drawing by the Trustee to enable
the Remarketing Agent or the Trustee to pay the purchase price of applicable Bonds delivered
for purchase and not remarketed by the Remarketing Agent, such amounts shall be immediately
reinstated upon reimbursement. With respect to a drawing by the Trustee for the payment of
interest only on the applicable Bonds, the amount that may be drawn under the applicable

5
Replacement Letter of Credit will be automatically reinstated as of the Bank’s close of business
in New York, New York on the ninth (9th) business day following the Bank’s honoring of such
drawing by the amount drawn, unless the Trustee has received notice (a “Non-Reinstatement
Notice”) from the Bank by the ninth (9th) business day following the date of such honoring that
there will be no reinstatement.
Upon an acceleration of the maturity of Bonds due to an event of default under the
applicable Indenture, the Trustee will be entitled to draw on the applicable Replacement Letter of
Credit, if it is then in effect, to the extent of the aggregate principal amount of the Bonds
outstanding, plus up to
(i) in the case of the Sweetwater 1988A Bonds, up to 294 days’ accrued interest on such
Bonds, and in the case of the Gillette Bonds and the Sweetwater 1988B Bonds, up to 65 days’
accrued interest on such Bonds (in each case less amounts paid in respect of principal or interest
for which the Replacement Letter of Credit has not been reinstated).
Each Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015 in
the case of the Gillette Bonds and the Sweetwater 1998A Bonds, and January 23, 2014 in the
case of the Sweetwater 1998 Bonds (such date, as it may be extended as provided in such
Replacement Letter of Credit, the “Scheduled Expiration Date”), (b) four (4) Business Days
following the Trustee’s receipt of (i) written notice from the Bank that an event of default has
occurred under the related Reimbursement Agreement or (ii) a Non-Reinstatement Notice,
(c) the date that the Trustee informs the Bank that the conditions for termination of the
Replacement Letter of Credit as set forth in the Indenture have been satisfied and that the
Replacement Letter of Credit has terminated in accordance with its terms, (d) the date that is
15 days after the conversion of the related series of Bonds to a fixed interest rate and (e) the date
of a final drawing under the applicable Replacement Letter of Credit.
THE REIMBURSEMENT AGREEMENTS
General. The Company has executed and delivered the Reimbursement Agreements
requesting that the Bank issue an irrevocable direct pay letter of credit for each series of the
Bonds and governing the issuance thereof. Each Replacement Letter of Credit is issued pursuant
to the applicable Reimbursement Agreement.
Under each Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the related Replacement Letter of Credit, to pay certain fees and
expenses, to pay interest on any unreimbursed drawings or other amounts unpaid, and to
reimburse the Bank for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Reimbursement
Agreements, as applicable, that are not otherwise defined in this Supplement will have the
meanings set forth below.
“Applicable Law” means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and
orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders,

6
decisions, judgments and decrees of all courts (whether at law or in equity or admiralty)
and arbitrators.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the latest consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of such date of determination.
“Credit Documents” means, with respect to each Replacement Letter of Credit,
the related Reimbursement Agreement, Custodian Agreement, Fee Letter (each as
defined in such Reimbursement Agreement) and any and all other instruments and
documents executed and delivered by the Company in connection with any of the
foregoing.
“Debt” of any Person means, at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in the ordinary
course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all obligations of such Person as
lessee under leases that have been, in accordance with GAAP, recorded as capital leases,
(e) all obligations of such Person in respect of reimbursement agreements with respect to
acceptances, letters of credit (other than trade letters of credit) or similar extensions of
credit and (f) all guaranties.
“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in
effect from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business
(whether or not incorporated) that is considered to be a single employer with such entity
within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of
ERISA with respect to a Pension Plan; (b) the failure to make a required contribution to
any Pension Plan that would result in the imposition of a lien or other encumbrance or the
provision of security under the Internal Revenue Code (the “Code”) or ERISA, or there
being or arising any “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Code or ERISA), whether or not waived,
or the filing of any request for or receipt of a minimum funding waiver under the Internal
Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status
under ERISA; (c) the filing of a notice of intent to terminate, or the termination of any
Pension Plan under certain provisions of ERISA; (d) the institution of proceedings, or the
occurrence of an event or condition that would reasonably be expected to constitute
grounds for the institution of proceedings by the PBGC, under certain provisions of
ERISA, for the termination of, or the appointment of a trustee to administer, any Pension
Plan; (e) the complete or partial withdrawal of the Company or any of its ERISA

7
Affiliates from a Multiemployer Plan, the reorganization or insolvency under ERISA of
any Multiemployer Plan, or the receipt by the Company or any of its ERISA Affiliates of
any notice that a Multiemployer Plan is in endangered or critical status under certain
provisions of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to
comply with ERISA or the related provisions of the Code with respect to any Pension
Plan; (g) the Company or any of its ERISA Affiliates incurring any liability under certain
provisions of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under ERISA) or (h) the failure by the Company or any of its Subsidiaries to
comply with Applicable Law with respect to any Foreign Plan.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or
other employee benefit plan, program or arrangement (other than a Pension Plan or a
Multiemployer Plan) maintained by any Subsidiary of the Company that, under
applicable local foreign law, is required to be funded through a trust or other funding
vehicle.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental
Authority.
“Governmental Authority” means the government of the United States of America
or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.
“Material Adverse Effect” means a material adverse effect on (a) on the business,
operations, properties, financial condition, assets or liabilities (including, without
limitation, contingent liabilities) of the Company and its Subsidiaries, taken as a whole,
(b) the ability of the Company to perform its obligations under any Credit Document or
any Related Document to which the Company is a party or (c) the ability of the Bank to
enforce its rights under any Credit Document or any Related Document to which the
Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to
which (x) the Company’s percentage ownership interest multiplied by (y) the book value
of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may

8
be an obligation to contribute of) the Company or any of its ERISA Affiliates or with
respect to which the Company or any of its ERISA Affiliates has, or could reasonably be
expected to have, any liability.
“Pension Plan” means any “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, maintained or
contributed to by the Company or any of its ERISA Affiliates or to which the Company
or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an
obligation to contribute to, or otherwise to have liability with respect to) such plan.
“Person” means an individual, partnership, corporation (including, without
limitation, a business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the
related Replacement Letter of Credit in connection with a tender drawing under such
Replacement Letter of Credit and owned or held by the Company or an affiliate of the
Company or by the Trustee and pledged to the Bank pursuant to the Custodian
Agreement.
“Rating Decline” means the occurrence of the following on, or within 90 days
after, the earlier of (a) the occurrence of a Change of Control (as defined below) and
(b) the earlier of (x) the date of public notice of the occurrence of a Change of Control
and (y) the date of the public notice of the Company’s (or its direct or indirect parent
company’s) intention to effect a Change of Control, which 90-day period will be
extended so long as the S&P Rating or Moody’s Rating is under publicly announced
consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P
Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” means the obligation of the Company under a
Reimbursement Agreement to reimburse the Bank for the full amount of each payment
by the Bank under the related Replacement Letter of Credit, including, without limitation,
amounts in respect of any reinstatement of interest on the related Bonds at the election of
the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds.
“Related Documents” means, with regard to each Replacement Letter of Credit,
the related Bonds, the related Indenture, the Loan Agreement (as defined in the related
Reimbursement Agreement), the Remarketing Agreement (as defined in the related
Reimbursement Agreement) and the Custodian Agreement.
“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of

9
the board of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.
Events of Default. Any one or more of the following events (whether voluntary or
involuntary) constitute an event of default (an “Event of Default”) under the related
Reimbursement Agreement:
(a) (i) Any principal of any Reimbursement Obligation is not paid when due
and payable or (ii) any interest on any Reimbursement Obligation or any fees or other
amounts payable under such Reimbursement Agreement or under any other Credit
Document is not paid within five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company in such
Reimbursement Agreement or by the Company (or any of its officers) in any Credit
Document or in connection with any Related Document or any document delivered
pursuant to such documents proves to have been incorrect in any material respect when
made; or
(c) (i) The Company fails to (A) preserve, and to cause its Material
Subsidiaries to preserve, their corporate, partnership or limited liability company
existence, (B) cause all Bonds that it acquires to be registered in accordance with the
Indenture and the Custodian Agreement in the name of the Company or its nominee or
(C) maintain a required debt to capitalization ratio or (D) observe certain covenants
relating to restrictions on liens, mergers, asset sales, use of proceeds, optional redemption
of the related Bonds, amendments to the Indenture and amendments to the Official
Statement (as defined in the related Reimbursement Agreement), all in accordance with
such Reimbursement Agreement or (ii) the Company fails to perform or observe any
other term, covenant or agreement contained in such Reimbursement Agreement or any
other Credit Document or Related Document on its part to be performed or observed if
such failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of such Reimbursement Agreement or any other
Credit Document or Related Document to which the Company is a party shall at any time
and for any reason cease to be valid and binding upon the Company, except pursuant to
the terms thereof, or is declared to be null and void, or the validity or enforceability is
contested in any manner by the Company or any Governmental Authority, or the
Company denies in any manner that it has any or further liability or obligation under such
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or

10
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under such Reimbursement
Agreement) that is outstanding in a principal amount in excess of $100,000,000 in the
aggregate when due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure continues after any applicable grace
period specified in the agreement or instrument relating to such Debt; or any other event
shall occur or condition shall exist under any agreement or instrument relating to any
such Debt and shall continue after any applicable grace period, if the effect of such event
or condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or
any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior
to the stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of
$100,000,000 to the extent not paid or insured shall be rendered against the Company or
any Material Subsidiary and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts
as they become due, or admits in writing its inability to pay its debts generally, or makes
a general assignment for the benefit of creditors; or any proceeding is instituted by or
against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this paragraph; or
(h) An ERISA Event has occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a
Material Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least
50% of the issued and outstanding shares of common stock of the Company, calculated
on a fully diluted basis or (ii) MidAmerican Energy Holdings Company shall fail to own,
directly or indirectly, at least 80% of the issued and outstanding shares of common stock
of the Company, calculated on a fully diluted basis (each, a “Change of Control”);
provided that, in each case, such failure shall not constitute an Event of Default unless
and until a Rating Decline has occurred;

11
(j) Any “Event of Default” under and as defined in the Indenture shall have
occurred and be continuing; or
(k) Any approval or order of any Governmental Authority related to any
Credit Document or any Related Document shall be (i) rescinded, revoked or set aside or
otherwise cease to remain in full force and effect or (ii) modified in any manner that, in
the opinion of the Bank, could reasonably be expected to have a material adverse effect
on (A) the business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, (B) the legality, validity or
enforceability of any of the Credit Documents or the Related Documents to which the
Company is a party, or the rights, remedies and benefits available to the parties
thereunder or (C) the ability of the Company to perform its obligations under the Credit
Documents or the Related Documents to which the Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental
Authority shall occur which has the effect of making the transactions contemplated by the
Credit Documents or the Related Documents unauthorized, illegal or otherwise contrary
to Applicable Law; or
(m) The Custodian Agreement after delivery under such Reimbursement
Agreement, except to the extent permitted by the terms thereof, fails or ceases to create
valid and perfected Liens in any of the collateral purported to be covered thereby, subject
to certain cure rights.
Remedies. If an Event of Default occurs under a Reimbursement Agreement and is
continuing, the Bank may (a) by notice to the Company, declare the obligation of the Bank to
issue the related Replacement Letter of Credit to be terminated, (b) give notice to the Trustee
(i) under the Indenture that such Replacement Letter of Credit will not be reinstated following a
drawing for the payment of interest on the Bonds and/or (ii) under the Indenture of such Event of
Default, and to declare the principal of all Bonds then outstanding to be immediately due and
payable, (c) declare the principal amount of all Reimbursement Obligations, all interest thereon
and all other amounts payable under such Reimbursement Agreement or any other Credit
Document to be forthwith due and payable, which will cause all such principal, interest and all
such other amounts to become due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are expressly waived by the Company and (d) in addition to
other rights and remedies provided for in such Reimbursement Agreement or in the related
Custodian Agreement or otherwise available to the Bank, as holder of the Pledged Bonds or
otherwise, exercise all the rights and remedies of a secured party on default under the Uniform
Commercial Code in effect in the State of New York at that time; provided that, if an Event of
Default described in subpart (g) or (i) under the heading “Events of Default,” above, shall have
occurred, automatically, (x) the obligation of the Bank under such Reimbursement Agreement to
issue the related Replacement Letter of Credit shall terminate, and (y) all Reimbursement
Obligations, all interest thereon and all other amounts payable under such related
Reimbursement Agreement or under any other Credit Document will become due and payable,
without presentment, demand, protest, or further notice of any kind, all of which are expressly
waived by the Company.

12
REMARKETING AGENT
General. Barclays Capital Inc. (the “Remarketing Agent”), will continue as remarketing
agent for the Bonds. Subject to certain conditions, the Remarketing Agent has agreed to
determine the rates of interest on the Bonds and use its best efforts to remarket all tendered
Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.
Special Considerations. The Remarketing Agent is Paid by the Company. The
Remarketing Agent’s responsibilities include determining the interest rate from time to time and
remarketing Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in
each case, to the terms of the Indentures and the Remarketing Agreement), all as further
described in this Supplement. The Remarketing Agent is appointed by the Company and paid by
the Company for its services. As a result, the interests of the Remarketing Agent may differ
from those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Account. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own account. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own account and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to each Indenture and Remarketing Agreement, for each issue of
Bonds, the Remarketing Agent is required to determine the applicable rate of interest that, in its
judgment, is the lowest rate that would permit the sale of the Bonds bearing interest at the
applicable interest rate at par plus accrued interest, if any, on and as of the applicable interest rate
determination date. The interest rate will reflect, among other factors, the level of market
demand for the applicable Bonds (including whether the Remarketing Agent is willing to
purchase Bonds for its own accounts). There may or may not be Bonds tendered and remarketed
on an interest rate determination date, the Remarketing Agent may or may not be able to

13
remarket any Bonds tendered for purchase on such date at par and the Remarketing Agent may
sell Bonds at varying prices to different investors on such date or any other date. The
Remarketing Agent is not obligated to advise purchasers in a remarketing if it does not have third
party buyers for all of the Bonds at the remarketing price. In the event the Remarketing Agent
owns any Bonds for its own account, it may, in its sole discretion in a secondary market
transaction outside the tender process, offer such Bonds on any date, including the interest rate
determination date, at a discount to par to some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances, the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
TAX EXEMPTION
The opinions of Chapman and Cutler delivered on January 14, 1988 stated that, subject to
compliance by the Company and the applicable Issuer with certain covenants made to satisfy
pertinent requirements of the Internal Revenue Code of 1986, under then-existing law, interest
on the Bonds will not be includible in gross income of the owners thereof for federal income tax
purposes, except for interest on any Bond for any period during which such Bond is owned by a
person who is a substantial user of the related project or facilities or any person considered to be
related to such person (within the meaning of Section 103(b)(13) of the Internal Revenue Code
of 1954), and the interest on the Bonds will not be treated as an item of tax preference in
computing the alternative minimum tax for individuals and corporations (because the Prior
Bonds were issued prior to August 8, 1986). Such interest will be taken into account, however,
in computing an adjustment used in determining the alternative minimum tax for certain
corporations. As indicated in such opinions, the failure to comply with certain of such covenants
of the applicable Issuer and the Company could cause the interest on the Bonds to be included in
gross income retroactive to the date of issuance of the Bonds. Chapman and Cutler LLP (“Bond
Counsel”) has made no independent investigation to confirm that such covenants have been
complied with.
Bond Counsel will deliver an opinion for each series of the Bonds in connection with
delivery of the Letters of Credit, in substantially the form attached hereto as Appendix D, to the
effect that the delivery of the Letters of Credit (i) is authorized under and complies with the
terms of the applicable Agreement and (ii) will not impair the validity under the Act of the
applicable Bonds or will not cause the interest on the applicable Bonds to become includible in
the gross income of the Owners thereof for federal income tax purposes. Except as necessary to
render the foregoing opinions, Bond Counsel has not reviewed any factual or legal matters

14
relating to its opinions dated January 14, 1988 subsequent to its issuance other than with respect
to the Company in connection with (a) with regard to the Sweetwater 1988A Bonds, the issuance
and delivery of an Alternate Credit Facility, described in its opinion dated April 24, 2002,
(b) with regard to the Sweetwater 1988B Bonds, (i) the conversion of the interest rate on such
Bonds from a CP Rate to a Daily Interest Rate, described in its opinion dated January 26, 1996
and its opinion dated February 28, 1996 and (ii) the issuance and delivery of an Alternate Credit
Facility, described in its opinion dated August 23, 2001, (c) with regard to the Gillette Bonds, the
conversion of the interest rate on such Bonds from a CP Rate to a Weekly Interest Rate and the
delivery of an Alternate Credit Facility, described in its opinion dated May 26, 1999 and its
opinions dated June 7, 1999, (d) with regard to each issue of Bonds, (i) the delivery of earlier
Letters of Credit described in its three opinions, each dated September 15, 2004, (ii) the delivery
of an amendment to such earlier Letters of Credit, described in its three opinions, each dated
November 30, 2005, (e) with regard to each issue of Bonds, the delivery of the Existing Letters
of Credit, described in its three opinions, each dated May 16, 2012, and (f) with regard to each
issue of Bonds, the delivery of the Letters of Credit described herein. The opinions delivered in
connection with delivery of the Letters of Credit are not to be interpreted as a reissuance of any
of the original approving opinions as of the date of this Supplement to Official Statement.
Ownership of the Bonds may result in collateral federal income tax consequences to
certain taxpayers, including, without limitation, corporations subject to either the environmental
tax or the branch profits tax, financial institutions, certain insurance companies, certain
S Corporations, individual recipients of Social Security or Railroad Retirement benefits and
taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as
to applicability of any such collateral consequences.
MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUERS MAKE NO REPRESENTATION WITH RESPECT TO AND
HAVE NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO OFFICIAL STATEMENT.

APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both

A-2
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.

A-3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement to
Official Statement (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

[This Page Intentionally Left Blank]

APPENDIX B
THE ROYAL BANK OF SCOTLAND PLC
The following information concerning The Royal Bank of Scotland plc (“RBS” or the
“Bank”) has been provided by representatives of RBS and has not been independently confirmed
or verified by the Issuers, the Company or any other party. No representation is made by the
Company or the Issuers as to the accuracy, completeness or adequacy of such information and
no representation is made as to the absence of material adverse changes in such information
subsequent to the date hereof, or that the information contained or incorporated herein by
reference is correct as of any time subsequent to its date.
The Royal Bank of Scotland plc is a wholly-owned subsidiary of The Royal Bank of
Scotland Group plc (“RBSG” or “the holding company”), a large banking and financial services
group. The “Group” comprises the Bank and its subsidiary and associated undertakings. The
Group has a large and diversified customer base and provides a wide range of products and
services to personal, commercial and large corporate and institutional customers. “RBS Group”
comprises the holding company and its subsidiary and associated undertakings.
RBS Group had total assets of £1,415 billion and owners’ equity of £74 billion as at
30 June 2012. RBS Group’s capital ratios, as at 30 June 2012, were a total capital ratio of
14.6 per cent., a Core Tier 1 capital ratio of 11.1 per cent. and a Tier 1 capital ratio of
13.4 per cent.
The Group had total assets of £1,359 billion and owners’ equity of £62 billion as at
30 June 2012. As at 30 June 2012, the Group’s capital ratios were a total capital ratio of
15.4 per cent., a Core Tier 1 capital ratio of 9.9 per cent. and a Tier 1 capital ratio of
11.6 per cent.
The delivery of the information concerning RBS herein shall not create any implication
that there has been no change in the affairs of RBS since the date hereof, or that the information
contained or referred to herein is correct as of any time subsequent to its date.
RBS is responsible only for the information contained in this Appendix to the Official
Statement and did not participate in the preparation of, or in any way verify the information
contained in, any other part of the Official Statement. Accordingly, RBS assumes no
responsibility for and makes no representation or warranty as to the accuracy or completeness of
information contained in any other part of the Official Statement.

The information contained in this Appendix relates to and has been obtained from RBS.
The delivery of the Official Statement shall not create any implication that there has been no
change in the affairs of The Royal Bank of Scotland plc since the date hereof, or that the
information contained or referred to in this Appendix is correct as of any time subsequent to its
date.

APPENDIX C
OFFICIAL STATEMENT DATED JANUARY 13, 1988
The Bonds of each issue contain substantially the same terms and provisions as, but will be
entirely separate from, the Bonds of the other issues. The Bonds of one issue will not be payable from
or entitled to any revenues delivered to the Trustee in respect of Bonds of the other issues. The
mechanism for determining the interest rate may result in a rate for the Bonds of one issue different
from that of the Bonds of the other issues. Redemption of the Bonds of one issue may be made in
the manner described below without redemption of the other issues, and a default in respect of the
Bonds of one issue will not of itself constitute a default in respect of the Bonds of the other issues;
however, the same occurrence may constitute a default with respect to the Bonds of more than one
issue.
Brief descriptions of the Issuers, the Bonds, the Letters of Credit, the method by which the interest
rate on the Bonds is changed, the Agreements and the Indentures are included in this Official
Statement, including Appendix F hereto. Information regarding the business, properties and financial
condition of the Company is included in Appendix A attached hereto. Brief descriptions of The
Sumitomo Bank, Limited, The Industrial Bank of Japan, Limited, Deutsche Bank AG and National
Westminster Bank PLC are included as Appendices B, C, D and E, respectively, hereto. The
descriptions herein of the Agreements, the Indentures and the Letters of Credit are qualified in their
entirety by reference to such documents, and the descriptions herein of the Bonds are qualified in
their entirety by reference to the forms thereof and the information with respect thereto included
in the aforesaid documents. All such descriptions are further qualified in their entirety by reference
to laws and principles of equity relating to or affecting the enforcement of creditors’ rights generally.
Copies of such documents may be obtained from the principal corporate trust office of the Trustee
in Chicago, Illinois and, during the initial offering period, at the principal offices of E. F. Hutton &
Company Inc. and of Shearson Lehman Brothers Inc. in New York, New York.THE ISSUERSForsyth is a municipal corporation and political subdivision duly organized and existing under
the Constitution and laws of the State of Montana. Forsyth is authorized by Sections 90-5-101 through
90-5114, inclusive, of the Montana Code Annotated, as amended (the “Montana Act”), to issue the
Forsyth Bonds for the purpose of refunding all of the related Prior Bonds, to enter into the related
Indenture and the related Agreement and to secure such Bonds by an assignment to the Trustee of
the payments to be made by the Company under the related Agreement and a pledge of other moneys
deposited with the Trustee under the related Indenture.
Gillette is a municipal corporation and political subdivision, and Converse and Sweetwater are
political subdivisions, duly organized and existing under the Constitution and laws of the State of
Wyoming. Pursuant to Sections 15-l-701 to 151-710, inclusive, of the Wyoming Statutes (1977), as
amended (the “Wyoming Act”), Gillette, Converse and Sweetwater are authorized to issue their
respective Bonds for the purpose of refunding all or a portion of the related Prior Bonds, to enter
into the related Indenture and the related Agreement and to secure such Bonds by an assignment
to the Trustee of the payments to be made by the Company under the related Agreement and a pledge
of other moneys deposited with the Trustee under the related Indenture.
The Montana Act and the Wyoming Act are hereafter referred to collectively as the “Act.”
The Bonds will be limited obligations of the respective Issuers as described under the caption
“mE BONDS-Limited Obligations.”THE BONDSThe Bonds of each issue will be independent of the others, and a default in respect of one issue
will not of itself constitute a default in respect of the other issues; however, the same occurrence
may constitute a default with respect to more than one issue. The five issues of
$
onds contain
substantially the same terms and provisions, and the following is a summary of cer in provisions
common to the Bonds of the five issues. Reference is hereby made to the Bonds in their entirety for
the detailed provisions thereof. All references in this description are to the documents or the Letters
of Credit (or Alternate Credit Facilities) corresponding to the respective issues of Bonds.
5
General
The Bonds will be dated January 1, 1988 and will mature as set forth on the cover page hereof.
Bonds authenticated prior to the first Interest Payment Date (as hereafter described) shall bear
interest from the date of the first authentication and delivery of Bonds. Bonds authenticated on or
after the first Interest Payment Date thereon shall bear interest from the Interest Payment Date
next preceding the date of authentication thereof (except that if the Bonds bear interest at a Daily
Interest Rate, as hereafter described, the Bonds shall bear interest from the day next succeeding the
Interest Accrual Date, as hereafter described, next preceding such date of authentication), unless such
date of authentication shall be an Interest Payment Date to which interest on the Bonds has been
paid in full or duly provided for, in which case they shall bear interest from such date of authentication
(or, if the Bonds bear interest at a Daily Interest Rate, from the day next succeeding the Interest
Accrual Date next preceding such date of authentication); provided that if, as shown by the records
of the Registrar (as hereinafter defined) interest on the Bonds shall be in default, Bonds issued in
exchange for or upon the registration of transfer of Bonds shall bear interest from the date to which
interest has been paid in full on the Bonds or, if no interest has been paid on the Bonds, the date of
the first authentication and delivery of fully executed and authenticated Bonds under the Indenture.
Each Bond shall bear interest on overdue principal and, to the extent permitted by law, on overdue
premium, if any, and interest at the rates of interest borne by the Bonds during such time.
The First National Bank of Chicago is Trustee and Registrar under the Indenture and has its
corporate trust office in Chicago, Illinois. First Chicago Trust Company of New York has been
appointed agent of the Registrar under the Indenture. The Registrar may be removed or replaced
by the Issuer at the direction of the Company.
Principal of, premium, if any, and interest on the Bonds are payable at the place or places and
in the manner specified on the cover page of this Official Statement. Bonds may be transferred or
exchanged for Bonds of authorized denominations at the corporate trust office in New York, New
York of First Chicago Trust Company of New York, as agent of the Registrar, without cost, except
for any tax or other governmental charge.
E. F. Hutton & Company Inc. has, at the direction of the Company, been appointed Remarketing
Agent under the Indenture. The principal office of E. F. Hutton & Company Inc. is located in New
York, New York. The Remarketing Agent may be removed or replaced by the Issuer at the direction
of the Company and with the written consent of the Bank (or the Obligor on the Alternate Credit
Facility, as the ease may be) and the Issuer. For a description of the proposed acquisition of
E. F. Hutton & Company Inc. by Shearson Lehman Brothers Inc. and of Shearson Lehman Brothers
Inc. as successor Remarketing Agent, see the caption “UNDERWRITING" herein.
Interest on the Bonds
CP Rate.The Bonds shall initially bear interest at a CP Rate not exceeding 12% per annum,
which is, with respect to each Bond for a CP Period, an interest rate on such Bond established as
hereafter described. Such interest will be payable on the CP Date for such Bond. “CP Date” means,
with respect to each Bond, the day next succeeding the last day of a CP Period. “CP Period” means,
with respect to each Bond, each consecutive period (one to no more than 2’70 days, or one to 365 or
366 days, as applicable to a particular year, as determined by the Company, as described under the
caption “THE LETTERS OF CREDIT-Substitute Letter of Credit”) established pursuant to the Indenture
during which such Bond shall hear interest at a particular CP Rate. “CP Date Parameters” means
the parameters stated in Exhibit E to the Indenture regarding allowable CP Periods. On the date
interest starts to accrue on the Bonds at a CP Rate and on each CP Date thereafter, except any CP
Date that is a Conversion Date, the Remarketing Agent shall determine for each CP Period allowable
under the CP Date Parameters the interest rate which, in the judgment of the Remarketing Agent,
when borne by a Bond having such a CP Period would be the minimum interest rate necessary to
enable the Remarketing Agent to sell such Bond on such date at a price equal to the principal
amount thereof.
Each Bond shall bear interest during the CP Period selected for such Bond at a rate per annum
equal to the interest rate determined as described above for such CP Period, or, in the event such
Bond is not remarketed, the CP Rate shall be the CP Rate equal to the interest rate for the shortest
allowable CP Period under the CP Date Parameters. If for any reason a CP Rate is not established
6
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any CP Period, the CP Rate for such CP Period
shall equal the Floating Interest Index (as defined in the Indenture) determined by the Indexing Agent
(as defined in the Indenture) as of the date such CP Rate was to have been determined.Conversion to Alternative Rates.The method of determining interest payable on the Bonds
may be converted from a CP Rate to another Floating Interest Rate (a Daily Interest Rate, a Weekly
Interest Rate or a Monthly Interest Rate), a Tender Interest Rate or a Fixed Interest Rate (as each
of those terms is described in Appendix F hereto) or from any such method of determination to any
other method of determination under the conditions described below under the caption “CONVERSION
OF RATE.” The date on which the method of determining the interest on the Bonds is converted to
another method is a “Conversion Date.” Certain terms applicable to the Bonds at such time as the
Bonds are not bearing interest at a CP Rate are described in Appendix F hereto.Payment and Accrual of Interest.The Bonds shall bear interest from and including the date
of first authentication and delivery thereof until payment of the principal or redemption price thereof
shall have been made or provided for in accordance with the provisions of the Indenture, whether
at maturity, upon redemption, acceleration or otherwise, at the lesser of (i) the Maximum Rate (as
hereafter defined) or (ii) the rate determined as described under the caption “‘&E BONDS-Interest
on the Bonds” and in Appendix F hereto. “Maximum Rate” means (i) while a Letter of Credit (or an
Alternate Credit Facility, if applicable) is outstanding, the lesser of 20% per annum or the Interest
Coverage Rate and (ii) at all other times, 20% per annum. “Interest Coverage Rate” means the rate
specified in the Letter of Credit (or an Alternate Credit Facility, if applicable), initially 12%, which
is used to determine the maximum amount that can be drawn to pay interest on the Bonds (or the
portion of the purchase price corresponding to accrued interest) (the “Interest Component”) for the
number of days specified in the Letter of Credit (the “Interest Coverage Period”), initially 294 days.
Interest accrued on the Bonds during each Interest Period (as hereafter described) shall be paid
to the Owner as of the Record Date (as hereafter described) on the next succeeding Interest Payment
Date and, while the Bonds bear a Floating Interest Rate, computed on the basis of a year of 365 or
366 days, as applicable to a particular year, for the actual number of days elapsed and, while the Bonds
bear a Fixed Interest Rate or a Tender Interest Rate, computed on the basis of a year of 360 days
consisting of twelve 30.day months.
“Authorized Denomination” means (i) $100,000 while the Bonds bear interest at a Floating Interest
Rate and (ii) $5,000 while the Bonds bear interest at a Tender Interest Rate or a Fixed Interest Rate
and, in all eases, integral multiples thereof.
“Business Day” means a day on which banks located in the city in which the principal office of
the Bank (or of the Obligor on the Alternate Credit Facility, as the case may be) is located and banks
located in the city in which the principal office of the Trustee is located are not required or authorized
by law to remain closed and are not closed, and on which The New York Stock Exchange and the
principal office of the Remarketing Agent are not closed.
“Interest Accrual Date” means, with respect to any Interest Period (i) during which interest on
the Bonds accrues at a CP Rate, the last day of the applicable CP Period, (ii) during which interest
on the Bonds accrues at a Daily Interest Rate, the last day of the calendar month, (iii) during which
interest on the Bonds accrues at the Weekly Interest Rate or the Monthly Interest Rate (as hereafter
described), the day next preceding the first Business Day of the next succeeding calendar month and
(iv) during which interest on the Bonds accrues at a Tender Interest Rate or at a Fixed Interest Rate,
the day next preceding January 1 and July 1 of each year.
“Interest Payment Date” means (a) during such time as the Bonds bear a Daily Interest Rate,
the fifth day after the Interest Accrual Date, (b) during such time as the Bonds bear interest
determined by any other method, the day next succeeding the Interest Accrual Date and (c) any
Conversion Date.
,.-“Interest Period” means the period from and including the date interest starts to accrue on the
Bonds pursuant to a particular method of calculating interest to and including the next succeeding
Interest Accrual Date and each succeeding period from the day next succeeding such Interest Accrual
7
Date to and including (i) the next succeeding Interest Accrual Date or (ii) if earlier, the day next
preceding a Conversion Date.
“Owner” means the person or persons in whose name any Bond is registered on the books of
the Issuer maintained by the Registrar.
“Record Date” means (a) when a Bond bears interest at a CP Rate, the third day next preceding
the Interest Accrual Date, except for a Bond with a CP Period of less than four days, in which case
the Record Date means the first day of such CP Period; (b) when the Bonds bear interest at a Daily
Interest Rate, the Interest Accrual Date; (c) when the Bonds bear interest at a Weekly Interest Rate,
the day on which the Weekly Interest Rate applicable to the Interest Accrual Date is determined;
(d) when the Bonds bear interest at a Monthly Interest Rate, the third day next preceding the Interest
Accrual Date; and (e) when the Bonds bear a Tender Interest Rate or a Fixed Interest Rate, the
fifteenth day of the calendar month next preceding any Interest Payment Date.
Purchase of Bonds
Purchase While Bonds Bear CPRate.On the CP Date with respect to a Bond, such Bond shall
be purchased at a purchase price equal to the principal amount thereof upon delivery of the Bond
(with all necessary endorsements) to the Remarketing Agent. If the Owner elects not to have his Bond
purchased on such CP Date, the Owner shall give telephonic or written notice to the Remarketing
Agent not later than 1030 a.m., New York, New York time, on the Business Day next preceding the
CP Date stating that the Owner elects not to have his Bond purchased on such CP Date and stating
the next CP Period (which shall be within the CP Date Parameters) for such Bond, in which event
and upon receipt of appropriate information confirmed in writing from the Remarketing Agent, the
Trustee shall issue a new Bond to such Owner reflecting the next CP Period in exchange for the Bond
then held by such Owner. Bonds to be purchased which are not delivered by the Owner thereof shall
be deemed to have been delivered by the Owner thereof for purchase and to have been purchased,
provided that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Moneys deposited with
the Trustee for such purchase of Bonds shall be held in trust in a separate escrow account without
liability for interest thereon and shall be paid to the Owners of such Bonds upon presentation thereof.
The Trustee shall on the last day of each month give written notice to the Company whether Bonds
have not been delivered, and upon direction to do so by the Company, the Trustee shall give notice
by mail to each Owner whose Bonds are deemed to have been purchased that such moneys are on
deposit at the principal office of the Trustee and that interest on such Bonds ceased to accrue on the
applicable CP Date.While Bonds Bear Alternative Rates.While a Bond bears a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, such Bond will be purchased on
the demand of the Owner thereof, as described in Appendix F hereto.Funds for Pun9m.se ofBonds.On the date on which Bonds delivered to the Remarketing Agent
or the Trustee for purchase as specified above under “WE BONDS-Purchase of Bonds-Purchase
While Bonds Bear CP Rate” or as described in Appendix F hereto are to be purchased, such Bonds
shall be purchased with immediately available funds at a purchase price equal to the principal amount
thereof, plus accrued interest, if any. Funds for the payment of such purchase price shall be derived
solely from the following sources in the order of priority indicated, neither the Trustee nor the
Remarketing Agent being obligated to use funds from any other source:
(a)Available Moneys (as hereinafter defined) directed by the Company to be used to purchase
Bonds as described in the Indenture;
Co) proceeds of the sale of such Bonds by the Remarketing Agent;
(c)Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds;
(d) proceeds of a drawing under the Letter of Credit or an Alternate Credit Facility, as the
case may be, for such purchase; and
(e) any other moneys furnished by the Company for purchase of the Bonds;
8
provided, however, that funds for the payment of the purchase price of defeased Bonds shall be derived
only from the sources described in (b) and (c) above, in such order of priority.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate Credit
Facility which does not consist of first mortgage bonds of the Company is outstanding, (i) moneys
on deposit in trust with the Trustee for a period of 123 days prior to and during which no petition
in bankruptcy or similar insolvency proceeding has been filed by or against the Company or the Issuer
or is pending, (ii) proceeds of the issuance of refunding bonds if, in the written opinion of nationally
recognized counsel experienced in bankruptcy matters and acceptable to the Issuer and the Trustee
(which opinion shall be delivered to the Trustee at or prior to the time of the deposit of such proceeds
with the Trustee), the deposit and use of such proceeds will not constitute a voidable preference under
Section 547 of the United States Bankruptcy Code in the event the Issuer or the Company were to
become debtors under the United States Bankruptcy Code and (iii) any other money (x) approved in
writing by Moody’s Investors Service (“Moody’s”), if the Bonds are then rated by Moody’s, and
Standard and Poor’s Corporation (“S&P”), if the Bonds are then rated by S&P and (y) the application
of which will not, in the written opinion of nationally recognized counsel experienced in bankruptcy
matters and acceptable to the Issuer and the Trustee (which opinion shall be delivered to the Trustee
at or prior to the time of such application), constitute a voidable preference under Section 544 or 547
of the United States Bankruptcy Code in the event the Issuer or the Company were to become debtors
under the United States Bankruptcy Code, and(b) at any time that a Letter of Credit or an Alternate
Credit Facility is not outstanding, or if an Alternate Credit Facility consisting of first mortgage bonds
of the Company is outstanding, any moneys on deposit with the Trustee and proceeds from the
investment thereof.Remarketing of BondsWhile the Bonds bear interest at a CP Rate, the Remarketing Agent shall offer for sale and use
its best efforts to remarket any Bond to be purchased on a CP Date on such CP Date, any such
remarketing to be made at a price equal to the principal amount thereof and for such CP Periods
as are available within the CP Date Parameters. In the event more than one prospective purchaser
has offered to purchase a Bond on a CP Date, the Remarketing Agent shall remarket the Bond to
the purchaser from among such prospective purchasers who has selected the next CP Period for such
Bond which will, in the Remarketing Agent’s judgment, taking into consideration the overall yield
curve determined as of such CP Date and projected market conditions during the 270 days or 365 or
366 days, as applicable to a particular year (depending on the maximum length of the then current
Interest Coverage Period), next succeeding such CP Date, be the most beneficial for the financing
program while the Bonds bear interest at a CP Rate. If a Bond cannot be remarketed, the CP Date
for such Bond shall be the next Business Day. While Bonds bear a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, the Remarketing Agent will offer
for sale and use its best efforts to remarket Bonds to be purchased on the dates and at the purchase
prices as described in this Official Statement.
No Purchases CJT Sales After Certain Defaults.Anything in the Indenture to the contrary
notwithstanding, (i) at any time when neither the Letter of Credit nor an Alternate Credit Facility,
as the case may be, is outstanding, there shall be no purchases or sales of Bonds as described above,
and (ii) at any time during which the Letter of Credit or an Alternate Credit Facility, as the case may
be, is outstanding, there shall be no sales of Bonds, if, in either case, there shall have occurred and
not have been cured or waived an Event of Default described in paragraph (a), (b), (c). (d) or (e) under
the caption “THE INDENTURES-Defaults” of which the Remarketing Agent and the Trustee have
actual knowledge.Limited ObligationsThe Bonds, together with the premium, if any, and interest thereon, are limited, and not general,
ob!igations of the Issuer not constituting or giving rise to a pecuniary liability of the Issuer or any
charge against its general credit or taxing powers nor an indebtedness of or a loan of credit thereof
and shall be payable solely from the revenues to be received by the Issuer under the Agreement and
from any other moneys made available to the Issuer for such purpose, including moneys drawn under
the Letter of Credit or an Alternate Credit Facility, as the ease may be. The Issuer shall not be obligated
to pay the purchase price of the Bonds from any source.
9
Mandatory Redemption of Bonds”While the Bonds hear interest at a Tender Interest Rate or at a Fixed Interest Rate, the Bonds
are subject to mandatory redemption in whole or in part at the principal amount thereof plus accrued
interest to the date of redemption within 180 days following a “Determination of Taxability” as
described below. The Bonds shall he redeemed either in whole or in part in such principal amount
that the interest payable on the Bonds remaining outstanding after sxh redemption would not be
included in the gross income of any Owner thereof, other than an Owner of a Bond who is a “substantial
user” of the Facilities (as hereafter defined) or a “related person” within the meaning of Section
103(b)(13) of the Internal Revenue Code of 1954, as amended (the “1954 Code”).
A “Determination of Taxability” shall be deemed to have occurred if, as a result of an Event of
Taxability (as defined below), a final decree or judgment of any federal court or a final action of the
Internal Revenue Service determines that interest paid or payable on any Bond is or was includible
in the gross income of an Owner of the Bonds for federal income tax purposes under the Internal
Revenue Code of 1986 (the “Code”) (other than an Owner who is a “substantial user” or “related
person” within the meaning of Section 103(b)(13) of the 1954 Code). However, no such decree or action
will be considered final for this purpose unless the Company has been given written notice and, if
it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either
directly or in the name of any Owner of a Bond, and until conclusion of any appellate review, if sought.
If the Trustee receives written notice from any Owner stating (i) that the Owner has been notified
in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in
the gross income of such Owner for the reasons described therein or any other proceeding has been
instituted against such Owner which may lead to a final decree or action as described in the Agreement,
and (ii) that such Owner will afford the Company the opportunity to contest the same, either directly
or in the name of the Owner, until a conclusion of any appellate review, if sought, then the Trustee
shall promptly give notice thereof to the Company, the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be), the Issuer and the Owner of each Bond then outstanding. If a final decree
or action as described above thereafter occurs and the Trustee has received written notice thereof
at least 45 days prior to the redemption date, the Trustee shall make the required demand for
prepayment of the amounts payable under the Agreement and prepayment of the Bonds and give
notice of the redemption of the Bonds at the earliest practical date, but not later than the date specified
in the Agreement, and in the manner provided by the Indenture.
An “Event of Taxability” means the failure of the Company to observe any covenant, agreement
or representation in the Agreement, which failure results in a Determination of Taxability.
A DETERMINATION OF TAXABILITY MAY NOT OCCUR FOR A SUBSTANTIAL PERIOD
OF TIME AFTER INTEREST FIRST BECOMES INCLUDIBLE IN THE GROSS INCOME OF
OWNERS OF THE BONDS. IN SUCH EVENT. THE TAX LIABILITY OF OWNERS OF THE
BONDS MAY EXTEND TO YEARS FOR WHICH INTEREST WAS RECEIVED ON THE BONDS
AND FOR WHICH THE RELEVANT STATUTE OF LIMITATIONS HAS NOT YET RUN.
MOREOVER, OWNERS OF BONDS WILL NOT RECEIVE ANY ADDITIONAL INTEREST,
PREMIUM OR OTHER PAYMENT TO COMPENSATE THEM FOR FEDERAL INCOME TAXES,
INTEREST AND PENALTIES WHICH MAY BE ASSESSED WITH RESPECT TO SUCH
INTEREST.
.1\Optional Redemption of Bonds -”(a) During any CP Period, the Bonds shall be subject to optional redemption on any Business
Day by the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction
of the Company (but only with the timely written consent of the Bank or of the Obligor on the Alternate
Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, on
30 days’ prior notice from the Company to the Issuer and the Trustee.
(b) While the Bonds bear interest at a Daily Interest Rate, a Weekly Interest Rate or a Monthly
Interest Rate, the Bonds shall be subject to optional redemption on any Interest Payment Date by
the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction of the
Company (but only with the timely written consent of the Bank or of the Obligor on the Alternate
10
Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, with
30 days’ prior notice from the Company to the Issuer and the Trustee.
(e) While the Bonds bear interest at a Fixed Interest Rate or at a Tender I?terest Rate, the Bonds
shall be subject to optional redemption on any Interest Payment Date by the Issuer, in whole or in
part (and if in part, in an Authorized Denomination), at the direction of the Company (but only with
the timely written consent of the Bank or of the Obligor on the Alternate Credit Facility, as the case
may be), with 30 days’ prior notice from the Company to the Issuer and the Trustee; provided, however,
that the Bonds shall not be redeemable during the No-Call Period shown below, which shall begin
on the first day of the Fixed Rate Period or Tender Period. On and during the six months after the
Interest Payment Date that ends the No-Call Period (or the next succeeding Interest Payment Date,
if the No-Call Period does not end on an Interest Payment Date), the Bonds shall be redeemable at
the percentage of their principal amount shown in the Initial Redemption Price column plus interest
accrued to the redemption date. The redemption price shall decline semiannually by the amount shown
in the SemiAnnual Reduction in Redemption Price column until the Bonds shall be redeemable without
premium in the year or portion of a year indicated in the No Premium column and in any later years
or periods in the Fixed Rate Period or Tender Period.
Fixed Rate Periodor Tender Period SemiAnnualEqual to
or%Y But LessThan No-CallPeriod
Initial Reduction inRed;wJ$on Red&ion No Premium
18 Years N/A 5 Years 103 %‘h%9th Year
12 Years 18 Years 5 Years 103 ‘h 9th Year
9 Years 12 Years 5 Years 102 1%8th Year
7 Years 9 Years 5 Years 101 1%7th Year
5 Years I Years 3 Years 101 ‘6 5th Year
3 Years 5 Years 2 Years loo’/2 ‘A 4th Year
2 Years 3 Years 1 Year 100x ‘/4 18th Month
1 Year 2 Years 6 Months loo’/8 ‘/s 12th Month
6 Months 1 Year 6 Months 100 N/A N/A
If the Fixed Rate Period or Tender Period is less than six months, the Bonds will not be redeemable
pursuant to this subparagraph. While a Letter of Credit or an Alternate Credit Facility is outstanding,
the Company may only cause a redemption of Bonds pursuant to this subparagraph which would
require a payment of a premium if on the date of the giving of notice of redemption the Trustee has
Available Moneys in the Bond Fund or can draw under the Letter of Credit or an Alternate Credit
Facility, as the case may be, in an amount sufficient to pay such premium due on the date of redemption.
The initial Letter of Credit does not provide for drawings in respect of the amount of any such
redemption premium.
If the interest rate borne by the Bonds is converted pursuant to the Indenture, and if in connection
with such conversion the Company directs in writing to the Trustee and the Remarketing Agent
pursuant to the Indenture that the foregoing schedule of premiums and No-Call Periods be revised
and specifies the new premiums and No-Call Periods, the foregoing schedule of premiums and No-Call
Periods shall be revised in accordance with such direction of the Company.
(d) At any time, the Bonds shall be subject to redemption by the Issuer in whole or in part (and
if in part, in an Authorized Denomination), at the direction of the Company (but only with the timely
written consent of the Bank if required by the Letter of Credit or, if applicable, of the Obligor on
the Alternate Credit Facility if required by such Alternate Credit Facility), with 30 days’ prior notice
from the Company to the Issuer and the Trustee, at the principal amount thereof plus accrued interest
to the redemption date, but without premium, if the Company shall deliver a certificate stating that
one of the following events has occurred:
(i) the Company shall have determined that the continued operation of the Project (as defined
in the Indenture) is impracticable, uneconomical or undesirable for any reason; or
(ii) the Company shall have determined that the continued operation of the pollution control
facilities or the solid waste disposal facilities, as the case may be (the “Facilities”), at the steam
11
electric generating plant of which the Project is a part is impracticable, uneconomical or
undesirable due to (A) the imposition of taxes, other than ad valorem taxes currently levied upon
privately owned property used for the same general purpose as the Facilities, or other liabilities
or burdens with respect to the Facilities or the operation thereof, (B) changes in technology, in
environmental standards or legal requirements or in the economic availability of materials,
supplies, equipment or labor or (C) destruction of or damage to all or part of the Facilities; or
(iii) all or substantially all of the Facilities or the Project shall have been condemned or taken
by eminent domain; or
(iv) the operation of the Facilities or the Project shall have been enjoined or shall have
otherwise been prohibited by, or shall conflict with, any order, decree, rule or regulation of any
court or of any federal, state or local regulatory body, administrative agency or other
governmental body.Redemption Upon Expiration or Terminationof Letter of Credit or Alternate Credit FacilityExcept for Bonds redeemed as described under “THE BONDS-Redemption Upon Conversion,”
the Bonds are subject to mandatory redemption by the Issuer, in whole, at a price equal to the principal
amount thereof, plus accrued interest, if any, on the earlier of (i) the Interest Payment Date next
preceding the date of the expiration of the term of the Letter of Credit or the term of the Alternate
Credit Facility except as provided in the following clause (ii), or (ii) a Business Day not less than five
days next preceding the Business Day next preceding the termination date of the Letter of Credit
or Alternate Credit Facility specified by the Company in a notice given by the Company as described
herein in the second paragraph under the caption “THE LETTERS OF CREDIT-Alternate Credit
Facility,” or in the second paragraph under the caption “THE LE?TERS OF CREDIT-Termination of
Letter of Credit or Alternate Credit Facility,” provided that there shall not be so redeemed (a) Bonds
delivered to the Remarketing Agent or the Trustee for purchase on such Interest Payment Date or
on such Business Day or on any Business Day from the date of notice of such redemption through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
of transfer of Bonds referred to in the preceding clauses (a) and (b).
~~ -MY An Owner of Bonds may direct the Issuer not to redeem any Bond or Bonds owned by it by
delivering to the Trustee at its principal office on or before the third Business Day preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument was delivered and shall be
binding upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon
the registration of the transfer thereof.Redemption Upon ConversionThe Bonds shall be subject to mandatory redemption by the Issuer, in whole, on a Conversion
Date, at the principal amount thereof or, in the case of Bonds to be redeemed upon conversion from
a Tender Interest Rate or a Fixed Interest Rate, at the percentage of their principal amount at which
they would be redeemed as described above under paragraph (c) of “THE BONDS-Optional
Redemption of Bonds” on the Conversion Date plus accrued interest, if any; provided that there shall
not be so redeemed (a) Bonds delivered to the Remarketing Agent or. the Trustee for purchase on
such Conversion Date or on any Business Day from the date notice of such redemption is given through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
12
of transfer of Bonds referred to in clauses (a) and (b) above. While a Letter of Credit or an Alternate
Credit Facility is outstanding, the Company may only cause a redemption of Bonds pursuant to this
paragraph which would require a payment of a premium if on the date of the giving of notice of
redemption the Trustee can draw under the Letter of Credit or an Alternate Credit Facility, as the
case may be, in an amount sufficient to pay such premium due on the date of redemption. The initial
Letter of Credit does not provide for drawings in respect of the amount of any such redemption
premium.
An Owner may direct the Issuer not to redeem any Bond or Bonds owned by it by delivering
to the Trustee at its principal office on or before the third Business Day (sixth Business Day if the
Bonds are to be converted to a Tender Interest Rate or a Fixed Interest Rate) preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument is delivered and shall be binding
upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon the
registration of the transfer thereof.Denomination RedemptionThe Bonds or portions thereof are subject to mandatory redemption by the Issuer on the Interest
Payment Date upon which the Bonds begin to accrue interest at a Floating Interest Rate following
conversion from a Tender Interest Rate or a Fixed Interest Rate in such amounts so that all
outstanding Bonds are in Authorized Denominations.Purchase by Company in Lieu of RedemptionThe Company shall have the right to purchase or cause to be purchased Bonds to be redeemed
as described above under ‘THE BONDS-Redemption Upon Expiration or Termination of Letter of
Credit or Alternate Credit Facility,”“THE BONDS-Redemption Upon Conversion” and “THE
BONDS-Denomination Redemption” at a purchase price equal to the principal amount of the Bonds
to be so purchased plus accrued interest, if any, or in the case of a purchase on conversion from a
Fixed Interest Rate or a Tender Interest Rate, ‘the redemption price for redemption of such Bonds
on the Conversion Date as describedabove under(c) of “THE BONDS-Optional Redemption of Bonds.”
Moneys for the payment of the purchase price shall be derived, in the following order of priority, from:
(i) Available Moneys furnished by the Company for such purpose, (ii) proceeds of the sale of such
Bonds, (iii) Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds, (iv) moneys drawn under the Letter of Credit
or an Alternate Credit Facility, as the case may be, for such purpose and (v) any other moneys
furnished by the Company for such purpose; provided, however, that funds for the payment of the
purchase price of defeased Bonds shall be derived only from the sources described in (ii) and (iii) above,
in such order of priority; and provided further that if in connection with such redemption, the Letter
of Credit or an Alternate Credit Facility which does not consist of first mortgage bonds of the Company
is replaced with an Alternate Credit Facility consisting of first mortgage bonds of the Company or
is not being replaced by any other Alternate Credit Facility, moneys for the payment of the purchase
price of the Bonds may not be derived from (ii) above. Bonds to be so purchased pursuant to the
Indenture on the date fixed for redemption of such Bonds which are not delivered on such date will
nonetheless be deemed to have been delivered for purchase by the Owners thereof and to have been
purchased pursuant to the Indenture. The Trustee shall hold moneys for such purchase of Bonds,
without liability for interest thereon, for the benefit of the former Owner of the Bond on such date
of purchase, who shall thereafter be restricted exclusively to such moneys for any claim of whatever
nature on such Owner’s part under the Indenture or on, or with respect to, such Bond. Any moneys
so deposited with and held by the Trustee not so applied to the payment of Bonds within six months
after such date of purchase shall be paid by the Trustee to the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) to the extent of any amount payable under the Reimbursement
Agreement (as defined below) and the balance to the Company upon the written direction of the
Company, and thereafter the former Owners shall be entitled to look only to the Company for payment,
13
and then only to the extent of the amount so repaid, and the Company shall not be liable for any interest
thereon and shall not be regarded as a trustee of such money.Procedure for and Notice of RedemptionIf less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof
to be redeemed shall be selected by the Trustee, in such manner as the Trustee in its sole discretion
may deem proper, in the principal amount designated by the Company or otherwise as required by
the Indenture. In selecting Bonds for redemption, the Trustee shall treat each Bond as representing
that number of Bonds which is obtained by dividing the principal amount of each Bond by the minimum
denomination in which Bonds are then authorized to be issued at the time of such redemption. Any
Bonds selected for redemption which are deemed to be paid in accordance with the provisions of the
Indenture will cease to bear interest on the date fixed for redemption. Upon presentation and surrender
of such Bonds at the place or places of payment such Bonds shall be paid and redeemed. Notice of
redemption shall be given by mail as provided in the Indenture, at least 10 days prior to the redemption
date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein,
shall not affect the validity of any proceedings for the redemption of any other of the Bonds.
With respect to notice of any optional redemption of the Bonds, as described above, unless upon
the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of the
Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the
Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal
of, premium, if any, and interest on such Bonds to be redeemed. If such moneys are not so received,
the Issuer will not redeem such Bonds and the Trustee shall give notice, in the manner in which the
notice of redemption was given, that such redemption will not take place.THE LE’ITERS OF CREDITThe following is a brief description of each Letter of Credit and certain of the terms common
to the Letters of Credit and the agreements dated as of January 1,1933 between the Company and
the Banks pursuant to which such Letters of Credit are issued (individually, a “Reimbursement
Agreement” and, collectively, the “Reimbursement Agreements,” which term shall also include the
document pursuant to which an Alternate Credit Facility is issued). All references in this description
are to the documents or the Letters of Credit (or Alternate Credit Facilities) corresponding to the
respective issues of Bonds.
The Letter of Credit will be an irrevocable obligation of the Bank which will expire at the close
of the Bank’s business on January 14,1993, unless earlier terminated or otherwise extended, to pay
to the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount equal
to the outstanding principal amount of the Bonds to be used (i) to pay the principal of the Bonds, (ii)
to enable the Remarketing Agent to pay the portion of the purchase price equal to the principal amount
of Bonds delivered to it for purchase and not remarketed, (iii) to enable the Trustee to pay the portion
of the purchase price equal to the principal amount of Bonds delivered to it for purchase, (iv) to enable
the Trustee to pay the purchase price of Bonds not retained by an Owner on a CP Date or(v) to enable
the Company to purchase Bonds in lieu of redemption under certain circumstances, plus (b) an amount
equal to 294 days’ accrued interest on the Bonds (calculated at a rate of 12% per annum and on the
basis of a year of 365 days), to be used (i) to pay interest on the Bonds or (ii) to enable the Trustee
or the Remarketing Agent to pay the portion of the purchase price of the Bonds properly delivered
for purchase equal to the accrued interest, if any, on such Bonds. The Company is permitted under
the Agreement and the Indenture to secure an extension of the Letter of Credit beyond the expiration
date of the then current Letter of Credit, but the Bank is under no obligation to agree to such an
extension.
The Bank’s obligation under the Letter of Credit will be reduced to the extent of any drawings
thereunder. However, with respect to a drawing by the Trustee to enable the Remarketing Agent
or the Trustee to pay the purchase price of Bonds delivered for purchase and not remarketed, such
amounts shall be immediately reinstated upon reimbursement. With respect to a drawing by the
Trustee for the payment of interest on the Bonds, the amount that may be drawn under the Letter
of Credit will be automatically reinstated to the extent of such drawing as of the close of business
14
on the ninth Business Day following such drawing unless the Bank shall have notified the Trustee
within nine Business Days after such drawing that the Company has failed to reimburse the Bank
or to cause it to be reimbursed for such drawing.
Upon an acceleration of the maturity of the Bonds due to an event of default under the Indenture,
the Trustee will be entitled to draw on the Letter of Credit, if it is then in effect, to the extent of the
aggregate principal amount of the Bonds outstanding, plus up to 294 days’ interest accrued and unpaid
on the Bonds, less amounts paid in respect of principal or interest for which the Letter of Credit has
not been reinstated as described above.
Upon the earliest of (i) the close of business on January 14, 1993, unless otherwise extended
pursuant to an agreement between the Bank and the Company, (ii) the making of a final drawing under
the Letter of Credit, or (iii) the date the Trustee surrenders the Letter of Credit to the Bank for
cancellation, the Letter of Credit shall expire (the “Expiration Date”). The Trustee agrees to surrender
the Letter of Credit to the Bank, and not to make any drawing, after (i) 4:OO pm. local time in the
city of the office of the Bank that will issue the Letter of Credit on the Expiration Date, (ii) there are
no Bonds outstanding under the Indenture, (iii) the first Business Day after the conversion of the
interest rate on the Bonds to a Fixed Interest Rate, or (iv) a Substitute Letter of Credit or Alternate
Credit Facility, as the case may be, has been delivered to the Trustee.Alternate Credit FacilityAt any time (with notice to the Bank or the Obligor on the Alternate Credit Facility, as the case
may be) the Company may, at its option, provide for the delivery to the Trustee of an Alternate Credit
Facility to replace the Letter of Credit or the Alternate Credit Facility then in effect, as the case may
be. An Alternate Credit Facility may have an expiration date earlier than the maturity of the Bonds,
but in no event shall such Alternate Credit Facility have an expiration date earlier than one year from
the date of its delivery. The Company must furnish to the Trustee(i) an opinion of nationally recognized
Bond Counsel (“Bond Counsel”) stating that the delivery of such Alternate Credit Facility IS authorized
under the Agreement and complies with the terms thereof and will not cause the interest on the Bonds
to become includible in the gross income of the Owners thereof for federal income tax purposes and
(ii) written evidence from Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, in case to the effect that such rating agency has reviewed the proposed
Alternate Credit Facility nd that the delivery of the proposed Alternate Credit Facility will not, by
itself, result in a withdrawal of its rating or ratings of the Bonds.
The Company may, however, at any time, provide for the delivery on any Business Day to the
Trustee of an Alternate Credit Facility where the above-described evidence from Moody’s or S&P’s
is not received, provided that the Company shall deliver to the Trustee, the Remarketing Agent, the
Indexing Agent and the Bank (or the Obliger on the Alternate Credit Facility, as the case may be)
a notice which (A) states (x) the effective date of the Alternate Credit Facility to be so provided and
(y) the termination date of the Letter of Credit or Alternate Credit Facility which is to terminate (which
termination date shall not be prior to the effective date of the Alternate Credit Facility to be so
provided), (B) describes the terms of the Alternate Credit Facility,(C) directs the Trustee to give notice
of the call of the Bonds for redemption, in whole, on the Business Day next preceding the termination
date of the Letter of Credit or Alternate Credit Facility which is to terminate (which Business Day
shall be not less than 30 days from the date of receipt by the Trustee of the notice from the Company
specified above), in accordance with the Indenture and(D) directs the Trustee, after taking such actions
as are required to be taken to provide moneys due under the Indenture in respect of the Bonds or
the purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as the case may
be, which is to terminate, to the Obligor thereon on the next Business Day after the later of the effective
date of the Alternate Credit Facility to be provided and the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate and to thereupon deliver any and all instruments
which may be reasonably requested by such Obliger. The Company shall furnish to the Trustee an
opinion of Bond Counsel satisfying the requirement of the next preceding paragraph in connection
with such delivery.
After the Interest Payment Date on which Bonds are to be redeemed as described in clause (i)in the first paragraph under “THE BONDS-Redemption Upon Expiration or Termination of Letter
15
of Credit or Alternate Credit Facility,” the Company may, but is not obligated to, provide for delivery
of an Alternate Credit Facility for payment of the principal of and interest on the Bonds. The Company
shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of the second
preceding paragraph in connection with such delivery.
Substitute Letter of Credit
The Company may, at its option, at any time provide for the delivery to the Trustee of a Substitute
Letter of Credit. No Substitute Letter of Credit may be delivered which:
(i) so long as the interest rate borne by the Bonds is a CP Rate, reduces the Interest
Coverage Period to a period shorter than 294 days (during such time as CP Periods can be from
one to not more than 270 days) or 389 or 390 days, as applicable to a particular year (during such
time as CP Periods can be from one to 365 or 366 days, as applicable to a particular year);
(ii)so long as the interest rate borne by the Bonds is a Daily Interest Rate, a Weekly Interest
Rate or a Monthly Interest Rate, reduces the Interest Coverage Period to a period shorter than
65 days;
(iii)so long as the interest rate borne by the Bonds is a Tender Interest Rate or a Fixed
Interest Rate, reduces the Interest Coverage Period to a period shorter than 208 days;
(iv)decreases the Interest Coverage Rate below 12%; or
(v)increases the Interest Coverage Rate above the Maximum Rate.
The Company may, at its option, at any time direct in writing the Trustee and the Remarketing
Agent to allow the selection of CP Periods of from one to no more than 365 or 366 days, as applicable
to a particular year, or from one to no more than 270 days, but only if (for such time as CP Periods
can be from one to 365 or 366 days, as applicable to a particular year) the Company provides for the
delivery to the Trustee of a Substitute Letter of Credit which increases the Interest Coverage Period
to 389 or 390 days, as applicable to a particular year.
Termination of Letter of Credit or Alternate Credit Facility
At any time, the Company may, at its option, provide for the termination on any Business Day
of the Letter of Credit or any Alternate Credit Facility then in effect. The Company must furnish to
the Trustee (i) an opinion of Bond Counsel stating that the termination of the Letter of Credit or
Alternate Credit Facility is authorized under the Agreement and complies with the terms thereof and
will not eause the interest on the Bonds to become includible in the gross income of the Owners thereof
for purposes of federal income taxation and (ii) written evidence from Moody’s, if the Bonds are then
rated by Moody’s, or S&P, if the Bonds are then rated by S&P, in each case to the effect that such
rating agency has reviewed the proposed termination of the Letter of Credit or Alternate Credit
Facility and that such termination will not, by itself, result in a reduction or withdrawal of its rating
or ratings of the Bonds.
The Company may, however, at any time, at its option, provide for the termination on any Business
Day of the Letter of Credit or any Alternate Credit Facility then in effect when the above-described
evidence from Moody’s or S&P is not received, provided that the Company shall deliver to the Trustee,
the Remarketing Agent, the Indexing Agent and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) a notice which (A) states the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate, (B) directs the Trustee to give notice of the call
of the Bonds for redemption, in whole, no later than the fifth day next preceding the Business Day
next preceding the termination date of the Letter of Credit or Alternate Credit Facility which is to
terminate (which Business Day shall be not less than 30 days from the date of receipt by the Trustee
of the notice from the Company specified above), in accordance with the Indenture and (C) directs
the Trustee, after taking such actions as are required to be taken to provide moneys due under the
Indenture in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to terminate to the Obligor thereon on the next
Business Day after the termination date of the Letter of Credit or Alternate Credit Facility to be
16
terminated and to thereupon deliver any and all instruments which may be reasonably requested by
such Obligor.
CONVERSION OF RATE
The Bonds of each issue will be independent of the others and a conversion to an Alternative
Rate with respect to one issue will not necessarily result in a conversion with respect to the other
issues; however, a conversion may occur with respect to more than one issue at the same time. The
Bonds of each issue contain substantially the same terms and provisions, and the following is a
summary of certain provisions common to the five issues. All references in this description are to the
documents, the Bonds or the Letter of Credit relating to each issue of Bonds.Conversion to Fixed Interest Rate, Tender Interest Rate ov Floating Interest Rates.The
interest rate borne by the Bonds (the type of interest rate in effect immediately prior to a conversion
being herein called the “Existing Rate”) shall be converted to a Fixed Interest Rate, a Tender Interest
Rate, a Tender Interest Rate with a Tender Period of different length than the then current Tender
Period or any of the Floating Interest Rates upon receipt by the Trustee of a written direction from
the Company specifying the specific method of interest accrual on the Bonds and the effective date
(which, if a Letter of Credit or an Alternate Credit Facility is outstanding, shall be a date at least
11 days prior to the Interest Payment Date next preceding the scheduled expiration date of the Letter
of Credit or Alternate Credit Facility, as the case may be) of the conversion to such method of accrual,
specifying changes, if any, to the Bond redemption prices and No-Call Periods and, if applicable,
specifying the length of the Tender Period (which must be a period of six months or an integral multiple
thereof, provided that the first Tender Period may be less than such period but must end on the day
next preceding a January 1 or July 1). The Conversion Date must be (a) if the Existing Rate is a Floating
Interest Rate other than a CP Rate, a Business Day not less than 30 days from the date of receipt
by the Trustee of the written direction from the Company specified above or (b) if the Existing Rate
is a CP Rate, a Business Day not less than 30 days from the date of receipt by the Trustee of the
written direction from the Company specified above or (c) if the Existing Rate is a Tender Interest
Rate, a January 1 or July 1 not less than 20 days after the receipt by the Trustee of the written notice
specified above and not prior to the end of the No-Call Period for such Tender Period or (d) if the
Bonds then bear a Fixed Interest Rate, a January 1 or July 1 not less than 20 days after the receipt
by the Trustee of the written notice specified above and not prior to the end of the No-Call Period
for such Fixed Rate Period. The written direction shall be accompanied by a written opinion, addressed
to the Trustee, the Issuer, the Company, the Bank (or the Obligor on an Alternate Credit Facility,
as the case may be) and the Remarketing Agent, of Bond Counsel selected by the Company and
acceptable to the Trustee and acceptable to the Remarketing Agent stating that such conversion (i)
is authorized or permitted by the Indenture, (ii) will not cause interest on the Bonds to become
ineludible in the gross income of the Owners thereof for purposes of federal income taxation and (iii)
will not violate the provisions of the Act or other applicable state law. The conversion of the interest
rate borne by the Bonds shall not become effective unless on the Conversion Date the Trustee shall
have received an opinion of such Bond Counsel dated the Conversion Date reaffirming the conclusions
of the opinion accompanying the written direction of the Company initiating the conversion.Inability To Convert.If for any reason a change in method of calculation of interest on the
Bonds cannot proceed, the Bonds shall continue to bear interest calculated in the method applicable
prior to the proposed change.Notice to Ownem ofConversionThe Trustee shall give notice by first-class mail to the Owners
of Bonds not less than 10 days and not more than 15 days prior to the Conversion Date. Such notice
shall state (i) that the method of determining the interest rate on the Bonds will be converted to an
alternate method of determining the rate, (ii) the effective date of the alternate method of determining
the rate, (iii) the procedures and dates involved in determining the rate and the procedure for notifying
Owners of the interest rate, (iv) when interest on the Bonds will be payable after the effective date,
(v) if the Trustee has been so notified by the Company, whether a Letter of Credit or an Alternate
Credit Facility, as the case may be, will be in effect after such effective date and, if so, the issuer,
the expiration terms and the interest coverage of the Letter of Credit or Alternate Credit Facility,
17
as the case may be, (vi) whether subsequent to such effective date the Owners of Bonds will no longer
have the right to deliver Bonds to the Remarketing Agent or the Trustee for purchase, (vii) that the
rating on the Bonds by Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, may be reduced or withdrawn, and (viii) that all outstanding Bonds not repurchased
on or prior to the effective date will be redeemed on such effective date except Bonds with respect
to which the Owner has directed the Issuer not to redeem the same in accordance with the Indenture.THE AGREEMENTSEach Agreement will operate independently of the others, and a default under one Agreement
will not necessarily constitute a default under the other Agreements. The Agreements contain
substantially identical terms, and the following is a summary of certain provisions common to the
five Agreements. All references in this summary are to the documents, the Bonds or the Letters of
Credit (or Alternate Credit Facilities) relating to each Agreement.Loan PaymentsAs Loan Payments, the Company will pay to the Trustee, for the account of the Issuer, an amount
equal to the principal of, premium, if any, and interest on the Bonds when due on the dates, in the
amounts and in the manner provided in the Indenture for the payment of the principal of, premium,
if any, and interest on the Bonds, whether at maturity, upon redemption, acceleration or otherwise;
provided, however, that the obligation of the Company to make any such Loan Payment will be deemed
to be satisfied and discharged to the extent of the corresponding payment made (i) by the Bank to
the Trustee under the Letter of Credit or (ii) by the Obligor on the Alternate Credit Facility to the
Trustee under the Alternate Credit Facility.
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the principal of
the Bonds, upon redemption or acceleration, and interest on the Bonds when due, by the delivery of
the Letter of Credit (or the Alternate Credit Facility, as the case may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary to pay the principal of, premium,
if any, and interest on the Bonds if and when due. The initial Letter of Credit does not provide for
drawings in respect of amounts of such redemption premium.Payments to Remarketing Agent and TrusteeThe Company will pay to the Remarketing Agent and the Trustee amounts equal to the amounts
to be paid by the Remarketing Agent and the Trustee pursuant to the Indenture for the purchase
of outstanding Bonds, such amounts to be paid by the Company to the Remarketing Agent and the
Trustee, as the case may be, on the dates such payments are to be made; provided, however, that
the obligation of the Company to make any such payment under the Agreement shall be reduced by
the amount of any moneys available for such payments, including proceeds from the remarketing
of the Bonds or moneys drawn under the Letter of Credit (or the Alternate Credit Facility, as the
case may be).
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of the expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the amounts to
be paid by the Remarketing Agent or the Trustee for the purchase of Bonds by the delivery of the
Letter of Credit (or the Alternate Credit Facility, as the ease may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary for the purchase of Bonds.Obligation AbsoluteThe Company’s obligation to make Loan Payments and payments to the Remarketing Agent and
theTrustee for the purchase of Bonds is absolute, irrevocable and unconditional and will not be subject
18
to any defense other than payment or to any right of setoff, counterclaim or recoupment arising out
of any breach by the Issuer, the Bank (or Obligor on an Alternate Credit Facility), the Trustee or
the Remarketing Agent of any obligation to the Company.ExpensesThe Company is obligated to pay reasonable compensation and to reimburse certain expenses
and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, Moody’s, S&P and
the Indexing Agent directly to such entity.Tax Covenants; Tax-Exempt Status of BondsThe Company covenants that the Bond proceeds, the earnings thereon and other moneys on
deposit with respect to the Bonds will not he used in such a manner as to cause the Bonds to be
arbitrage bonds within the meaning of the Code.
The Company covenants that it will not take, or permit to be taken on its behalf, any action which
would cause the interest on the Bonds to become includible in the gross income of Owners of the Bonds
for purposes of federal income taxation and will take, or require to be taken, such action as may, from
time to time, be required under applicable law or regulation to continue to cause the interest on the
Bonds not to be includible in the gross income of the Owners thereof for purposes of federal income
taxation. See “TAX EXEMF~ION.”Assignment; MergerWith the consent of the Bank (or the Obligor on the Alternate Credit Facility, as the case may
he), the Company’s interest in the Agreement may be assigned in whole or in part by the Company
to another entity, subject, however, to the conditions that no assignment shall (a) cause the interest
payable on the Bonds (other than Bonds held by a “substantial user” or “related person” within the
meaning of Section 103(b)(13) of the 1954 Code) to become includible in the gross income of the Owners
thereof for purposes of federal income taxation or (b) relieve (other than as described in the next
succeeding paragraph) the Company from primary liability for its obligations to make the Loan
Payments or to make payments to the Remarketing Agent or the Trustee with respect to the purchase
of the Bonds or for any other of its obligations under the Agreement; and subject further to the
condition that the Company shall have delivered to the Trustee and the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) an opinion of counsel to the Company that such
assignment complies with the provisions of this paragraph. The Company shall, within 30 days after
the delivery thereof, furnish to the Issuer, the Bank (or Obliger on the Alternate Credit Facility, as
the ease may be) and the Trustee a true and complete eopy of the agreements or other documents
effectuating any such assignment.
The Company may enter into the transactions described in the Joint Proxy Statement/Prospectus
of PacifiCorp and Utah Power & Light Company dated October 29, 198’7 (the “Prospectus”) filed as
a part of a Registration Statement on Form S-4 with the Securities and Exchange Commission,
Registration No. 33-18164, effective October 29, 1987, resulting in a Merger (as defined in the
Prospectus) or Reincorporation (as defined in the Prospectus) and the Merger of the Company into
PC/UP&L Merging Corp., an Oregon corporation (to be renamed “PacifiCorp”). After the effectiveness
of the Merger or Reincorporation, PC/UP&L Merging Corp. will assume (either by operation of law
or in writing) all of the obligations of the Company under the Agreement and all references to the
Company in the Agreement shall mean PC/UP&L Merging Corp. (renamed “PacifiCorp”).
The Company also may (a) consolidate with or merge into another domestic corporation (i.e., a
corporation (i) incorporated and existing under the laws of one of the states of the United States or
of the District of Columbia and qualified to do business in the State of Montana or the State of
Wyoming, as the case may be, as a foreign corporation or (ii) incorporated and existing under the
laws of the State of Montana or the State of Wyoming, as the ease may be), or sell or otherwise transfer
to another domestic corporation all or substantially all of its assets as an entirety and thereafter
dissolve, provided the resulting, surviving or transferee corporation, as the case may be, shall be the
Company or as a result of the transaction shall assume (either by operation of law or in writing) all
of the obligations of the Company under the Agreement; or (b) convey all or substantially all of its
19
assets to one or more wholly owned subsidiaries of the Company so long as the Company shall remain
in existence and primarily liable on all of its obligations under the Agreement and the subsidiary or
subsidiaries to which such assets shall be so conveyed shall guarantee in writing the performance
of all of the Company’s obligations under the Agreement.DefaultsEach of the following events will constitute an “Event of Default” under the Agreement:
(a) a failure by the Company to make when due any Loan Payment or any payment required
to be made to the Remarketing Agent or the Trustee for the purchase of Bonds, which failure
shall have resulted in an “Event of Default” as described herein in paragraph (a), (b) or(e) under
“THE INDENTURES-DefaUlta”;
(b) a failure by the ~Company to pay when due any other amount required to be paid under
the Agreement or to observe and perform any other covenant, condition or agreement under the
Agreement (other than a failure described in clause (a) above), which failure continues for a period
of 60 days (or such longer period as the Trustee and the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) may agree to in writing) after written notice given to the
Company and the Bank (or the Ohligor on the Alternate Credit Facility, as the case may be) by
the Trustee or to the Company, the Trustee and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) by the Issuer; provided, however, that if such failure is other than
for the payment of money and cannot be corrected within the applicable period, such failure shall
not constitute an Event of Default so long as the Company institutes corrective action within
the applicable period and such action is being diligently pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of the Company.
The Agreement provides that, with respect to any Event of Default described in clause (b) above,
if, by reason of acts of God, strikes, orders of political bodies, certain natural disasters, civil
disturbances and certain other events, or any cause or event not reasonably within the control of the
Company, the Company is unable in whole or in part to carry out one or more of its agreements or
obligations contained in the Agreement (other than its obligations to make when due Loan Payments
and payments to the Remarketing Agent or the Trustee for the purchase of Bonds and its obligation
to maintain its existence), the Company shall not be deemed in default by reason of not carrying out
such agreement or performing such obligation during the continuance of such inability.RemediesUpon the occurrence and continuance of any Event of Default described in (a) or(c) in the second
preceding paragraph, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds shall have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments shall, without further action, become and be
immediately due and payable. Any waiver of any “Event of Default” under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event or
Events of Default under the Agreement and a rescission and annulment of the consequences thereof.
See the Caption “THE INDENTURES-Defaults.”
Upon the occurrence and continuance of any Event of Default under the Agreement, the Issuer
may take any action at law or in equity to collect any payments then due and thereafter to become
due, or to enforce performance and observance of any obligation, agreement or covenant of the
Company under the Agreement.
Any amounts collected upon an Event of Default under the Agreement will be applied in
accordance with the Indenture.AmendmentsThe Agreement may be amended subject to the limitations contained in the Agreement and in
the Indenture. See the caption “THE INDENrunEs-Amendment of the Agreement.”
20
THE INDENTURESEach Indenture will operate independently of the others, and a default under one Indenture will
not necessarily constitute a default under the others. The Indentures contain substantially identical
terms, and the following is a summary of certain provisions common to the five Indentures. All
references in this summary are to the documents, the Bonds or the Bond Fund relating to each
Indenture.Pledge and SecurityPursuant to the Indenture, the Loan Payments will be pledged by the Issuer to secure the payment
of the principal of, and premium, if any, and interest on, the Bonds and all other amounts payable
under the Indenture. The Issuer will also pledge and assign to the Trustee all its rights and interests
under the Agreement~(other than its rights to indemnification and reimbursement of expenses and
certain other rights), and has pledged to the Trustee all moneys and obligations deposited or to be
deposited in the Bond Fund established with the Trustee; provided that the Trustee will have a prior
claim on the Bond Fund for the payment of its compensation and expenses and for the repayment
of any advances (plus interest thereon) made by it to effect performance of certain covenants in the
Indenture and the Agreement (except that the Trustee will not have such priority with respect to
amounts deposited in the Bond Fund from amounts drawn under the Letter of Credit or Alternate
Credit Facility).Application of ProceedsProceeds from the sale of the Bonds will be deposited with the trustee for the Prior Bonds and
used for the Refunding.Application of the Bond FundThere is created under the Indenture a Bond Fund and therein established a Principal Account
and an Interest Account. Loan Payments, amounts drawn by the Trustee under the Letter of Credit
(or Alternate Credit Facility, as the case may be) for payment of the principal of, and interest on,
the Bonds when due, and certain other amounts specified in the Indenture are to be deposited in the
appropfiate account in the Bond Fund. While any Bonds are outstanding and except as provided in
an arbitrage regulation agreement for each issue of Bonds among the Trustee, the related Issuer
and the Company, moneys in the Bond Fund will be used solely for the payment of the principal of,
and premium, if any, and interest on, the Bonds when due, or, in some circumstances, for payment
of the purchase price of the Bonds, subject to the prior claim of the Trustee to the extent described
in ‘THE INDENTURES-Pledge and Security.”
Funds for the payment of the principal of, and premium, if any, and interest on, the Bonds shall
be derived from the following sources in the order of priority indicated:
(a) Available Moneys;
(b) moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may
be; and
(c) any other moneys paid by the Company pursuant to the Agreement or any other moneys
in the Bond Fund.Investment of Funds?%Ioneys in the Bond Fund will, at the direction of the Company, be invested in securities or
obligations specified in the Indenture)&ovided. however, that during the term of the Letter of Credit
(or an Alternate Credit Facility, a&he case may be) moneys drawn under the Letter of Credit (or
an Alternate Credit Facility, as the case may be) shall be invested by the Trustee only in Government
Obligations (as defined in the Indenture) with a term not exceeding 30 day&All income or other gain
from such investments will be credited, and any loss will be charged, to the,&rti%ular fund or account
from which the investments were made.21
Defaults
Each of the following events will constitute an “Event of Default”,under the Indenture:
(a) a failure to pay the principal of, or premium, if any, on, any of the Bonds (other than
Bonds pledged to the Bank (the “Pledged Bonds”)) when the same becomes due and payable at
maturity, upon redemption or otherwise;
(b) a failure to pay an installment of interest on any of the Bonds (other than Pledged Bonds)
for a period of five days after such interest has become due and payable;
(c) a failure to pay amounts due to Owners of the Bonds who have delivered Bonds to the
Remarketing Agent or the Trustee for purchase for a period of five days after such payment
has become due and payable;
(d) the Trustee’s receipt of notice from the Bank not later than the ninth Business Day
following a drawing under the Letter of Credit that the Bank has not been reimbursed for such
drawing;
(e) the Trustee’s receipt of notice from the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) of an “Event of Default” under and as defined in the Reimbursement
Agreement (which may be caused by the failure of the Company to comply with any of its
covenants and obligations thereunder);
(f)a failure by the Issuer to observe and perform any other covenant, condition or agreement
contained in the Bonds or the Indenture (other than a failure described in clause (a), (b) or (c)
above), which failure shall continue for a period of 90days after written notice given to the Issuer
and the Company by the Trustee, which notice may be given at the discretion of the Trustee and
must be given at the written request of the Owners of not less than 25% in principal amount of
Bonds then outstanding, unless such period is extended by the Trustee, or by the Trustee and
the Owners of a principal amount of Bonds not less than the principal amount of Bonds the Owners
of which requested such notice, as the case may be; provided, however, that the Trustee, or the
Trustee and the Owners of such principal amount of Bonds, as the case may be, will be deemed
to have agreed to an extension of such period if corrective action is initiated by the Issuer, or
the Company on behalf of the Issuer, within such period and is being diligently pursued; and
(g) an “Event of Default” under the Agreement.
Remedies
(i) Upon the occurrence (without waiver or cure) of an Event of Default described in clause (a),
(b) or (e) of the preceding paragraph or an Event of Default described in clause (g) of the preceding
paragraph resulting from an “Event of Default” under the Agreement as described under clause (a)
or(c) of “THE AGREEMENT-Defaults” herein, the Trustee may (and upon the written request of the
Owners of not less than 25% in principal amount of the Bonds then outstanding the Trustee must),
or (ii) upon the occurrence (without waiver or cure) of an Event of Default described in clause (d)
or (e) of the preceding paragraph, the Trustee must, by written notice to the Issuer, the Company
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), declare the Bonds
to be immediately due and payable, whereupon they shall, without further action, become and be
immediately due and payable and, during the period the Letter of Credit (or Alternate Credit Facility,
as the case may be) is in effect, with interest on the Bonds accruing to the Bond Payment Date (as
defined in the Indenture) established by the Trustee pursuant to the Indenture, anything in the
Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof
to the Issuer, the Company and the Bank (or the Obligor on the Alternate Credit Facility, as the ease
may be)
‘&
nd shall give notice by first-class mail thereof to Owners of the Bonds, and the Trustee shall
as prom tly as practicable draw moneys under the Letter of Credit or an Alternate Credit Facility,
as the ease may be, to the extent available thereunder, in an amount sufficient to pay principal of
and accrued interest on the Bonds to the Bond Payment Date.
The provisions described in the preceding paragraph are subject to the condition that if, so long
as no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the Bonds
22
shall have been so declared to he due and payable,tlnd before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause
to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon
all Bonds and the principal of any and all Bonds which shall have become due otherwise than by reason
of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue
installments of interest, at the rate per annum specified in the Bonds) and such amount as shall be
sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee,
and all Events of Default under the Indenture (other than nonpayment of the principal of Bonds which
shall have become due by said declaration) shall have been remedied, then, in every such case, such
Event of Default shall he deemed waived and such declaration and its consequences rescinded and
annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment
to the Issuer and the Company and shall give notice thereof to Owners of the Bonds by first-class
mail; but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of
Default or impair any right or remedy consequent thereon.
The provisions of the second preceding paragraph are, further, subject to the condition that, if
an Event of Default described in clause(d) or(e) of “THE INDENTURE-Defa&s” shall have occurred
and if the Trustee shall thereafter have received notice from the Bank (or the Ohligor on the Alternate
Credit Facility, as the case may be) (x) that the notice which caused such Event of Default to occur
has been withdrawn and (y) that the amounts available to be drawn on the Letter of Credit (or the
Alternate Credit Facility, as the case may be) to pay (i) the principal of the Bonds or the portion of
purchase price equal to principal and (ii) interest on the Bonds and the portion of purchase price equal
to accrued interest have been reinstated to an amount equal to the principal amount of the Bonds
outstanding plus accrued interest thereon for the applicable Interest Coverage Period at the Interest
Coverage Rate, then, in every such case, such Event of Default shall be deemed waived and its
consequences rescinded and annulled, and the Trustee shall promptly give written notice of such
waiver, rescission and annulment to the Issuer, the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be), the Company and, prior to conversion to a Fixed Interest Rate, the
Remarketing Agent, and shall give notice thereof to all Owners of the outstanding Bonds (if such
Owners were notified of the acceleration) by first-class mail; but no such waiver, rescission and
annulment shall extend to or affect any’subsequent Event of Default or impair any right or remedy
consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the Trustee
may, and upon the written request of the Owners of not less than 25% in principal amount of the Bonds
outstanding and receipt of indemnity to its satisfaction shall, pursue any available remedy to enforce
the rights of the Owners of the Bonds and require the Company, the Issuer or the Bank (or the Obligor
on the Alternate Credit Facility, as the case may be) to carry out its agreements, bring suit upon the
Bonds, require the Issuer to account as if it were the trustee of an express trust for the Owners of
the Bonds or enjoin any acts or things which may be unlawful, or in violation of the rights of the
Owners of the Bonds. The Trustee is not required to take any action in respect of an Event of Default
(other than, in certain circumstances, to declare the Bonds to be immediately due and payable) or to
enforce the trusts created by the Indenture except upon the written request of the Owners of not
less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity satisfactory
to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the right to
direct the time, method and place of conducting all remedial proceedings under the Indenture or
exercising any trust or power conferred on the Trustee upon furnishing satisfactory indemnity to
the Trustee and provided that such direction shall not result in any personal liability of the Trustee.
No Owner of any Bond will have any right to institute suit to execute any trust or power of the
Trustee unless such Owner has previously given the Trustee written notice of an Event of Default
and unless the Owners of not less than 25% in principal amount of the Bonds then outstanding have
made written request of the Trustee so to do, and unless satisfactory indemnity has been offered to
the Trustee and the Trustee has not complied with such request within a reasonable time.
23
Notwithstanding any other provision in the Indenture, the right of the Owner of any Bond to
receive payment of the principal of, premium, if any, and interest on his Bond on or’after the respective
due dates expressed therein, or to institute suit for the enforcement of any such payment on or after
such respective date, will not be impaired or affected without the consent of such Owner of the Bonds.
Defeasance
All or any portions of Bonds (in Authorized Denominations) shall, prior to the maturity or
redemption date thereof, he deemed to have been paid for all purposes of the Indenture when:
(a) in the event said Bonds or portions thereof have been selected for redemption, the
Trustee shall have given, or the Company shall have given to the Trustee in form satisfactory
to it irrevocable instructions to give, notice of redemption of such Bonds or portions thereof;
(b) there shall have been deposited with the Trustee moneys (which constitute Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility) in an amount
as shall be sufficient to pay when due the principal of, premium, if any, and interest due and to
become due (which amount of interest to become due shall be calculated at the Maximum Rate)
on said Bonds or portions thereof on and prior to the redemption date or maturity date thereof,
as the case may be;
(c)in the event said Bonds or portions thereof do not mature and are not to be redeemed
within the next succeeding 30 days, the Issuer at the direction of the Company shall have given
the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in
the same manner as a notice of redemption is given pursuant to the Indenture, a notice to the
Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been
made with the Trustee and that said Bonds or portions thereof are deemed to have been paid
and stating the maturity or redemption date upon which moneys are to be available for the
payment of the principal of and interest on said Bonds or portions thereof; and
(d)the Trustee shall have received written evedence from Moody’s, if the Bonds are then
rated by Moody’s, and S&P, if the Bonds are then rated by S&P, that such action, if it applies
to less than all of the Bonds then Outstanding, will not result in a reduction or withdrawal of
the rating on the Bonds by Moody’s or S&P, as the case may be.
Moneys deposited with the Trustee as described above shall not be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and interest on said
Bonds or portions thereof, or for the payment of the purchase price of Bonds in accordance with the
Indenture; provided that such moneys, if not then needed for such purpose, shall, to the extent
practicable, be invested and reinvested in Government Obligations maturing on or prior to the earlier
of (a) the date moneys may be required for the purchase of Bonds or (b) the Interest Payment Date
next succeeding the date of investment or reinvestment, and interest earned from such investments
shall be paid over to the Company, as received by the Trustee, free and clear of any trust, lien or
pledge.
The provisions of the Indenture relating to (i) the registration and exchange of Bonds, (ii) the
delivery of Bonds to the Remarketing Agent or the Trustee for purchase and the related obligations
of the Remarketing Agent and the Trustee with respect thereto, (iii) the mandatory redemption of
the Bonds in connection with the expiration of the term of the Letter of Credit (or the Alternate Credit
Facility, as the case may be) and (iv) payment of the Bonds from such moneys, shall remain in full
force and effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed
for redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, further, that the provisions with respect to registration and exchange
of Bonds shall continue to be effective until the maturity or the last date fixed for redemption of all
Bonds.
In the event the requirements of the next to the last sentence of the next succeeding paragraph
can be satisfied, the preceding three paragraphs shall not apply and the following two paragraphs
shall be applicable.
24
Any Bond shall be deemed to be paid within the meaning of the Indenture when (a) payment of
the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof
(whether such due date is by reason of maturity, acceleration or upon redemption as provided in the
Indenture), either(i) shall have been made or caused to be made in accordance with the terms thereof,
or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably
set aside exclusively for such payment, (1) Available Moneys or moneys drawn under the Letter of
Credit or an Alternate Credit Facility, as the case may be, sufficient to make such payment and/or
(2) Government Obligations purchased with Available Moneys or moneys drawn under the Letter of
Credit or an Alternate Credit Facility, as the case may he, maturing as to principal and interest in
such amount and at such time as will insure, without reinvestment, the availability of sufficient moneys
to make such payment, and(b) all necessary and proper fees, compensation and expenses of the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made shall have been
paid or the payment thereof provided for to the satisfaction of the Trustee. The provisions of clause
(2) of this paragraph shall apply only if (x) the Bond with respect to which such deposit is made is
to mature or be called for redemption prior to the next succeeding date on which such Bond is subject
to purchase as described herein under the caption “THE BONDS-Purchase of Bonds” and (y) the
Company waives, to the satisfaction of the Trustee, its right to convert the interest rate borne by
such Bond. At such times as a Bond shall be deemed to be paid thereunder, as aforesaid, such Bond
shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes
of any such payment from such moneys or Government Obligations.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice
of redemption of such Bonds shall have been previously given in accordance with the Indenture, or
in the event said Bonds are not to be redeemed within the next succeeding 60 days, until the Company
shall have given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable
instructions to notify, as soon as practicable, the Owners of the Bonds, in accordance with the
Indenture, that the deposit required by clause (a)(ii) above has been made with the Trustee and that
said Bonds are deemed to have been paid in accordance with the Indenture and stating the maturity
or redemption date upon which moneys are to be available for the payment of the principal of and
the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof;
or (b) the maturity of such Bonds.Removal of TrusteeThe Trustee may be removed, and a successor Trustee appointed, (i) by the Issuer, under certain
circumstances, and (ii) with the prior written consent of the Bank (which consent, if unreasonably
withheld, shall not be required), by the Owners of not less than a majority in principal amount of Bonds
at the time outstanding.Modifications and AmendmentsThe Indenture may be modified or amended by supplemental indentures without the consent of
or notice to the Owners of the Bonds for any of the following purposes: (a) to cure any formal defect,
omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and agreements
of the Issuer under the Indenture or to surrender any right or power reserved or conferred upon the
Issuer which shall not adversely affect the interests of Owners of the Bonds; (c)to confirm, as further
assurance, any pledge of or lien on any property subjected or to be subjected to the lien of the
Indenture; (d) to comply with the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend
or supplement the Indenture in any other respect which, in the judgment of the Trustee, is not adverse
to the Owners of the Bonds;@) to change the method for determining the Floating Interest Index
or the Fixed Interest Index, to implement a conversion of an interest rate or to evidence or give effect
to or facilitate the delivery and administration under the Indenture of an Alternate Credit Facility
or a Substitute Letter of Credit; (g) to provide for a depositary to accept tendered Bonds in lieu of
the Remarketing Agent; (h) to provide for uncertificated Bonds or for the issuance of coupons and
bearer Bonds or Bonds registered only as~to principal, but only to the extent that such would not
cause interest on the Bonds to become includible in the gross income of the Owners thereof for
purposes of federal income taxation; (i) to secure or maintain a rating for the Bonds in both the highest
25
short-term or commercial paper debt Rating Category (as defined in the Indenture) and in either of
the two highest long-term debt Rating Categories; and (j) to provide demand purchase obligations
to cause the Bonds to be authorized purchases for Investment Companies. Notwithstanding the
foregoing, notice shall be given to the Owners of the Bonds of any supplemental indenture changing
the method of determining the Floating Interest Index or the Fixed Interest Index.
Except for supplemental indentures entered into for the purposes described in the preceding
paragraph, the Indenture will not be modified or amended without the consent of the Owners of not
less than 60% in aggregate principal amount of Bonds outstanding, who shall have the right to consent
to and approve any supplemental indenture; provided that, unless approved in writing by the Owners
of all the Bonds then affected thereby, there will not be permitted (a) a change in the times, amounts
or currency of payment of the principal of, premium, if any, or interest on any Bond, a change in the
terms of the purchase thereof by the Remarketing Agent or the Trustee, or a reduction in the principal
amount or redemption price thereof or the rate of interest thereon, (b) the creation of a claim or lien
on or a pledge of the receipts and revenues of the Issuer under the Agreement ranking prior to or
on a parity with the lien or pledge created by the Indenture, or(c) a reduction in the aggregate principal
amount of Bonds the consent of the Owners of which is required to approve any such supplemental
indenture or which is required to approve any amendment to the Agreement. No amendment of the
Indenture shall be effective without the prior written consent of the Company and the Bank (or the
Obliger on the Alternate Credit Facility, as the ease may be).
Amendment of the Agreement
Without the consent of or notice to the Owners of the Bonds, the Issuer may amend the
Agreement, and the Trustee may consent thereto, as may be requtred (a) by the provisions of the
Agreement and the Indenture, (b) for the purpose of curing any formal defect, omission, inconsistency
or ambiguity, (c) in connection with any other change therein which is not materially adverse to the
Owners of the Bonds or (d) to secure or maintain a rating for the Bonds in both the highest short-term
or commercial paper debt Rating Category and in either of the two highest long-term debt Rating
Categories. The Issuer and the Trustee will not consent to any other amendment of the Agreement
without the written approval or consent of the Owners of not less than 60% in aggregate principal
amount of the Bonds at the time outstanding; provided, however, that, unless approved in writing
by the Owners of all Bonds affected thereby, nothing shall permit, or be construed as permitting, a
change in the obligations of the Company to make Loan Payments or payments to the Trustee or
Remarketing Agent for the purchase of Bonds. No amendment of the Agreement will become effective
without the prior written consent of the Bank (or the Obligor on the Alternate Credit Facility, as the
case may be) and the Company.
UNDERWRITING
E.F. Hutton & Company Inc., as Underwriter, has agreed to purchase the Bonds of each issue
from the Issuer thereof at a purchase price of 100% of the principal amount thereof. The Underwriter
is committed to purchase all of the Bonds of an issue if any are purchased.
The Company has agreed to pay the Underwriter an aggregate fee of $576,450 and indemnify
the Underwriter against certain liabilities, including liabilities under the federal securities laws. The
Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into
investment trusts) and others at prices lower than the offering price stated on the cover page hereof.
After the initial public offering, the public offering price may be changed from time to time by the
Underwriter.
On December 2,1987, Shearson Lehman Brothers Holdings Inc. (“Holdings”), the parent company
of Shearson Lehman Brothers Inc. (“Shearson Lehman”) andThe E.F. Hutton Group Inc. (“E.F. Hutton
Group”), the parent company of E.F. Hutton & Company Inc. (“E.F. Hutton”), entered into an
agreement, amended as of December 28,1987 (the “Agreement”), pursuant to which Holdings agreed
to acquire all the outstanding shares of E.F. Hutton Group common stock. Pursuant to a tender offer
for certain of the outstanding shares of E.F. Hutton Group common stock which expired January 12,
1938,32,144,465 shares were tendered and Holdings has agreed to purchase 29,610,OOO shares or 90%
26
of E.F. Hutton Group’s common stock outstanding and available for tender. As permitted by the terms
of the Agreement, Holdings intends to assign its right to purchase the shares to Shearson Lehman.
Following the initial merger of a newly-formed, wholly-owned subsidiary of Shearson Lehman into
E.F. Hutton Group, E.F. Hutton Group will merge into Shearson Lehman as soon as practicable. The
proposed acquisition and merger of E. F. Hutton Group with and into Shearson Lehman is expected
to occur within the first three-quarters of 1988. Upon the effectiveness of the merger of E.F. Hutton
Group with and into Shearson Lehman, the surviving corporation will assume all of the obligations
of E.F. Hutton as Underwriter, as Remarketing Agent and as Indexing Agent with respect to the
Bonds of each issue.
TAX EXEMPTION
The Code contains a number of requirements and restrictions which apply to each issue of Bonds,
including investment restrictions, periodic payments of arbitrage profits to the United States,
requirements regarding the proper use of bond proceeds and the facilities financed therewith, and
certain other matters. The Company and each of the Issuers have covenanted to comply with all
requirements of the Code that must be satisfied in order for the interest on each issue of Bonds to
be excludible from gross income. Failure to comply with certain of such requirements may cause
interest on the related issue or issues of Bonds to become subject to federal income taxation retroactive
to the date of issuance of such Bonds.
Subject to the condition that the Company and the related Issuer comply with the above-
referenced covenants, under present law, in the opinion of Bond Counsel, interest on each issue of
Bonds will not be includible in the gross income of the owners thereof for federal income tax purposes,
except for interest on any Bond for any period during which such Bond is owned by a person who
is a substantial user of the related Project or any person considered to be related to such person (within
the meaning of Section 103(b)(13) of the 1954 Code) and the interest on each issue of Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals and
corporations (since the Prior Bonds were issued prior to August 8,1986). Such interest will be taken
into account, however, in computing an adjustment used in determining the alternative minimum tax
for certain corporations.
The Code includes provisions for an alternative minimum tax (“AMT”) for corporations. The AMT
is levied for taxable years beginning after December 31,1986 in addition to the regular corporate tax
in certain cases. The AMT, if any, depends upon the corporation’s alternative minimum taxable income
(“AMTI”), which is the corporation’s taxable income with certain adjustments. One of the adjustment
items used in computing AMTI of a corporation (excluding S corporations, Regulated Investment
Companies, Real Estate Investment Trusts and REMICs) is an amount equal to 50% of the excess
of such corporation’s “adjusted net book income” over an amount equal to its AMTI (before such
adjustment item and the alternative tax net operating loss deduction). For taxable years beginning
after 1989, such adjustment item will be 75% of the excess of such corporation’s “adjusted current
earnings” over an amount equal to its AMTI (before such adjustment item and the alternative tax
net operating loss deduction). Both “adjusted net book income” and “adjusted current earnings” would
include all tax-exempt interest, including interest on each issue of Bonds.
In rendering its opinion with respect to each issue of Bonds, Bond Counsel will rely upon
certifications of the Company with respect to certain material facts solely within the Company’s
knowledge about the Project relating to such issue of Bonds and to the application of the proceeds
of such issue of Bonds and the proceeds of the related issue of Prior Bonds.
Ownership of the Bonds may result in collateral federal income tax consequences to certain
taxpayers, including, without limitation, corporations subject to either the environmental tax or the
branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual
recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to
have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective
purchasers of Bonds should consult their tax advisors as to applicability of any such collateral
consequences.
In the opinion of Chapman and Cutler, Bond Counsel, under present Montana law, interest on
the Forsyth Bonds is exempt from individual income taxes imposed by the State of Montana.
21
In the opinion of Chapman and Cutler, Bond Counsel, under present Wyoming law, the State of
Wyoming imposes no income taxes which would be applicable to the Converse Bonds, the Gillette
Bonds or the two issues of the Sweetwater Bonds.
Except as described above, Bond Counsel expresses no opinion as to whether the Bonds will be
subject to any state or local taxes under applicable state or local law. Prospective purchasers of Bonds
should consult their tax advisors regarding the applicability of any such state or local taxes.CERTAIN LEGAL MATTERSThe validity of the Bonds will be passed upon by Chapman and Cutler, Bond Counsel, and the
Underwriter’s obligation to purchase any issue of the Bonds is subject to the issuance of Bond
Counsel’s opinion with respect thereto. Certain legal matters will be passed upon for the Company
by Steel Rives Boley Jones & Grey, as Counsel for the Company, and for the Underwriter by Kutak
Rock & Campbell, as Counsel to the Underwriter. The validity of the Letter of Credit relating to the
Converse Bonds will be passed upon for The Sumitomo Bank, Limited, by its United States counsel,
Preston, Thorgrimson, Ellis & Holman, and by its Japanese counsel, Nishi, Tanaka & Takahashi. The
validity of the Letter of Credit for the Forsyth Bonds will be passed upon for The Industrial Bank
of Japan, Limited, by its United States counsel, Lillick MeHose & Charles, and by its Japanese counsel,
Tokyo Kokusai Law Offices. The validity of the Letter of Credit for the Gillette Bonds will be passed
upon for Deutsche Bank AG by its United States counsel, White & Case, and by its Central Legal
Department. The validity of the Letters of Credit for the Sweetwater Bonds will be passed upon for
National Westminster Bank PLC by its United States counsel, Lillick McHose & Charles, and by its
English counsel, Wilde Sapte.
Chapman and Cutler has represented other parties in matters involving subsidiaries of the
Company where legal fees of Chapman and Cutler have been paid by such subsidiaries.MISCELLANEOUSThe attached Appendices are an integral part of this Official Statement and must be read together
with all of the balance of this Official Statement.
The distribution of this Official Statement has been duly consented to by each Issuer. Each Issuer,
however, has not reviewed and is not responsible for any information set forth herein except that
information under the heading “THE ISSUERS” insofar as it relates to each such Issuer.28
APPENDIX APACIFICORPPaeifiCorp is a diversified enterprise which conducts four separate businesses: electric operations;
telecommunications; mining and resource development; and financial services. To give recognition to
its diversification into areas other than those relating to a regulated utility, the Company’s name was
changed to PaeifiCorp from Pacific Power & Light Company at its annual meeting of stockholders
on June 13,1984. The Company conducts its electric operations under the name of Pacific Power &
Light Company (“Pacific Power”). Pacific Power furnishes electric service in six western states. A
subsidiary of the Company, Pacific Telecom, Inc., provides telecommunications services in Alaska, six
other western states and Wisconsin and is engaged in other nonregulated activities through its
subsidiaries and equity investees. Another subsidiary, NERCO, Inc., is engaged in surface coal and
precious metals mining, minerals and precious metals exploration, and oil and gas exploration and
development in several regions of the United States. Another subsidiary, PacifiCorp Financial Services
Inc., is primarily engaged in the leasing of equipment, secured lending and general investment activity.
The principal executive offices of the Company are located at 1600 Pacific First Federal Center,
851 Southwest Sixth Avenue, Portland, Oregon 97204; the telephone number is [phone].PENDING MERGER1987
The shareholders of PacifiCorp and Utah Power & Light (“UP&L”) approved on December 15,
a merger of both companies into PC/UP&L Merging Corp., an Oregon corporation (to be renamed
“PacitiCorp”). The merger is described in the Joint Proxy Statement/Prospectus of PacifiCorp and
Utah Power & Light Company dated October 29, 1987, filed as a part of a Registration Statement
on Form S-4 with the Securities and Exchange Commission, Registration No. 33.18164, effective
October 29, 1987. PacifiCorp and UP&L are currently seeking the regulatory approvals required to
effect the merger. UP&L is an electric utility with its principal executive offices located in Salt Lake
City, Utah and conducts its electric utility operations in the States of Utah, Idaho and Wyoming.AVAILABLE INFORMATIONThe Company is subject to the informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports, proxy statements and other information with the Securities
and Exchange Commission. Such reports, proxy statements and other information may be inspected
and copied at the offices of the Commission at 460 Fifth Street, N.W., Washington, D.C. 20549; Room
1102, Jacob K. Javits Building, 26 Federal Plaza, New York, New York 10007; Suite 500F, 15757
Wilshire Boulevard, Los Angeles, California 90036; and Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604. Copies of such material may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports, proxy material and other information concerning the Company
may also be inspected at the New York and Pacific Stock Exchanges.INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEThe following documents filed by the Company with the Securities and Exchange Commission
are incorporated in this Appendix by reference:
(a) Annual Report on Form l&K for the year ended December 31, 1986.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1987.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1987.
(d) Quarterly Report on Form 10-Q for the quarter ended September 30, 1987.
(e) Proxy statement dated June 4, 1987 relating to the Company’s annual meeting of
stockholders held on July 7, 1987.
(f) Current Reports on Form 8-K dated May 7, 1987 and June 4, 1987.
(g) Registration Statement on Form S-4, effective October 29, 1987.
A-l
All reports filed pursuant to Section 13,14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Official Statement and prior to the termination of the offering made by this Official
Statement shall be deemed to be incorporated by reference in this Appendix A and to be a part hereof
from the date of filing such documents.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Official Statement has been delivered, on the request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated herein by reference, other
than exhibits to such documents. Requests for such copies should be directed to Robert F. Law, Vice
President and Treasurer, PacifiCorp, 1600 Pacific First Federal Center, 851 Southwest Sixth Avenue,
Portland, Oregon 97204. The telephone number is (503) 4646110.
The information contained and incorporated by reference in this Appendix A to the Official
Statement has been obtained from the Company. The Issuers and the Underwriter make no
representation as to the accuracy or completeness of such information.
A-2
APPENDIX BTHE SUMITOMO BANK, LIMITEDThe Sumitomo Bank, Limited (“Sumitomo”) is a Japanese banking corporation organized under
the banking law of Japan. Sumitomo was formally established in 1895, although its earliest beginnings
date back about 400 years to the early 17th century when Masatomo Sumitomo started certain
businesses in the old capital of Kyoto.
The main business of Sumitomo is providing financial services to individuals, corporations and
governments. Such services include accepting deposits, processing short- and medium-term loans,
effecting money transfers and underwriting Japanese government bonds, national and local, as well
as a wide variety of other services in both domestic and international financial markets. With the
growth of the multinational corporation, Sumitomo has expanded its international services well beyond
the traditional areas of foreign trade and exchange.
Sumitomo is the second largest bank in the world as well as in Japan in terms of assets. As of
March 31, 1987, Sumitomo had total assets of approximately U.S. $265 billion, deposits of
approximately U.S. $179 billion, loans and bills discounted outstanding of approximately U.S. $136
billion and total stockholders’ equity of approximately U.S. $5 billion on a consolidated basis.
Sumitomo took its first step into international banking by concluding a correspondent agreement
with an overseas bank to handle remittance from Japanese citizens living in Hawaii. Shortly thereafter,
Sumitomo was among the first Japanese commercial banks to establish an international network. In
1916, Sumitomo established its first overseas branch in San Francisco. Since that time, Sumitomo has
expanded its international network to 16 branches located in New York, London, Hong Kong,
Dusseldorf, Madrid, Singapore, Brussels, Chicago, Seattle, Panama, Seoul, Milan, Barcelona, Houston,
Cayman and San Francisco; 23 representative offices located in Toronto, Vienna, Jakarta, Mexico City,
Tehran, Cairo, Bahrain, Sydney, Buenos Aires, Bangkok, Paris, Beijing, Kuala Lumpur, Melbourne,
Caracas, Zurich, Guangzhou, Atlanta, Stockholm, Frankfurt, Birmingham, Shanghai and Dailian; eight
subsidiaries, The Sumitomo Bank of California, Banco Sumitomo Brasileiro S.A., Sumitomo
International Finance A.G., Sumitomo Finance Overseas, .%A., Sumitomo Finance (Asia) Limited,
Sumitomo Perpetual Australia Limited, Gotthard Bank and Sumitomo Finance (Middle East) E.C.; and
seven principal affiliates. This network is supplemented by correspondent banking relationships with
over 1,500 institutions.
Sumitomo will provide without charge to each person to whom this Official Statement is delivered,
upon the request of any such person, a copy of its Annual Report. Written requests should be directed
to: The Sumitomo Bank, Limited, Seattle Branch, Suite 4600, 1001 Fourth Avenue Plaza, Seattle,
Washington 98154, Attention: Loan Department.
B-l
APPENDIX CTHE INDUSTRIAL BANK OF JAPAN, LIMITEDThe Industrial Bank of Japan, Limited (IBJ) was incorporated as a quasi-governmental financial
institution on March 27,1902, under Japanese law. After World War II, IBJ’s legal status was changed
to that of a private corporation operating under the Long-Term Credit Bank Law, enacted in 1952.
The Long-Term Credit Bank Law provides for the establishment of banks whose specific purpose
is to provide long-term funds for Japanese industry, defined to include loans having maturities of more
than six months. This law further provides that long-term credit banks finance their operations
primarily by the sale of their own debentures. IBJ is also engaged in various securities activities and
provides international banking services, including foreign exchange trading.
IBJ is the oldest and largest of Japan’s long-term credit banks and, in terms of deposits and
debentures, is also one of the largest banks in Japan. According to the July 1987 issue of “Institutional
Investor,” IBJ was the eighth largest bank in the world in terms of assets. On March 31, 1987, on
a nonconsolidated basis, IBJ had total assets of approximately US$194 billion, total loans and bills
discounted outstanding of approximately US$106 billion, total debentures and deposits of approxi-
mately US$154 billion, and total shareholders’ equity of approximately US$3 billion.
In addition to its 24 domestic branches, IBJ has overseas branches in New York, Chicago, London
Singapore, Paris and Hong Kong; an agency in Los Angeles; representative offices in Atlanta, Houston:
San Francisco, Washington, D.C., Bahrain, Bangkok, Beijing, Dalian, Dusseldorf, Frankfurt/Main,
Guangzhou, Jakarta, Kuala Lumpur, Madrid, Melbourne, Mexico City, Panama, Rio de Janeiro, Sao
Paula, Shanghai, Sydney and Toronto; and overseas subsidiaries in New York, London, Frank-
furt/Main, Luxembourg, Zurich, Hong Kong, Toronto, Jakarta, Perth and Curacao. IBJ is publicly
owned, and its shares are listed on the Tokyo Stock Exchange and the Osaka Securities Exchange.
IBJ will provide without charge to each person to whom this Official Statement is delivered, upon
the request of any such person, a copy of its latest Annual Report, prepared in accordance with
Japanese law and accounting principles. Written requests should be directed to: The Industrial Bank
of Japan, Limited, Los Angeles Agency, 800 West Sixth Street, Los Angeles, California 90017,
Attention: PacifiCorp Account Manager.
C l
APPENDIX DDEUTSCHE BANK AGDeutsche Bank AG, New York Branch, is a New York State-licensed branch of Deutsche Bank
AG (the “Bank”). The Bank is West Germany’s largest banking institution. It is the parent company
of a group consisting of commercial banks, mortgage banks, investment banking companies and
specialized institutions. The Bank is represented in over 500 towns and cities in the Federal Republic
of Germany through a network of more than 1,100 branches and through a subsidiary in each of Berlin
and the Saarland. The foreign network of the group, which is worldwide, consists of 15 branches, 17
representative offices and 12 wholly-owned subsidiaries of the Bank, including Deutsche Bank (Asia)
AC with 16 branches and subsidiaries, and Banca d’America e d’Italia S.p.A., Milan, of which the Bank
holds 98.3% of the voting shares, with 2 subsidiaries and 99 branches.
As of December 31, 1986, the group had total assets of DM257.2 billion (US$133.8 billion), total
loans of DM179.8 billion (US$93.5 billion), total funds from outside sources of DM233.8 billion (US$121.6
billion) and capital and reserves of DM1O.O billion (US$5.2 billion).
Upon request therefor, the Bank will provide without charge to each person to whom this Official
Statement is delivered a copy of the Annual Report of the Bank, which contains the consolidated
statements of the Bank for the fiscal year ended December 31, 1986. Written requests should be
directed to: Deutsche Bank AG, New York Branch, Post Office Box 890, New York, New York 10101,
Attention: Management.
D-l
APPENDIX ENATIONAL WESTMINSTER BANK PLCNational Westminster Bank PLC (the “Bank”), together with its subsidiaries (the “Group”), is
engaged in a wide range of banking, financial and related activities in the United Kingdom and
throughout the world.
Based on consolidated total assets and deposits, the Group was the largest banking group in the
United Kingdom at December 31,1986 and is among the larger international banking groups in the
world. At December 31,1986 the Group reported consolidated total assets of 583.3 billion, consolidated
total deposits off 69.3 billion and consolidated ordinary shareholders’ equity of f4.6 billion. The Group’s
audited financial statements for the fiscal year ended December 31,1986 have been filed on Form 20-F
with the Securities and Exchange Commission.
On July 28, 1987 the Group reported interim pretax profits of f251 million after a charge for
debt provisions of f564 million. The charge for bad and doubtful debts mainly reflects sovereign debt
provisions of f496 million. This brings the Group’s total sovereign debt cover to f886 million, which
is 29.5% of its f3 billion outstandings to 35 problem countries.
The Group currently employs approximately 96,666 people worldwide. Its United Kingdom
operations are conducted directly through the Bank, which is one of the four major London Clearing
Banks, and through three additional banking subsidiaries and other subsidiary companies. Interna-
tional operations are conducted by the Bank and affiliated companies in the United Kingdom and in
36 other countries. The Group’s international business has concentrated on OECD countries and its
exposure to countries with liquidity difficulties is small relative to its total assets.
The Bank announced on August 5, 1987 that it had agreed to a cash purchase of First Jersey
National Corporation, an American banking group in New Jersey, for a purchase price of US@20
million. First Jersey National Corporation is the fourth largest banking group in New Jersey with
114 branches and is a leading institution with state-wide operations. The transaction is expected to
be completed shortly after January 1,1988 subject to, inter alia, approval by the relevant regulatory
authorities and of the terms of the offer by First Jersey National Corporation shareholders.
On November 27,1987 the Bank announced that it had postponed for the time being its proposals
to undertake a public offering in Japan and to list its ordinary shares on the Tokyo Stock Exchange.
This decision has been taken in view of the significant changes which have taken place in the world
equity markets since the middle of October. The position will be kept under review.
In the United Kingdom the Group is supervised by the Bank of England with which periodic
reports are filed, together with other information as required. The Bank’s San Francisco Overseas
Branch is licensed by the State of California Banking Department and is subject to periodic
examination by the Department. By virtue of its ownership of National Westminster Bank USA, the
Bank is also subject to federal reporting requirements as a bank holding company.
E-l
APPENDIX F
ALTERNATIVE INTEREST RATES
The following is a description of the interest rate and purchase provisions of the Bonds while
the Bonds bear a Daily Interest Rate, Weekly Interest Rate, a Monthly Interest Rate, a Tender Rate
or a Fixed Interest Rate. The method by which the interest rate on the Bonds is determined can be
changed as described in the Official Statement under “CONVERSION OF RATE.”
Interest Provisions
Daily Interest Rate.With respect to each day the Bonds are to bear a Daily Interest Rate, the
Daily Interest Rate shall be determined by the Remarketing Agent to be the interest rate which, in
the judgment of the Remarketing Agent, when borne by the Bonds, would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any; provided, however, that (A) with respect to any day that is not
a Business Day, the Daily Interest Rate shall be the same rate as the Daily Interest Rate established
for the immediately preceding Business Day unless the Remarketing Agent is open for business on
such non-Business Day and determines a rate for such non-Business Day, in which case the Bonds
shall bear interest at the rate so determined, and (B) if for any reason a Daily Interest Rate is not
established by the Remarketing Agent or the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law with respect to any day, the Daily Interest Rate for
such day shall equal the Floating Interest Index determined by the Indexing Agent as of such day.
On the basis of such Daily Interest Rates, the Trustee shall calculate the amount of interest payable
during each Interest Period on the Bonds bearing interest at a Daily Interest Rate.Weekly Interest Rate.With respect to each week the Bonds are to bear interest at a Weekly
Interest Rate, the Weekly Interest Rate on the Bonds shall be determined by the Remarketing Agent
by 1200 noon, New York, New York time, on Wednesday of each week to be the interest rate which,
in the judgment of the Remarketing Agent, when borne by the Bonds would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any. While the Bonds bear interest at the Weekly Interest Rate, the
Remarketing Agent shall on the next to the last Business Day of each Interest Period provide in
writing to the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the Trustee
the Weekly Interest Rates in effect during such Interest Period. In the determination of the Weekly
Interest Rate, the following special provisions shall apply:
(1) In the event the Remarketing Agent shall fail or refuse for any week to determine the
Weekly Interest Rate, the Weekly Interest Rate shall be the same as for the next preceding week.__.--
(2) If for any reason (i) a Weekly Interest Rate is not established by the Remarketing Agent
for any two successive weeks or (ii) the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law, the Weekly Interest Rate for such week (or the
second of such successive weeks, in the case of(i) above) shall equal the Floating Interest Index
(as described in the Indenture) determined by the Indexing Agent (initially E.F. Hutton &
Company Inc.) for such week.Monthly Interest Rate.With respect to each Interest Period the Bonds are to bear interest at
a Monthly Interest Rate, the Monthly Interest Rate shall be determined on the first Business Day
of such Interest Period by the Remarketing Agent to be that rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on the first day of such Interest
Period at the principal amount thereof. If for any reason a Monthly Interest Rate is not established
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any Interest Period, the Monthly Interest Rate
for such Interest Period shall equal the Floating Interest Index determined by the Indexing Agent
for such Interest Period.
F-l
Tender Interest Rate.With respect to each Tender Period the Bonds are to bear interest at
a Tender Interest Rate, the Tender Interest Rate shall be determined by the Remarketing Agent as
follows. On the Business Day next preceding the first day of a Tender Period, the Remarketing Agent
shall determine the Tender Interest Rate, which shall be the rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell all of the Bonds on the first day of such Tender
Period at the principal amount thereof.
If for any reason a Tender Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law
with respect to any Tender Period, the Tender Interest Rate for such Tender Period shall equal the
Floating Interest Index determined by the Indexing Agent as of the first day of such Tender Period.
Promptly after the determination of each Tender Interest Rate, the Trustee shall mail a notice
by first-class mail to each Owner of a Bond, at the address shown on the registration books of the
Issuer maintained by the Registrar, advising such Owner of such Tender Interest Rate and of the
Tender Period for which such Tender Interest Rate will be in effect. Failure by the Trustee to give
any such notice by mailing, or any defect therein, shall not affect the Tender Interest Rate to be borne
by the Bonds in any Tender Period.Fixed Interest Rate.The Fixed Interest Rats shall be determined by the Remarketing Agent
as follows. On the Business Day next preceding the effective date of the Fixed Interest Rate, the
Remarketing Agent shall determine the Fixed Interest Rate, which shall be the rate which would be
the minimum interest rate necessary to enable the Remarketing Agent to sell all of the Bonds on
the effective date of the Fixed Interest Rate at the principal amount thereof.
If for any reason the Fixed Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law,
the Fixed Interest Rate shall equal the Fixed Interest Index (as defined in the Indenture) determined
by the Indexing Agent as of the effective date of the Fixed Interest Rate.
Promptly after the determination of the Fixed Interest Rate, the Trustee shall mail a notice by
first-class mail to each Owner of a Bond, at the address shown on the registration books of the Issuer
maintained by the Registrar, advising such Owner of such Fixed Interest Rate. Failure by the Trustee
to give any such notice by mailing, or any defect therein, shall not affect the Fixed Interest Rate to
be borne by the Bonds.Conclusiveness of Determination.The computation of the Floating Interest Index and the
Fixed Interest Index by the Indexing Agent, and the determination of any interest rate by the
Remarketing Agent or the Indexing Agent, shall be conclusive and binding upon the Issuer, the
Trustee, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), the Company,
the Registrar, the Remarketing Agent and the Owners of the Bonds.Purchase Provisions
Purchase on Demand of Owner While Bonds Bear Daily Interest Rate.While the Bonds bear
interest at a Daily Interest Rate, any Bond shall be purchased on the demand of the Owner thereof,
on any Business Day, at a purchase price equal to the principal amount thereof plus accrued interest,
if any, to the date of purchase (provided that if such Business Day occurs prior to the Interest Payment
Date for any Interest Period and after the Record Date in respect thereto, the purchase price will
equal the principal amount thereof plus accrued interest, if any, only from such Record Date to the
date of purchase), upon (A) delivery to the Remarketing Agent (and at the option of an Owner which
is an Investment Company, with a copy to the Trustee) at its Principal Office, by no later than 9:30
a.m., New York, New York time, on such Business Day, of a written notice or a telephonic notice,
promptly confirmed by tested telex, which states the principal amount of such Bond to be purchased
and the date on which the same shall be purchased pursuant to this paragraph, and (B) delivery of
such Bond (with all necessary endorsements) to the Remarketing Agent at its Principal Office, at or
prior to 9:30 a.m., New York, New York time, on the date specified in such notice.Purchase on Demand of Owner While Bonds Bear Weekly Interest Rate.(a) Except as provided in the next sentence, while the Bonds bear interest at a Weekly
Interest Rats, any Bond shall be purchased, on the demand of the Owner thereof, on any
F-2
Wednesday at a purchase price equal to the principal amount thereof plus accrued interest, if
any, to the date of purchase, upon: (i) delivery to the Principal Office of the Remarketing Agent
of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent, in which case
written notice delivered to the Principal Office of the Trustee shall be required) by lo:00 a.m.,
New York, New York time, on the Tuesday preceding such Wednesday, which states the
aggregate principal amount thereof; (ii) delivery of such Bond (with all necessary endorsements)
and, in the case of a Bond to be purchased prior to the Interest Payment Date for any Interest
Period and after the Record Date in respect thereto, a due-bill, in form satisfactory to the
Remarketing Agent, at the Principal Office of the Remarketing Agent at or prior to 1O:OO a.m.,
New York, New York time, on such Wednesday; provided, however, that such Bond shall be so
purchased only if the Bond so delivered to the Remarketing Agent shall conform in all respects
to the description thereof in the aforesaid notice. In the event that in any week both Monday and
Tuesday are not Business Days, or both Tuesday and Wednesday are not Business Days, there
shall be no purchase pursuant to this paragraph for such week; in all other events, the procedures
described in this paragraph to occur on either Tuesday or Wednesday, should either day not be
a Business Day, shall occur on the next succeeding Business Day. An Owner who gives the notice
set forth in clause (i) above may repurchase the Bonds so tendered with such notice on such
Wednesday if the Remarketing Agent agrees to sell the Bonds so tendered to such Owner. If
such Owner decides to repurchase such Bonds and the Remarketing Agent agrees to sell the
specified Bonds to such Owner prior to delivery of such Bonds as set forth in clause (ii)
hereinabove, the delivery requirement set forth in such clause (ii) shall be waived.
(b) While the Bonds bear interest at a Weekly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent of a written notice (and at the option of an Owner
which is an Investment Company, with a copy to the Trustee) which (i) states the aggregate
principal amount of such Bond and (ii) states the date on which such Bond shall be purchased
pursuant to this subparagraph (b), which date shall be a Business Day not prior to the seventh
day next succeeding the date of the delivery of such notice to the Remarketing Agent; and (2)
delivery of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased
prior to the Interest Payment Date for any Interest Period and after the Record Date in respect
thereto, a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 1O:OO a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.Purchase on Demand of Owner While Bonds Bear Monthly Interest Rate.(a) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Interest Payment Date at a purchase price equal
to the principal amount thereof, upon (1) delivery to the Principal Office of the Remarketing Agent
at or prior to 4:00 p.m., New York, New York time, on the third Business Day prior to such Interest
Payment Date of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent,
in which case written notice delivered to the Principal Office of the Trustee shall be required)
which (i) states the aggregate principal amount of such Bond and (ii) states that such Bond shall
be purchased on such Interest Payment Date pursuant to this subparagraph (a); and (2) the
delivery of such Bond (with all necessary endorsements) at the Principal Office of the Remarketing
Agent at or prior to 1090 a.m., New York, New York time, on such Interest Payment Date;
provided, however, that such Bond shall be so purchased pursuant to this subparagraph (a) only
if the Bond so delivered to the Remarketing Agent shall conform in all respects to the description
thereof in the aforesaid notice. An Owner who gives the notice set forth in clause (1) hereinabove
may repurchase the Bonds so tendered on such Interest Payment Date if the Remarketing Agent
agrees to sell the Bonds so tendered to such Owner. If such Owner decides to repurchase such
Bonds and the Remarketing Agent agrees to sell the specified Bonds to such Owner prior to
F-3
delivery of such Bonds as set forth in clause (2) hereinabove, the delivery requirement set forth
in such clause (2) shall be waived.
(b) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent (and at the option of an Owner which is an Investment
Company, with a copy to the Trustee) of a written notice which (i) states the aggregate principal
amount of such Bond and (ii) states the date on which such Bond shall be purchased pursuant
to this subparagraph (b), which date shall be a Business Day not prior to the seventh day next
succeeding the date of the delivery of such notice to the Remarketing Agent; and (2) delivery
of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased prior
to the Interest Payment Date for any Interest Period and after the Record Date in respect thereto,
a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 10~00 a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.Purchase While Bonds Bear Tender Interest Rate.(a) While the Bonds bear interest at a Tender Interest Rate, any Bond shall be purchased
on the day (which is not a Conversion Date) next succeeding the last day of any Tender Period
(a “Purchase Date”) at a purchase price equal to the principal amount thereof unless the Owner
of the Bond delivers a completed,Bondholder Election Notice (as defined in the Indenture) to the
Principal Office of the Trustee (as defined in the Indenture) or any office designated by the Trustee
between the opening of business on the twenty-first day next preceding the Purchase Date and
the close of business on the seventh day next preceding the Purchase Date (or if such twenty-first
or seventh day is not a Business Day, the next succeeding Business Day). The delivery of a
Bondholder Election Notice by an Owner to retain his Bond is irrevocable and binding on such
Owner and cannot be withdrawn. The Trustee shall give the Remarketing Agent telephonic notice,
promptly confirmed in writing, specifying the principal amount of Bonds for which Bondholder
Election Notices have been received. Not later than the fifteenth day next preceding the Purchase
Date, the Trustee shall give notice by first-class mail to the Owners of the Bonds stating (i) the
last day of the Tender Period, (ii) that the Bonds will be purchased on the Purchase Date unless
the Owner of the Bond de ‘vers a completed Bondholder Election Notice (a copy of which shall
accompany the notice fro
+
he Trustee) to the Trustee as provided in the Indenture between the
opening of business on th twenty-first day and the close of business on the seventh day next
preceding the Purchase Date (or if such seventh day is not a Business Day, the next succeeding
Business Day) and (iii) that after the Purchase Date the Bonds will bear interest at a Tender
Interest Rate for a Tender Period of the same length as the then current Tender Period.
If during any Tender Period the Company fails to deliver to the Trustee a notice of conversion
as described under the caption “CONVERSION OF RATE-Conversion to Fixed Interest Rate, Tender
Interest Rate or Floating Interest Rates,” from and after the Purchase Date the Bonds shall bear
interest at a Tender Interest Rate for a Tender Period of the same length as that ending on the
day immediately preceding such Purchase Date.
Any Owner of a Bond who does not deliver a completed Bondholder Election Notice as
described above must deliver such Bond (with any necessary endorsements) to the Principal Office
of the Trustee, not later than 1O:OO a.m., New York, New York time, on the Purchase Date.
Any Owner who delivers a completed Bondholder Election Notice as described above in order
to retain a portion of a Bond must deliver such Bond (with any necessary endorsements) to the
Principal Office of the Trustee at the same time as the delivery of such Bondholder Election Notice.
If an Owner so elects to retain a portion of a Bond, the Trustee shall, in accordance with the
provisions of the Indenture, deliver to such Owner a principal amount of Bonds in Authorized
Denominations equal to the portion of the Bond so retained.
F-4
(b) Bonds or portions thereof to be purchased as provided in paragraph (a) above which are
not delivered by the Owners thereof to the Trustee as above provided shall nonetheless be deemed
to have been delivered by the Owner thereof for purchase and to have been purchased; provided
that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Thereafter, the Trustee
shall authenticate a new Bond as provided in the Indenture. Moneys deposited with the Trustee
for purchase of Bonds pursuant to the Indenture shall be held in trust in a separate escrow account
(without liability for interest thereon) and shall be paid to the Owners of such Bonds upon
presentation thereof. The Trustee shall within five days after the Purchase Date give written
notice to the Company whether Bonds have not been delivered, and upon direction to do so by
the Company, the Trustee shall give notice by mail to each Owner whose Bonds are deemed to
have been purchased pursuant to the Indenture, which notice shall state that interest on such
Bonds ceased to accrue on the Purchase Date and that moneys representing the purchase price
of such Bonds are available against delivery thereof at the Principal Office of the Trustee. The
Trustee shall hold moneys deposited by the Company or drawn by the Trustee under the Letter
of Credit or an Alternate Credit Facility, as the case may be, for the purchase of Bonds as provided
in the Indenture, without liability for interest thereon, for the benefit of the former Owner of
the Bond on such Purchase Date, who shall thereafter be restricted exclusively to such moneys
for any claim of whatever nature on his part under the Indenture or on, or with respect to, such
Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of
Bonds, if any, within six months after such Purchase Date shall be paid by the Trustee to the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be) to the extent of any
amount payable under the Reimbursement Agreement, and the balance shall be paid by the
Trustee to the Company upon the written direction of the Authorized Company Representative
consented to in writing by the Bank (or the Obligor on the Alternate Credit Facility, as the ease
may be), and thereafter the former owners shall be entitled to look only to the Company for
payment, and then only to the extent of the amount so repaid to the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) and/or the Company, and the Company shall not
be liable for any interest thereon and shall not be regarded as a trustee of such money.
F-5
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4834-1607-6818.6
APPENDIX D

PROPOSED FORMS OF OPINIONS OF BOND COUNSEL

D-1
APPENDIX D

PROPOSED FORMS OF OPINIONS OF BOND COUNSEL
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

City of Gillette, Campbell County, Wyoming
City Hall
201 East Fifth Street
Gillette, Wyoming 82716
Re: $41,200,000
City of Gillette, Campbell County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of January 1, 1988 (the “Loan Agreement”), between City of Gillette,
Campbell County, Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date
hereof, payment of principal and purchase price of and interest on the Bonds was secured by a
credit facility issued by Barclays Bank PLC, New York Branch (the “Existing Letter of Credit”).
On the date hereof, the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to
be issued by The Royal Bank of Scotland plc, Connecticut branch (the “Bank”), for the benefit
of the Trustee (defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of January
1, 1988 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”) and related documents, and upon
representations, including regarding the consent of the Owners, made to us without undertaking
to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-2
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with (a) the conversion of the interest rate on the Bonds from a CP Rate
to a Weekly Interest Rate and the delivery of an Alternate Credit Facility, described in our
opinion dated May 26, 1999 and our opinions dated June 7, 1999, (b) the delivery of an Alternate
Credit Facility, described in our opinion dated September 15, 2004, (c) the delivery of the
amendment to an earlier Alternate Credit Facility, described in our opinion dated November 30,
2005, (d) the delivery of the Existing Letter of Credit, described in our opinion dated May 16,
2012 and (e) the delivery of the Letter of Credit described herein. Accordingly, we do not
express any opinion with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

D-3

[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Sweetwater County, Wyoming
County Courthouse
Green River, Wyoming 82935
Re: $50,000,000
Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988A (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of January 1, 1988 (the “Loan Agreement”), between Sweetwater County,
Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date hereof, payment of
principal and purchase price of and interest on the Bonds was secured by a credit facility issued
by Barclays Bank PLC, New York Branch (the “Existing Letter of Credit”). On the date hereof,
the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be issued by The
Royal Bank of Scotland plc, Connecticut branch (the “Bank”), for the benefit of the Trustee
(defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of
January 1, 1988 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”) and related documents, and upon
representations, including regarding the consent of the Owners, made to us without undertaking
to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-4
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with (a) the issuance and delivery of an Alternate Credit Facility,
described in our opinion dated April 24, 2002, (b) the delivery of an Alternate Credit Facility,
described in our opinion dated September 15, 2004, (c) the delivery of the amendment to an
earlier Alternate Credit Facility, described in our opinion dated November 30, 2005, (d) the
delivery of the Existing Letter of Credit, described in our opinion dated May 16, 2012 and (f) the
delivery of the Letter of Credit described herein. Accordingly, we do not express any opinion
with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

D-5

[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Sweetwater County, Wyoming
County Courthouse
Green River, Wyoming 82935
Re: $11,500,000
Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988B (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of January 1, 1988 (the “Loan Agreement”), between Sweetwater County,
Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date hereof, payment of
principal and purchase price of and interest on the Bonds was secured by a credit facility issued
by Barclays Bank PLC, New York Branch (the “Existing Letter of Credit”). On the date hereof,
the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be issued by The
Royal Bank of Scotland plc, Connecticut branch (the “Bank”), for the benefit of the Trustee
(defined below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of
January 1, 1988 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”) and related documents, and upon
representations, including regarding the consent of the Owners, made to us without undertaking
to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-6
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with (a) the conversion of the interest rate on the Bonds from a CP Rate
to a Daily Interest Rate, described in our opinion dated January 26, 1996 and our opinion dated
February 28, 1996, and (b) the issuance and delivery of an Alternate Credit Facility, described in
our opinion dated August 23, 2001, (c) the delivery of an Alternate Credit Facility, described in
our opinion dated September 15, 2004, (d) the delivery of the amendment to an earlier Alternate
Credit Facility, described in our opinion dated November 30, 2005, (e) the delivery of the
Existing Letter of Credit, described in our opinion dated May 16, 2012 and (f) the delivery of the
Letter of Credit described herein. Accordingly, we do not express any opinion with respect to
the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

4834-1607-6818.6
APPENDIX E

FORMS OF LETTERS OF CREDIT

20315664
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 11,745,754.00
Expiration Date: January 23, 2014

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you (successor to The First National Bank of Chicago), as
Trustee for the benefit of the Bondholders referred to therein, pursuant to which USD
11,500,000.00 in aggregate principal amount of the Issuer’s Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988B (the “Bonds”) were
issued. This Letter of Credit is only available to be drawn upon with respect to Bonds bearing
interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 11,745,754.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) January 23, 2014, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
2

the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a fixed interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 11,745,754.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 11,500,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 245,754.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04,
3.05 or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us not later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 65 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, Letter of Credit Department (or at
any other office which may be designated by us by written notice delivered to you at least 15
days prior to the applicable date of Drawing) (the “Bank’s Office”). The certificates you are
required to submit to us may be submitted to us by facsimile transmission to the following
numbers: [ ], or any other facsimile number(s) which may be designated by us by written
notice delivered to you at least 15 days prior to the applicable date of Drawing. You shall use
your best efforts to confirm such notice of a Drawing by telephone to one of the following
numbers (or any other telephone number which may be designated by us by written notice
4

delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or [ ], but such
telephonic notice shall not be a condition to a Drawing hereunder. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (New York City time), on a business day on or before the Cancellation Date,
we will honor such Drawing(s) at or before 2:30 P.M. (New York City time), on the same
business day, in accordance with your payment instructions; provided, however, that you will use
your best efforts to give us telephonic notification of any such pending presentation to the
telephone numbers designated above, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding business day. If we receive your certificate(s) at such
office, all in strict conformity with the terms and conditions of this Letter of Credit (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 P.M. (New York City time)
on the next succeeding business day. Payment under this Letter of Credit will be made by wire
transfer of Federal Funds to your account with any bank that is a member of the Federal Reserve
System. All payments made by us under this Letter of Credit will be made with our own funds
and not with any funds of the Company, its affiliates or the Issuer. As used herein, “business
day” means a day except a Saturday, Sunday or other day (i) on which banking institutions in the
city or cities in which the designated office under the Indenture of the Trustee, the remarketing
agent under the Indenture or the paying agent under the Indenture or the office of the Bank
which will honor draws upon this Letter of Credit are located are required or authorized by law
or executive order to close or are closed, or (ii) on which the New York Stock Exchange, the
Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
5

This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in accordance
with its terms. The original of the Letter of Credit, together with all amendments, is
returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 65 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc
(the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
fixed interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered
an integral part of the Letter of Credit and must be attached thereto.

THE ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

20315911
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 42,080,439.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between City of
Gillette, Campbell County, Wyoming (the “Issuer”) and you (successor to The First National
Bank of Chicago), as Trustee for the benefit of the Bondholders referred to therein, pursuant to
which USD 41,200,000.00 in aggregate principal amount of the Issuer’s Customized Purchase
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of
Credit is in the total amount of USD 42,080,439.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
2

the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a fixed interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 42,080,439.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 41,200,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 880,439.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04,
3.05 or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us not later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 65 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, Letter of Credit Department (or at
any other office which may be designated by us by written notice delivered to you at least 15
days prior to the applicable date of Drawing) (the “Bank’s Office”). The certificates you are
required to submit to us may be submitted to us by facsimile transmission to the following
numbers: [ ], or any other facsimile number(s) which may be designated by us by written
notice delivered to you at least 15 days prior to the applicable date of Drawing. You shall use
your best efforts to confirm such notice of a Drawing by telephone to one of the following
numbers (or any other telephone number which may be designated by us by written notice
4

delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or [ ], but such
telephonic notice shall not be a condition to a Drawing hereunder. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (New York City time), on a business day on or before the Cancellation Date,
we will honor such Drawing(s) at or before 2:30 P.M. (New York City time), on the same
business day, in accordance with your payment instructions; provided, however, that you will use
your best efforts to give us telephonic notification of any such pending presentation to the
telephone numbers designated above, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding business day. If we receive your certificate(s) at such
office, all in strict conformity with the terms and conditions of this Letter of Credit (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 P.M. (New York City time)
on the next succeeding business day. Payment under this Letter of Credit will be made by wire
transfer of Federal Funds to your account with any bank that is a member of the Federal Reserve
System. All payments made by us under this Letter of Credit will be made with our own funds
and not with any funds of the Company, its affiliates or the Issuer. As used herein, “business
day” means a day except a Saturday, Sunday or other day (i) on which banking institutions in the
city or cities in which the designated office under the Indenture of the Trustee, the remarketing
agent under the Indenture or the paying agent under the Indenture or the office of the Bank
which will honor draws upon this Letter of Credit are located are required or authorized by law
or executive order to close or are closed, or (ii) on which the New York Stock Exchange, the
Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
5

This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in accordance
with its terms. The original of the Letter of Credit, together with all amendments, is
returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 65 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc
(the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
fixed interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
City of Gillette, Campbell County, Wyoming and The Bank of New York Mellon Trust
Company, N.A., is named as beneficiary in the Letter of Credit referred to above (the “Letter of
Credit”). The transferee named below has succeeded the undersigned as Trustee under the
Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered
an integral part of the Letter of Credit and must be attached thereto.

THE ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

20302777
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 54,832,877.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you (successor to The First National Bank of Chicago), as
Trustee for the benefit of the Bondholders referred to therein, pursuant to which USD
50,000,000.00 in aggregate principal amount of the Issuer’s Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988A (the “Bonds”) were
issued. This Letter of Credit is only available to be drawn upon with respect to Bonds bearing
interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 54,832,877.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
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the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a fixed interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 54,832,877.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 50,000,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 4,832,877.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 294 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04,
3.05 or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us not later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 294 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, Letter of Credit Department (or at
any other office which may be designated by us by written notice delivered to you at least 15
days prior to the applicable date of Drawing) (the “Bank’s Office”). The certificates you are
required to submit to us may be submitted to us by facsimile transmission to the following
numbers: [ ], or any other facsimile number(s) which may be designated by us by written
notice delivered to you at least 15 days prior to the applicable date of Drawing. You shall use
your best efforts to confirm such notice of a Drawing by telephone to one of the following
numbers (or any other telephone number which may be designated by us by written notice
4

delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or [ ], but such
telephonic notice shall not be a condition to a Drawing hereunder. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (New York City time), on a business day on or before the Cancellation Date,
we will honor such Drawing(s) at or before 2:30 P.M. (New York City time), on the same
business day, in accordance with your payment instructions; provided, however, that you will use
your best efforts to give us telephonic notification of any such pending presentation to the
telephone numbers designated above, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding business day. If we receive your certificate(s) at such
office, all in strict conformity with the terms and conditions of this Letter of Credit (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 P.M. (New York City time)
on the next succeeding business day. Payment under this Letter of Credit will be made by wire
transfer of Federal Funds to your account with any bank that is a member of the Federal Reserve
System. All payments made by us under this Letter of Credit will be made with our own funds
and not with any funds of the Company, its affiliates or the Issuer. As used herein, “business
day” means a day except a Saturday, Sunday or other day (i) on which banking institutions in the
city or cities in which the designated office under the Indenture of the Trustee, the remarketing
agent under the Indenture or the paying agent under the Indenture or the office of the Bank
which will honor draws upon this Letter of Credit are located are required or authorized by law
or executive order to close or are closed, or (ii) on which the New York Stock Exchange, the
Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
5

This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in accordance
with its terms. The original of the Letter of Credit, together with all amendments, is
returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. [__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 294
days’ interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc
(the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
fixed interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered
an integral part of the Letter of Credit and must be attached thereto.

THE ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

REOFFERING-NOT A NEW ISSUE
SUPPLEMENT, DATED MARCH 21, 2013, TO OFFICIAL STATEMENT, DATED JULY 24, 1990
The opinion of Chapman and Cutler delivered on July 25, 1990, stated that, subject to compliance by the Company and the Issuer
with certain covenants, under then-existing law (a) interest on the Bonds is not includible in gross income of the Owners thereof for federal
income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a person who is a substantial user
of the Facilities or any person considered to be related to such person (within the meaning of Section 103(b)(13) of the Internal Revenue
Code of 1954, as amended) and (b) interest on the Bonds will not be treated as an item of tax preference in computing the alternative
minimum tax for individuals and corporations. Such interest will be taken into account, however, in computing an adjustment used in
determining the alternative minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that under
then-existing law such interest will be exempt from certain Wyoming taxes. Such opinion has not been updated as of the date hereof. In
the opinion of Bond Counsel to be delivered in connection with the delivery of the Replacement Letter of Credit, the delivery of the
Replacement Letter of Credit will not cause the interest on the Bonds to become includible in the gross income of the owners thereof for
federal income tax purposes. See “TAX EXEMPTION” herein for a more complete discussion.
DELIVERY OF ALTERNATE CREDIT FACILITY
$70,000,0001
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1990A
(CUSIP 870487 BP92)

MANDATORY PURCHASE DATE: MARCH 25, 2013 DUE: JULY 1, 2015
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made under the Loan Agreement
between the Issuer and
PACIFICORP
Effective on March 26, 2013, and until March 26, 2015, unless earlier terminated or extended, the Bonds will be supported by an Irrevocable
Transferrable Direct Pay Letter of Credit (the “Replacement Letter of Credit”) issued, with respect to the Bonds by the New York Agency of
THE BANK OF NOVA SCOTIA
Under the Replacement Letter of Credit, the Trustee will be entitled to draw up to (a) an amount sufficient to pay (i) the outstanding unpaid
principal amount of the Bonds or (ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus (b) an amount
sufficient to pay (i) up to 65 days’ accrued interest on the Bonds calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days
or (ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The Replacement Letter of Credit will only be available to be
drawn while the Bonds bear interest at a rate other than a Term Interest Rate (as defined in the Indenture). Failure to pay the purchase price when due and
payable is an event of default under the Indenture.
The Bonds are currently supported by a Letter of Credit issued by Barclays Bank PLC , New York Branch (the “Existing Letter of Credit”). On
March 26, 2013, the Replacement Letter of Credit will be delivered to the Trustee in substitution for the Existing Letter of Credit, and the Bonds will not
have the benefit of the Existing Letters of Credit after such substitution.
As of the date hereof, the Bonds bear interest at a Weekly Interest Rate. The Bonds bearing interest at a Weekly Interest Rate are issuable as
fully registered Bonds without coupons, initially in the denomination of $100,000 and integral multiples of $100,000 in excess thereof. Interest on the
Bonds will be payable on the Interest Payment Date applicable to the Bonds. The Depository Trust Company, New York, New York (“DTC”), will
continue to act as a securities depository for the Bonds. The Bonds are registered in the name of Cede & Co., as registered owner and nominee of DTC,
and, except for the limited circumstances described herein, beneficial owners of interests in the Bonds will not receive certificates representing their
interests in the Bonds. Payments of principal of, and premium, if any, and interest on the Bonds will be made through DTC and its Participants and
disbursements of such payments to purchasers will be the responsibility of such Participants.
Certain legal matters related to the delivery of the Replacement Letter of Credit will be passed upon by Chapman and Cutler LLP, Bond Counsel
to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq., counsel to the Company.
The Bonds are reoffered, subject to prior sale and certain other conditions.
CITIGROUP
as Remarketing Agent
1 The Bonds were issued in the aggregate principal amount of $70,000,000, all of which remain outstanding. This Supplement relates to the remarketing, in a secondary
market transaction, of $69,700,000 of the Bonds delivered for mandatory purchase by the owners thereof for purchase on March 25, 2013. Owners of the remaining $300,000 aggregate principal amount of the Bonds have elected to retain such Bonds pursuant to the Indenture. 2 Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc.
This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only.
None of the Issuer, the Company or the Remarketing Agent takes any responsibility for the accuracy of such numbers.

No broker, dealer, salesman or other person has been authorized to give any information or to make any representations other than
those contained in this Supplement to Official Statement in connection with the reoffering made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the Issuer, PacifiCorp, The Bank of Nova Scotia or the Remarketing
Agent. Neither the delivery of this Supplement to Official Statement nor any sale hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Issuer, The Bank of Nova Scotia or PacifiCorp since the date hereof. The Issuer has not and
will not assume any responsibility as to the accuracy or completeness of the information in this Supplement to Official Statement. No
representation is made by The Bank of Nova Scotia as to the accuracy, completeness or adequacy of the information contained in this Supplement
to Official Statement, except with respect to Appendix B hereto. The Bonds are not registered under the Securities Act of 1933, as amended.
Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity has passed upon the accuracy or
adequacy of this Supplement to Official Statement.
In connection with this offering, the Remarketing Agent may overallot or effect transactions which stabilize or maintain the market
price of the securities offered hereby at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced,
may be discontinued at any time.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement to Official Statement: The Remarketing
Agent has reviewed the information in the Supplement to Official Statement in accordance with, and as part of, their responsibilities to investors
under the federal securities laws as applied to the facts and circumstances of the transaction, but the Remarketing Agent does not guarantee the
accuracy or completeness of such information.
TABLE OF CONTENTS
Page
GENERAL INFORMATION ........................................................................................................................................ 1
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT ........................................................... 3
THE LETTER OF CREDIT .......................................................................................................................................... 3
THE REIMBURSEMENT AGREEMENT ................................................................................................................... 4
REMARKETING AGENT .......................................................................................................................................... 11
TAX EXEMPTION ..................................................................................................................................................... 12
MISCELLANEOUS .................................................................................................................................................... 13

APPENDIX A — PACIFICORP
APPENDIX B — THE BANK OF NOVA SCOTIA
APPENDIX C — OFFICIAL STATEMENT DATED JULY 24, 1990
APPENDIX D — PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX E — FORM OF LETTER OF CREDIT

$70,000,000
SWEETWATER COUNTY, WYOMING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Project)
Series 1990A

GENERAL INFORMATION
THIS SUPPLEMENT TO OFFICIAL STATEMENT DOES NOT CONTAIN
COMPLETE DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION
WHICH IS SET FORTH IN THE OFFICIAL STATEMENT DATED JULY 24, 1990, A
COPY OF WHICH IS ATTACHED HERETO AS APPENDIX C (THE “ORIGINAL
OFFICIAL STATEMENT” AND, TOGETHER WITH THIS SUPPLEMENT TO
OFFICIAL STATEMENT, THE “OFFICIAL STATEMENT”), EXCEPT WHERE
THERE HAS BEEN A CHANGE IN THE DOCUMENTS OR MORE RECENT
INFORMATION SINCE THE DATE OF THE ORIGINAL OFFICIAL STATEMENT.
THIS SUPPLEMENT TO OFFICIAL STATEMENT SHOULD THEREFORE BE
READ ONLY IN CONJUNCTION WITH THE ORIGINAL OFFICIAL STATEMENT.
This Supplement to Official Statement is provided to furnish certain information with
respect to the reoffering of the Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1990A (the “Bonds”) currently outstanding in the aggregate principal amount of
$70,000,000, issued by Sweetwater County, Wyoming (the “Issuer”).
The Bonds were issued pursuant to a Trust Indenture, dated as of July 1, 1990 (the
“Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as Trustee (the “Trustee”). The
proceeds from the sale of the Bonds were loaned to PacifiCorp (the “Company”) pursuant to the
terms of a Loan Agreement dated as of July 1, 1990 (the “Agreement”), between the Issuer and
the Company. Under the Agreement, the Company is unconditionally obligated to pay amounts
sufficient to provide for payment of the principal of, premium, if any, and interest on the Bonds
(the “Loan Payments”) and for payment of the purchase price of the Bonds. The proceeds of the
Bonds, together with certain other moneys of the Company, were used for the purposes set forth
in the Original Official Statement.
The Bonds, together with premium, if any, and interest thereon, are limited and not
general, obligations of the Issuer not constituting or giving rise to a pecuniary liability of
the Issuer nor any charge against its general credit or taxing powers nor an indebtedness of
or a loan of credit thereof, shall be payable solely from the Revenues (as defined in the
Indenture and which includes moneys drawn under the Letter of Credit) and other moneys
pledged therefor under the Indenture, and shall be a valid claim of the holders thereof only
against the Bond Fund (as defined in the Indenture), Revenues and other moneys held by
the Trustee as part of the Trust Estate (as defined in the Indenture). The Issuer shall not
be obligated to pay the purchase price of any of the Bonds from any source.

2
No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement contained in the Indenture, against any past, present or future
officer or employee of the Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of
and in consideration for the execution of the Indenture and the issuance of the Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the Letter of Credit, dated May 16, 2012 (the “Existing Letter of Credit”) and issued by Barclays
Bank PLC, New York Branch (the “Prior Bank”), with respect to the Bonds, which has
supported payment of the principal, interest and purchase price of the Bonds since the date the
Existing Letter of Credit was issued. Pursuant to the Indenture, the Company has elected to
replace the Existing Letter of Credit with an Irrevocable Transferrable Direct Pay Letter of
Credit (the “Letter of Credit”) to be issued by The Bank of Nova Scotia, a bank organized under
the laws of Canada, acting through its New York Agency (the “Bank”). The Letter of Credit will
be delivered to the Trustee on March 26, 2013 (the “Effective Date”) and, after such date, the
Bonds will not have the benefit of the Existing Letter of Credit.
With respect to the Bonds, the Trustee will be entitled to draw under the Letter of Credit
up to (a) an amount sufficient to pay (i) the outstanding unpaid principal amount of the Bonds or
(ii) the portion of the purchase price of such Bonds corresponding to such unpaid principal
amount plus (b) an amount sufficient to pay (i) up to 65 days’ accrued interest on the Bonds
(calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the Bonds corresponding to such accrued interest. The
Letter of Credit will only be available to be drawn on with respect to related Bonds bearing
interest at a rate other than a Term Interest Rate (as defined in the Indenture).
After the date of delivery of the Letter of Credit, the Company is permitted under the
Agreements and the Indenture to provide a substitute letter of credit (the “Substitute Letter of
Credit”), which is issued by the same Bank that issued the then existing Letter of Credit and
which is identical to such Letter of Credit except for (i) an increase or decrease in the Interest
Coverage Rate (as defined in the Indenture), (ii) an increase or decrease in the Interest Coverage
Period (as defined in the Indenture) or (iii) any combination of (i) and (ii). As used hereafter,
“Letter of Credit” shall, unless the context otherwise requires, mean such Substitute Letter of
Credit from and after the issuance date thereof. The Company also is permitted under the
Agreement and Indenture to provide for the delivery of an alternate credit facility, including a
letter of credit of a commercial bank or a credit facility from a financial institution, or any other
credit support agreement or mechanism arranged by the Company (which may involve a letter of
credit or other credit facility or first mortgage bonds of the Company or an insurance policy), the
administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. See “THE LETTER OF CREDIT” and the Official Statement
under the caption “THE BONDS —Purchase of Bonds.”

3
Prior to the delivery of the Letter of Credit, the Bonds were bearing interest at a Weekly
Interest Rate. Following the delivery of the Letter of Credit, the Bonds will continue to bear
interest at a Weekly Interest Rate; subject to the right of the Company to cause the interest rate
on the Bonds to be converted to other interest rate determination methods as described in the
Official Statement.
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof.
Brief descriptions of the Issuer, the Bonds, the Letter of Credit, the Reimbursement
Agreement, the Agreement and the Indenture are included in this Supplement to Official
Statement, including the Original Official Statement attached as Appendix C hereto. Information
regarding the business, properties and financial condition of the Company is included in
Appendix A attached hereto. A brief description of the Bank is included as Appendix B hereto.
The descriptions herein of the Agreement, the Indenture, the Letter of Credit and the
Reimbursement Agreement are qualified in their entirety by reference to such documents, and
the descriptions herein of the Bonds are qualified in their entirety by reference to the forms
thereof and the information with respect thereto included in the aforesaid documents. All such
descriptions are further qualified in their entirety by reference to laws and principles of equity
relating to or affecting the enforcement of creditors’ rights generally. Copies of such documents
may be obtained from the principal corporate trust office of the Trustee in Chicago, Illinois and
at the principal offices of the Remarketing Agent in New York, New York. The letter of credit
described in the Original Official Statement is no longer in effect and the information in the
Original Official Statement with respect thereto should be disregarded.
THE LETTER OF CREDIT AND THE REIMBURSEMENT AGREEMENT
The following is a brief summary of certain provisions of the Replacement Letter of
Credit and that certain Letter of Credit and Reimbursement Agreement, dated March 26,
2013, as amended and supplemented, between the Company and The Bank of Nova Scotia
(together with all related documents, the “Reimbursement Agreement”). This summary is not a
complete recital of the terms of the Replacement Letter of Credit or the Reimbursement
Agreement and reference is made to the Replacement Letter of Credit or the Reimbursement
Agreement, as applicable, in its entirety.
THE LETTER OF CREDIT
The Replacement Letter of Credit will be an irrevocable direct pay obligation of the Bank
to pay to the Trustee, upon request and in accordance with the terms thereof, up to (a) an amount
sufficient to pay (i) the outstanding unpaid principal amount of the applicable Bonds or (ii) the
portion of the purchase price of such Bonds corresponding to such unpaid principal amount plus
(b) an amount sufficient to pay (i) up to 65 days’ accrued interest on such Bonds (in each case
calculated at the maximum rate of 12% per annum and on the basis of a year of 365 days) or
(ii) the portion of the purchase price of the applicable Bonds corresponding to such accrued
interest. The Replacement Letter of Credit will only be available to be drawn while the Bonds
bear interest at a rate other than a term interest rate pursuant to the Indenture. The Replacement
Letter of Credit will be substantially in the form attached hereto as Appendix E. The
Replacement Letter of Credit will be issued pursuant to a Letter of Credit Reimbursement

4
Agreement, dated March 26, 2013 (the “Reimbursement Agreement”), between the Company
and the Bank.
The Bank’s obligation under the Replacement Letter of Credit will be reduced to the
extent of any drawings thereunder. However, with respect to a drawing by the Trustee to enable
the Remarketing Agent or the Trustee to pay the purchase price of the Bonds delivered for
purchase and not remarketed by the Remarketing Agent, such amounts shall be immediately
reinstated upon reimbursement. With respect to a drawing by the Trustee for the payment of
interest only on the Bonds, the amount that may be drawn under the Replacement Letter of
Credit will be automatically reinstated as of the Bank’s close of business in New York,
New York on the ninth (9th) business day following the Bank’s honoring of such drawing by the
amount drawn, unless the Trustee has received notice (a “Non-Reinstatement Notice”) from the
Bank by the ninth (9th) business day following the date of such honoring that there will be no
reinstatement.
Upon an acceleration of the maturity of Bonds due to an event of default under the
Indenture, the Trustee will be entitled to draw on the Replacement Letter of Credit, if it is then in
effect, to the extent of the aggregate principal amount of the Bonds outstanding, plus up to
65 days’ interest accrued and unpaid on the Bonds (less amounts paid in respect of principal or
interest for which the Replacement Letter of Credit has not been reinstated).
The Replacement Letter of Credit shall expire on the earliest of: (a) March 26, 2015 (such
date, as it may be extended as provided in such Replacement Letter of Credit, the “Scheduled
Expiration Date”), (b) four (4) Business Days following the Trustee’s receipt of (i) written notice
from the Bank that an event of default has occurred under the Reimbursement Agreement or
(ii) a Non-Reinstatement Notice, (c) the date that the Trustee informs the Bank that the
conditions for termination of the Replacement Letter of Credit as set forth in the Indenture have
been satisfied and that the Replacement Letter of Credit has terminated in accordance with its
terms, (d) the date that is 15 days after the conversion of the Bonds to a term interest rate and
(e) the date of a final drawing under the Replacement Letter of Credit.
REIMBURSEMENT AGREEMENT
General. The Company has executed and delivered the Reimbursement Agreement
requesting that the Bank issue an irrevocable direct pay letter of credit for the Bonds and
governing the issuance thereof. The Replacement Letter of Credit is issued pursuant to the
Reimbursement Agreement.
Under the Reimbursement Agreement, the Company has agreed to reimburse the Bank
for any drawings under the Replacement Letter of Credit, to pay certain fees and expenses, to
pay interest on any unreimbursed drawings or other amounts unpaid, and to reimburse the Bank
for certain other costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Reimbursement
Agreement, as applicable, that are not otherwise defined in this Supplement will have the
meanings set forth below.

5
“Applicable Law” means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and
orders of all Governmental Authorities, (ii) Governmental Approvals and (iii) orders,
decisions, judgments and decrees of all courts (whether at law or in equity or admiralty)
and arbitrators.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the latest consolidated balance sheet of the
Company and its Consolidated Subsidiaries as of such date of determination.
“Credit Documents” means, with respect to the Replacement Letter of Credit, the
Reimbursement Agreement, Custodian Agreement, Fee Letter (each as defined in the
Reimbursement Agreement) and any and all other instruments and documents executed
and delivered by the Company in connection with any of the foregoing.
“Debt” of any Person means, at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than trade payables incurred in the ordinary
course of such Person’s business), (c) all obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all obligations of such Person as
lessee under leases that have been, in accordance with GAAP, recorded as capital leases,
(e) all obligations of such Person in respect of reimbursement agreements with respect to
acceptances, letters of credit (other than trade letters of credit) or similar extensions of
credit and (f) all guaranties.
“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in
effect from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business
(whether or not incorporated) that is considered to be a single employer with such entity
within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of
ERISA with respect to a Pension Plan; (b) the failure to make a required contribution to
any Pension Plan that would result in the imposition of a lien or other encumbrance or the
provision of security under the Internal Revenue Code (the “Code”) or ERISA, or there
being or arising any “unpaid minimum required contribution” or “accumulated funding
deficiency” (as defined or otherwise set forth in Code or ERISA), whether or not waived,
or the filing of any request for or receipt of a minimum funding waiver under the Internal
Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status
under ERISA; (c) the filing of a notice of intent to terminate, or the termination of any
Pension Plan under certain provisions of ERISA; (d) the institution of proceedings, or the
occurrence of an event or condition that would reasonably be expected to constitute
grounds for the institution of proceedings by the PBGC, under certain provisions of

6
ERISA, for the termination of, or the appointment of a trustee to administer, any Pension
Plan; (e) the complete or partial withdrawal of the Company or any of its ERISA
Affiliates from a Multiemployer Plan, the reorganization or insolvency under ERISA of
any Multiemployer Plan, or the receipt by the Company or any of its ERISA Affiliates of
any notice that a Multiemployer Plan is in endangered or critical status under certain
provisions of ERISA; (f) the failure by the Company or any of its ERISA Affiliates to
comply with ERISA or the related provisions of the Code with respect to any Pension
Plan; (g) the Company or any of its ERISA Affiliates incurring any liability under certain
provisions of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under ERISA) or (h) the failure by the Company or any of its Subsidiaries to
comply with Applicable Law with respect to any Foreign Plan.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or
other employee benefit plan, program or arrangement (other than a Pension Plan or a
Multiemployer Plan) maintained by any Subsidiary of the Company that, under
applicable local foreign law, is required to be funded through a trust or other funding
vehicle.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental
Authority.
“Governmental Authority” means the government of the United States of America
or any other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).
“Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.
“Material Adverse Effect” means a material adverse effect on (a) on the business,
operations, properties, financial condition, assets or liabilities (including, without
limitation, contingent liabilities) of the Company and its Subsidiaries, taken as a whole,
(b) the ability of the Company to perform its obligations under any Credit Document or
any Related Document to which the Company is a party or (c) the ability of the Bank to
enforce its rights under any Credit Document or any Related Document to which the
Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to
which (x) the Company’s percentage ownership interest multiplied by (y) the book value
of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company.

7
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may
be an obligation to contribute of) the Company or any of its ERISA Affiliates or with
respect to which the Company or any of its ERISA Affiliates has, or could reasonably be
expected to have, any liability.
“Pension Plan” means any “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) (other than a Multiemployer Plan), subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, maintained or
contributed to by the Company or any of its ERISA Affiliates or to which the Company
or any of its ERISA Affiliates has or may have an obligation to contribute (or is deemed
under Section 4069 of ERISA to have maintained or contributed to or to have had an
obligation to contribute to, or otherwise to have liability with respect to) such plan.
“Person” means an individual, partnership, corporation (including, without
limitation, a business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the
Replacement Letter of Credit in connection with a tender drawing under such
Replacement Letter of Credit and owned or held by the Company or an affiliate of the
Company or by the Trustee and pledged to the Bank pursuant to the Custodian
Agreement.
“Rating Decline” means the occurrence of the following on, or within 90 days
after, the earlier of (a) the occurrence of a Change of Control (as defined below) and
(b) the earlier of (x) the date of public notice of the occurrence of a Change of Control
and (y) the date of the public notice of the Company’s (or its direct or indirect parent
company’s) intention to effect a Change of Control, which 90-day period will be
extended so long as the S&P Rating or Moody’s Rating is under publicly announced
consideration for possible downgrading by S&P or Moody’s, as applicable: the S&P
Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” means the obligation of the Company under the
Reimbursement Agreement to reimburse the Bank for the full amount of each payment
by the Bank under the Replacement Letter of Credit, including, without limitation,
amounts in respect of any reinstatement of interest on the Bonds at the election of the
Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds.
“Related Documents” means, with regard to the Replacement Letter of Credit, the
Bonds, the Indenture, the Loan Agreement (as defined in the Reimbursement
Agreement), the Remarketing Agreement (as defined in the Reimbursement Agreement)
and the Custodian Agreement.

8
“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of
the board of directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency), (b) the interest in the capital or profits of such
limited liability company, partnership or joint venture or (c) the beneficial interest in such
trust or estate is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more of its other Subsidiaries or by one or more of such Person’s
other Subsidiaries.
Events of Default. Any one or more of the following events (whether voluntary or
involuntary) constitute an event of default (an “Event of Default”) under the Reimbursement
Agreement:
(a) (i) Any principal of any Reimbursement Obligation is not paid when due
and payable or (ii) any interest on any Reimbursement Obligation or any fees or other
amounts payable under the Reimbursement Agreement or under any other Credit
Document is not paid within five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company in the
Reimbursement Agreement or by the Company (or any of its officers) in any Credit
Document or in connection with any Related Document or any document delivered
pursuant to such documents proves to have been incorrect in any material respect when
made; or
(c) (i) The Company fails to (A) preserve, and to cause its Material
Subsidiaries to preserve, their corporate, partnership or limited liability company
existence, (B) cause all Bonds that it acquires to be registered in accordance with the
Indenture and the Custodian Agreement in the name of the Company or its nominee,
(C) maintain a required debt to capitalization ratio or (D) observe certain covenants
relating to restrictions on liens, mergers, asset sales, use of proceeds, optional redemption
of the Bonds, amendments to the Indenture and amendments to the Official Statement (as
defined in the related Reimbursement Agreement), all in accordance with the
Reimbursement Agreement or (ii) the Company fails to perform or observe any other
term, covenant or agreement contained in the Reimbursement Agreement or any other
Credit Document or Related Document on its part to be performed or observed if such
failure remains unremedied for 30 days after written notice has been given to the
Company by the Bank; or
(d) Any material provision of the Reimbursement Agreement or any other
Credit Document or Related Document to which the Company is a party shall at any time
and for any reason cease to be valid and binding upon the Company, except pursuant to
the terms thereof, or is declared to be null and void, or the validity or enforceability is
contested in any manner by the Company or any Governmental Authority, or the
Company denies in any manner that it has any or further liability or obligation under the

9
Reimbursement Agreement or any other Credit Document or Related Document to which
the Company is a party; or
(e) The Company or any Material Subsidiary fails to pay any principal of or
premium or interest on any Debt (other than Debt under the Reimbursement Agreement)
that is outstanding in a principal amount in excess of $100,000,000 in the aggregate when
due and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure continues after any applicable grace period
specified in the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any such
Debt and shall continue after any applicable grace period, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of
$100,000,000 to the extent not paid or insured shall be rendered against the Company or
any Material Subsidiary and either (i) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts
as they become due, or admits in writing its inability to pay its debts generally, or makes
a general assignment for the benefit of creditors; or any proceeding is instituted by or
against the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official for it or for
any substantial part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the appointment
of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Company or any Material Subsidiary shall take any
corporate action to authorize any of the actions set forth above in this paragraph; or
(h) An ERISA Event has occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a
Material Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least
50% of the issued and outstanding shares of common stock of the Company, calculated
on a fully diluted basis or (ii) MidAmerican Energy Holdings Company shall fail to own,
directly or indirectly, at least 80% of the issued and outstanding shares of common stock

10
of the Company, calculated on a fully diluted basis (each, a “Change of Control”);
provided that, in each case, such failure shall not constitute an Event of Default unless
and until a Rating Decline has occurred;
(j) Any “Event of Default” under and as defined in the Indenture shall have
occurred and be continuing; or
(k) Any approval or order of any Governmental Authority related to any
Credit Document or any Related Document shall be (i) rescinded, revoked or set aside or
otherwise cease to remain in full force and effect or (ii) modified in any manner that, in
the opinion of the Bank, could reasonably be expected to have a material adverse effect
on (A) the business, assets, operations, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, (B) the legality, validity or
enforceability of any of the Credit Documents or the Related Documents to which the
Company is a party, or the rights, remedies and benefits available to the parties
thereunder or (C) the ability of the Company to perform its obligations under the Credit
Documents or the Related Documents to which the Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental
Authority shall occur which has the effect of making the transactions contemplated by the
Credit Documents or the Related Documents unauthorized, illegal or otherwise contrary
to Applicable Law; or
(m) The Custodian Agreement after delivery under the Reimbursement
Agreement, except to the extent permitted by the terms thereof, fails or ceases to create
valid and perfected Liens in any of the collateral purported to be covered thereby, subject
to certain cure rights.
Remedies. If an Event of Default occurs under a Reimbursement Agreement and is
continuing, the Bank may (a) by notice to the Company, declare the obligation of the Bank to
issue the Replacement Letter of Credit to be terminated, (b) give notice to the Trustee (i) under
the Indenture that such Replacement Letter of Credit will not be reinstated following a drawing
for the payment of interest on the Bonds and/or (ii) under the Indenture of such Event of Default,
and to declare the principal of all Bonds then outstanding to be immediately due and payable,
(c) declare the principal amount of all Reimbursement Obligations, all interest thereon and all
other amounts payable under the Reimbursement Agreement or any other Credit Document to be
forthwith due and payable, which will cause all such principal, interest and all such other
amounts to become due and payable, without presentment, demand, protest, or further notice of
any kind, all of which are expressly waived by the Company and (d) in addition to other rights
and remedies provided for in the Reimbursement Agreement or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in
subpart (g) or (i) under the heading “Events of Default,” above, shall have occurred,
automatically, (x) the obligation of the Bank under the Reimbursement Agreement to issue the
Replacement Letter of Credit shall terminate, and (y) all Reimbursement Obligations, all interest
thereon and all other amounts payable under the Reimbursement Agreement or under any other

11
Credit Document will become due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are expressly waived by the Company.
REMARKETING AGENT
General. Citigroup Global Markets Inc. (the “Remarketing Agent”), will continue as
remarketing agent for the Bonds. Subject to certain conditions, the Remarketing Agent has
agreed to determine the rates of interest on the Bonds and use its best efforts to remarket all
tendered Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.
Special Considerations. The Remarketing Agent is Paid by the Company. The
Remarketing Agent’s responsibilities include determining the interest rate from time to time and
remarketing Bonds that are optionally or mandatorily tendered by the owners thereof (subject, in
each case, to the terms of the Indentures and the Remarketing Agreement), all as further
described in this Supplement. The Remarketing Agent is appointed by the Company and paid by
the Company for its services. As a result, the interests of the Remarketing Agent may differ
from those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Account. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own account. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own account and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to each Indenture and Remarketing Agreement, the Remarketing
Agent is required to determine the applicable rate of interest that, in its judgment, is the lowest
rate that would permit the sale of the Bonds bearing interest at the applicable interest rate at par
plus accrued interest, if any, on and as of the applicable interest rate determination date. The
interest rate will reflect, among other factors, the level of market demand for the Bonds

12
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances, the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
TAX EXEMPTION
The opinion of Chapman and Cutler delivered on July 25, 1990 stated that, subject to
compliance by the Company and the Issuer with certain covenants made to satisfy pertinent
requirements of the Internal Revenue Code of 1954, as amended, and the Internal Revenue Code
of 1986, under then-existing law, interest on the Bonds is not includible in gross income of the
owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the related project or
facilities or any person considered to be related to such person (within the meaning of
Section 103(b)(13) of the Internal Revenue Code of 1954), and the interest on the Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals
and corporations (because the Prior Bonds were issued prior to August 8, 1986). Such interest
will be taken into account, however, in computing an adjustment used in determining the
alternative minimum tax for certain corporations. As indicated in such opinions, the failure to
comply with certain of such covenants of the applicable Issuer and the Company could cause the
interest on the Bonds to be included in gross income retroactive to the date of issuance of the
Bonds. Chapman and Cutler LLP (“Bond Counsel”) has made no independent investigation to
confirm that such covenants have been complied with.
Bond Counsel will deliver an opinion for the Bonds in connection with delivery of the
Letter of Credit, in substantially the form attached hereto as Appendix D, to the effect that the
delivery of the Letter of Credit (i) is authorized under and complies with the terms of the
Agreement and (ii) will not impair the validity under the Act of the Bonds or will not cause the

13
interest on the Bonds to become includible in the gross income of the Owners thereof for federal
income tax purposes. Except as necessary to render the foregoing opinions, Bond Counsel has
not reviewed any factual or legal matters relating to its opinion dated July 25, 1990 subsequent to
its issuance other than with respect to the Company in connection with (a) the delivery of an
Irrevocable Transferrable Direct Pay Letter of Credit, described in its opinion dated as of
July 19, 2000, (b) delivery of an earlier Letter of Credit, described in its opinion dated
September 15, 2004, (c) delivery of an amendment to such earlier Letter of Credit, described in
its opinion dated November 30, 2005, (d) delivery of the Existing Letter of Credit, described in
its opinion dated May 16, 2012 and (e) delivery of the Letter of Credit described herein. The
opinion delivered in connection with delivery of the Letter of Credit is not to be interpreted as a
reissuance of the original approving opinion as of the date of this Supplement to Official
Statement.
Ownership of the Bonds may result in collateral federal income tax consequences to
certain taxpayers, including, without limitation, corporations subject to either the environmental
tax or the branch profits tax, financial institutions, certain insurance companies, certain
S Corporations, individual recipients of Social Security or Railroad Retirement benefits and
taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry
tax-exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as
to applicability of any such collateral consequences.
MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS
NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS
SUPPLEMENT TO OFFICIAL STATEMENT.

A-1

APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both

A-2

purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.

A-3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement to
Official Statement (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

[This Page Intentionally Left Blank]

APPENDIX B

THE BANK OF NOVA SCOTIA
The following information concerning The Bank of Nova Scotia (“Scotiabank” or the
“Bank”) has been provided by representatives of the Bank and has not been independently
confirmed or verified by the Issuer, the Company or any other party. No representation is made
by the Company or the Issuer as to the accuracy, completeness or adequacy of such information
and no representation is made as to the absence of material adverse changes in such information
subsequent to the date hereof, or that the information contained or incorporated herein by
reference is correct as of any time subsequent to its date.
The Bank of Nova Scotia, founded in 1832, is a Canadian chartered bank with its
principal office located in Toronto, Ontario. Scotiabank is one of North America’s premier
financial institutions and Canada’s most international bank. With over 81,000 employees,
Scotiabank and its affiliates serve over 19 million customers in more than 55 countries around
the world. Scotiabank provides a full range of personal, commercial, corporate and investment
banking services through its network of branches located in all Canadian provinces and
territories. Outside Canada, Scotiabank has branches and offices in over 55 countries and
provides a wide range of banking and related financial services, both directly and through
subsidiary and associated banks, trust companies and other financial firms. For the fiscal year
ended October 31, 2012, Scotiabank recorded total assets of CDN$668.04 billion
(US$668.04 billion) and total deposits of CDN$463.61 billion (US$463.61 billion). Net income
for the fiscal year ended October 31, 2012 equaled CDN$6.243 billion (US$6.243 billion),
compared to CDN$5.268 billion (US$5.268 billion) for the prior fiscal year. Scotiabank has the
third highest composite credit rating among global banks by Moody’s (Aa2) and S&P (A+).
The Bank is responsible only for the information contained in this Appendix to the
Official Statement and did not participate in the preparation of, or in any way verify the
information contained in, any other part of the Official Statement. Accordingly, the Bank
assumes no responsibility for and makes no representation or warranty as to the accuracy or
completeness of information contained in any other part of the Official Statement.

The information contained in this Appendix relates to and has been obtained from
Scotiabank. The delivery of the Official Statement shall not create any implication that there has
been no change in the affairs of The Bank of Nova Scotia since the date hereof, or that the
information contained or referred to in this Appendix is correct as of any time subsequent to its
date.
APPENDIX C
OFFICIAL STATEMENT DATED JULY 24, 1990

4814-9063-3491.6
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL

D-1
APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED THE EFFECTIVE DATE]
The Bank of New York Mellon PacifiCorp
Trust Company, N.A., 825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602

Sweetwater County, Wyoming
County Courthouse
50 East Flaming Gorge Way
Green River, Wyoming 82935
Re: $70,000,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1990A (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of July 1, 1990 (the “Loan Agreement”), between Sweetwater County
Wyoming (the “Issuer”) and PacifiCorp (the “Company”). Prior to the date hereof, payment of
principal and purchase price of and interest on the Bonds was secured by a credit facility issued
by Barclays Bank PLC, New York Branch (the “Existing Letter of Credit”). On the date hereof,
the Company desires to deliver a Letter of Credit (the “Letter of Credit”) to be issued by The
Bank of Nova Scotia, New York Agency (the “Bank”), for the benefit of the Trustee (defined
below).
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of July 1,
1990 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust Company,
N.A., as successor trustee (the “Trustee”) and related documents, and upon representations,
including regarding the consent of the Owners, made to us without undertaking to verify the
same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-2
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit will not impair the validity under the
Act of the Bonds and will not cause interest on the Bonds to become includible in the
gross income of the owners thereof for federal income tax purposes.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with (a) the delivery of an Irrevocable Letter of Credit, described in our
opinion dated as of July 19, 2000, (b) the delivery of an Irrevocable Transferrable Direct Pay
Letter of Credit, described in our opinion dated September 15, 2004, (c) the delivery of the
amendment to an earlier Letter of Credit, described in our opinion dated November 30, 2005, (d)
the delivery of the Existing Letter of Credit, described in our opinion dated May 16, 2012 and (e)
the delivery of the Letter of Credit described herein. Accordingly, we do not express any
opinion with respect to the Bonds, except as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

4814-9063-3491.6
APPENDIX E

FORM OF LETTER OF CREDIT

20317628
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
[__________]

Date: March 26, 2013

Amount: USD 71,495,891.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of July 1, 1990 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 70,000,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1990A (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a rate other than a term interest rate pursuant to the Indenture. This Letter of
Credit is in the total amount of USD 71,495,891.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
2

the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a term interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 71,495,891.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 70,000,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 1,495,891.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04
or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
3

amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us no later than the ninth business day following the date of such
honoring that there shall be no such reinstatement
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 65 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: [ ] and [ ], or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
4

written notice delivered to you at least 15 days prior to the applicable date of Drawing): [ ] or [
], but such telephonic notice shall not be a condition to a Drawing hereunder. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (New York City time), on a business day on or before the Cancellation Date,
we will honor such Drawing(s) at or before 2:30 P.M. (New York City time), on the same
business day, in accordance with your payment instructions; provided, however, that you will use
your best efforts to give us telephonic notification of any such pending presentation to the
telephone numbers designated above, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04 or 3.14 of the Indenture, at or before 12:00 noon (New York
City time) on the next preceding business day. If we receive your certificate(s) at such office, all
in strict conformity with the terms and conditions of this Letter of Credit (i) after 3:00 P.M.
(New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 P.M. (New York City time)
on the next succeeding business day. Payment under this Letter of Credit will be made by wire
transfer of Federal Funds to your account with any bank that is a member of the Federal Reserve
System. All payments made by us under this Letter of Credit will be made with our own funds
and not with any funds of the Company, its affiliates or the Issuer. As used herein, “business
day” means a day except a Saturday, Sunday or other day (i) on which banking institutions in the
city or cities in which the designated office under the Indenture of the Trustee, the remarketing
agent under the Indenture or the paying agent under the Indenture or the office of the Bank
which will honor draws upon this Letter of Credit are located are required or authorized by law
or executive order to close or are closed, or (ii) on which the New York Stock Exchange, the
Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
5

This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in accordance
with its terms. The original of the Letter of Credit, together with all amendments, is
returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 65 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
[__________] (the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. [__________] (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
term interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:

EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No. [__________]

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of July 1, 1990 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
2

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO. [__________]
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
[__________] as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

SUPPLEMENT,DATED MARCH 22,2013,TO SUPPLEMENT,DATED MARCH 18,2013,TO
REOFFERING CIRCULAR,DATED SEPTEMBER 15,2010
Relating to
DELIVERY OF ALTERNATE CREDIT FACILITY
$38,125,000
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PacifiCorp Projects)
$22,485,000
Converse County, Wyoming
Series 1992
Due: December 1, 2020
(CUSIP 212491 AN41)
$9,335,000
Sweetwater County, Wyoming
Series 1992A
Due: December 1, 2020
(CUSIP 870487 CH61)
$6,305,000
Sweetwater County, Wyoming
Series 1992B
Due: December 1, 2020
(CUSIP 870487 CJ21)
This Supplement (the “Supplement”) modifies, amends and supplements certain
information contained in the Supplement to Reoffering Circular (the “Original Supplement”),
dated March 18, 2013, relating to the above-captioned bonds (collectively, the “Bonds”). This
Supplement incorporates by this reference the Original Supplement and shall be deemed to be a
part of the Original Supplement, except as the Original Supplement is specifically modified,
amended or supplemented hereby. All capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Original Supplement.
The second sentence of the fifth paragraph of text on the cover page of the Original
Supplement is hereby modified, amended and supplemented to read as follows:
“The Bonds bearing interest at a Weekly Interest Rate are issuable as fully registered Bonds
without coupons, initially in the denomination of $100,000 and integral multiples of $100,000 in
excess thereof (provided that one Bond need not be in a multiple of $100,000 but may be in such
denomination greater than $100,000 as is necessary to account for any principal amount of the
Bonds not corresponding directly with $100,000 denominations).”
This Supplement is dated March 22, 2013.
1 Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The
McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP
Service. CUSIP numbers are provided for convenience of reference only. None of the applicable Issuers, the Company or the Remarketing
Agent takes any responsibility for the accuracy of such numbers.

SUPPLEMENT DATED MARCH 27, 2013 TO REOFFERING CIRCULAR DATED NOVEMBER 11, 2008
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
(CUSIP 140890 AD61) (CUSIP 212491 AM6*) (CUSIP 291147 CE4*)

(CUSIP 533485 AZ1*) (CUSIP 607874 CM4*) (CUSIP 870487 CF0*)
This Supplement amends and supplements the accompanying Reoffering Circular dated November 11, 2008 (the
“Reoffering Circular”) with respect to the above-captioned bond issues (respectively, the “Carbon Bonds,” the “Converse
Bonds,” the “Emery Bonds,” the “Lincoln Bonds,” the “Moffat Bonds” and the “Sweetwater Bonds,” and, collectively,
the “Bonds”).
Effective March 27, 2013, the Letters of Credit will be extended in accordance with their terms to and will expire
on March 27, 2015, except that the Letter of Credit for the Moffat Bonds will not be extended and will expire on
November 19, 2013. The Letters of Credit will not be amended or otherwise changed except to effect such extensions. On
March 27, 2013, the Company will transfer its obligations in respect of each Letter of Credit and related Letter of Credit
Agreement from the $800,000,000 Amended and Restated Credit Agreement dated July 6, 2006 (as amended by the First
Amendment dated April 15, 2009 and the Second Amendment dated as of January 6, 2012) among the Company, the
financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Royal Bank of
Scotland plc, as Syndication Agent, to which the Company previously transferred its obligations from the 2007 Credit
Agreement described under “THE LETTERS OF CREDIT AND THE CREDIT AGREEMENTS—Credit Agreements” in
the Reoffering Circular, to the $600,000,000 Credit Agreement dated as of March 27, 2013 among the Company, the
initial lenders and letter of credit issuers named therein and JPMorgan Chase Bank, N.A., as administrative agent and as
swingline lender (the “2013 Credit Agreement”). The Letter of Credit Agreements will be amended effective March 27,
2013 to reflect the transfer of the Company’s obligations thereunder to the 2013 Credit Agreement. From and after
March 27, 2013, the term “Credit Agreement” in the Reoffering Circular shall mean and refer to the 2013 Credit
Agreement, and the term “Letter of Credit Agreement” shall mean and refer to the Letter of Credit Agreements as so
amended.
Descriptions of PacifiCorp and of Wells Fargo Bank, National Association are attached as Appendices A and B,
respectively, to the Reoffering Circular in lieu of the original Appendices A and B.
Each Remarketing Agent has provided the following sentence (but only with respect to the Bonds for which it is
Remarketing Agent) for inclusion in this Supplement: The Remarketing Agent has reviewed the information in this
Supplement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied
to the facts and circumstances of the transaction, but the Remarketing Agent does not guarantee the accuracy or
completeness of such information. Wells Fargo Bank, National Association has provided the following sentence with
respect to the Emery Bonds: Wells Fargo Bank, National Association is serving as both remarketing agent and letter of
credit provider for the Emery Bonds.
The Company has approved this Supplement for distribution by the Remarketing Agents to current Bondholders
and potential purchasers of the Bonds. THE ISSUERS MAKE NO REPRESENTATION WITH RESPECT TO AND
HAVE NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS SUPPLEMENT.
Merrill Lynch, Pierce, Fenner &
Smith Inc.
Morgan Stanley Wells Fargo Bank, National
Association

1 Copyright, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The
McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service.
CUSIP numbers are provided for convenience of reference only. None of the Issuers, the Company or the Remarketing Agents take any
responsibility for the accuracy of such numbers.
NOT NEW ISSUES
Book-Entry Only
The opinions of Chapman and Cutler, Bond Counsel, delivered on November 17, 1994, state that, subject to compliance by the Company and the
Issuers with certain covenants, in the opinion of Chapman and Cutler, Bond Counsel, under then existing law (a) interest on the Bonds is not includible in
gross income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which such Bond is owned by a
person who is a substantial user of the Facilities or any person considered to be related to such person (within the meaning of Section 103(b)(13) of the
Internal Revenue Code of 1954, as amended), and (b) interest on the Bonds is not treated as an item of tax preference in computing the alternative minimum
tax for individuals and corporations. However, such interest is taken into account in computing the corporate alternative minimum tax. Such opinions of
Bond Counsel were also to the effect that under then existing law (a) interest on the Emery Bonds and Carbon Bonds is exempt from taxes imposed by the
Utah Individual Income Tax Act, (b) the State of Wyoming imposes no income taxes that would be applicable to interest on the Converse Bonds, the Lincoln
Bonds or the Sweetwater Bonds and (c) interest on the Moffat Bonds is not included in Colorado taxable income for purposes of the income tax imposed by
the State of Colorado pursuant to Article 22 of Title 39 of the Colorado Revised Statutes, as amended. Such opinions have not been updated as of the date
hereof. See “TAX EXEMPTION” herein for a more complete discussion.
COMPOSITE REOFFERING
$216,470,000
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
Dated: Original Date of Delivery Due: See Inside Cover
The Bonds of each issue described in this Reoffering Circular are limited obligations of the respective Issuers and, except to the extent payable
from Bond proceeds and certain other moneys pledged therefor, are payable solely from and secured by a pledge of payments to be made under separate
Loan Agreements entered into by the respective Issuers with, and secured by First Mortgage Bonds issued by,
PacifiCorp
On November 19, 2008, the Bonds of each issue will be remarketed and will bear interest at a Weekly Interest Rate payable the first Business
Day of each month commencing December 1, 2008. The initial Weekly Interest Rate and each subsequent Weekly Interest Rate to be borne by the each
issue of the Bonds will be determined by the applicable Remarketing Agent. Thereafter, the interest rate on the Bonds may be changed from time to time to
Daily, Weekly, Flexible or Term Interest Rates, designated and determined as described herein. The Bonds are subject to purchase at the option of the
owners thereof and, under certain circumstances, are subject to mandatory purchase in the manner and at the times described herein. The Bonds are subject
to optional and mandatory redemption prior to maturity as described herein.
Following the remarketing of the Bonds on November 19, 2008, the payment of the principal of and interest on each issue of the Bonds and the
payment of the purchase price of each issue of the Bonds tendered for purchase and not remarketed will be supported by a separate irrevocable Letter of
Credit issued by Wells Fargo Bank, National Association, to The Bank of New York Mellon Trust Company, N.A., as Trustee, for the benefit of the
registered holders of the related Bonds.
Wells Fargo Bank, National Association
Each Letter of Credit will expire by its terms on November 19, 2009, unless it expires earlier in accordance with its terms. Each Letter of Credit
will be automatically extended to November 19, 2010, unless the Trustee receives notice of the Bank’s election not to extend on or before October 20, 2009.
Each Letter of Credit may be replaced by an Alternate Credit Facility as permitted under the separate Indentures and Loan Agreements. Unless a Letter of
Credit is extended before its scheduled expiration date, the related Bonds will be subject to mandatory tender for purchase prior to such expiration date. THIS
REOFFERING CIRCULAR ONLY PERTAINS TO THE BONDS WHILE THEY ARE SECURED BY THE LETTERS OF CREDIT PROVIDED BY THE BANK.
The Bonds are issuable as fully registered Bonds without coupons and will be registered in the name of Cede & Co., as registered owner and
nominee for The Depository Trust Company, New York, New York. DTC initially will act as securities depository for the Bonds. Only beneficial interests
in book-entry form are being offered. The Bonds are issuable during any Weekly Interest Rate Period in denominations of $100,000 and any integral
multiple thereof (provided that one Bond need not be in a multiple of $100,000 but may be in such denomination greater than $100,000 as is necessary to
account for any principal amount of the Bonds not corresponding directly with $100,000 denominations). So long as Cede & Co. is the registered owner of
the Bonds, as nominee for DTC, the principal of and premium, if any, and interest on the Bonds will be paid by the Trustee directly to DTC, which will, in
turn, remit such amounts to DTC participants for subsequent disbursement to the beneficial owners of the Bonds. See “THE BONDS—Book-Entry System.”
Price 100%
The Bonds of each issue are reoffered by the Remarketing Agents referred to below, subject to withdrawal or modification of the offer without
notice and certain other conditions. At the time of the original issuance and delivery of each issue of the Bonds, Chapman and Cutler, Bond Counsel to the
Company, delivered its opinion as to the legality of such issue of Bonds. Such opinions spoke only as to their respective dates of delivery and will not be
reissued in connection with this reoffering. Certain legal matters in connection with the reoffering will be passed upon by Chapman and Cutler LLP, Bond
Counsel to the Company. Certain legal matters in connection with the remarketing will be passed upon for PacifiCorp by Paul J. Leighton, Esq., counsel to
the Company. Certain legal matters will be passed upon for the Remarketing Agents by King & Spalding LLP. It is expected that delivery of the Bonds will
be made through the facilities of DTC in New York, New York, on or about November 19, 2008.
Banc of America Securities LLC Morgan Stanley
Wells Fargo Brokerage Services, LLC
November 11, 2008
COMPOSITE REOFFERING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
$9,365,000
Carbon County, Utah
Series 1994
Due: November 1, 2024
$8,190,000
Converse County, Wyoming
Series 1994
Due: November 1, 2024
$121,940,000
Emery County, Utah
Series 1994
Due: November 1, 2024
$15,060,000
Lincoln County, Wyoming
Series 1994
Due: November 1, 2024
$40,655,000
Moffat County, Colorado
Series 1994
Due: May 1, 2013
$21,260,000
Sweetwater County,
Wyoming
Series 1994
Due: November 1, 2024
This reoffering is for six issues with separate Issuers and Remarketing Agents in respect of each issue as
follows:
ISSUER AMOUNT REMARKETING AGENT CUSIP
Carbon County $ 9,365,000 Morgan Stanley & Co. Incorporated 140890 AD6
Converse County 8,190,000 Banc of America Securities LLC 212491 AM6
Emery County 121,940,000 Wells Fargo Brokerage Services, LLC 291147 CE4
Lincoln County 15,060,000 Banc of America Securities LLC 533485 AZ1
Moffat County 40,655,000 Morgan Stanley & Co. Incorporated 607874 CM4
Sweetwater County 21,260,000 Morgan Stanley & Co. Incorporated 870487 CF0
No broker, dealer, salesman or other person has been authorized to give any information or to make any
representations other than those contained in this Reoffering Circular in connection with the offering made hereby,
and, if given or made, such information or representations must not be relied upon as having been authorized by
Carbon County, Utah, Converse County, Wyoming, Emery County, Utah, Lincoln County, Wyoming, Moffat
County, Colorado or Sweetwater County, Wyoming (sometimes referred to individually as an “Issuer” and
collectively as the “Issuers”), PacifiCorp, or the Remarketing Agents. Neither the delivery of this Reoffering
Circular nor any sale hereunder shall under any circumstances create any implication that there has been no change
in the affairs of the Issuers or the Company any since the date hereof. This Reoffering Circular does not constitute
an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized, or in which the person
making such offering or solicitation is not qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation. None of the Issuers has assumed or will assume any responsibility as to the accuracy or
completeness of the information in this Reoffering Circular, other than that relating to itself under the caption “THE
ISSUERS.” Upon issuance, the Bonds will not be registered under the Securities Act of 1933, as amended, and will
not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any
other federal state, municipal or other governmental entity will have passed upon the accuracy or adequacy of this
Reoffering Circular or, other than the Issuers, approved the Bonds for sale.
In connection with this offering, the Remarketing Agents may overallot or effect transactions which
stabilize or maintain the market price of the securities offered hereby at a level above that which might otherwise
prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.
- i -
TABLE OF CONTENTS
HEADING PAGE
INTRODUCTORY STATEMENT...............................................................................................................1
THE ISSUERS ......................................................................................................................................6
Carbon County ........................................................................................................................6
Converse County.....................................................................................................................6
Emery County .........................................................................................................................6
Lincoln County .......................................................................................................................7
Moffat County.........................................................................................................................7
Sweetwater County .................................................................................................................7
THE FACILITIES ..................................................................................................................................7
USE OF PROCEEDS ..............................................................................................................................9
THE BoNDS........................................................................................................................................9
General ....................................................................................................................................9
Payment of Principal and Interest .........................................................................................11
Rate Periods ..........................................................................................................................11
Weekly Interest Rate Period .................................................................................................11
Daily Interest Rate Period .....................................................................................................13
Term Interest Rate Period .....................................................................................................14
Flexible Interest Rate Period.................................................................................................17
Determination Conclusive.....................................................................................................19
Rescission of Election...........................................................................................................19
Optional Purchase .................................................................................................................20
Mandatory Purchase..............................................................................................................21
Purchase of Bonds.................................................................................................................23
Remarketing of Bonds ..........................................................................................................24
Optional Redemption of Bonds.............................................................................................24
Extraordinary Optional Redemption of Bonds .....................................................................26
Special Mandatory Redemption of Bonds ............................................................................26
Procedure for and Notice of Redemption .............................................................................27
Special Considerations Relating to the Bonds ......................................................................28
Book-Entry System ...............................................................................................................29
TERMINATION OF BOND INSURANCE..................................................................................................32
THE LETTERS OF CREDIT AND THE CREDIT AGREEMENTS...................................................................32
Letters of Credit ....................................................................................................................33
Credit Agreements ................................................................................................................33
THE LOAN AGREEMENTS ..................................................................................................................38
Issuance of the Bonds; Loan of Proceeds .............................................................................38
Loan Payments; The First Mortgage Bonds .........................................................................39
Payments of Purchase Price ..................................................................................................39
Obligation Absolute ..............................................................................................................40
- ii -
Expenses................................................................................................................................40
Tax Covenants; Tax-Exempt Status of Bonds ......................................................................40
Other Covenants of the Company.........................................................................................40
Letter of Credit; Alternate Credit Facility; Substitute Letter of Credit.................................42
Extension of A Letter of Credit.............................................................................................43
Defaults .................................................................................................................................44
Remedies...............................................................................................................................44
Amendments .........................................................................................................................45
THE INDENTURES..............................................................................................................................45
Pledge and Security...............................................................................................................45
Application of Proceeds of the Bond Fund...........................................................................46
Investment of Funds..............................................................................................................46
Defaults .................................................................................................................................46
Remedies...............................................................................................................................47
Defeasance ............................................................................................................................49
Removal of Trustee...............................................................................................................52
Modifications and Amendments ...........................................................................................52
Amendment of the Loan Agreements ...................................................................................54
THE FIRST MORTGAGE BONDS..........................................................................................................56
General ..................................................................................................................................56
Security and Priority .............................................................................................................57
Release and Substitution of Property ....................................................................................58
Issuance of Additional Company Mortgage Bonds ..............................................................58
Certain Covenants .................................................................................................................59
Dividend Restrictions............................................................................................................59
Foreign Currency Denominated Company Mortgage Bonds ...............................................59
The Company Mortgage Trustee ..........................................................................................60
Modification..........................................................................................................................60
Defaults and Notices Thereof ...............................................................................................60
Voting of the First Mortgage Bonds .....................................................................................61
Defeasance ............................................................................................................................61
LITIGATION......................................................................................................................................62
REMARKETING .................................................................................................................................62
CERTAIN RELATIONSHIPS..................................................................................................................62
TAX EXEMPTION...............................................................................................................................63
Carbon Bonds and Emery Bonds ..........................................................................................63
Converse Bonds, Lincoln Bonds and Sweetwater Bonds .....................................................64
Moffat Bonds ........................................................................................................................65
CERTAIN LEGAL MATTERS ...............................................................................................................66
MISCELLANEOUS..............................................................................................................................66
- iii -
APPENDIX A  —  PACIFICORP
APPENDIX B  —  INFORMATION REGARDING THE BANK
APPENDIX C-1  —  APPROVING OPINION OF BOND COUNSEL—CARBON BONDS
APPENDIX C-2  —  APPROVING OPINION OF BOND COUNSEL—EMERY BONDS
APPENDIX C-3  —  APPROVING OPINION OF BOND COUNSEL—CONVERSE BONDS
APPENDIX C-4  —  APPROVING OPINION OF BOND COUNSEL—LINCOLN BONDS
APPENDIX C-5  —  APPROVING OPINION OF BOND COUNSEL—SWEETWATER BONDS
APPENDIX C-6  —  APPROVING OPINION OF BOND COUNSEL—MOFFAT BONDS
APPENDIX D-1  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CARBON BONDS
APPENDIX D-2  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CONVERSE BONDS
APPENDIX D-3  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR EMERY BONDS
APPENDIX D-4  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR LINCOLN BONDS
APPENDIX D-5  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR MOFFAT BONDS
APPENDIX D-6  —  PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL INDENTURE
AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR SWEETWATER BONDS
APPENDIX E  —  FORM OF LETTER OF CREDIT
[This Page Intentionally Left Blank]
COMPOSITE REOFFERING
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECTS)
SERIES 1994
$9,365,000
Carbon County, Utah
Series 1994
Due: November 1, 2024
$8,190,000
Converse County, Wyoming
Series 1994
Due: November 1, 2024
$121,940,000
Emery County, Utah
Series 1994
Due: November 1, 2024
$15,060,000
Lincoln County, Wyoming
Series 1994
Due: November 1, 2024
$40,655,000
Moffat County, Colorado
Series 1994
Due: May 1, 2013
$21,260,000
Sweetwater County,
Wyoming
Series 1994
Due: November 1, 2024
INTRODUCTORY STATEMENT
This Reoffering Circular, including the Appendices hereto and the documents
incorporated by reference herein, is provided to furnish certain information with respect to the
reoffering by the Issuers of six separate issues of Pollution Control Revenue Refunding Bonds
(PacifiCorp Projects) Series 1994 (collectively, the “Bonds”), as follows:
(a)$9,365,000 principal amount of Carbon County, Utah Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Carbon Bonds”);
(b)$8,190,000 principal amount of Converse County, Wyoming Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Converse
Bonds”);
(c)$121,940,000 principal amount of Emery County, Utah Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Emery Bonds”);
(d)$15,060,000 principal amount of Lincoln County, Wyoming Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Lincoln
Bonds”);
(e)$40,655,000 principal amount of Moffat County, Colorado Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Moffat
Bonds”); and
- 2 -
(f)$21,260,000 principal amount of Sweetwater County, Wyoming Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the “Sweetwater
Bonds”).
The Carbon Bonds, the Converse Bonds, the Emery Bonds, the Lincoln Bonds, the
Moffat Bonds and the Sweetwater Bonds have been issued under separate Trust Indentures dated
as of November 1, 1994 (each a “Trust Indenture” and collectively, the “Trust Indentures”)
between Carbon County, Utah (“Carbon County”), Converse County, Wyoming (“Converse
County”), Emery County, Utah (“Emery County”), Lincoln County, Wyoming (“Lincoln
County”), Moffat County, Colorado (“Moffat County”), and Sweetwater County, Wyoming
(“Sweetwater County”), as applicable (each an “Issuer” and collectively, the “Issuers”), and
The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), each
as amended and restated by a separate First Supplemental Trust Indenture, dated as of October 1,
2008, (each a “First Supplemental Indenture” and collectively, the “First Supplemental
Indentures”), between each of the respective Issuers and the Trustee, and under resolutions of
the governing bodies of the respective Issuers. The Trust Indentures, as amended and restated by
the First Supplemental Indentures, are sometimes referred to herein as the “Indentures.”
Pursuant to separate Loan Agreements between PacifiCorp (the “Company”) and each of the
respective Issuers (each an “Original Loan Agreement” and collectively the “Original Loan
Agreements”), each as amended and restated by a First Supplemental Loan Agreement, dated as
of October 1, 2008, between the Company and each of the respective Issuers (each a “First
Supplemental Loan Agreement” and collectively the “First Supplemental Loan Agreements”),
the respective Issuers have lent the proceeds from the original sale of the Bonds to the Company.
The Original Loan Agreements, as amended and restated by the First Supplemental Loan
Agreements, are sometimes referred to herein as the “Loan Agreements.”
The proceeds of the Bonds were used, together with certain other moneys of the
Company, to refund all of the outstanding (a) $9,365,000 principal amount of Carbon County,
Utah, Pollution Control Revenue Bonds (Utah Power & Light Company Project) Series A of
1974 due February 1, 2004 (the “Prior Carbon Bonds”); (b) $8,190,000 principal amount of
Converse County, Wyoming Collateralized Pollution Control Revenue Bonds (Pacific Power &
Light Company Project) Series 1977 (the “Prior Converse Bonds”); (c) $13,190,000 principal
amount of Emery County, Utah, Pollution Control Revenue Bonds (Utah Power & Light
Company Project) Series A of 1974 due February 1, 2004 (the “Prior Emery 1974 Bonds”); (d)
$50,000,000 principal amount of Emery County, Utah, Pollution Control Revenue Bonds,
6-3/8% Series due November 1, 2006 (Utah Power & Light Company Project) (the “Prior
Emery 6-3/8% Bonds”); (e) $42,000,000 principal amount of Emery County, Utah, Pollution
Control Revenue Bonds, 5.90% Series due April 1, 2008 (Utah Power & Light Company
Project) (the “Prior Emery 5.90% Bonds”); (f) $16,750,000 principal amount of Emery County,
Utah, Pollution Control Revenue Bonds (Utah Power & Light Company Project), 10.70% Series
due September 1, 2014 (the “Prior Emery 10.70% Bonds”); (g) $15,060, 000 principal amount
of Lincoln County, Wyoming, Pollution Control Revenue Bonds (Utah Power & Light Company
Project) Series A of 1974 (the “Prior Lincoln Bonds”); (h) $40,655,000 principal amount of
Moffat County, Colorado, Pollution Control Revenue Bonds, Series 1978 (Colorado-Ute Electric
Association, Inc. Project) (the “Prior Moffat Bonds”); and (i) $21,260,000 principal amount of
Sweetwater County, Wyoming, Taxable Pollution Control Revenue Refunding Bonds
- 3 -
(PacifiCorp Project) Series 1994T (the “Prior Sweetwater 1994T Bonds”). These obligations
have been assumed by the Company as the surviving corporation in its 1989 merger with Utah
Power & Light Company, a Utah corporation, and PacifiCorp, a Maine corporation or, in the
case of the Prior Moffat Bonds, under that certain Assignment and Assumption Agreement,
dated April 15, 1992, between Colorado-Ute Electric Association, Inc. (“Colorado-Ute”) and
the Company.
The Prior Emery 1974 Bonds, the Prior Emery 6-3/8% Bonds, the Prior Emery 5.90%
Bonds and the Prior Emery 10.70% Bonds are hereinafter collectively referred to as the “Prior
Emery Bonds.” The Prior Carbon Bonds, the Prior Converse Bonds, the Prior Emery Bonds, the
Prior Lincoln Bonds, the Prior Moffat Bonds and the Prior Sweetwater 1994T Bonds are
hereinafter collectively referred to as the “Prior Bonds.” The Prior Bonds were issued to
finance various qualifying solid waste disposal facilities and air and water pollution control
facilities as described herein. See “THE FACILITIES.”
In order to secure the Company’s obligation to repay the loans made to it by the Issuers
under the Loan Agreements, the Company has issued and delivered to the Trustee for each issue
its Series 1994-1 First Mortgage and Collateral Trust Bonds (the “First Mortgage Bonds”) in a
principal amount equal to the principal amount of such issue of the Bonds. The First Mortgage
Bonds may be released upon delivery of collateral in substitution for the First Mortgage Bonds
provided that certain conditions are met as described below under “THE L OAN
AGREEMENTS—Loan Payments; The First Mortgage Bonds.” The First Mortgage Bonds were
issued under the Mortgage and Deed of Trust, dated as of January 9, 1989 between the Company
and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Company
Mortgage Trustee”), as supplemented and amended by various supplemental indentures,
including a Tenth Supplemental Indenture dated as of August 1, 1994 (the “Tenth Supplemental
Indenture”), all collectively hereinafter referred to as the “Company Mortgage.” As holder of
the First Mortgage Bonds, the Trustee will, ratably with the holders of all other first mortgage
bonds outstanding under the Company Mortgage, enjoy the benefit of a lien on properties of the
Company. See “THE FIRST M ORTGAGE BONDS—Security” for a description of the properties of
the Company subject to the lien of the Company Mortgage. The Bonds will not otherwise be
secured by a mortgage of, or security interest in, the Facilities (as hereinafter defined). The First
Mortgage Bonds will be registered in the name of and held by the Trustee for the benefit of the
“Owners” of the applicable series of the Bonds and will not be transferable except to a successor
trustee under the Indentures. “Owner” means the registered owner of any Bond; provided,
however, when used in the context of the Tax-Exempt (as hereinafter defined) status of the
Bonds, the term “Owner” includes each actual purchaser of any Bond (“Beneficial Owner”).
The Bonds, together with the premium, if any, and interest thereon, will be limited
obligations and not general obligations of the Issuer thereof. None of the Indentures, the Bonds
or the Loan Agreements constitutes a debt or gives rise to a general obligation or liability of any
of the Issuers or constitutes an indebtedness under any constitutional or statutory debt limitation.
The Bonds of each issue will not constitute or give rise to a pecuniary liability of the Issuer
thereof and will not constitute any charge against such Issuer’s general credit or taxing powers;
nor will the Bonds of an Issuer constitute an indebtedness of or a loan of credit of such Issuer.
The Bonds are payable solely from the receipts and revenues to be received from the Company
- 4 -
as payments under the related Loan Agreements, or otherwise on the First Mortgage Bonds, and
from any other moneys pledged therefor. Such receipts and revenues and all of the Issuers’
rights and interests under the Loan Agreements (except as noted under “TH E
INDENTURES—Pledge and Security” below) are pledged and assigned to the Trustee as security,
equally and ratably, for the payment of the related series of the Bonds. The payments required to
be made by the Company under the Loan Agreements, or otherwise on the First Mortgage
Bonds, will be sufficient, together with other funds available for such purpose, to pay the
principal of and premium, if any, and interest on the related series of the Bonds. Under no
circumstances will any Issuer have any obligation, responsibility or liability with respect to the
Facilities, the Loan Agreements, the Indentures, the Bonds or this Reoffering Circular, except for
the special limited obligation set forth in the Indentures and the Loan Agreements whereby each
series of the Bonds are payable solely from amounts derived from the Company and the
applicable Letter of Credit (or Alternate Credit Facility (as hereinafter defined), as the case may
be). Nothing contained in the Indentures, the Bonds or the Loan Agreements, or in any other
related documents may be construed to require any Issuer to operate, maintain or have any
responsibility with respect to any of the Facilities (as hereinafter defined). The Issuers have no
liability in the event of wrongful disbursement by the Trustee or otherwise. No recourse may be
had against any past, present or future commissioner, officer, employee, official or agent of any
Issuer under the Indentures, the Bonds, the Loan Agreements or any related document. The
Issuers have no responsibility 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.
The Bonds of each issue contain substantially the same terms and provisions as, but will
be entirely separate from, the Bonds of each other issue. The Bonds of one issue will not be
payable from or entitled to any revenues delivered to the Trustee in respect of the Bonds of any
other issue. Redemption of the Bonds of one issue may be made in the manner described below
without redemption of the Bonds of any other issue, and a default in respect of the Bonds of one
issue will not, in and of itself, constitute a default in respect of the Bonds of the other issues;
however, the same occurrence may constitute a default with respect to the Bonds of more than
one issue.
Each issue of the Bonds will be supported by a separate irrevocable Letter of Credit (each
a “Letter of Credit” and, collectively, the “Letters of Credit”) to be issued by Wells Fargo Bank,
National Association (the “Bank”) in favor of the Trustee, as beneficiary. The Letters of Credit
have substantially identical terms.
Under each of the Letters of Credit, the Trustee will be entitled to draw, upon a properly
presented and conforming drawing, up to an amount sufficient to pay one hundred percent
(100%) of the principal amount of the applicable Bonds on the date of the draw (whether at
maturity, upon acceleration, mandatory or optional purchase or redemption, plus 48 days’
accrued interest on the applicable Bonds, at a rate of up to the maximum interest rate of twelve
percent (12%) per annum calculated on the basis of a year of 365 days for the actual days
elapsed, so long as the Bonds bear interest at the Weekly Interest Rate or the Daily Interest Rate.
The Company has agreed to reimburse the Bank for drawings made under the Letter of Credit
and to make certain other payments to the Bank. The Letters of Credit will expire on
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November 19, 2009, unless extended or earlier terminated in accordance with their terms. See
“THE LETTERS OF CREDIT.”
Banc of America Securities LLC has been appointed by the Company as Remarketing
Agent with respect to the Converse Bonds and the Lincoln Bonds. Morgan Stanley & Co.
Incorporated has been appointed by the Company as Remarketing Agent with respect to the
Carbon Bonds, the Moffat Bonds and the Sweetwater Bonds. Wells Fargo Brokerage Services,
LLC has been appointed by the Company as Remarketing Agent with respect to the Emery
Bonds. Banc of America Securities LLC, Morgan Stanley & Co. Incorporated and Wells Fargo
Brokerage Services, LLC, are referred to herein as the “Remarketing Agents.” The Company
will enter into a separate Remarketing Agreement with the Remarketing Agent with respect to
the Bonds to be remarketed by such Remarketing Agent.
Under certain circumstances described in the applicable Loan Agreement, a Letter of
Credit may be replaced by an alternate credit facility supporting payment of the principal of and
interest on the applicable Bonds when due and for the payment of the purchase price of tendered
or deemed tendered Bonds (each an “Alternate Credit Facility”). The entity or entities, as the
case may be, obligated to make payment on an Alternate Credit Facility are referred to herein as
the “Obligor on an Alternate Credit Facility.” In addition, a Letter of Credit may be replaced by
a substitute letter of credit (a “Substitute Letter of Credit”). The replacement of a Letter of
Credit or an Alternate Credit Facility, including with a Substitute Letter of Credit, will result in
the mandatory purchase of Bonds. See “THE LOAN A GREEMENTS—The Letter of Credit;
Alternate Credit Facility” and “—Substitute Letter of Credit.”
Concurrently with the issuance of the Bonds, AMBAC Indemnity Corporation
(“Ambac”) issued a municipal bond insurance policy with respect to the Bonds of each issue
(each, an “Ambac Insurance Policy” and, collectively, the “Ambac Insurance Policies”). In
connection with the delivery of the Letters of Credit, Ambac, the Company, the Trustee, each of
the Issuers and the Company, acting as owner of Bonds, will enter into separate Release
Agreements, pursuant to which Ambac will be released from all liabilities under each Ambac
Insurance Policy, will surrender any and all rights under the Trust Indentures and payment of
principal of and interest on the Bonds when due will no longer be guaranteed by Ambac under
the Ambac Insurance Policies. Purchasers of the Bonds will be deemed to have consented to the
provisions of the Release Agreements. See “TERMINATION OF BOND INSURANCE.”
Brief descriptions of the Issuers, the Facilities and the Bank and summaries of certain
provisions of the Bonds, the Loan Agreements, the Letters of Credit, the Indentures and the First
Mortgage Bonds are included in this Reoffering Circular, including the Appendices hereto.
Information regarding the business, properties and financial condition of the Company is
included in and incorporated by reference in Appendix A hereto. A brief description of the Bank
is included as Appendix B hereto. Appendices C-1 through C-6 set forth the approving opinions
of Chapman and Cutler, Bond Counsel, delivered on the date of original issuance of each issue of
the Bonds.
The descriptions herein of the Loan Agreements, the Indentures, the Company Mortgage
and the Letters of Credit are qualified in their entirety by reference to such documents, and the
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descriptions herein of the Bonds and the First Mortgage Bonds are qualified in their entirety by
reference to the forms thereof and the information with respect thereto included in the aforesaid
documents. All such descriptions are further qualified in their entirety by reference to laws and
principles of equity relating to or affecting the enforcement of creditors’ rights generally. Copies
of such documents, except the Company Mortgage, may be obtained from the principal corporate
trust office of the Trustee in Chicago, Illinois. The Company Mortgage is available for
inspection at the office of the Company and at the principal office of the Company Mortgage
Trustee in New York, New York.
This Reoffering Circular provides certain information with respect to the Bank, the
terms of, and security for the Bonds and other related matters. While certain information
relating to the Company is included and incorporated within, the Bonds are being
remarketed on the basis of their Letters of Credit and the financing strength of the Bank
and are not being remarketed on the basis of the financial strength of the Issuers, the
Company or any other security. This Reoffering Circular does not describe the financial
condition of the Company and no representation is made concerning the financial status or
prospects of the Company or the value or financial viability of the Project.
THE ISSUERS
CARBON COUNTY
Carbon County is a political subdivision, duly organized and existing under the
Constitution and laws of the State of Utah (“Utah”). Pursuant to the Utah Industrial Facilities
and Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the “Utah
Act”), Carbon County was and is authorized to issue the Carbon Bonds, to enter into the
Indenture and the Loan Agreement to which it is a party and to secure the Carbon Bonds by a
pledge to the Trustee of the payments to be made by the Company under such Loan Agreement
and the First Mortgage Bonds.
CONVERSE COUNTY
Converse County is a political subdivision, duly organized and existing under the
Constitution and laws of the State of Wyoming (“Wyoming”). Pursuant to the Sections 15-1-701
to 15-1-710, inclusive, of the Wyoming Statutes (1977), as amended (the “Wyoming Act”),
Converse County was and is authorized to issue the Converse Bonds, to enter into the Indenture
and the Loan Agreement to which it is a party and to secure the Converse Bonds by a pledge to
the Trustee of the payments to be made by the Company under such Loan Agreement and the
First Mortgage Bonds.
EMERY COUNTY
Emery County is a political subdivision, duly organized and existing under the
Constitution and laws of Utah. Pursuant to the Utah Act, Emery County was and is authorized to
issue the Emery Bonds, to enter into the Indenture and the Loan Agreement to which it is a party
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and to secure the Emery Bonds by a pledge to the Trustee of the payments to be made by the
Company under such Loan Agreements and the First Mortgage Bonds.
LINCOLN COUNTY
Lincoln County is a political subdivision, duly organized and existing under the
Constitution and laws of Wyoming. Pursuant to the Wyoming Act, Lincoln County was and is
authorized to issue the Lincoln Bonds, to enter into the Indenture and the Loan Agreement to
which it is a party and to secure the Lincoln Bonds by a pledge to the Trustee of the payments to
be made by the Company under such Loan Agreement and the First Mortgage Bonds.
MOFFAT COUNTY
Moffat County is a public body corporate and politic, duly organized and existing under
the Constitution and laws of the State of Colorado (“Colorado”). Pursuant to the County and
Municipality Development Revenue Bond Act, Title 29, Article 3, Colorado Revised Statutes
1973, as amended (the “Colorado Act”), Moffat County was and is authorized to issue the
Moffat Bonds, to enter into the Indenture and the Loan Agreement to which it is a party and to
secure the Moffat Bonds by a pledge to the Trustee of the payments to be made by the Company
under such Loan Agreement and the First Mortgage Bonds.
SWEETWATER COUNTY
Sweetwater County is a political subdivision, duly organized and existing under the
Constitution and laws of Wyoming. Pursuant to the Wyoming Act, Sweetwater County was and
is authorized to issue the Sweetwater Bonds, to enter into the Indenture and the Loan Agreement
to which it is a party and to secure the Sweetwater Bonds by a pledge to the Trustee of the
payments to be made by the Company under such Loan Agreement and the First Mortgage
Bonds.
THE FACILITIES
The Prior Carbon Bonds were issued by Carbon County to finance qualifying solid waste
disposal facilities or air or water pollution control facilities (the “Carbon Facilities”) for the
Carbon coal-fired electric generating plant (the “Carbon Plant”) located in Carbon County.
The Prior Converse Bonds were issued to finance qualifying air and water pollution
control facilities (the “Dave Johnston Facilities”) for the Dave Johnston coal-fired electric
generating plant (the “Dave Johnston Plant”) located near the town of Glenrock, Wyoming.
The Prior Emery 1974 Bonds were issued by Emery County to finance qualifying solid
waste disposal facilities or air or water pollution control facilities (the “Huntington Facilities”)
for the Huntington coal-fired electric generating plant (the “Huntington Plant”) located in
Emery County.
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The Prior Emery 6-3/8% Bonds were issued to finance qualifying solid waste disposal
facilities or air or water pollution control facilities (the “Emery 1 Facilities”) for the second unit
of the Huntington Plant and the Emery generating plant, which is now known as the Hunter
coal-fired steam electric generating plant (the “Hunter Plant”), each of which is located in
Emery County.
The Prior Emery 5.90% Bonds were issued to finance qualifying water and air pollution
control facilities (the “Emery 2 Facilities”) for the second unit of the Huntington Plant and the
Hunter Plant in Emery County.
The Prior Emery 10.70% Bonds were issued to refund the Emery County, Utah
$16,750,000 Pollution Control Revenue Bonds (Utah Power & Light Company Project), dated
May 11, 1984 (the “Emery May 1984 Bonds”), that were issued to finance qualifying air or
water pollution control facilities (the “Hunter Facilities”) for Unit 3 of the Hunter Plant located
in Emery County.
The Prior Lincoln Bonds were issued to finance qualifying solid waste disposal facilities
or air pollution control facilities (the “Naughton Facilities”) for the Naughton coal-fired electric
generating plant (the “Naughton Plant”) located in Lincoln County.
The Prior Moffat Bonds were issued to finance Colorado-Ute’s undivided 29% interest in
air and water pollution control facilities (the “Craig Facilities”) in connection with electric
generating units 1 and 2 of the Craig Station (the “Craig Station”) located in Moffat County.
The Prior Moffat Bonds had been in default prior to the time the Company assumed an
obligation to make payments with respect to the Prior Moffat Bonds in connection with the
Company’s acquisition of its interest in the Craig Facilities.
The Prior Sweetwater 1994T Bonds were issued to temporarily refund the $21,260,000
principal amount of Sweetwater County, Wyoming, Pollution Control Revenue Bonds (Pacific
Power & Light Company Project) Series 1973 (the “Sweetwater 1973 Bonds”), which were
issued to finance the Company’s undivided 66 -2/3% interest in the qualifying air and water
pollution control facilities (the “Jim Bridger Facilities”) for the Jim Bridger coal-fired steam
electric generating plant (the “Jim Bridger Plant”) located in Sweetwater County.
The Carbon Plant, the Dave Johnston Plant, the Huntington Plant, the Hunter Plant, the
Naughton Plant, the Craig Station and the Jim Bridger Plant are hereinafter referred to
collectively as the “Plants” and the Carbon Facilities, the Huntington Facilities, the Dave
Johnston Facilities, the Emery 1 Facilities, the Emery 2 Facilities, the Hunter Facilities, the
Naughton Facilities, the Craig Facilities and the Jim Bridger Facilities are hereinafter referred to
collectively as the “Facilities.” The interest of the Company in each of the Facilities is
hereinafter referred to as the “Project.”
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USE OF PROCEEDS
The proceeds from the initial sale of the Bonds, together with funds of the Company,
were applied to the redemption of the principal amount of the Prior Bonds outstanding
immediately prior to redemption on January 15, 1995.
THE BoNDS
The six issues of Bonds are each an entirely separate issue but contain substantially the
same terms and provisions. The following is a summary of certain provisions common to the
Bonds of the six issues. A default in respect of one issue will not, in and of itself, constitute a
default in respect of any other issue; however, the same occurrence may constitute a default with
respect to more than one issue. No issue of the Bonds is entitled to the benefits of any payments
or other security pledged for the benefit of the other issues. Optional or mandatory redemption
of one issue of the Bonds may be made in the manner described below without redemption of the
other issues. Reference is hereby made to the forms of the Bonds in their entirety for the detailed
provisions thereof. References to the Issuer, the Trustee, the Bank, the Paying Agent, the
Registrar, the Remarketing Agent, the Bonds, the Prior Bonds, the Plant, the Facilities, the
Project, the Indenture, the Loan Agreement, the Letter of Credit and other documents and
parties are deemed to refer to the Issuer, the Trustee, the Bank, the Paying Agent, the Registrar,
the Remarketing Agent, the Bonds, the Prior Bonds, the Plant, the Facilities, the Project, the
Indenture, the Loan Agreement, the Letter of Credit and such other documents and parties,
respectively, relating to each issue of the Bonds. Initially capitalized terms used herein and not
otherwise defined are used as defined in the Indenture.
GENERAL
The Bonds have been issued only as fully registered Bonds without coupons in the
manner described below. The Bonds were dated as of their initial date of delivery and mature on
the dates set forth on the inside front cover page of this Reoffering Circular. The Bonds may
bear interest at Daily, Weekly, Flexible or Term Interest Rates designated and determined from
time to time as described herein. Following the reoffering of the Bonds on November 19, 2008,
the Rate Period (as defined below) for the Bonds of each issue will be a Weekly Interest Rate
Period. The Bonds are subject to purchase at the option of the holders of the Bonds, and under
certain circumstances are subject to mandatory purchase, in the manner and at the times
described herein. The Bonds are subject to optional and mandatory redemption prior to maturity
in the manner and at the times described herein.
Bonds may be transferred or exchanged for other Bonds in authorized denominations at
the principal office of the Trustee as the registrar and paying agent (in such capacities, the
“Registrar” and the “Paying Agent”). The Bonds will be issued in authorized denominations of
$100,000 or any integral multiple of $100,000 (provided that one Bond need not be in a multiple
of $100,000, but may be in such denomination greater than $100,000 as is necessary to account
for any principal amount of the Bonds not corresponding directly with $100,000 denominations)
when the Bonds bear interest at a Daily or Weekly Interest Rate; $100,000 or any integral
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multiple of $5,000 in excess of $100,000, when the Bonds bear interest at a Flexible Interest
Rate; and $5,000 or any integral multiple thereof, when the Bonds bear interest at a Term Interest
Rate (collectively, “Authorized Denominations”). Exchanges and transfers will be made without
charge to the Owners, except for any applicable tax or other governmental charge.
A “Business Day” is a day except a Saturday, Sunday or other day (a) on which
commercial banks located in the cities in which the principal office of the Bank or the principal
office of the Obligor on an Alternate Credit Facility, as the case may be, the principal office of
the Trustee, the principal office of the Remarketing Agent or the principal office of the Paying
Agent are located are required or authorized by law to remain closed or are closed, or (b) on
which The New York Stock Exchange, Inc. is closed.
“Interest Payment Date” means (a) with respect to any Daily or Weekly Interest Rate
Period, the first Business Day of each calendar month, (b) with respect to any Term Interest Rate
Period, the first day of the sixth month following the commencement of the Term Interest Rate
Period and the first day of each sixth month thereafter, (c) with respect to any Flexible Segment,
the Business Day next succeeding the last day of such Flexible Segment, (d) with respect to any
Rate Period, the Business Day next succeeding the last day thereof and (e) with respect to any
Bond when it bears interest at a Flexible Interest Rate, any date on which there is a mandatory
purchase of the Bond as described in subparagraph (c) of the first paragraph under “—Mandatory
Purchase” and (f) with respect to any Pledged Bond bearing interest at a Flexible Interest Rate,
regardless of the duration of the Flexible Segment, the date on which such Pledged Bond is
remarketed pursuant to the Indenture.
“Rate Period” means any Daily Interest Rate Period, Weekly Interest Rate Period,
Flexible Interest Rate Period or Term Interest Rate Period.
“Record Date” means (a) with respect to any Interest Payment Date in respect of any
Daily Interest Rate Period, Weekly Interest Rate Period or Flexible Segment, the Business Day
next preceding such Interest Payment Date, and (b) with respect to any Interest Payment Date in
respect of any Term Interest Rate Period, the fifteenth day of the month preceding such Interest
Payment Date.
“Tax-Exempt” means, with respect to interest on any obligations of a state or local
government, including the Bonds, that such interest is not includible in gross income of the
owners of such obligations for federal income tax purposes, except for any interest on any such
obligations for any period during which such obligations are owned by a person who is a
“substantial user” of any facilities financed or refinanced with such obligations or a “related
person” within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as
amended (the “1954 Code”), whether or not such interest is includible as an item of tax
preference or otherwise includible directly or indirectly for purposes of calculating other tax
liabilities, including any alternative minimum tax or environmental tax under the Internal
Revenue Code of 1986, as amended (the “Code”).
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PAYMENT OF PRINCIPAL AND INTEREST
The principal of and premium, if any, on the Bonds is payable to the Owners upon
surrender thereof at the principal office of the Paying Agent. Except when the Bonds are held in
book-entry form (see “Book-Entry System”), interest is payable (i) by bank check or draft mailed
by first class mail on the Interest Payment Date to the Owners as of the Record Date or (ii)
during any Rate Period other than a Term Interest Rate Period, in immediately available funds
(by wire transfer or by deposit to the account of the Owner of any such Bond if such account is
maintained with the Paying Agent), but in respect of any Owner of Bonds in a Daily or Weekly
Interest Rate Period only to any Owner which owns Bonds in an aggregate principal amount of at
least $1,000,000 on the Record Date and who has provided wire transfer instructions to the
Paying Agent prior to the close of business on such Record Date.
Interest on each Bond is payable on each Interest Payment Date for each such Bond for
the period commencing on the immediately preceding Interest Payment Date (or if no interest
has been paid thereon, commencing on the date of issuance thereof) to, but not including, such
Interest Payment Date. Interest is computed, in the case of any Daily, Weekly, or Flexible
Interest Rate Period, on the basis of a 365- or 366-day year, as applicable, for the number of days
actually elapsed and, in the case of a Term Interest Rate Period, on the basis of a 360-day year
consisting of twelve 30-day months.
RATE PERIODS
The term of the Bonds is divided into consecutive Rate Periods, during which such Bonds
bear interest at a Daily Interest Rate, Weekly Interest Rate, Flexible Interest Rate or Term
Interest Rate, as described below. At any time the Rate Period applicable to any issue of Bonds
may be different from that applicable to any other issue of Bonds.
WEEKLY INTEREST RATE PERIOD
Determination of Weekly Interest Rate. During each Weekly Interest Rate Period, the
Bonds of an issue bear interest at the Weekly Interest Rate determined by the Remarketing Agent
no later than the first day of such Weekly Interest Rate Period and thereafter no later than
Tuesday of each week during such Weekly Interest Rate Period, unless any such Tuesday is not a
Business Day, in which event the Weekly Interest Rate will be determined by the Remarketing
Agent no later than the Business Day next preceding such Tuesday.
The Weekly Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Weekly Interest Rate for any period, the Weekly
Interest Rate will 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
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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 Bonds of an issue
may be adjusted to a Weekly Interest Rate upon receipt by the Issuer, the Trustee, the Paying
Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the
case may be, of a written notice from the Company. Such notice (a) must specify the effective
date of such adjustment to a Weekly Interest Rate, which must be (i) a Business Day not earlier
than the twentieth day following the third Business Day after the date of receipt by the Trustee
and Paying Agent of such notice (or such shorter period after the date of such receipt as is
acceptable to the Trustee), (ii) in the case of an adjustment from a Term Interest Rate Period, a
day on which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period, and (iii) in the case of an
adjustment from a Flexible Interest Rate Period, either the day immediately following the last
day of the then-current Flexible Interest Rate Period or the day immediately following the last
day of the last Flexible Segment for each Bond in the then-current Flexible Interest Rate Period,
all as determined in accordance with clause (a) or (b), respectively, under “—Flexible Interest
Rate Period-Adjustment from Flexible Interest Rates;” provided, however, that if prior to the
Company’s making such election, any Bonds have been called for redemption and such
redemption has not theretofore been effected, the effective date of such Weekly Interest Rate
Period may not precede such redemption date; and (b) if the adjustment is from a Term Interest
Rate Period having a duration in excess of one year, must be accompanied by an opinion of
nationally recognized bond counsel (“Bond Counsel”) to the effect that such adjustment (i) is
authorized or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado
Act, as applicable, and (ii) will not adversely affect the Tax-Exempt status of the interest on the
Bonds.
Notice of Adjustment to Weekly Interest Rate Period. The Trustee will 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 will be adjusted to a Weekly Interest Rate (subject to the Company’s
ability to rescind its election as described below under “Rescission of Election”), (b) the
effective date of such Weekly Interest Rate Period, (c) that such Bonds are subject to mandatory
purchase on such effective date, (d) the procedures for such mandatory purchase, (e) the
purchase price of such Bonds on the effective date (expressed as a percentage of the principal
amount thereof), and (f) that the Owners of such Bonds do not have the right to retain their
Bonds on such effective date.
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DAILY INTEREST RATE PERIOD
Determination of Daily Interest Rate. During each Daily Interest Rate Period, the Bonds
of an issue bear interest at the Daily Interest Rate determined by the Remarketing Agent either
on each Business Day for such Business Day or on the next preceding Business Day for any day
that is not a Business Day.
The Daily Interest Rate is the rate determined by the Remarketing Agent (based on an
examination of Tax-Exempt obligations comparable to the Bonds known by the Remarketing
Agent to have been priced or traded under then-prevailing market conditions) to be the lowest
rate which would enable the Remarketing Agent to sell the Bonds on the effective date of such
rate at a price (without regard to accrued interest) equal to 100% of the principal amount thereof.
If the Remarketing Agent has not determined a Daily Interest Rate for any day by 10:00 a.m.,
New York time, the Daily Interest Rate for such day will be the same as the Daily Interest Rate
for the immediately preceding Business Day. In no event may the Daily Interest Rate exceed the
lesser of 12% per annum or the rate specified in any Letter of Credit or Alternate Credit Facility
then in effect (initially 12% per annum).
Adjustment to Daily Interest Rate Period. The interest rate borne by Bonds of an issue
may be adjusted to a Daily Interest Rate upon receipt by the Issuer, the Trustee, the Paying
Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the
case may be, of a written notice from the Company. Such notice (a) must specify the effective
date of the adjustment to a Daily Interest Rate, which must be (i) a Business Day not earlier than
the twentieth day following the third Business Day after the date of receipt by the Trustee and
Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable
to the Trustee), (ii) in the case of an adjustment from a Term Interest Rate Period, a day on
which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period, and (iii) in the case of an
adjustment from a Flexible Interest Rate Period, either the day immediately following the last
day of the then-current Flexible Interest Rate Period or the day immediately following the last
day of the last Flexible Segment for each Bond in the then-current Flexible Interest Rate Period,
all as determined in accordance with clause (a) or (b), respectively, under “—Flexible Interest
Rate Period-Adjustment from Flexible Interest Rates;” provided, however, that if prior to the
Company’s making such election, any Bonds have been called for redemption and such
redemption has not theretofore been effected, the effective date of such Daily Interest Rate
Period may not precede such redemption date; and (b) if the adjustment is from a Term Interest
Rate Period having a duration in excess of one year, is accompanied by an opinion of Bond
Counsel to the effect that such adjustment (i) is authorized or permitted by the Indenture and the
Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (ii) will not adversely affect
the Tax-Exempt status of the interest on the Bonds.
Notice of Adjustment to Daily Interest Rate Period. The Trustee will give notice by mail
of an adjustment to a Daily Interest Rate Period to the Owners not less than 20 days prior to the
effective date of such Daily Interest Rate Period. Such notice must state (a) that the interest rate
on such Bonds will be adjusted to a Daily Interest Rate (subject to the Company’s ability to
rescind its election as described below under “Rescission of Election”), (b) the effective date of
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such Daily Interest Rate Period, (c) that such Bonds are subject to mandatory purchase on such
effective date, (d) the procedures for such mandatory purchase, (e) the purchase price of such
Bonds on the effective date (expressed as a percentage of the principal amount thereof), and (f)
that the Owners of such Bonds do not have the right to retain their Bonds on such effective date.
TERM INTEREST RATE PERIOD
Determination of Term Interest Rate. During each Term Interest Rate Period, the Bonds
of an issue bear interest at the Term Interest Rate determined by the Remarketing Agent on a
Business Day selected by the Remarketing Agent, but not more than 30 days prior to and not
later than the effective date of such Term Interest Rate Period.
The Term Interest Rate is the rate determined by the Remarketing Agent on such date,
and communicated on such date to the Trustee, the Paying Agent, the Company and the Bank (or
the Obligor on an Alternate Credit Facility, as the case may be), as being the lowest rate (based
on an examination of Tax-Exempt obligations comparable to the Bond s known by the
Remarketing Agent to have been priced or traded under then prevailing market conditions)
which would enable the Remarketing Agent to sell the Bonds on the effective date of such Term
Interest Rate Period at a price (without regard to accrued interest) equal to 100% of the principal
amount thereof. If, for any reason, a Term Interest Rate for any Term Interest Rate Period has
not be determined or effective, then (a) if the then-current Term Interest Rate Period is for one
year or less, the Rate Period for such Bonds will automatically convert to a Daily Interest Rate
Period and (b) if the then-current Term Interest Rate Period is for more than one year, the Rate
Period for the Bonds will automatically adjust to a Term Interest Rate Period of one year and one
day; provided, however, that if the last day of any successive Term Interest Rate Period is not a
day immediately preceding a Business Day, then such successive Term Interest Rate Period will
end on the first day immediately preceding the Business Day next succeeding such day or, if
such Term Interest Rate Period would end after the day prior to the final maturity date of the
Bonds, the next succeeding Rate Period will be a Term Interest Rate Period ending on the day
prior to the final maturity date of the Bonds; provided, further, that in the case of clause (b)
above, if the Company delivers to the Trustee an approving opinion of Bond Counsel prior to the
end of the then-effective Term Interest Rate Period, the Rate Period for the Bonds will adjust to a
Daily Interest Rate Period. If the Daily Interest Rate for the first day of any such Daily Interest
Rate Period is not determined as described under “—Daily Interest Rate Period-Determination of
Daily Interest Rate,” the Daily Interest Rate for the first day of such Daily Interest Rate Period
will be 80% of the most recent One-Year Note Index theretofore published in The Bond Buyer
(or, if The Bond Buyer is no longer published or no longer publishes the One-Year Note Index,
the one-year note index contained in the publication determined by the Remarketing Agent as
most comparable to The Bond Buyer). If a Term Interest Rate for any such Term Interest Rate
Period described in clause (b) above is not determined as described in the second preceding
sentence, the Term Interest Rate for such Term Interest Rate Period will be 100% of the most
recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is
no longer published or no longer publishes the One-Year Note Index, the one-year note index
contained in the publication determined by the Remarketing Agent as most comparable to The
Bond Buyer). In no event may any Term Interest Rate exceed the lesser of 12% per annum or the
rate specified in any Alternate Credit Facility then in effect.
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Adjustment to or Continuation of Term Interest Rate Period. The interest rate borne by
Bonds of an issue may be adjusted to or continued as a Term Interest Rate upon receipt by the
Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank or the Obligor on an
Alternate Credit Facility, as the case may be, of a written notice from the Company, which notice
specifies the duration of the Term Interest Rate Period during which the Bonds bear, or continue
to bear, interest at a Term Interest Rate. Such notice may specify two or more consecutive Term
Interest Rate Periods and, if it so specifies, must specify the duration of each such Term Interest
Rate Period as provided in this paragraph. Such notice must specify the effective date of each
Term Interest Rate Period, which must be (a) a Business Day not earlier than the twentieth day
following the third Business Day after the date of receipt by the Trustee and Paying Agent of
such notice (or such shorter period after the date of such receipt as is acceptable to the Trustee),
(b) in the case of an adjustment from or continuation of a Term Interest Rate Period, a day on
which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period, and (c) in the case of an
adjustment from a Flexible Interest Rate Period, either the day immediately following the last
day of the then-current Flexible Interest Rate Period or the day immediately following the last
day of the last Flexible Segment for each Bond in the then-current Flexible Interest Rate Period,
all as determined in accordance with clause (a) or (b), respectively, under “—Flexible Interest
Rate Period-Adjustment from Flexible Interest Rates;” provided, however, that if prior to the
Company’s making such election, any Bonds have been called for redemption and such
redemption has not been effected, the effective date of such Term Interest Rate Period may not
precede such redemption date. Such notice must also specify (i) the last day of such Term
Interest Rate Period (which is either the day preceding the maturity date of the Bonds or a day
which both immediately precedes a Business Day and is at least one year after such effective
date) and (ii) unless such Term Interest Rate Period immediately succeeds a Term Interest Rate
Period of the same duration and is subject to the same optional redemption rights, is
accompanied by an opinion of Bond Counsel to the effect that such adjustment (A) is authorized
or permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, and (B) will not adversely affect the Tax-Exempt status of the interest on the Bonds.
If, by 20 days prior to the end of the then-current Term Interest Rate Period, the Trustee
has not received the Company’s notice of an adjustment to a Daily Interest Rate Period, a
Weekly Interest Rate Period, a Term Interest Rate Period or a Flexible Interest Rate Period,
accompanied by appropriate opinions of Bond Counsel, then (a) in the event the then-current
Term Interest Rate Period is for one year or less, the Rate Period for the Bonds will
automatically convert to a Daily Interest Rate Period and (b) in the event the current Term
Interest Rate Period is for more than one year, the Rate Period for the Bonds will automatically
adjust to a Term Interest Rate Period of one year and one day; provided, however, that if the last
day of any successive Term Interest Rate Period will not be a day immediately preceding a
Business Day, then such successive Term Interest Rate Period will end on the first day
immediately preceding the Business Day next succeeding such day or, if such Term Interest Rate
Period would end after the day prior to the final maturity date of the Bonds, the next succeeding
Rate Period will be a Term Interest Rate Period ending on the day prior to the final maturity date
of the Bonds; provided, further, that in the case of clause (b) above, if the Company delivers to
the Trustee an approving opinion of Bond Counsel prior to the end of the then-effective Term
Interest Rate Period, the Rate Period for the Bonds will adjust to a Daily Interest Rate Period. If
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the Daily Interest Rate for the first day of any such Daily Interest Rate Period is not determined
as described under “—Daily Interest Rate Period-Determination of Daily Interest Rate,” the
Daily Interest Rate for the first day of such Daily Interest Rate Period will be 80% of the most
recent One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is
no longer published or no longer publishes the One-Year Note Index, the one-year note index
contained in the publication determined by the Remarketing Agent as most comparable to The
Bond Buyer). If a Term Interest Rate for any such Term Interest Rate Period described in clause
(b) above is not determined as described in the second preceding sentence, the Term Interest
Rate for such Term Interest Rate Period will be 100% of the most recent One-Year Note Index
theretofore published in The Bond Buyer (or, if The Bond Buyer is no longer published or no
longer publishes the One-Year Note Index, the one-year note index contained in the publication
determined by the Remarketing Agent as the most comparable to The Bond Buyer).
The notice of an adjustment to or continuation of a Term Interest Rate may specify that
such Term Interest Rate Period will be automatically renewed for successive Term Interest Rate
Periods each having the same duration as the Term Interest Rate Period so specified; provided,
however, that such election must be accompanied by an opinion of Bond Counsel to the effect
that such continuing automatic renewals of such Term Interest Rate Period (a) are authorized or
permitted by the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, and (b) will not adversely affect the Tax-Exempt status of interest on the Bonds. If
such election is made, no opinion of Bond Counsel is required in connection with the
commencement of each successive Term Interest Rate Period determined in accordance with
such election. At the same time the Company elects to have the Bonds bear interest at a Term
Interest Rate, or to continue to bear interest at a Term Interest Rate, the Company may also
specify in the notice to the Trustee optional redemption prices and periods different from those
set forth in the Indenture during the Term Interest Rate Period(s) with respect to which such
election is made; provided, however, that such notice is accompanied by an opinion of Bond
Counsel to the effect that such changes are authorized or permitted by the Utah Act, the
Wyoming Act or the Colorado Act, as applicable, and the Indenture and will not adversely affect
the Tax-Exempt status of the Bonds.
Notice of Adjustment to or Continuation of Term Interest Rate Period. The Trustee will
give notice by mail of an adjustment to or continuation of a Term Interest Rate Period to the
Owners not less than 20 days prior to the effective date of such Term Interest Rate Period. Such
notice must state (a) that the interest rate on the Bonds will be adjusted to, or continue to be, a
Term Interest Rate (subject to the Company’s ability to rescind its election as described below
under “Rescission of Election”), (b) the effective date and the last date of such Term Interest
Rate Period, (c) that the Term Interest Rate for such Term Interest Rate Period will be
determined not later than the effective date thereof, (d) how such Term Interest Rate may be
obtained from the Remarketing Agent, (e) the Interest Payment Dates after such effective date,
(f) that during such Term Interest Rate Period the holders of such Bonds will not have the right
to tender their Bonds for purchase, (g) that, except when the new Term Interest Rate Period is
preceded by a Term Interest Rate Period of the same duration, such Bonds are subject to
mandatory purchase on such effective date, and (h) the redemption provisions that will apply to
the Bonds during such Term Interest Rate Period.
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FLEXIBLE INTEREST RATE PERIOD
Determination of Flexible Segments and Flexible Interest Rates. During each Flexible
Interest Rate Period, each Bond bears interest during each Flexible Segment for such Bond at the
Flexible Interest Rate for such Bond. Each Flexible Segment for any Bond will be a period
ending on a day immediately preceding a Business Day, of not less than one nor more than 365
days determined by the Remarketing Agent to be, in its judgment, the period which, together
with all other Flexible Segments for all Bonds of such issue then outstanding, is likely to result in
the lowest overall net interest expense on such Bonds. Any Bond purchased on behalf of the
Company and remaining unsold by the Remarketing Agent as of the close of business on the
effective date of the Flexible Segment for such Bond will have a Flexible Segment of one day or,
if such Flexible Segment would not end on a day immediately preceding a Business Day, a
Flexible Segment of more than one day ending on the day immediately preceding the next
Business Day. No Flexible Segment may extend beyond the final maturity date of the Bonds.
The Flexible Interest Rate for each Flexible Segment for each Bond is the rate determined
by the Remarketing Agent (based on an examination of Tax-Exempt obligations comparable to
the Bonds known by the Remarketing Agent to have been priced or traded under then prevailing
market conditions) no later than the first day of such Flexible Segment (and in the case of a
Flexible Segment of one day, no later than 12:30 p.m. New York time, on such date) to be the
lowest rate which would enable the Remarketing Agent to sell the Bonds on the effective date of
such rate at a price (without regard to accrued interest) equal to 100% of the principal amount
thereof. If a Flexible Segment or a Flexible Interest Rate for a Flexible Segment is not
determined or effective, the Flexible Segment for such Bond will be a Flexible Segment of one
day, and the interest rate for such Flexible Segment of one day will be 80% of the most recent
One-Year Note Index theretofore published in The Bond Buyer (or, if The Bond Buyer is no
longer published or no longer publishes the One-Year Note Index, the one-year note index
contained in the publication determined by the Remarketing Agent as most comparable to The
Bond Buyer). In no event may any Flexible Interest Rate exceed the lesser of 12% per annum or
the rate specified in any Alternate Credit Facility then in effect.
Adjustment to Flexible Interest Rate Period. The interest rate borne by Bonds of an issue
may be adjusted to Flexible Interest Rates upon receipt by the Issuer, the Trustee, the Paying
Agent, the Remarketing Agent and the Bank or the Obligor on an Alternate Credit Facility, as the
case may be, of a written notice from the Company. Such notice (a) must specify the effective
date of the Flexible Interest Rate Period which must be (i) a Business Day not earlier than the
twentieth day following the third Business Day after the date of receipt by the Trustee and
Paying Agent of such notice (or such shorter period after the date of such receipt as is acceptable
to the Trustee) and (ii) in the case of an adjustment from a Term Interest Rate Period, a day on
which the Bonds could be redeemed at the option of the Company or the day immediately
following the last day of the then-current Term Interest Rate Period; provided, however, that if
prior to the Company’s making such election any Bonds have been called for redemption and
such redemption has not theretofore been effected, the effective date of the Flexible Interest Rate
Period may not precede such redemption date and (b) in the case of an adjustment from a Term
Interest Rate Period having a duration in excess of one year, is accompanied by an opinion of
Bond Counsel to the effect that such adjustment (i) is authorized or permitted by the Indenture
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and the Utah Act, the Wyoming Act or the Colorado Act, as applicable, and (ii) will not
adversely affect the Tax-Exempt status of the interest on the Bonds. During each Flexible
Interest Rate Period commencing on the date so specified (provided that the opinion of Bond
Counsel described in clause (b) above, if required, is reaffirmed as of such date) and ending on
the day immediately preceding the effective date of the next succeeding Rate Period, each Bond
will bear interest at a Flexible Interest Rate during each Flexible Segment for such Bond.
Notice of Adjustment to Flexible Interest Rate Period. The Trustee will give notice by
mail of an adjustment to a Flexible Interest Rate Period to the Owners not less than 20 days prior
to the effective date of such Flexible Interest Rate Period. Such notice must state (a) that the
interest rate on the Bonds will be adjusted to Flexible Interest Rates (subject to the Company’s
ability to rescind its election as described below under “Rescission of Election”), (b) the
effective date of such Flexible Interest Rate Period, (c) that such Bonds are subject to mandatory
purchase on the effective date of such Flexible Interest Rate Period, (d) the procedures for such
mandatory purchase, and (e) that the Owners of such Bonds do not have the right to retain their
Bonds on such effective date.
Adjustment from Flexible Interest Rates. At any time during a Flexible Interest Rate
Period, the interest rate borne by Bonds of an issue may be adjusted from Flexible Interest Rates
and the Bonds will instead bear interest as otherwise permitted in the Indenture, upon receipt by
the Issuer, the Trustee, the Paying Agent, the Remarketing Agent and the Bank (or the Obligor
on an Alternate Credit Facility, as the case may be) of written notice from the Company
specifying the Rate Period to follow with respect to such Bonds and instructing the Remarketing
Agent to:
(a)determine Flexible Segments of such duration that, as soon as possible, all
Flexible Segments will end on the same date, not earlier than the eleventh day following
the third Business Day (or such shorter period acceptable to the Trustee) following the
receipt by the Trustee and Paying Agent of notice from the Company, which date will be
the last day of the then-current Flexible Interest Rate Period, and, upon the establishment
of such Flexible Segments, the day next succeeding the last day of all such Flexible
Segments is the effective date of the Rate Period elected by the Company; or
(b)determine Flexible Segments of such duration that will, in the judgment of
the Remarketing Agent, best promote an orderly transition to the next succeeding Rate
Period beginning not earlier than the eleventh day following the third Business Day (or
such shorter period acceptable to the Trustee) after the receipt by the Trustee and Paying
Agent of such notice.
If the Company selects alternative (b) above, the day next succeeding the last day of the Flexible
Segment for each Bond of an issue will be with respect to such Bond the effective date of the
Rate Period elected by the Company. An adjustment from a Flexible Interest Rate Period
described in this paragraph may result in some of the Bonds of an issue bearing interest at a
Daily Interest Rate, Weekly Interest Rate or Term Interest Rate while other Bonds of such issue
continue to bear interest at Flexible Interest Rates.
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DETERMINATION CONCLUSIVE
The determination of the various interest rates referred to above is conclusive and binding
upon the Remarketing Agent, the Trustee, the Paying Agent, the Issuer, the Company, the
Owners of the Bonds and the Bank (or the Obligor on an Alternate Credit Facility, as the case
may be).
RESCISSION OF ELECTION
The Company may rescind any election by it to adjust to or, in the case of a Term Interest
Rate Period, continue a Rate Period prior to the effective date of such adjustment or continuation
by giving written notice of rescission to the Issuer, the Trustee, the Paying Agent the
Remarketing Agent and the Bank (or the Obligor on an Alternate Credit Facility, as the case may
be) prior to such effective date. At the time the Company gives notice of the rescission, it may
also elect in such notice to continue the Rate Period then in effect; provided, however, that if the
Rate Period then in effect is a Term Interest Rate Period, the subsequent Term Interest Rate
Period may not be of a different duration than the Term Interest Rate Period then in effect unless
the Company provides to the Trustee an approving opinion of Bond Counsel prior to the
expiration of the then-current Term Interest Rate Period. If the Trustee receives notice of such
rescission prior to the time the Trustee has given notice to the Owners of the change in or
continuation of Rate Periods, then such notice of change in or continuation of Rate Periods is of
no force and effect and will not be given to the Owners. If the Trustee receives notice of such
rescission after the Trustee has given notice to the Owners of an adjustment from other than a
Term Interest Rate Period in excess of one year or an attempted adjustment from one Rate Period
(other than a Term Interest Rate Period in excess of one year) to another Rate Period does not
become effective for any other reason and if the Company does not elect to continue the Term
Interest Rate Period then in effect, then the Rate Period for the Bonds will automatically adjust to
or continue in a Daily Interest Rate Period and the Trustee will immediately give notice thereof
to the Owners of the Bonds. If the Trustee receives notice of such rescission after the Trustee
has given notice to the Owners of an adjustment from a Term Interest Rate Period in excess of
one year to another Rate Period (including a Term Interest Rate Period of a different duration),
or if an attempted adjustment from a Term Interest Rate Period in excess of one year to another
Rate Period (including a Term Interest Rate Period of a different duration) does not become
effective for any reason and if the Company does not elect to continue the Term Interest Rate
Period then in effect, then the Rate Period for the Bonds will continue to be a Term Interest Rate
Period of the same duration as the immediately preceding Term Interest Rate Period, subject to
the second proviso contained in the paragraph above under “—Term Interest Rate
Period-Determination of Term Interest Rate;” provided that if the Company delivers to the
Trustee an approving opinion of Bond Counsel prior to the end of the then effective Term
Interest Rate Period, the Rate Period for the Bonds will be as directed by the Company in
writing. If a Daily Interest Rate for the first day of any Daily Interest Rate Period to which a
Rate Period is adjusted in accordance with this paragraph is not determined as described in
“-Daily Interest Rate Period-Determination of Daily Interest Rate,” the Daily Interest Rate for
the first day of such Daily Interest Rate Period will 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
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publication determined by the Remarketing Agent as most comparable to The Bond Buyer). The
Trustee will immediately give written notice of each such automatic adjustment to a Rate Period
as described in this paragraph to the Owners.
Notwithstanding the rescission by the Company of any notice to adjust or continue a Rate
Period, if notice has been given to Owners of such adjustment or continuation, the Bonds are
subject to mandatory purchase as specified in such notice.
OPTIONAL PURCHASE
Daily Interest Rate Period. During any Daily Interest Rate Period, any Bond (or portions
thereof in Authorized Denominations) will be purchased at the option of the owner thereof on
any Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a)delivery to the Trustee at the Delivery Office of the Trustee and to the
Remarketing Agent at the Principal Office of the Remarketing Agent, not later than 11:00
a.m., New York time, on such Business Day, of an irrevocable written or telephonic
notice (promptly confirmed in writing), which states the principal amount and certificate
number (if the Bonds are not then held in book-entry form) of such Bond to be purchased
and the date of such purchase; and
(b)except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on such purchase date.
Weekly Interest Rate Period. During any Weekly Interest Rate Period, any Bond (or
portions thereof in Authorized Denominations) will be purchased at the option of the owner
thereof on any Wednesday, or if such Wednesday is not a Business Day, the next succeeding
Business Day at a purchase price equal to 100% of the principal amount thereof plus accrued
interest, if any, to the date of purchase upon:
(a)delivery to the Trustee at the Delivery Office of the Trustee of an
irrevocable written notice or telephonic notice (promptly confirmed in writing) by 5:00
p.m., New York time, on any Business Day, which states the principal amount and
certificate number (if the Bonds are not then held in book-entry form) of such Bond to be
purchased and the date on which such Bond is to be purchased, which date may not be
prior to the seventh day next succeeding the date of the delivery of such notice to the
Trustee; and
(b)except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
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Trustee at or prior to 1:00 p.m., New York time, on the purchase date specified in such
notice.
Term Interest Rate Period. Any Bond (or portions thereof in Authorized Denominations)
will be purchased at the option of the owner thereof on the first day of any Term Interest Rate
Period that follows a Term Interest Rate Period of equal duration, at a purchase price equal to (x)
if the Bond is purchased on or prior to the Record Date, 100% of the principal amount thereof
plus accrued interest from the Interest Payment Date next preceding the date of purchase to the
date of purchase (unless the date of purchase is an Interest Payment Date in which case the
purchase price is equal to the principal amount thereof) or (y) if the Bond is purchased after the
Record Date, 100% of the principal amount thereof, upon:
(a)delivery to the Trustee at the Delivery Office of the Trustee on any
Business Day not less than 15 days before the purchase date of an irrevocable notice in
writing by 5:00 p.m., New York time, which states the principal amount and certificate
number (if the Bonds are not then held in book-entry form) of such Bond to be so
tendered for purchase; and
(b)except when the Bond is held in book-entry form, delivery of such Bond,
accompanied by an instrument of transfer (which may be the form printed on the Bond)
executed in blank by its Owner, with such signature guaranteed by a bank, trust company
or member firm of the New York Stock Exchange, Inc. to the Delivery Office of the
Trustee at or prior to 1:00 p.m., New York time, on the date of such purchase.
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, THE BENEFICIAL OWNER OF
THE BONDS THROUGH ITS DIRECT PARTICIPANT (AS HEREINAFTER DEFINED) MUST GIVE NOTICE TO THE
TRUSTEE TO ELECT TO HAVE SUCH BONDS PURCHASED, AND MUST EFFECT DELIVERY OF SUCH BONDS
BY CAUSING SUCH D IRECT PARTICIPANT TO TRANSFER ITS INTEREST IN THE BONDS EQUAL TO SUCH
BENEFICIAL OWNER’S INTEREST ON THE RECORDS OF DTC TO THE TRUSTEE’S PARTICIPANT ACCOUNT
WITH DTC. THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WITH ANY
PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED SATISFIED WHEN THE
OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DTC PARTICIPANTS ON THE RECORDS OF
DTC. SEE “—BOOK-ENTRY SYSTEM.”
MANDATORY PURCHASE
The Bonds are subject to mandatory purchase at a purchase price equal to 100% of the
principal amount thereof, plus accrued interest to the purchase date described below, upon the
occurrence of any of the events stated below:
(a)as to any Bond, on the effective date of any change in a Rate Period, other
than the effective date of a Term Interest Rate Period which was preceded by a Term
Interest Rate Period of the same duration;
(b)as to each Bond in a Flexible Interest Rate Period, on the day next
succeeding the last day of any Flexible Segment with respect to such Bond; or
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(c)as to all Bonds of an issue, on the Business Day preceding an Expiration
of the Term of the Letter of Credit or an Expiration of the Term of an Alternate Credit
Facility; or
(d)as to all of the Bonds of an issue, on the next succeeding Business Day
following the day that the Trustee receives notice from the Bank or the Obligor on an
Alternate Credit Facility, as the case may be, that, following a drawing on the Letter of
Credit or the Alternate Credit Facility on an Interest Payment Date for the payment of
unpaid interest on the Bonds, the Letter of Credit or the Alternate Credit Facility will not
be reinstated in accordance with its terms.
When Bonds are subject to redemption pursuant to paragraph (c) below under
“—Optional Redemption of Bonds,” the Bonds are also subject to mandatory purchase on a day
that the Bonds would be subject to redemption, at a purchase price equal to 100% of the principal
amount thereof plus an amount equal to any premium which would have been payable on such
redemption date had the Bonds been redeemed if the Company gives notice to the Trustee on the
day prior to the redemption date that it elects to have the Bonds purchased in lieu of redemption.
If the Bonds are purchased on or prior to the Record Date, the purchase price will include
accrued interest from the Interest Payment Date next preceding the date of purchase to the date
of purchase (unless the date of purchase is an Interest Payment Date, in which case the purchase
price is equal to the amount specified in the preceding sentence). If the Bonds are purchased
after the Record Date, the purchase price does not include accrued interest.
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (c) of the second preceding paragraph, the Trustee will give notice by
mail to the Remarketing Agent and the Owners of the Bonds of the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be,
not less than 15 days prior to such Expiration, which notice must (a) describe generally any
Letter of Credit or any Alternate Credit Facility in effect prior to such Expiration, and any
Substitute Letter of Credit or Alternate Credit Facility to be in effect upon such Expiration and
state the name of the provider thereof; (b) state the date of the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of an Alternate Credit Facility, as the case may be;
(c) state the rating or ratings, if any, which the Bonds are expected to receive from any rating
agency following such Expiration; (d) state that the Bonds are subject to mandatory purchase; (e)
state the purchase date; and (f) except when the Bonds are held in book-entry form, state that the
Bonds must be delivered to the New York office designated by the Trustee as the “Delivery
Office of the Trustee.”
If the Bonds are subject to mandatory purchase in accordance with the provisions
described in subparagraph (d) of the third preceding paragraph, the Trustee shall, immediately
upon receipt of notice from the Bank or the Obligor on a Alternate Credit Facility, as the case
may be, that the Letter of Credit or the Alternate Credit Facility will not be reinstated in
accordance with its terms, give Electronic Notice and notice by overnight mail service to the
Remarketing Agent and to the Owners of the Bonds at their addresses shown on the registration
books kept by the Registrar, which notice shall (a) describe generally any Letter of Credit or any
Alternate Credit Facility in effect prior to such mandatory purchase; (b) state that the Letter of
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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-entry form, state that the Bonds must be
delivered to the New York office designated by the Trustee as the ”Delivery Office of the
Trustee.”
FOR SO LONG AS THE BONDS ARE HELD IN BOOK-ENTRY FORM, NOTICES OF M ANDATORY
PURCHASE OF BONDS WILL BE GIVEN BY THE TRUSTEE TO DTC ONLY, AND NEITHER THE ISSUER, THE
TRUSTEE, THE COMPANY NOR ANY REMARKETING AGENT HAS ANY RESPONSIBILITY FOR THE DELIVERY
OF ANY SUCH NOTICES BY DTC TO ANY DIRECT PARTICIPANTS OF DTC, BY ANY DIRECT PARTICIPANTS
TO ANY INDIRECT PARTICIPANTS OF DTC OR BY ANY D IRECT P ARTICIPANTS OR INDIRECT
PARTICIPANTS TO BENEFICIAL OWNERS OF THE BONDS. FOR SO LONG AS THE BONDS ARE HELD IN
BOOK-ENTRY FORM, THE REQUIREMENT FOR PHYSICAL DELIVERY OF THE BONDS IN CONNECTION WITH
ANY PURCHASE PURSUANT TO THE PROVISIONS DESCRIBED ABOVE ARE DEEMED SATISFIED WHEN THE
OWNERSHIP RIGHTS IN THE BONDS ARE TRANSFERRED BY DIRECT PARTICIPANTS ON THE RECORDS OF
DTC. SEE “BOOK-ENTRY SYSTEM.”
PURCHASE OF BONDS
On the date on which Bonds are delivered to the Trustee for purchase as specified above
under “—Optional Purchase” or “—Mandatory Purchase,” the Trustee will pay the purchase
price of such Bonds solely from the following sources in the order of priority indicated, and the
Trustee has no obligation to use funds from any other source:
(a)Available Moneys (as hereinafter defined) furnished by the Company to
the Trustee for the purchase of Bonds;
(b)proceeds of the sale of such Bonds (other than Bonds sold to the
Company, any subsidiary of the Company, any guarantor of the Company, the Issuer or
any “insider” (as defined in the United States Bankruptcy Code) of any of the
aforementioned) by the Remarketing Agent;
(c)Available Moneys or moneys provided pursuant to the Letter of Credit or
an Alternate Credit Facility, as the case may be, for the payment of the purchase price of
the Bonds furnished by the Trustee pursuant to the Indenture for the purchase of Bonds
deemed paid in accordance with the defeasance provisions of the Indenture;
(d)moneys furnished pursuant to the Letter of Credit or an Alternate Credit
Facility, as the case may be, to the Trustee for the payment of the purchase price of the
Bonds; and
(e)any other moneys furnished by the Company to the Trustee for purchase
of the Bonds;
provided, however, that funds for the payment of the purchase price of defeased Bonds may be
derived only from the sources described in (c) above, in such order of priority.
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“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate
Credit Facility is in effect, (i) moneys on deposit in trust with the Trustee as agent and bailee for
the Owners of the Bonds for a period of at least 123 days prior to and during which no petition in
bankruptcy or similar insolvency proceeding has been filed by or against the Company or the
Issuer (or any subsidiary of the Company, any guarantor of the Company or any insider (as
defined in the United States Bankruptcy Code), to the extent that such moneys were deposited by
any of such subsidiary, guarantor or insider) or is pending (unless such petition has been
dismissed and such dismissal is final and not subject to appeal) and (ii) (A) proceeds of the
issuance of refunding bonds (including proceeds from the investment thereof), and (B) any other
moneys, if, in the written opinion of nationally recognized counsel experienced in bankruptcy
matters selected by the Company (which opinion is in a form acceptable to the Trustee, to
Moody’s, if the Bonds are then rated by Moody’s and to S&P, if the Bonds are then rated by
S&P, and is delivered to the Trustee at or prior to the time of the deposit of such proceeds with
the Trustee), the deposit and use of such proceeds or other moneys will not constitute a voidable
preference under Section 547 of the United States Bankruptcy Code in the event either the Issuer
or the Company were to become a debtor under the United States Bankruptcy Code (the
“Preference Opinion Condition”), and (b) at any time that a Letter of Credit or an Alternate
Credit Facility is not in effect, any moneys on deposit with the Trustee as agent and bailee for the
Owners of the Bonds and proceeds from the investment thereof.
REMARKETING OF BONDS
The Remarketing Agent will offer for sale and use its best efforts to remarket any Bond
subject to purchase pursuant to the optional or mandatory purchase provisions described above,
any such remarketing to be made at a price equal to 100% of the principal amount thereof plus
accrued interest, if any, to the purchase date. The Company may direct the Remarketing Agent
from time to time to cease and to resume sales efforts with respect to some or all of the Bonds.
Anything in the Indenture to the contrary notwithstanding, at any time during which the
Letter of Credit or an Alternate Credit Facility, as the case may be, is in effect, there will be no
sales of Bonds as described in the preceding paragraph, if (a) there has occurred and has not been
cured or waived an Event of Default described in paragraphs (a), (b) or (c) under the caption
“THE INDENTURES—Defaults” of which the Remarketing Agent and the Trustee have actual
knowledge or (b) the Bonds have been declared to be immediately due and payable as described
under the caption “THE INDENTURES—Remedies” and such declaration has not been rescinded
pursuant to the Indenture.
OPTIONAL REDEMPTION OF BONDS
Bonds of any issue may be redeemed at the option of the Company (but only with the
consent of the Bank (or, if applicable, by the Obligor on an Alternate Credit Facility, if required
by the Alternate Credit Facility)), in whole, or in part by lot, prior to their maturity date as
follows:
(a)On any Business Day during a Daily Interest Rate Period or Weekly
Interest Rate Period, the Bonds of an issue may be redeemed at a redemption price equal
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to 100% of the principal amount thereof plus accrued interest, if any, to the date of
redemption.
(b)During any Flexible Interest Rate Period, each Bond may be redeemed on
the day next succeeding the last day of each Flexible Segment for such Bond at a
redemption price equal to 100% of its principal amount.
(c)During any Term Interest Rate Period and on the day next succeeding the
last day of each Term Interest Rate Period, the Bonds of an issue may be redeemed
during the periods specified below, in whole or in part at any time, at the redemption
prices set forth below plus accrued interest, if any, to the redemption date:
LENGTH OF TERM
INTEREST RATE PERIOD
REDEMPTION DATES
AND PRICES
Greater than 13 years At any time on or after the 10th anniversary of the effective
date of the Term Interest Rate Period at 102% declining 1%
annually to 100%
Greater than 10 and less than or
equal to 13 years
At any time on or after the 5th anniversary of the effective
date of the Term Interest Rate Period at 102% declining 1%
annually to 100%
Greater than 7 and less than or
equal to 10 years
At any time on or after the 3rd anniversary of the effective
date of the Term Interest Rate Period at 102% declining 1%
annually to 100%
Greater than 4 and less than or
equal to 7 years
At any time on or after the 2nd anniversary of the effective
date of the Term Interest Rate Period at 101% declining
1/2% annually to 100%
Greater than 2 and less than or
equal to 4 years
At any time on or after the 2nd anniversary of the effective
date of the Term Interest Rate Period at 101% declining
1/2% each six months thereafter to 100%
Greater than 1 and less than or
equal to 2 years
At any time on or after the 1st anniversary of the effective
date of the Term Interest Rate Period at 100-1/2% declining
1/2% six months thereafter to 100%
Less than or equal to 1 year Not redeemable
With respect to any Term Interest Rate Period, the Company may specify in the notice
described above in the third paragraph under “—Term Interest Rate Period-Adjustment to or
Continuation of Term Interest Rate Period” redemption provisions, prices and periods other than
those set forth above; provided, however, that such notice is accompanied by an opinion of Bond
Counsel to the effect that such changes are authorized or permitted by the Utah Act, the
Wyoming Act or the Colorado Act, as applicable, and the Indenture and will not adversely affect
the Tax-Exempt status of the Bonds.
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EXTRAORDINARY OPTIONAL REDEMPTION OF BONDS
At any time, the Bonds of an issue are subject to redemption at the option of the
Company in whole or in part (and if in part, by lot), at a redemption price equal to 100% of the
principal amount thereof plus accrued interest to the redemption date, upon receipt by the
Trustee of a written notice from the Company (but only with the consent of the Bank (or, if
applicable, by the Obligor on an Alternate Credit Facility, if required by the Alternate Credit
Facility)) stating that any of the following events has occurred and that the Company therefore
intends to exercise its option to prepay the payments due under the Loan Agreement in whole or
in part and thereby effect the redemption of the Bonds of an issue in whole or in part to the
extent of such prepayments:
(a)the Company has determined that the continued operation of the Plant is
impracticable, uneconomical or undesirable for any reason; or
(b)the Company has determined that the continued operation of the Project is
impracticable, uneconomical or undesirable due to (i) the imposition of taxes, other than
ad valorem taxes currently levied upon privately owned property used for the same
general purpose as the Project, or other liabilities or burdens with respect to the Project or
the operation thereof, (ii) changes in technology, in environmental standards or legal
requirements or in the economic availability of materials, supplies, equipment or labor or
(iii) destruction of or damage to all or part of the Project; or
(c)all or substantially all of the Project or the Plant has been condemned or
taken by eminent domain; or
(d)the operation of the Project or the Plant has been enjoined or has otherwise
been prohibited by, or conflicts with, any order, decree, rule or regulation of any court or
of any federal, state or local regulatory body, administrative agency or other
governmental body.
SPECIAL MANDATORY REDEMPTION OF BONDS
The Bonds are subject to mandatory redemption at 100% of the principal amount thereof
plus accrued interest, if any, to the date of redemption upon the occurrence of the following
events.
The Bonds will be redeemed in whole within 180 days following a “Determination of
Taxability” as defined below; provided that, if in the opinion of Bond Counsel delivered to the
Trustee, the redemption of a specified portion of the Bonds outstanding would have the result
that interest payable on the Bonds remaining outstanding after such redemption would remain
Tax-Exempt, then the Bonds will be redeemed in part by lot (in Authorized Denominations) in
such amount as Bond Counsel in such opinion has determined is necessary to accomplish that
result. A “Determination of Taxability” is deemed to have occurred if, as a result of an Event of
Taxability (as defined below), a final decree or judgment of any federal court or a final action of
the Internal Revenue Service determines that interest paid or payable on any Bond is or was
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includible in the gross income of an owner of the Bonds for federal income tax purposes under
the Code (other than an owner who is a “substantial user” or “related person” within the
meaning of Section 103(b)(13) of the 1954 Code). However, no such decree or action will be
considered final for this purpose unless the Company has been given written notice and, if it is so
desired and is legally allowed, has been afforded the opportunity to contest the same, either
directly or in the name of any owner of a Bond, and until conclusion of any appellate review, if
sought. If the Trustee receives written notice from any owner stating (a) that the owner has been
notified in writing by the Internal Revenue Service that it proposes to include the interest on any
Bond in the gross income of such owner for the reasons described therein or any other
proceeding has been instituted against such owner which may lead to a final decree or action as
described in the Loan Agreement, and (b) that such owner will afford the Company the
opportunity to contest the same, either directly or in the name of the owner, until a conclusion of
any appellate review, if sought, then the Trustee will promptly give notice thereof to the
Company, the Insurer, the Bank (or the Obligor on an Alternate Credit Facility, as the case may
be), the Issuer and the owner of each Bond then outstanding. If a final decree or action as
described above thereafter occurs and the Trustee has received written notice thereof at least 45
days prior to the redemption date, the Trustee will make the required demand for prepayment of
the amounts payable under the Loan Agreement for prepayment of the Bonds and give notice of
the redemption of the Bonds at the earliest practical date, but not later than the date specified in
the Loan Agreement, and in the manner provided by the Indenture. An “Event of Taxability”
means the failure of the Company to observe any covenant, agreement or representation in the
Loan Agreements, which failure results in a Determination of Taxability.
PROCEDURE FOR AND NOTICE OF REDEMPTION
If less than all of the Bonds of an issue are called for redemption, the particular Bonds or
portions thereof to be redeemed will be selected by the Trustee, by lot. In selecting Bonds for
redemption, the Trustee will treat each Bond as representing that number of Bonds which is
obtained by dividing the principal amount of each Bond by the minimum Authorized
Denomination. Notwithstanding the foregoing provisions, Pledged Bonds shall be redeemed
prior to any other Bonds. Any Bonds selected for redemption which are deemed to be paid in
accordance with the provisions of the Indenture will cease to bear interest on the date fixed for
redemption. Subject to the procedures described below under “—Book-Entry System” for
Bonds held in book-entry form, upon presentation and surrender of such Bonds at the place or
places of payment, such Bonds will be paid and redeemed. Notice of redemption will be given
by mail as provided in the Indenture, at least 30 days and not more than 60 days prior to the
redemption date, provided that the failure to duly give notice by mailing to any Owner, or any
defect therein, does not affect the validity of any proceedings for the redemption of any other of
the Bonds. Such notice will also be sent to the Remarketing Agent, the Insurer, the Bank or the
Obligor on an Alternative Credit Facility, as the case may be, the Company Mortgage Trustee,
Moody’s, S&P, securities depositories and bond information services.
With respect to notice of any optional redemption of the Bonds, as described above,
unless upon the giving of such notice, such Bonds are deemed to have been paid within the
meaning of the Indenture, such notice may state that such redemption is conditional upon the
receipt by the Trustee, on or prior to the date fixed for such redemption, of Available Moneys
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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 will not be made and the Trustee will
give notice, in the manner in which the notice of redemption was given, that such redemption
will not take place.
SPECIAL CONSIDERATIONS RELATING TO THE BONDS
The Remarketing Agents are Paid By the Company. The Remarketing Agents’
responsibilities include determining the interest rate from time to time and remarketing Bonds
that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the
terms of the applicable Indenture and the Remarketing Agreement), all as further described in
this Reoffering Circular. The Remarketing Agents are appointed by the Company and paid by
the Company for their services. As a result, the interests of the Remarketing Agents may differ
from those of existing Holders and potential purchasers of Bonds.
The Remarketing Agents May Purchase Bonds for their Own Accounts. The Remarketing
Agents act as remarketing agents for a variety of variable rate demand obligations and, in their
sole discretion, may purchase such obligations for their own accounts. The Remarketing Agents
are permitted, but not obligated, to purchase tendered Bonds for their own accounts and, in their
sole discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of
the Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for
other reasons. However, the Remarketing Agents are not obligated to purchase Bonds, and may
cease doing so at any time without notice. The Remarketing Agents may also make a market in
the Bonds by purchasing and selling Bonds other than in connection with an optional or
mandatory tender and remarketing. Such purchases and sales may be at or below par. However,
the Remarketing Agents are not required to make a market in the Bonds. The Remarketing
Agents may also sell any Bonds they have purchased to one or more affiliated investment
vehicles for collective ownership or enter into derivative arrangements with affiliates or others in
order to reduce their exposure to the Bonds. The purchase of Bonds by the Remarketing Agents
may create the appearance that there is greater third party demand for the Bonds in the market
than is actually the case. The practices described above also may result in fewer Bonds being
tendered in a remarketing.
Bonds May be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indentures and the Remarketing Agreements, the
Remarketing Agents are required to determine the applicable rate of interest that, in their
judgment, is the lowest rate that would permit the sale of the Bonds bearing interest at the
applicable interest rate at par plus accrued interest, if any, on and as of the applicable interest rate
determination date. The interest rate will reflect, among other factors, the level of market
demand for the Bonds (including whether the Remarketing Agents are willing to purchase Bonds
for their own accounts). There may or may not be Bonds tendered and remarketed on an interest
rate determination date, the Remarketing Agents may or may not be able to remarket any Bonds
tendered for purchase on such date at par and the Remarketing Agents may sell Bonds at varying
prices to different investors on such date or any other date. The Remarketing Agents are not
obligated to advise purchasers in a remarketing if they do not have third party buyers for all of
the Bonds at the remarketing price. In the event a Remarketing Agent owns any Bonds for its
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own account, it may, in its sole discretion in a secondary market transaction outside the tender
process, offer such Bonds on any date, including the interest rate determination date, at a
discount to par to some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agents may buy and sell Bonds other than through the tender process.
However, they are not obligated to do so and may cease doing so at any time without notice and
may require Holders that wish to tender their Bonds to do so through the Tender Agent with
appropriate notice. Thus, investors who purchase the Bonds, whether in a remarketing or
otherwise, should not assume that they will be able to sell their Bonds other than by tendering the
Bonds in accordance with the tender process.
The Remarketing Agents May Resign, Without a Successor Being Named. The
Remarketing Agents may resign, upon 30 days’ prior written notice, without a successor having
been named.
BOOK-ENTRY SYSTEM
The following information in this section concerning The Depository Trust Company,
New York, New York (“DTC”), and its book-entry system has been furnished for use in the
Reoffering Circular by DTC. None of the Company, the Issuers or the Remarketing Agents take
any responsibility for the accuracy of such information.
DTC will act as securities depository for the Bonds. The Bonds were issued as
fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One
fully-registered Bond certificate will be issued for the Bonds of each issue, in the aggregate
principal amount thereof, and will be deposited with DTC. One fully-registered Bond was issued
for each issue of the Bonds, in the aggregate principal amount of such issue, and was deposited
with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity
issues, corporate and municipal debt issues, and money market instruments (from over 100
countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also
facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement
of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC
is a whole-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed
Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by
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the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S and non-U.S. securities brokers and dealers, banks and trust companies and clearing
corporations that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.com and
www.dtc.org.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest
of each Beneficial Owner is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners are, however, expected to receive written confirmations providing details of
the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Bonds are to be accomplished by entries made on the books of Direct
and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Bonds, except in the event that use
of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
are registered in the name of DTC’s partnership nominee, Cede & Co, or such other name as
may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and
their registration in the name of Cede & Co., or such other DTC nominee, does not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may
wish to take certain steps to augment transmission to them of notices of significant events with
respect to the Bonds, such as redemptions, tenders, defaults and proposed amendments to
documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee
holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to
the registrar and request that copies of notices be provided directly to them.
While Bonds are in the book-entry system, redemption notices will 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 Participant in such issue to be redeemed.
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As long as the book-entry system is used for the Bonds, redemption notices will be sent
to Cede & Co. If less than all of the Bonds of any issue are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with
respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts the Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
As long as the book-entry system is used for the Bonds, principal or purchase price of
and premium, if any, and interest payments on, the Bonds will 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 Participants’ 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 Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, the Company, the Paying Agent, the Trustee,
the Remarketing Agent or the Issuer, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal, purchase price, premium and interest with
respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the Issuer or the Paying Agent, disbursement of
such payments to Direct Participants are the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners are the responsibility of Direct and Indirect Participants.
A Beneficial Owner must give notice to elect to have its Bonds purchased or tendered,
through its Participant, to the Remarketing Agent, and must effect delivery of such Bonds by
causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s
records, to the Remarketing Agent. The requirement for physical delivery of Bonds in
connection with an optional tender or a mandatory purchase will be deemed satisfied when the
ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and
followed by a book-entry credit of tendered Bonds to the Remarketing Agent’s DTC account.
DTC may discontinue providing its services as securities depository with respect to the
Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such
circumstances, in the event that a successor securities depository is not obtained, Bond
certificates are required to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). In that event, Bond certificates will be
printed and delivered.
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None of the Issuer, the Company, the Remarketing Agent, the Trustee nor the Paying
Agent will have any responsibility or obligation to any securities depository, any Participants in
the Book-Entry System or the Beneficial Owners with respect to (a) the accuracy of any records
maintained by the securities depository or any Participant; (b) the payment by the securities
depository or by any Participant of any amount due to any Beneficial Owner in respect of the
principal amount or redemption of, or interest on, any Bonds; (c) the delivery of any notice by
the securities depository or any Participant; (d) the selection of the Beneficial Owners to receive
payment in the event of any partial redemption of the Bonds; or (e) any other action taken by the
securities depository or any Participant.
TERMINATION OF BOND INSURANCE
Concurrently with the issuance of the Bonds, Ambac issued an Ambac Insurance Policy
with respect to the Bonds of each issue to guarantee the payment of principal of and interest on
the applicable Bonds when due. In connection with the delivery of the Letters of Credit, Ambac,
the Company, the Trustee, each of the Issuers and the Company, acting as owner of Bonds, will
enter into separate Release Agreements, pursuant to which Ambac will be released from all
liabilities under each Ambac Insurance Policy and will surrender any and all rights under the
Trust Indentures and payment of principal of and interest on the Bonds when due will no longer
be guaranteed by Ambac under the Ambac Insurance Policies. Purchasers of the Bonds will be
deemed to have consented to the provisions of the Release Agreements, including but not limited
to the release of Ambac from all liabilities under the applicable Ambac Insurance Policy.
Purchasers of the Bonds have no claims against Ambac for the payment of principal
of and interest on the Bonds under the Ambac Insurance Policies and may only look to the
Bank (so long as the Bank is obligated to make such payment under the Letter of Credit),
an Obligor on an Alternate Credit Facility (to the extent the such Obligor is obligated to
make such payment under an Alternate Credit Facility) or the Company.
Under the Indenture and the Loan Agreement, PacifiCorp has reserved the right
following the expiration or termination of the Letter of Credit to obtain an Insurance Policy as all
or part of an Alternate Credit Facility. References in the Indenture, the Loan Agreement and in
this Reoffering Circular to the Insurer or an Insurance Policy, refer to the provider of such
Insurance Policy or such Insurance Policy and not to Ambac or the Ambac Insurance Policies;
provided, however, that Ambac is not prevented from providing an Insurance Policy in the future
as all or part of an Alternate Credit Facility. No Insurance Policy will be in place while the
Letter of Credit is in effect.
THE LETTERS OF CREDIT AND THE CREDIT AGREEMENTS
Each Letter of Credit will 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
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provisions common to the Letters of Credit. All references in this summary to the Issuer, the
Trustee, the Bank, the Remarketing Agent, the Letter of Credit, the Indenture, the Loan
Agreement, the Bonds and other documents and parties are deemed to refer to the Issuer, the
Trustee, the Bank, the Remarketing Agent, the Letter of Credit, the Indenture, the Bonds and
such other documents and parties, respectively, relating to each issue of the Bonds.
LETTERS OF CREDIT
On the date of reoffering of the Bonds, the Bank will issue in favor of the Trustee for
each issue of Bonds a separate Letter of Credit in the form of a direct pay letter of credit. Each
Letter of Credit will be issued in the aggregate principal amount of the applicable issue of Bonds
plus 48 days’ interest at 12% per annum, on the basis of a 365 day year (as from time to time
reduced and reinstated as provided in each Letter of Credit). Each Letter of Credit will permit
the Trustee to draw up to an amount equal to the then outstanding principal amount of the
applicable issue of Bonds to pay the unpaid principal thereof and accrued interest on such Bonds,
subject to the terms, conditions and limitations stated therein. The Letter of Credit for each issue
of the Bonds will be substantially in the form attached hereto as Appendix E.
Each Letter of Credit will expire on November 19, 2009, but will be automatically
extended, without written amendment, to, and shall expire on, November 19, 2010, unless on or
before October 20, 2009, notice is received by the Trustee stating that the Bank elects not to
extend such Letter of Credit beyond November 19, 2009. The date on which the Letter of Credit
expires as described in the preceding sentence, or if such date is not a Business Day then the first
succeeding Business Day thereafter is defined in the Letter of Credit as the Expiration Date. As
used in each Letter of Credit, the term “Business Day” means a day on which the San Francisco
Letter of Credit Operations Office of the Bank is open for business.
Each drawing honored by the Bank under each Letter of Credit will immediately reduce
the available amount thereunder by the amount of such drawing. Any drawing to pay interest
will be automatically reinstated on the eighth (8th) Business Day following the date such
drawing is honored by the Bank, unless the Company shall have received notice from the Bank
no later than seven (7) Business Days after such drawing is honored that there shall be no such
reinstatement. Any drawing to pay the purchase price of a Bond shall be reinstated if the Bonds
related to such drawing are remarketed and the remarketing proceeds are paid to the Bank prior
to the Expiration Date in an amount equal to the sum of (i) the amount paid to the Bank from
such remarketing proceeds and (ii) interest on such amount. See Appendix E.
CREDIT AGREEMENTS
General. The Company is party to that certain $800,000,000 Amended and Restated
Credit Agreement dated July 6, 2006 among the Company, the financial institutions party
thereto, the Administrative Agent (as defined below) and The Royal Bank of Scotland plc, as
syndication agent (together with all related documents, the “2006 Credit Agreement”) and that
certain $700,000,000 Credit Agreement dated October 23, 2007 among the Company, the
financial institutions party thereto, the Administrative Agent and The Royal Bank of Scotland
plc, as syndication agent (together with all related documents, the “2007 Credit Agreement”). In
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addition, the Company has executed and delivered a separate Letter of Credit Agreement (each, a
“Letter of Credit Agreement” and collectively, the “Letter of Credit Agreements”) requesting
that the Bank issue a letter of credit for each issue of Bonds and governing the issuance thereof.
The Letter of Credit Agreements, the 2006 Credit Agreement and the 2007 Credit Agreement are
collectively referred to herein as the “Credit Agreements.” Each Letter of Credit is issued
pursuant to either the 2006 Credit Agreement or the 2007 Credit Agreement, together with the
related Letter of Credit Agreement.
The Credit Agreements define the relationship between the Company and the financial
institutions party thereto, including the Bank; neither the Issuers nor the Trustee have any
interest in the Credit Agreements or in any of the funds or accounts created under them. Under
the Credit Agreements, the Company has agreed to reimburse the Bank for any drawings under
the related Letter of Credit, to pay certain fees and expenses, to pay interest on any unreimbursed
drawings or other amounts unpaid, and to reimburse the Bank for certain other costs and
expenses incurred.
Defined Terms. Capitalized terms used in this section and in the 2006 Credit Agreement
or the 2007 Credit Agreement, as applicable, that are not otherwise defined in this Reoffering
Circular will have the meanings set forth below.
“Administrative Agent” means, with respect to the 2006 Credit Agreement, JPMorgan
Chase Bank, N.A. in its capacity as administrative agent for the Syndicate Banks and its
successors in such capacity, and with respect to the 2007 Credit Agreement, Union Bank of
California, N.A. in its capacity as administrative agent for the Syndicate Banks and its successors
in such capacity.
“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the respective Credit Agreement, the amount set forth opposite its name on the
commitment schedule as its Commitment and (ii) with respect to each additional Syndicate Bank
or assignee which becomes a Syndicate Bank pursuant to either of the Credit Agreements, the
amount of the Commitment thereby assumed by it, in each case as such amount may from time
to time be reduced or increased pursuant to the respective Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the
respective Credit Agreement) of such Person, (v) all non-contingent reimbursement, indemnity
or similar obligations of such Person in respect of amounts paid under a letter of credit, surety
bond or similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person,
whether or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as
defined in the respective Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
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“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the respective
Credit Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the respective Credit Agreement) or any combination of the foregoing pursuant to the
respective Credit Agreement.
“Material Debt” means Debt of the Company arising under a single or series of related
instruments or other agreements exceeding $35,000,000 in principal amount.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means any individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Reimbursement Obligations” means, if Commitments remain in effect on the date
payment is made by the Issuing Bank, all such amounts paid by an Issuing Bank and remaining
unpaid by the Company after the date and time required for payment under the respective Credit
Agreement.
“Required Banks” means at any time Syndicate Banks having more than 50% of the total
Commitments under the respective Credit Agreement, or if the Commitments shall have been
terminated, holding more than 50% of the sum of the outstanding Loans and letter of credit
liabilities.
“Syndicate Bank” or “Syndicate Banks” means, individually or collectively, each bank
or other financial institution listed on the signature pages to the respective Credit Agreements,
each assignee which becomes a Syndicate Bank pursuant to the respective Credit Agreements,
and their respective successors.
Events of Default and Remedies. Any one or more of the following events constitute an
event of default (an “Event of Default”) under the respective Credit Agreement:
(a)the Company shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation or shall fail to pay, within five days of the due date thereof,
any interest, commitment fees or facility fees payable hereunder or shall fail to cash
collateralize any letter of credit pursuant to the respective Credit Agreement;
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(b)the Company shall fail to pay any other amount claimed by one or more
Syndicate Banks under the respective Credit Agreement within five days of the due date
thereof, unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid
claimed amount does not exceed $100,000 and (iii) the aggregate of all such unpaid
claimed amounts does not exceed $300,000;
(c)the Company shall fail to observe or perform certain specified financial
covenants contained in the respective Credit Agreement;
(d)the Company shall fail to observe or perform any covenant or agreement
contained in the respective Credit Agreement (other than those covered by clause (a), (b)
or (c) above) for 15 days after written notice thereof has been given to the Company by
the Administrative Agent at the request of any Syndicate Bank;
(e)any representation, warranty, certification or statement made by the
Company in the respective Credit Agreement or in any certificate, financial statement or
other document delivered pursuant to such Credit Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);
(f)the Company shall fail to make any payment in respect of any Material
Debt (other than Loans or any Reimbursement Obligation) or Material Hedging
Obligations (as defined in the respective Credit Agreement) when due or within any
applicable grace period;
(g)any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of such Material
Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;
(h)the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;
(i)an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
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(j)the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate a Material Plan (as defined in the 2006 Credit Agreement) shall be
filed under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate, to impose liability in excess of
$25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or to
cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any Multiemployer Plan (as defined in the 2006 Credit
Agreement) against any member of the ERISA Group to enforce Section 515 or
4219(c)(5) of ERISA in respect of an amount or amounts aggregating in excess of
$25,000,000, and such proceeding shall not have been dismissed within 20 days
thereafter; or a condition shall exist by reason of which the PBGC would be entitled to
obtain a decree adjudicating that any Material Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which would
cause one or more members of the ERISA Group to incur a current payment obligation in
excess of $25,000,000;
(k)a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days;
(l)MidAmerican Energy Holdings Company or any wholly-owned subsidiary
thereof that owns common stock of the Company (“MidAmerican”) shall fail to own
(directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding
shares of common stock of the Company; any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except
Berkshire Hathaway Inc. or any wholly-owned subsidiary thereof, shall acquire a
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act) of 35% or more of the outstanding shares of
common stock of MidAmerican; or, during any period of 14 consecutive calendar months
commencing on or after March 21, 2006, individuals who were directors of the Company
on the first day of such period and any new director whose election by the board of
directors of the Company or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the applicable period or whose election or nomination
for election was previously so approved, shall cease to constitute a majority of the board
of directors of the Company.
Upon the occurrence of any Event of Default under the respective Credit Agreement, the
Administrative Agent shall (i) if request by the Required Banks, by notice to the Company
terminate the Commitments and the obligation of each Syndicate Bank to make Loans
thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and
such obligations to make Loans and issue new Letters of Credit shall thereupon terminate, and
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(ii) if requested by the Required Banks, by notice to the Company declare the Loans (together
with accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the respective Credit Agreement to be, and the same
shall thereupon become, immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Company; provided that in the
case of any of the Events of Default specified in clause (h) or (i) above with respect to the
Company, without any notice to the Company or any other act by the Administrative Agent or
the Syndicate Banks, the Commitments shall thereupon terminate and the Loans (together with
accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the respective Credit Agreement shall become
immediately due and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Company.
The Company agrees, in addition to the Events of Default provisions above, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an
outstanding letter of credit issued under the respective Credit Agreement, pay to the
Administrative Agent an amount in immediately available funds (which funds shall be held as
collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to the
aggregate amount available for drawing under all letters of credit issued under the respective
Credit Agreements outstanding at such time (or, in the case of a request by an Issuing Bank, all
such letters of credit issued by it); provided that, upon the occurrence of any Event of Default
specified in clause (h) or (i) above with respect to the Company, and on the scheduled
termination date of the respective Credit Agreement, the Company shall pay such amount
forthwith without any notice or demand or any other act by the Administrative Agent, any
Issuing Bank or any Syndicate Bank.
THE LOAN AGREEMENTS
Each Loan Agreement will operate independently. A default under one Loan Agreement
will not necessarily constitute a default under the other Loan Agreements. The Loan Agreements
contain substantially identical terms, and the following is a summary of certain provisions
common to the Loan Agreements. All references in this summary to the Issuer, the Bank, the
Loan Agreement and payments thereunder, the Indenture, the Letter of Credit, the Bonds, the
Prior Bonds, the Facilities, the Project and other documents and parties are deemed to refer to
the Issuer, the Bank, the Loan Agreement and such payments, the Indenture, the Letter of Credit,
the Bonds, the Prior Bonds, the Facilities, the Project and such other documents and parties,
respectively, relating to each issue of the Bonds.
ISSUANCE OF THE BONDS; LOAN OF PROCEEDS
The Issuer issued the Bonds for the purpose of refunding the Prior Bonds, the proceeds of
which were used to finance or refinance, as the case may be, a portion of the Company’s share of
the costs of acquiring and improving the Facilities. The proceeds of the sale of the Bonds have
been used to refund the Prior Bonds.
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LOAN PAYMENTS; THE FIRST MORTGAGE BONDS
As and for repayment of the loan made to the Company by the Issuer, the Company will
pay to the Trustee, for the account of the Issuer, an amount equal to the principal of, premium, if
any, and interest on the Bonds when due on the dates, in the amounts and in the manner provided
in the Indenture for the payment of the principal of, premium, if any, and interest on the Bonds,
whether at maturity, upon redemption, acceleration or otherwise (“Loan Payments”); provided,
however, that the obligation of the Company to make any such Loan Payment will be reduced by
the amount of any reduction under the Indenture of the amount of the corresponding payment
required to be made by the Issuer thereunder; and provided further that the obligation of the
Company to make any such payment is deemed to be satisfied and discharged to the extent of the
corresponding payment made (a) by the Bank to the Trustee under the Letter of Credit, (b) by the
Obligor on an Alternate Credit Facility to the Trustee under such Alternate Credit Facility or (c)
by the Company of principal of or premium, if any, or interest on the First Mortgage Bonds.
The Company’s obligation to repay the loan made to it by the Issuer is secured by First
Mortgage Bonds delivered to the Trustee equal in principal amount to, and bearing interest at the
same rate and maturing on the same date as, the Bonds. The payments to be made by the
Company pursuant to the Loan Agreement and the First Mortgage Bonds are pledged under the
Indenture by the Issuer to the Trustee, and the Company is to make all payments thereunder and
thereon directly to the Trustee. See “THE FIRST MORTGAGE BONDS—General” below.
Pursuant to the Loan Agreement, the Company may provide for the release of its First
Mortgage Bonds by delivering to the Trustee collateral in substitution for the First Mortgage
Bonds (“Substitute Collateral”), but only if the Company, on the date of delivery of such
Substitute Collateral, simultaneously delivers to the Trustee (a) an opinion of Bond Counsel
stating that delivery of such Substitute Collateral and release of the First Mortgage Bonds
complies with the terms of the Loan Agreement and will not adversely affect the Tax-Exempt
status of the Bonds; (b) written evidence from the Insurer and from the Bank or Obligor on an
Alternate Credit Facility, as the case may be, to the effect that they have reviewed the proposed
Substitute Collateral and find it to be acceptable; and (c) written evidence from Moody’s, if the
Bonds are then rated by Moody’s, and from S&P, if the Bonds are then rated by S&P, in each
case to the effect that such rating agency has reviewed the Substitute Collateral and that the
release of the First Mortgage Bonds and the substitution of the Substitute Collateral for the First
Mortgage Bonds will not, by itself, result in a reduction, suspension or withdrawal of such rating
agency’s rating or ratings of the Bonds.
PAYMENTS OF PURCHASE PRICE
The Company will pay or cause to be paid to the Trustee amounts equal to the amounts to
be paid by the Trustee pursuant to the Indenture for the purchase of outstanding Bonds
thereunder (see “THE BONDS-Optional Purchase” and “—Mandatory Purchase”), such amounts to
be paid to the Trustee as the purchase price for the Bonds tendered for purchase pursuant to the
Indenture, on the dates such payments are to be made; provided, however, that the obligation of
the Company to make any such payment under the Loan Agreement will be reduced by the
amount of any moneys held by the Trustee under the Indenture and available for such payment.
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From the date of delivery of the Letter of Credit to and including the Interest Payment
Date next preceding the Expiration of the Term of the Letter of Credit (or the Expiration of the
Term of an Alternate Credit Facility, as the case may be), the Company will 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 Facility, as the case may be) to the
Trustee. The Trustee has been directed to draw moneys under the Letter of Credit (or an
Alternate Credit Facility, as the case may be), in accordance with the provisions of the Indenture
and the Letter of Credit (or an Alternate Credit Facility, as the case may be), to obtain the
moneys necessary to pay the purchase price of Bonds when due.
OBLIGATION ABSOLUTE
The Company’s obligation to make payments under the Loan Agreement and otherwise
on the First Mortgage Bonds is absolute, irrevocable and unconditional and is not subject to
cancellation, termination or abatement, or to any defense other than payment, or to any right of
setoff, counterclaim or recoupment arising out of any breach under the Loan Agreement or the
Indenture or otherwise by the Company, the Trustee, the Remarketing Agent, the Insurer, the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), or any other party or
out of any obligation or liability at any time owing to the Company by any such party.
EXPENSES
The Company is obligated to pay reasonable compensation and to reimburse certain
expenses and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, the
Paying Agent, Moody’s and S&P directly to such entity.
TAX COVENANTS; TAX-EXEMPT STATUS OF BONDS
The Company covenants that the Bond proceeds, the earnings thereon and other moneys
on deposit with respect to the Bonds will not be used in such a manner as to cause the Bonds to
be “arbitrage bonds” within the meaning of the Code.
The Company covenants that it has not taken, and will not take, or permit to be taken on
its behalf, any action which would adversely affect the Tax-Exempt status of the Bonds and will
take, or require to be taken, such action as may, from time to time, be required under applicable
law or regulation to continue to cause the Bonds to be Tax-Exempt. See “TAX EXEMPTION.”
OTHER COVENANTS OF THE COMPANY
Maintenance of Existence; Conditions Under Which Exceptions Permitted. The
Company covenants that it will maintain in good standing its corporate existence as a corporation
organized under the laws of one of the states of the United States or the District of Columbia and
will remain duly qualified to do business in the State of the Issuer, will not dissolve or otherwise
dispose of all or substantially all of its assets and will not consolidate with or merge into another
corporation; provided, however, that the Company may, without violating the foregoing,
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undertake from time to time any one or more of the following: (a) consolidate with or merge into
another domestic corporation (i.e., a corporation incorporated and existing under the laws of one
of the states of the United States or of the District of Columbia), or sell or otherwise transfer to
another domestic corporation all or substantially all of its assets as an entirety and thereafter
dissolve, provided the resulting, surviving or transferee corporation, as the case may be, must be
the Company or a corporation qualified to do business in the State of the Issuer as a foreign
corporation or incorporated and existing under the laws of the State of the Issuer, which as a
result of the transaction has assumed (either by operation of law or in writing) all of the
obligations of the Company under the Loan Agreement, the First Mortgage Bonds and the
Reimbursement Agreement; or (b) convey all or substantially all of its assets to one or more
wholly owned subsidiaries of the Company so long as the Company remains in existence and
primarily liable on all of its obligations under the Loan Agreement and such subsidiary or
subsidiaries to which such assets are so conveyed guarantees in writing the performance of all of
the Company’s obligations under the Loan Agreement, the First Mortgage Bonds and the
Reimbursement Agreement.
Assignment. With the consent of the Bank (or the Obligor on an Alternate Credit
Facility, as the case may be), the Company’s interest in the Loan Agreement may be assigned in
whole or in part by the Company to another entity, subject, however, to the conditions that no
assignment will (a) adversely affect the Tax-Exempt status of the Bonds or (b) relieve (other than
as described in “Maintenance of Existence; Conditions Under Which Exceptions Permitted”
above) the Company from primary liability for its obligations to pay the First Mortgage Bonds or
to make the Loan Payments or to make payments to the Trustee with respect to payment of the
purchase price of the Bonds or for any other of its obligations under the Loan Agreement; and
subject further to the condition that the Company has delivered to the Trustee and the Bank (or
the Obligor on an Alternate Credit Facility, as the case may be) an opinion of counsel to the
Company that such assignment complies with the provisions described in this paragraph and an
opinion of Bond Counsel to the effect that the proposed assignment will not impair the validity
of the Bonds under the Utah Act, the Wyoming Act or the Colorado Act, as applicable, or
adversely affect the Tax-Exempt status of the Bonds. The Company must, within 30 days after
the delivery thereof, furnish to the Issuer, the Bank (or the Obligor on an Alternate Credit
Facility, as the case may be) and the Trustee a true and complete copy of the agreements or other
documents effectuating any such assignment.
Maintenance and Repair; Taxes, Etc. The Company will maintain the Project in good
repair, keep the same insured in accordance with standard industry practice and pay all costs
thereof. The Company will pay or cause to be paid all taxes, special assessments and
governmental, utility and other charges with respect to the Project.
The Company may at its own expense cause the Facilities to be remodeled or cause such
substitutions, modifications and improvements to be made to the Facilities from time to time as
the Company, in its discretion, may deem to be desirable for its uses and purposes, which
remodeling, substitutions, modifications and improvements are included under the terms of the
Loan Agreement as part of the Facilities; provided, however, that the Company may not exercise
any such right, power, election or option if the proposed remodeling, substitution, modification
or improvement would adversely affect the Tax-Exempt status of the Bonds.
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The Company will cause insurance to be taken out and continuously maintained in effect
with respect to the Facilities in accordance with standard industry practice.
Anything in the Loan Agreement to the contrary notwithstanding, the Company has the
right at any time to cause the operation of the Facilities to be terminated if the Company has
determined that the continued operation of the Project or the Facilities is uneconomical for any
reason.
LETTER OF CREDIT; ALTERNATE CREDIT FACILITY; SUBSTITUTE LETTER OF CREDIT
The Company may, at any time, at its option:
(a)provide for the delivery on any Business Day to the Trustee of an Alternate Credit
Facility or a Substitute Letter of Credit, but only provided that:
(i)the Company shall deliver to the Trustee, the Remarketing Agent and the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be), a notice which
(A) states (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 Indenture, and (D)
directs the Trustee, after taking such actions as are required to be taken to provide
moneys due under the Indenture in respect of the Bonds or the purchase thereof, to
surrender the Letter of Credit or Alternate Credit Facility, as the case may be, which is to
be replaced, to the obligor thereon on the next Business Day after the later of the
effective date of the Alternate Credit Facility or the Substitute Letter of Credit to be
provided and the Expiration of the Term of the Letter of Credit or Expiration of the Term
of the Alternate Credit Facility which is to be replaced and thereupon to deliver any and
all instruments which may be reasonably requested by such obligor and furnished to the
Trustee (but such surrender shall occur only if the requirement of (ii) below has been
satisfied);
(ii)on the date of delivery of the Alternate Credit Facility or the Substitute
Letter of Credit (which shall be the effective date thereof), the Company shall furnish to
the Trustee simultaneously with such delivery of the Alternate Credit Facility or
Substitute Letter of Credit (which delivery must occur prior to 9:30 a.m., New York time,
on such date, unless a later time on such date shall be acceptable to the Trustee) an
opinion of Bond Counsel stating that the delivery of such Alternate Credit Facility or
Substitute Letter of Credit (A) complies with the terms of the Loan Agreement and (B)
will not adversely affect the Tax Exempt status of the Bonds; and
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(iii)in the case of the delivery of a Substitute Letter of Credit, the Company
has received the written consent of the Bank or the Obligor on an Alternate Credit
Facility; or
(b)provide for the termination on any Business Day of the Letter of Credit or any
Alternate Credit Facility then in effect, but only provided that:
(i)the Company shall deliver to the Trustee, the Remarketing Agent and the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be), a notice which
(A) states the Expiration of the Term of the Letter of Credit or the Expiration of the Term
of the Alternate Credit Facility which is to be terminated, (B) directs the Trustee to give
notice of the mandatory purchase of the Bonds on the Business Day next preceding the
Expiration of the Term of the Letter of Credit or the Expiration of the Term of the
Alternate Credit Facility which is to be terminated (which Business Day shall be not less
than 30 days from the date of receipt by the Trustee of the notice from the Company
specified above), in accordance with the Indenture, and (C) directs the Trustee, after
taking such actions as are required to be taken to provide moneys due under the Indenture
in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to be terminated, to the obligor
thereon on the next Business Day after the Expiration of the Term of the Letter of Credit
or the Expiration of the Term of the Alternate Credit Facility which is to be terminated
and to thereupon deliver any and all instruments which may be reasonably requested by
such obligor and furnished to the Trustee (but such surrender shall occur only if the
requirement of (ii) below has been satisfied); and
(ii)on the Business Day next preceding the Expiration of the Term of the
Letter of Credit or the Expiration of the Term of the Alternate Credit Facility, which is to
be terminated, the Company shall furnish to the Trustee (prior to 9:30 a.m., New York
time, on such Business Day, unless a later time on such Business Day shall be acceptable
to the Trustee) an opinion of Bond Counsel stating that the termination of such Alternate
Credit Facility or Letter of Credit (A) complies with the terms of the Loan Agreement
and (B) will not adversely affect the Tax Exempt status of the Bonds.
An Alternate Credit Facility may have an expiration date earlier than the maturity of the
Bonds. Any Substitute Letter of Credit must be issued by the same Bank that is a party to the
Letter of Credit in effect at the time of such substitution and must be identical in all material
respects as to terms and conditions to the Letter of Credit being replaced, except that it may
contain a later expiration date, provide for an increase or decrease in the interest rate or the
number of days of interest coverage or any combination of the foregoing.
EXTENSION OF A LETTER OF CREDIT
The Company may, at its election, but only with the written consent of the Bank or the
Obligor on an Alternate Credit Facility, as the case may be, at any time provide for the delivery
to the Trustee with respect to any issue of Bonds of an extension of the Letter of Credit or
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Alternate Credit Facility then in effect, as the case may be, for any period commencing after its
then-current expiration date.
DEFAULTS
Each of the following events constitute an “Event of Default” under the Loan Agreement:
(a)a failure by the Company to make when due any Loan Payment, any
payment required to be made to the Trustee for the purchase of Bonds or any payment on
the First Mortgage Bonds, which failure has resulted in an “Event of Default” as
described herein in paragraph (a), (b) or (c) under “THE INDENTURES—Defaults;”
(b)a failure by the Company to pay when due any amount required to be paid
under the Loan Agreement or to observe and perform any other covenant, condition or
agreement on the Company’s part to be observed or performed under the Loan
Agreement (other than a failure described in clause (a) above), which failure continues
for a period of 60 days (or such longer period as the Issuer, the Bank (or the Obligor on
an Alternate Credit Facility, as the case may be) and the Trustee may agree to in writing)
after written notice given to the Company and the Bank (or the Obligor on an Alternate
Credit Facility, as the case may be) by the Trustee or to the Company, the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be) and the Trustee by the Issuer;
provided, however, that if such failure is other than for the payment of money and cannot
be corrected within the applicable period, such failure does not constitute an Event of
Default so long as the Company institutes corrective action within the applicable period
and such action is being diligently pursued; or
(c)certain events of bankruptcy, dissolution, liquidation or reorganization of
the Company.
The Loan Agreement provides that, with respect to any Event of Default described in
clause (b) above if, by reason of acts of God, strikes, orders of political bodies, certain natural
disasters, civil disturbances and certain other events specified in the Loan Agreement, or any
cause or event not reasonably within the control of the Company, the Company is unable in
whole or in part to carry out one or more of its agreements or obligations contained in the Loan
Agreement (other than certain obligations specified in the Loan Agreement, including its
obligations to make when due Loan Payments and otherwise on the First Mortgage Bonds,
payments to the Trustee for the purchase of Bonds, to pay certain expenses and taxes, to
indemnify the Issuer, the Trustee and others against certain liabilities, to discharge liens and to
maintain its existence), the Company will not be deemed in default by reason of not carrying out
such agreements or performing such obligations during the continuance of such inability.
REMEDIES
Upon the occurrence and continuance of any Event of Default described in (a) or (c)
under “Defaults” above, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds have been declared to be immediately due and payable pursuant to any
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provision of the Indenture, the Loan Payments will, without further action, become and be
immediately due and payable. Any waiver of any Event of Default under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event
or Events of Default under the Loan Agreement and a rescission and annulment of the
consequences thereof. See “THE INDENTURES—Defaults.” Upon the occurrence and continuance
of any Event of Default arising from a “Default” as such term is defined in the Company
Mortgage, the Trustee, as holder of the First Mortgage Bonds, will, subject to the provisions of
the Indenture, have the rights provided in the Company Mortgage. Any waiver made in
accordance with the Indenture of a “Default” under the Company Mortgage and a rescission and
annulment of its consequences constitutes a waiver of the corresponding Event or Events of
Default under the Loan Agreement and a rescission and annulment of the consequences thereof.
Upon the occurrence and continuance of any Event of Default under the Loan
Agreement, the Issuer may take any action at law or in equity to collect any payments then due
and thereafter to become due, or to seek injunctive relief or specific performance of any
obligation, agreement or covenant of the Company under the Loan Agreement and under the
First Mortgage Bonds.
Any amounts collected from the Company upon an Event of Default under the Loan
Agreement will be applied in accordance with the Indenture.
AMENDMENTS
The Loan Agreement may be amended subject to the limitations contained in the Loan
Agreement and in the Indenture. See “THE INDENTURES—Amendment of the Loan Agreements.”
THE INDENTURES
Each Indenture will operate independently. A default under one Indenture will not
necessarily constitute a default under the other Indentures. The Indentures contain substantially
identical terms, and the following is a summary of certain provisions common to the Indentures.
All references in this summary to the Issuer, the Bank, the Loan Agreement and payments
thereunder, the Indenture, the Bonds, the Bond Fund, the Letter of Credit, the Insurance Policy
and other documents and parties are to the Issuer, the Bank, the Loan Agreement and such
payments, the Indenture, the Bonds, the Bond Fund, the Letter of Credit, the Insurance Policy
and such other documents and parties, respectively, relating to each issue of Bonds.
PLEDGE AND SECURITY
Pursuant to the Indenture, the Loan Payments have been pledged by the Issuer to secure
the payment of the principal of, and premium, if any, and interest on, the Bonds. The Issuer has
also pledged and assigned to the Trustee all its rights and interests under the Loan Agreement
(other than its rights to indemnification and reimbursement of expenses and certain other rights),
including the Issuer’s right to delivery of the First Mortgage Bonds, and has pledged to the
Trustee all moneys and obligations deposited or to be deposited in the Bond Fund established
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with the Trustee; provided that the Trustee, the applicable Remarketing Agent, the Paying Agent
and the Registrar will have a prior claim on the Bond Fund for the payment of their
compensation and expenses and for the repayment of any advances (plus interest thereon) made
by them to effect performance of certain covenants in the Indenture if the Company has failed to
make any payment which results in an Event of Default under the Loan Agreement.
APPLICATION OF PROCEEDS OF THE BOND FUND
The proceeds from the sale of the Bonds, excluding accrued interest, if any, were
deposited with the trustee for the Prior Bonds and used to refund the Prior Bonds. See “USE OF
PROCEEDS.” There is created under the Indenture a Bond Fund to be held by the Trustee and
therein established a Principal Account and an Interest Account. Payments made by the
Company under the Loan Agreement and otherwise on the First Mortgage Bonds in respect of
the principal of, premium, if any, and interest on, the Bonds and certain other amounts specified
in the Indenture are to be deposited in the appropriate account in the Bond Fund. While any
Bonds are outstanding and except as provided in a Tax Exemption Certificate and Agreement
among the Trustee, the Issuer and the Company (the “Tax Certificate”), moneys in the Bond
Fund will be used solely for the payment of the principal of, and premium, if any, and interest
on, the Bonds as the same become due and payable at maturity, upon redemption or upon
acceleration of maturity, subject to the prior claim of the Trustee, the Remarketing Agent, the
Paying Agent and the Registrar to the extent described above in “Pledge and Security.”
INVESTMENT OF FUNDS
Subject to the provisions of the Tax Certificate, moneys in the Bond Fund will, at the
direction of the Company, be invested in securities or obligations specified in the Indenture.
Gains from such investments will be credited, and any loss will be charged, to the particular fund
or account from which the investments were made. During the term of the Letter of Credit (or an
Alternate Credit Facility, as the case may be) moneys received under the Letter of Credit (or an
Alternate Credit Facility, as the case may be) are to be held uninvested.
DEFAULTS
Each of the following events will constitute an “Event of Default” under the Indenture:
(a)a failure to pay the principal of, or premium, if any, on any of the Bonds
when the same becomes due and payable at maturity, upon redemption or otherwise,
subject to certain exceptions for Pledged Bonds and Bonds held for the benefit of an
Obligor on an Alternate Credit Facility;
(b)a failure to pay an installment of interest on any of the Bonds for a period
of one day after such interest has become due and payable subject to certain exceptions
for Pledged Bonds and Bonds held for the benefit of an Obligor on an Alternate Credit
Facility;
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(c)a failure to pay amounts due in respect of the purchase price of Bonds
delivered to the Trustee for purchase after such payment has become due and payable as
provided under the captions “THE BONDS—Optional Purchase” and “—Mandatory
Purchase;”
(d)a failure by the Issuer to observe and perform any covenant, condition,
agreement or provision contained in the Bonds or the Indenture (other than a failure
described in clause (a), (b) or (c) above), which failure continues for a period of 90 days
after written notice has been given to the Issuer and the Company by the Trustee, which
notice may be given at the discretion of the Trustee and must be given at the written
request of the Owners of not less than 25% in principal amount of Bonds then
outstanding, unless such period is extended prior to its expiration by the Trustee, or by
the Trustee and the Owners of a principal amount of Bonds not less than the principal
amount of Bonds the Owners of which requested such notice, as the case may be;
provided, however, that the Trustee, or the Trustee and the Owners of such principal
amount of Bonds, as the case may be, will be deemed to have agreed to an extension of
such period if corrective action is initiated by the Issuer, or the Company on behalf of the
Issuer, within such period and is being diligently pursued;
(e)an “Event of Default” under the Loan Agreement;
(f)a “Default” under the Company Mortgage; or
(g)the Trustee’s receipt of written notice from the Bank (or the Obligor on an
Alternate Credit Facility, as the case may be) of an event of default under and as defined
in the Reimbursement Agreement.
REMEDIES
Upon the occurrence (without waiver or cure) of an Event of Default described in clause
(a), (b), (c), (f) or (g) under “Defaults” above or an Event of Default described in clause (e)
under “Defaults” above resulting from an “Event of Default” under the Loan Agreement as
described under clause (a) or (c) of “THE LOAN AGREEMENTS—Defaults” herein, and further upon
the conditions that, if (i) in accordance with the terms of the Company Mortgage, the First
Mortgage Bonds have become immediately due and payable pursuant to any provision of the
Company Mortgage and (ii) there has been filed with the Trustee a written direction of the Bank
(if its Letter of Credit is in effect and if no Bank Default shall have occurred and be continuing)
or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred and is
continuing), then the Bonds will, without further action, become immediately due and payable
and, during 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
described in the Indenture and the Trustee will as promptly as practicable draw moneys under the
Letter of Credit or an Alternate Credit Facility, as the case may be, to the extent available
thereunder, in an amount sufficient to pay principal of and accrued interest on the Bonds payable
on the Bond Payment date established as described in the Indenture; provided that any waiver of
any “Default” under the Company Mortgage and a rescission and annulment of its consequences
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will constitute a waiver of the corresponding Event or Events of Default under the Indenture and
rescission and annulment of the consequences thereof.
The provisions described in the preceding paragraph are subject to the condition that if,
so long as no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the
Bonds have been so declared to be due and payable and before any judgment or decree for the
payment of the moneys due have been obtained or entered as hereinafter provided, the Issuer will
cause to be deposited with the Trustee a sum sufficient to pay all matured installments of interest
upon all Bonds and the principal of any and all Bonds which have become due otherwise than by
reason of such declaration (with interest upon such principal and, to the extent permissible by
law, on overdue installments of interest, at the rate per annum specified in the Bonds) and such
amount as are sufficient to cover reasonable compensation and reimbursement of expenses
payable to the Trustee, and all Events of Default under the Indenture (other than nonpayment of
the principal of Bonds which has become due by said declaration) has been remedied, then, in
every such case, such Event of Default is deemed waived and such declaration and its
consequences rescinded and annulled, and the Trustee will promptly give written notice of such
waiver, rescission and annulment to the Issuer and the Company and will give notice thereof to
Owners of the Bonds by first-class mail; provided, however, that no such waiver, rescission and
annulment will extend to or affect any other Event of Default or subsequent Event of Default or
impair any right, power or remedy consequent thereon.
The provisions described in the second preceding paragraph are, further, subject to the
condition that, if an Event of Default described in clause (g) under “Defaults” above has
occurred and if the Trustee thereafter has received written notice from the Bank (or the Obligor
on the Alternate Credit 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 principal and (ii) interest on the Bonds and
the portion of purchase price equal to accrued interest have been reinstated to an amount equal to
the principal amount of the Bonds Outstanding plus accrued interest thereon for the applicable
Interest Coverage Period at the Interest Coverage Rate, then, in every such case, such Event of
Default is deemed waived and its consequences rescinded and annulled, and the Trustee will
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, will give notice thereof by Mail to all Owners of Outstanding Bonds; but no such
waiver, rescission and annulment will extend to or affect any subsequent Event of Default or
impair any right or remedy consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the
Trustee may, with the consent of the Bank (if its Letter of Credit is in effect and if no Bank
Default shall have occurred and be continuing) or the Insurer (if its policy is in effect and no
Insurer Default has occurred and is continuing), and upon the written direction of the Owners of
not less than 25% in principal amount of the Bonds outstanding and receipt of indemnity to its
satisfaction (except against gross negligence or willful misconduct) must, pursue any available
remedy to enforce the rights of the Owners of the Bonds and require the Company, the Issuer,
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the Insurer or the Bank (or the Obligor on an Alternate Credit Facility, as the case may be) to
carry out any agreements, bring suit upon the Bonds or enjoin any acts or things which may be
unlawful or in violation of the rights of the Owners of the Bonds. So long as an Insurer Default
has not occurred and is continuing, upon the occurrence and continuance of an Event of Default,
the Insurer is entitled to control and direct the enforcement of all rights and remedies granted to
the Owners or the Trustee for the benefit of the Owners under the Indenture. So long as a Bank
Default has not occurred and is continuing, upon the occurrence and continuance of an Event of
Default, the Bank is entitled to control and direct the enforcement of all rights and remedies
granted to the owners or the Trustee for the benefit of Owners under the Indenture. The Trustee
is not required to take any action in respect of an Event of Default (other than, in certain
circumstances, to declare the Bonds to be immediately due and payable, to notify the Insurer of
payments to be made pursuant to the Insurance Policy, to make certain payments with respect to
the Bonds and to draw on the Letter of Credit (or Alternate Credit Facility, as the case may be))
or to enforce the trusts created by the Indenture except upon the written request of the Owners of
not less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity
satisfactory to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the
right to direct the time, method and place of conducting all remedial proceedings available to the
Trustee under the Indenture or exercising any trust or power conferred on the Trustee upon
furnishing satisfactory indemnity to the Trustee (except against gross negligence or willful
misconduct) and provided that such direction does not result in any personal liability of the
Trustee.
No Owner of any Bond will have any right to institute any suit, action or proceeding in
equity or at law for the execution of any trust or power of the Trustee unless such Owner has
previously given the Trustee written notice of an Event of Default and unless the Owners of not
less than 25% in principal amount of the Bonds then outstanding have made written request of
the Trustee so to do, and unless satisfactory indemnity (except against gross negligence or willful
misconduct) has been offered to the Trustee and the Trustee has not complied with such request
within a reasonable time.
Notwithstanding any other provision in the Indenture, the right of any Owner to receive
payment of the principal of, premium, if any, and interest on the Owner’s Bond on or after the
respective due dates expressed therein, or to institute suit for the enforcement of any such
payment on or after such respective dates, will not be impaired or affected without the consent of
such Owner of Bonds.
DEFEASANCE
All or any portions of Bonds (in Authorized Denominations) will, prior to the maturity or
redemption date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a)in the event said Bonds or portions thereof have been selected for
redemption, the Trustee has given, or the Company has given to the Trustee in form
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satisfactory to it irrevocable instructions 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
Facility;
(c)the moneys so deposited with the Trustee are in an amount sufficient
(without relying on any investment income) to pay when due the principal of, premium, if
any, and interest due and to become due (which amount of interest to become due is
calculated at the Maximum Interest Rate unless the interest rate borne by all of such
Bonds is not subject to adjustment prior to the maturity or redemption thereof, in which
case the amount of interest is calculated at the rate borne by such Bonds) on said Bonds
or portions thereof on and prior to the redemption date or maturity date thereof, as the
case may be; provided, however, that if such payment is to be made upon optional
redemption, such payment is made from Available Moneys;
(d)in the event said Bonds or portions thereof do not mature and are not to be
redeemed within the next succeeding 60 days, the Issuer at the direction of the Company
has given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as
practicable in the same manner as a notice of redemption is given pursuant to the
Indenture, a notice to the Owners of said Bonds or portions thereof and to the Insurer that
the deposit required by clause (b) above has been made with the Trustee and that said
Bonds or portions thereof are deemed to have been paid and stating the maturity or
redemption date upon which moneys are to be available for the payment of the principal
of and premium, if any, and interest on said Bonds or portions thereof;
(e)the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of an independent public accountant of nationally recognized standing,
selected by the Company (an “Accountant’s Opinion”), to the effect that the
requirements set forth in clause (c) above have been satisfied;
(f)the Issuer, the Company, the Trustee and the Insurer shall have received
written evidence from Moody’s, if the Bonds are then rated by Moody’s, and S&P, if the
Bonds are then rated by S&P, that such action will not result in a reduction, suspension or
withdrawal of the rating; and
(g)the Issuer, the Company, the Trustee, Moody’s, if the Bonds are then rated
by Moody’s, and S&P, if the Bonds are then rated by S&P, and the Insurer have received
an opinion of Bond Counsel to the effect that such deposit will not adversely affect the
Tax-Exempt status of the Bonds (“Bond Counsel’s Opinion”).
Moneys deposited with the Trustee as described above may not be withdrawn or used for
any purpose other than, and are held in trust for, the payment of the principal of, premium, if
any, and interest on said Bonds or portions thereof, or for the payment of the purchase price of
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Bonds in accordance with the Indenture; provided that such moneys, if not then needed for such
purpose, will, to the extent practicable, be invested and reinvested in Government Obligations
maturing on or prior to the earlier of (a) the date moneys may be required for the purchase of
Bonds or (b) the Interest Payment Date next succeeding the date of investment or reinvestment,
and interest earned from such investments are paid over to the Company, as received by the
Trustee, free and clear of any trust, lien or pledge.
The provisions of the Indenture relating to (a) the registration and exchange of Bonds, (b)
the delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with
respect thereto, (c) the mandatory purchase of the Bonds in connection with the Expiration of the
Term of the Letter of Credit or the Expiration of the Term for Alternate Credit Facility, as the
case may be, and (d) payment of the Bonds from such moneys, will remain in full force and
effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed for
redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, however, that the provisions with respect to registration and
exchange of Bonds will continue to be effective until the maturity or the last date fixed for
redemption of all Bonds.
In the event the requirements of the next to the last sentence of the next succeeding
paragraph can be satisfied, the preceding three paragraphs will not apply and the following two
paragraphs will be applicable.
Any Bond will be deemed to be paid within the meaning of the Indenture when (a)
payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due
date thereof (whether such due date is by reason of maturity or acceleration or upon redemption
as provided in the Indenture) either (i) has been made or caused to be made in accordance with
the terms thereof or (ii) has been provided for by irrevocably depositing with the Trustee in trust
and irrevocably set aside exclusively for such payment, (A) moneys, which are Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case
may be, sufficient to make such payment and/or (B) Government Obligations purchased with
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 will
insure, without reinvestment, the availability of sufficient moneys to make such payment;
provided, however, that if such payment is to be made upon optional redemption, such payment
is made from Available Moneys or from Government Obligations purchased with Available
Moneys; (b) all necessary and proper fees, compensation and expenses of the Issuer, the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made have been
paid or the payment thereof provided for to the satisfaction of the Trustee; and (c) an
Accountant’s Opinion, to the effect that such moneys and/or Government Obligations will
insure, without reinvestment, the availability of sufficient moneys to make such payment, a
Bankruptcy Counsel’s Opinion to the effect that the payment of the Bonds from the moneys
and/or Government Obligations so deposited will not result in a voidable preference under
Section 547 of the United States Bankruptcy Code in the event that either the Issuer of the
Company were to become a debtor under the United States Bankruptcy Code and a Bond
Counsel’s Opinion has been delivered to the Issuer, the Company, the Trustee, Moody’s, if the
Bonds are then rated by Moody’s, and S&P, if the Bonds are then rated by S&P. The provisions
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of this paragraph apply only if (x) the Bond with respect to which such deposit is made is to
mature or be called for redemption prior to the next succeeding date on which such Bond is
subject to purchase as described herein under the captions “THE BONDS—Optional Purchase” and
“—Mandatory Purchase” and (y) the Company waives, to the satisfaction of the Trustee, its right
to convert the interest rate borne by such Bond.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the
immediately preceding paragraph will be deemed a payment of such Bonds as aforesaid until: (a)
proper notice of redemption of such Bonds has been previously given in accordance with the
Indenture, or in the event said Bonds are not to be redeemed within the next succeeding 60 days,
until the Company has given the Trustee on behalf of the Issuer, in form satisfactory to the
Trustee, irrevocable instructions to notify, as soon as practicable, the Owners of the Bonds in
accordance with the Indenture, that the deposit required by clause (a)(ii) above has been made
with the Trustee and that said Bonds are deemed to have been paid in accordance with the
Indenture and stating the maturity or redemption date upon which moneys are to be available for
the payment of the principal of and the applicable redemption premium, if any, on said Bonds,
plus interest thereon to the due date thereof; or (b) the maturity of such Bonds.
REMOVAL OF TRUSTEE
With the prior written consent of the Bank or the Obligor on an Alternate Credit Facility,
as the case may be (which consent, if unreasonably withheld, will 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, the Registrar, the Remarketing Agent and the Bank (or the Obligor on an
Alternate Credit Facility, as the case may be), an instrument or instruments in writing executed
by (a) the Insurer, if no Insurer Default has occurred and is continuing, or (b) the Owners of not
less than a majority in principal amount of the Bonds then outstanding and, if no Insurer Default
has occurred and is continuing, the Insurer. The Trustee may also be removed by the Issuer
under certain circumstances.
MODIFICATIONS AND AMENDMENTS
The Indenture may be modified or amended by the Issuer and the Trustee by
supplemental indentures without the consent of the Owners of the Bonds, but with the consent of
the Bank in certain circumstances, for any of the following purposes: (a) to cure any formal
defect, omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and
agreements of the Issuer contained in the Indenture or of the Company, the Insurer or the Bank
(or the Obligor on an Alternate Credit Facility, as the case may be) contained in any document,
other covenants or agreements thereafter to be observed, or to assign or pledge additional
security for any of the Bonds, or to surrender any right or power reserved or conferred upon the
Issuer or the Company which does not materially adversely affect the interests of Owners of the
Bonds; (c) to confirm, as further assurance, any pledge of or lien on any property subjected or to
be subjected to the lien of the Indenture; (d) to comply with the requirements of the Trust
Indenture Act of 1939, as amended; (e) to modify, alter, amend or supplement the Indenture or
any supplemental indenture in any other respect which in the judgment of the Trustee is not
materially adverse to the Owners of the Bonds; provided, however, that any such modification,
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alteration, amendment or supplement will not take effect until the Insurer (unless an Insurer
Default has occurred and is continuing) and the Bank or the Obligor on an Alternate Credit
Facility, as the case may be, has consented in writing to such modification, alteration,
amendment or supplement; provided further that in determining whether any such modification,
alteration, amendment or supplement is materially adverse to the Owners of the Bonds, the
Trustee will consider the effect on the Owners as if there were no Insurance Policy with respect
to the Bonds; (f) to implement a conversion of the interest rate on the Bonds or to evidence or
give effect to or facilitate the delivery and administration under the Indenture of an Alternate
Credit Facility or a Substitute Letter of Credit; (g) to provide for a depository to accept tendered
Bonds in lieu of the Trustee; (h) to modify or eliminate the book-entry registration system for
any of the Bonds; (i) to provide for uncertificated Bonds or for the issuance of coupons and
bearer Bonds or Bonds registered only as to principal, but only to the extent that such would not
adversely affect the Tax-Exempt status of the Bonds; (j) to secure or maintain ratings for the
Bonds from Moody’s and/or S&P in both the highest short-term or commercial paper debt
Rating Category (as defined in the Indenture) and also in either of the two highest long-term debt
Rating Categories; (k) to provide demand purchase obligations to cause the Bonds to be
authorized purchases for investment companies; (1) to provide for any Substitute Collateral and
the release of any First Mortgage Bonds; (m) to provide for the appointment of a successor
Trustee, Registrar or Paying Agent; (n) to provide the procedures required to permit any Owner
to separate the right to receive interest on the Bonds from the right to receive principal thereof
and to sell or dispose of such right as contemplated by Section 1286 of the Code; (o) to provide
for any additional procedures, covenants or agreements necessary to maintain the Tax-Exempt
status of the Bonds; (p) to modify, alter, amend or supplement the Indenture in any other respect
(which in the judgment of the Trustee is not materially adverse to the Owners), if the effective
date of such supplemental indenture or amendment is a date on which all of the Bonds affected
thereby are subject to mandatory purchase and are so purchased; and (q) to provide for the
delivery to the Trustee of an Insurance policy or replacement of the Insurer or for an additional
Insurer following the occurrence of an Insurer Default or to provide for an additional Insurer
following the withdrawal or suspension or reduction below AAA (or its equivalent rating) by
S&P and Aaa (or its equivalent rating) by Moody’s of the long-term ratings of the Insurer
provided that the insurance policy provided by the replacement or additional Insurer would result
in a long-term rating on the Bonds equal to AAA (or its equivalent rating) by S&P and Aaa (or
its equivalent rating) by Moody’s.
Before the Issuer and the Trustee enter into any supplemental indenture as described
above, there must be delivered to the Trustee, the Company, the Insurer and the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be) an opinion of Bond Counsel stating
that such supplemental indenture is authorized or permitted by the Indenture and will, upon the
execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms,
and will not impair the validity under the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, of the Bonds or adversely affect the Tax-Exempt status of the Bonds.
The Trustee will provide written notice of any Supplemental Indenture to the Insurer, the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), Moody’s, S&P and the
Owners of all Bonds then outstanding at least 30 days prior to the effective date of such
Supplemental Indenture. Such notice must state the effective date of such Supplemental
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Indenture, briefly describe the nature of such Supplemental Indenture and state that a copy
thereof is on file at the principal office of the Trustee for inspection by the parties mentioned in
the preceding sentence.
Except for supplemental indentures entered into for the purposes described above, the
Indenture will not be modified, altered, amended supplemented or rescinded without the consent
of the Bank (if its Letter of Credit is in effect and no Bank Default shall have occurred and be
continuing) or the Insurer (if its Insurance Policy is in effect and no Insurer Default has occurred
and is continuing), together with the Owners of not less than 60% in aggregate principal amount
of Bonds outstanding, who have the right to consent to and approve any supplemental indenture;
provided that, unless approved in writing by the Bank (if its Letter of Credit is in effect and no
Bank Default shall have occurred and be continuing) or the Insurer (unless an Insurer Default has
occurred and is continuing), and the Owners of all the Bonds then affected thereby, there will not
be permitted (a) a change in the times, amounts or currency of payment of the principal of, or
premium, if any, or interest on any Bond, a change in the terms of the purchase thereof by the
Trustee, or a reduction in the principal amount or redemption price thereof or the rate of interest
thereon, (b) the creation of a claim or lien on or a pledge of the Revenues ranking prior to or on a
parity with the claim, lien or pledge created by the Indenture, or (c) a reduction in the aggregate
principal amount of Bonds the consent of the Owners of which is required to approve any such
supplemental indenture or which is required to approve any amendment to the Loan Agreement.
No such amendment of the Indenture will be effective without the prior written consent of the
Company.
AMENDMENT OF THE LOAN AGREEMENTS
Without the consent of or notice to the Owners of the Bonds, the Issuer may, with the
consent of the Insurer (unless an Insurer Default has occurred and is continuing), modify, alter,
amend or supplement the Loan Agreement, and the Trustee may consent thereto, as may be
required (a) by the provisions of the Loan Agreement and the Indenture; (b) for the purpose of
curing any formal defect, omission, inconsistency or ambiguity therein; (c) in connection with
any other change therein which in the judgment of the Trustee is not materially adverse to the
Owners of the Bonds; provided, however, that any such modification, alteration, amendment or
supplement will not take effect until the Insurer (unless an Insurer Default has occurred and is
continuing) and the Bank or the Obligor on an Alternate Credit Facility, as the case may be, have
consented in writing to such modification, alteration, amendment or supplement; provided
further that in determining whether any such modification, alteration, amendment or supplement
is materially adverse to the Owners of the Bonds, the Trustee will consider the effect on the
Owners as if there were no Insurance Policy with respect to the Bonds; (d) to secure or maintain
ratings for the Bonds from Moody’s and/or S&P in both the highest short-term or commercial
paper debt Rating Category and also in either of the two highest long-term debt Rating
Categories; (e) in connection with the delivery and substitution of any Substitute Collateral and
the release of any First Mortgage Bonds; (f) to add to the covenants and agreements of the Issuer
contained in the Loan Agreement or of the Company or of the Insurer or of the Bank (or the
Obligor on an Alternate Credit Facility, as the case may be) contained in any document, other
covenants or agreements thereafter to be observed, or to assign or pledge additional security for
any of the Bonds, or to surrender any right or power reserved or conferred upon the Issuer or the
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Company, which does not materially adversely affect the interest of the Owners of the Bonds; (g)
to provide demand purchase obligations to cause the Bonds to be authorized purchases for
investment companies, (h) to provide the procedures required to permit any Owner to separate
the right to receive interest on the Bonds from the right to receive principal thereof and to sell or
dispose of such right as contemplated by Section 1286 of the Code; (i) to provide for any
additional procedures, covenants or agreements necessary to maintain the Tax-Exempt status of
interest on the Bonds; (j) to modify, alter, amend or supplement the Loan Agreement in any
other respect (which in the judgment of the Trustee is not materially adverse to the Owners),
including amendments which would otherwise be described herein, if the effective date of such
supplement or amendment is a date on which all of the Bonds affected thereby are subject to
mandatory purchase and are so purchased; and (k) to provide for the replacement of the Insurer
or for an additional Insurer following the occurrence of an Insurer Default or to provide for an
additional Insurer following the withdrawal or suspension or reduction below AAA (or its
equivalent rating) by S&P and Aaa (or its equivalent rating) by Moody’s of the long-term ratings
of the Insurer provided that the insurance policy provided by the replacement or additional
Insurer would result in a long-term rating on the Bonds equal to AAA (or its equivalent rating)
by S&P and Aaa (or its equivalent rating) by Moody’s.
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, (a) the Trustee will cause notice of such proposed modification, alteration,
amendment or supplement to be provided to the Bank, the Insurer, Moody’s and S&P, stating
that a copy thereof is on file at the office of the Trustee for inspection by the Insurer, Moody’s
and S&P and (b) there must be delivered to the Bank, the Issuer, the Insurer and the Trustee an
opinion of Bond Counsel stating that such modification, alteration, amendment or supplement is
authorized or permitted by the Loan Agreement or the Indenture and the Utah Act, the Wyoming
Act or the Colorado Act, as applicable, complies with their respective terms, will, upon the
execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms
and will not adversely affect the Tax-Exempt status of the Bonds.
The Issuer will not enter into and the Trustee will not consent to any other amendment,
change or modification of the Loan Agreement without the written approval or consent of the
Bank (or the Obligor on an Alternate Credit Facility, as the case may be), the Insurer (unless an
Insurer Default has occurred and is continuing) and the Owners of not less than 60% in aggregate
principal amount of the Bonds at the time outstanding; provided, however, that, unless approved
in writing by the Owners of all Bonds affected thereby, nothing in the Indenture may permit, or
be construed as permitting, a change in the obligations of the Company to make Loan Payments
or payments to the Trustee for the purchase of Bonds or the nature of the obligations of the
Company on the First Mortgage Bonds. No amendment of the Loan Agreement will become
effective without the prior written consent of the Insurer (unless an Insurer Default has occurred
and is continuing) and the Company and under certain circumstances, the Bank (or the Obligor
on an Alternate Credit Facility, as the case may be).
Before the Issuer enters into, and the Trustee consents to, any modification, alteration,
amendment or supplement to the Loan Agreement as described in the immediately preceding
paragraph, there must be delivered to the Issuer, the Bank (or the Obligor on an Alternate Credit
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Facility, as the case may be), the Insurer and the Trustee an opinion of Bond Counsel stating that
such modification, alteration, amendment or supplement is authorized or permitted by the Loan
Agreement or the Indenture and the Utah Act, the Wyoming Act or the Colorado Act, as
applicable, complies with their respective terms, will, upon the execution and delivery thereof,
be valid and binding upon the Issuer in accordance with its terms and will not adversely affect
the Tax-Exempt status of the Bonds.
THE FIRST MORTGAGE BONDS
Pursuant to the provisions of the Indentures and six separate Pledge Agreements each
dated as of November 1, 1994 between the Company and the Trustee (individually, a “Pledge
Agreement” and, collectively, the “Pledge Agreements”), the First Mortgage Bonds were issued
by the Company to secure its obligations under the Loan Agreement relating to each of the six
Issues of Bonds. The following summary of certain provisions of the First Mortgage Bonds and
the Company Mortgage referred to below does not purport to be complete and is qualified in its
entirety by reference thereto and includes capitalized terms defined in such Mortgages. All
references in this summary to the Trustee, the Bonds, the Indenture, the Loan Agreement and the
Pledge Agreement are deemed to refer to the Trustee, the Bonds, the Indenture, the Loan
Agreement, the Pledge Agreement and such other documents and parties, respectively, relating
to each issue of the Bonds.
GENERAL
The First Mortgage Bonds are in the same principal amount and mature on the same dates
as the Bonds. In addition, the First Mortgage Bonds are subject to redemption prior to maturity
upon the same terms as the Bonds, so that upon any redemption of the Bonds, an equal aggregate
principal amount of First Mortgage Bonds will be redeemed. The First Mortgage Bonds bear
interest at the same rate, and be payable at the same times, as the Bonds. See “THE LOAN
AGREEMENTS—Loan Payments; The First Mortgage Bonds” above.
The Company Mortgage provides that in the event of the merger or consolidation of
another electric utility company with or into the Company or the conveyance or transfer to the
Company by another such company of all or substantially all of such company’s property that is
of the same character as Property Additions under the Company Mortgage, an existing mortgage
constituting a first lien on operating properties of such other company may be designated by the
Company as a Class “A” Mortgage. Any bonds thereafter issued pursuant to such additional
mortgage would be Class “A” Bonds and could provide the basis for the issuance of Company
Mortgage Bonds (as defined below) under the Company Mortgage.
The Company will receive a credit against its obligations to make any payment of
principal of or premium, if any, or interest on the First Mortgage Bonds and such obligations will
be deemed fully or partially, as the case may be, satisfied and discharged, in an amount equal to
the amount, if any, paid by the Company under the Loan Agreement, or otherwise satisfied or
discharged, in respect of the principal of or premium, if any, or interest on the Company
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Mortgage Bonds. The obligations of the Company to make such payments with respect to the
First Mortgage Bonds will be deemed to have been reduced by the amount of such credit.
Pursuant to the provisions of the Indenture, the Loan Agreement and the Pledge
Agreement, the First Mortgage Bonds will be registered in the name of and held by the Trustee
for the benefit of the Owners and will not be transferable except to a successor trustee under the
Indenture. At the time any Bonds cease to be outstanding under the Indenture, the Trustee will
surrender to the Company Mortgage Trustee an equal aggregate principal amount of First
Mortgage Bonds.
SECURITY AND PRIORITY
The First Mortgage Bonds and any other first mortgage bonds now or hereafter
outstanding under the Company Mortgage (“Company Mortgage Bonds”) are or will be, as the
case may be, secured by a first mortgage Lien on certain utility property owned from time to
time by the Company and by Class “A” Bonds, if any, held by the Company Mortgage Trustee,
if any. All Company Mortgage Bonds, including the First Mortgage Bonds, issued and
outstanding under the Company Mortgage are equally and ratably secured.
The Lien of the Company Mortgage is subject to Excepted Encumbrances, including tax
and construction liens, purchase money liens and certain other exceptions.
There are excepted from the Lien of the Company Mortgage all cash and securities
(except those specifically deposited); equipment, materials or supplies held for sale or other
disposition; any fuel and similar consumable materials and supplies; automobiles, other vehicles,
aircraft and vessels; timber, minerals, mineral rights and royalties; receivables, contracts, leases
and operating agreements; electric energy, gas, water, steam, ice and other products for sale,
distribution or other use; natural gas wells; gas transportation lines or other property used in the
sale of natural gas to customers or to a natural gas distribution or pipeline company, up to the
point of connection with any distribution system; the Company’s interest in the Wyodak Facility;
and all properties that have been released from the discharged Mortgages and Deeds of Trust, as
supplemented, of Pacific Power & Light Company and Utah Power & Light Company and that
PacifiCorp, a Maine corporation, or Utah Power & Light Company, a Utah corporation,
contracted to dispose of, but title to which had not passed at the date of the Company Mortgage.
The Company has reserved the right, without any consent or other action by holders of Bonds of
the Eighth Series or any subsequently created series of Company Mortgage Bonds (including the
First Mortgage Bonds), to amend the Company Mortgage in order to except from the Lien of the
Company Mortgage allowances allocated to steam-electric generating plants owned by the
Company, or in which the Company has interests, pursuant to Title IV of the Clean Air Act
Amendments of 1990, as now in effect or as hereafter supplemented or amended.
The Company Mortgage contains provisions subjecting after-acquired property to the
Lien thereof. These provisions may be limited, at the option of the Company, in the case of
consolidation or merger (whether or not the Company is the surviving corporation), conveyance
or transfer of all or substantially all of the utility property of another electric utility company to
the Company or sale of substantially all of the Company’s assets. In addition, after-acquired
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property may be subject to a Class “A” Mortgage, purchase money mortgages and other liens or
defects in title.
The Company Mortgage provides that the Company Mortgage Trustee shall have a lien
upon the mortgaged property, prior to the holders of Company Mortgage Bonds, for the payment
of its reasonable compensation and expenses and for indemnity against certain liabilities.
RELEASE AND SUBSTITUTION OF PROPERTY
Property subject to the Lien of the Company Mortgage may be released upon the basis of:
(1)the release of such property from the Lien of a Class “A” Mortgage;
(2)the deposit of cash or, to a limited extent, purchase money mortgages;
(3)Property Additions, after making adjustments for certain prior lien bonds
outstanding against Property Additions; and/or
(4)waiver of the right to issue Company Mortgage Bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property that
does not constitute Funded Property may be released without funding other property. Similar
provisions are in effect as to cash proceeds of such property. The Company Mortgage contains
special provisions with respect to certain prior lien bonds deposited and disposition of moneys
received on deposited prior lien bonds.
ISSUANCE OF ADDITIONAL COMPANY MORTGAGE BONDS
The maximum principal amount of Company Mortgage Bonds that may be issued under
the Company Mortgage is not limited. Company Mortgage Bonds of any series may be issued
from time to time on the basis of:
(1)70% of qualified Property Additions after adjustments to offset
retirements;
(2)Class “A” Bonds (which need not bear interest) delivered to the Company
Mortgage Trustee;
(3)retirement of Company Mortgage Bonds or certain prior lien bonds; and/or
(4)deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of Company
Mortgage Bonds is subject to Adjusted Net Earnings of the Company for 12 consecutive months
out of the preceding 15 months, before income taxes, being at least twice the Annual Interest
Requirements on all Company Mortgage Bonds at the time outstanding, including the additional
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Company Mortgage Bonds that are to be issued, all outstanding Class “A” Bonds held other than
by the Company Mortgage Trustee or by the Company, and all other indebtedness secured by a
lien prior to the Lien of the Company Mortgage. In general, interest on variable interest bonds, if
any, is calculated using the rate then in effect.
Property Additions generally include electric, gas, steam and/or hot water utility property
but not fuel, securities, automobiles, other vehicles or aircraft, or property used principally for
the production or gathering of natural gas.
The issuance of Company Mortgage Bonds on the basis of Property Additions subject to
prior liens is restricted. Company Mortgage Bonds may, however, be issued against the deposit
of Class “A” Bonds.
CERTAIN COVENANTS
The Company Mortgage contains a number of covenants by the Company for the benefit
of holders of the Company Mortgage Bonds, including provisions requiring the Company to
maintain the Company Mortgaged and Pledged Property as an operating system or systems
capable of engaging in all or any of the generating, transmission, distribution or other utility
businesses described in the Company Mortgage.
DIVIDEND RESTRICTIONS
The Company Mortgage provides that the Company may not declare or pay dividends
(other than dividends payable solely in shares of common stock) on any shares of common stock
if, after giving effect to such declaration or payment, the Company would not be able to pay its
debts as they become due in the usual course of business. Reference is made to the notes to the
audited consolidated financial statements included in the Company’s Annual Report on
Form 10-K incorporated by reference herein for information relating to other restrictions.
FOREIGN CURRENCY DENOMINATED COMPANY MORTGAGE BONDS
The Company Mortgage authorizes the issuance of Company Mortgage Bonds
denominated in foreign currencies, provided, however, that the Company deposit with the
Company Mortgage Trustee a currency exchange agreement with an entity having, at the time of
such deposit, a financial rating at least as high as that of the Company that, in the opinion of an
independent expert, gives the Company at least as much protection against currency exchange
fluctuation as is usually obtained by similarly situated borrowers. The Company believes that
such a currency exchange agreement will provide effective protection against currency exchange
fluctuations. However, if the other party to the exchange agreement defaults and the foreign
currency is valued higher at the date of maturity than at the date of issuance of the relevant
Company Mortgage Bonds, holders of such Company Mortgage Bonds would have a claim on
the assets of the Company which is greater than that to which holders of dollar-denominated
Company Mortgage Bonds issued at the same time would be entitled.
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THE COMPANY MORTGAGE TRUSTEE
Affiliates of The Bank of New York Mellon Trust Company, N.A., may act as lenders
and as administrative agents under loan agreements with the Company and affiliates of the
Company. The Bank of New York Mellon Trust Company, N.A., serves as trustee under
indentures and other agreements involving the Company and its affiliates. The Bank of New
York Mellon Trust Company, N.A., is the Company Mortgage Trustee.
MODIFICATION
The rights of holders of the Company Mortgage Bonds may be modified with the consent
of holders of 60% of the Company Mortgage Bonds, or, if less than all series of Company
Mortgage Bonds are adversely affected, the consent of the holders of 60% of the series of
Company Mortgage Bonds adversely affected. In general, no modification of the terms of
payment of principal, premium, if any, or interest and no modification affecting the Lien or
reducing the percentage required for modification is effective against any holder of the Company
Mortgage Bonds without the consent of such holder.
Unless there is a Default under the Company Mortgage, the Company Mortgage Trustee
generally is required to vote Class “A” Bonds held by it, if any, with respect to any amendment
of the applicable Class “A” Company Mortgage proportionately with the vote of the holders of
all Class ”A” Bonds then actually voting.
DEFAULTS AND NOTICES THEREOF
Each of the following will constitute a “Default” under the Company Mortgage with
respect to the First Mortgage Bonds:
(1)default in payment of principal;
(2)default for 60 days in payment of interest or an installment of any fund
required to be applied to the purchase or redemption of any Company Mortgage Bonds;
(3)default in payment of principal or interest with respect to certain prior lien
bonds;
(4)certain events in bankruptcy, insolvency or reorganization;
(5)default in other covenants for 90 days after notice;
(6)the existence of any default under a Class “A” Company Mortgage which
permits the declaration of the principal of all of the bonds secured by such Class “A”
Company Mortgage and the interest accrued thereupon due and payable; or
(7) an “Event of Default” as described in clauses (a), (b) or (c) under the
caption “THE INDENTURES—Defaults” above.
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An effective default under any Class “A” Mortgage or under the Company Mortgage will
result in an effective default under all such mortgages. The Company Mortgage Trustee may
withhold notice of default (except in payment of principal, interest or funds for retirement of
Company Mortgage Bonds) if it determines that it is not detrimental to the interests of the
holders of the Company Mortgage Bonds.
The Company Mortgage Trustee or the holders of 25% of the Company Mortgage Bonds
may declare the principal and interest due and payable on Default, but a majority may annul such
declaration if such Default has been cured. No holder of Company Mortgage Bonds may enforce
the Lien of the Company Mortgage without giving the Company Mortgage Trustee written
notice of a Default and unless the holders of 25% of the Company Mortgage Bonds have
requested the Company Mortgage Trustee to act and offered it reasonable opportunity to act and
indemnity satisfactory to it against the costs, expenses and liabilities to be incurred thereby and
the Company Mortgage Trustee shall have failed to act. The holders of a majority of the
Company Mortgage Bonds may direct the time, method and place of conducting any proceedings
for any remedy available to the Company Mortgage Trustee or exercising any trust or power
conferred on the Company Mortgage Trustee. The Company Mortgage Trustee is not required to
risk its funds or incur personal liability if there is reasonable ground for believing that repayment
is not reasonably assured.
The Company must give the Company Mortgage Trustee an annual statement as to
whether or not the Company has fulfilled its obligations under the Company Mortgage
throughout the preceding calendar year.
VOTING OF THE FIRST MORTGAGE BONDS
So long as no Event of Default under the Indenture has occurred and is continuing, the
Trustee, as holder of the First Mortgage Bonds, shall vote or consent proportionately with what
officials of or inspectors of votes at any meeting of bondholders under the Company Mortgage,
or the Company Mortgage Trustee in the case of consents without such a meeting, reasonably
believe will be the vote or consent of the holders of all other outstanding Company Mortgage
Bonds; provided, however, that the Trustee shall not vote in favor of, or consent to, any
modification of the Company Mortgage which, if it were a modification of the Indenture, would
require approval of the Owners of Bonds.
DEFEASANCE
Under the terms of the Company Mortgage, the Company will be discharged from any
and all obligations under the Company Mortgage in respect of the Company Mortgage Bonds of
any series if the Company deposits with the Company Mortgage Trustee, in trust, moneys or
Government Obligations, in an amount sufficient to pay all the principal of, premium (if any)
and interest on, the Company Mortgage Bonds of such series or portions thereof, on the
redemption date or maturity date thereof, as the case may be. The Company Mortgage Trustee
need not accept such deposit unless it is accompanied by an Opinion of Counsel to the effect that
(a) the Company has received from, or there has been published by, the Internal Revenue Service
a ruling or (b) since the date of the Company Mortgage, there has been a change in applicable
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federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the holders of such Company Mortgage Bonds or the right of
payment of interest thereon (as the case may be) will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, and/or ensuing discharge and will be
subject to federal income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit, and/or discharge had not occurred.
Upon such deposit, the obligation of the Company to pay the principal of (and premium,
if any) and interest on such series of Company Mortgage Bonds shall cease, terminate and be
completely discharged.
In the event of any such defeasance and discharge of Company Mortgage Bonds of such
series, holders of Company Mortgage Bonds of such series would be able to look only to such
trust fund for payment of principal of (and premium, if any) and interest, if any, on the Company
Mortgage Bonds of such series.
LITIGATION
There is no pending or, to the knowledge of each Issuer, threatened litigation against such
Issuer that in any way questions or materially affects the Bonds of such Issuer, the validity or
enforceability of the Loan Agreements or the Indentures to which such Issuer is a party or any
proceedings or transaction relating to the reoffering of the Bonds.
REMARKETING
The Remarketing Agents have agreed with the Company, subject to the terms and
provisions of separate Remarketing Agreements, dated November 18, 2008, between the
Company and the Remarketing Agents, that the Remarketing Agents will use their best efforts,
as remarketing agent, to solicit purchases from potential investors of the Bonds. Pursuant to such
Remarketing Agreements, the Company has agreed to indemnify the Remarketing Agents
against certain liabilities and expenses, including liabilities arising under federal and state
securities laws, and to pay for certain expenses in connection with the reoffering of the Bonds.
In the ordinary course of business, the Remarketing Agents have provided investment
banking services or bank financing to the Company, its subsidiaries or affiliates in the past for
which they have received customary compensation and expense reimbursement, and may do so
again in the future.
CERTAIN RELATIONSHIPS
Wells Fargo Brokerage Services, LLC (“WFBS”) is a registered broker/dealer and a
member of the FINRA and SIPC. WFBS is a brokerage affiliate of Wells Fargo & Company.
WFBS is solely responsible for its contractual obligations and commitments. Nondeposit
investment products offered by WFBS are not FDIC insured, are subject to investment risk,
including loss of principal, and are not guaranteed by a bank unless otherwise specified.
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In addition to providing the Letters of Credit for the herein described Bonds, from time to
time, Wells Fargo Bank, N. A. and other banks and companies affiliated with WFBS may lend
money to an issuer of securities or debt that are underwritten or dealt in by WFBS. Within the
prospectus or other documentation provided with each such underwriting or placement there will
be a disclosure of any material lending relationship by an affiliate of WFBS with such an issuer
and whether the proceeds of such an issuance of such debt securities will be used by the issuer to
repay any outstanding indebtedness of any WFBS affiliate.
From time to time, WFBS may participate in a primary of secondary distribution of
securities bought or sold by a purchase of bonds. WFBS and its affiliates may also act as an
investment advisor to issuers whose securities may be sold to a purchaser of those bonds.
TAX EXEMPTION
CARBON BONDS AND EMERY BONDS
In connection with the original issuance and delivery of each of the Carbon Bonds and
the Emery Bonds, Chapman and Cutler, as Bond Counsel to the Company, rendered an opinion
with respect to each issue that subject to compliance by the Company and the applicable Issuer
with certain covenants referenced in the opinion, under then existing law, interest on the Carbon
Bonds and on the Emery Bonds, as applicable, would not be includible in the gross income of the
Owners thereof for federal income tax purposes, except for interest on any Carbon Bond or
Emery Bond, as applicable, for any period during which such Bond is owned by a person who is
a substantial user of the related Project or Facilities or any person considered to be related to
such person (within the meaning of Section 103(b)(13) of the 1954 Code) and such interest is not
treated as an item of tax preference in computing the federal alternative minimum tax for
individuals and corporations. Such interest is taken into account, however, in computing an
adjustment used in determining the federal alternative minimum tax for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Utah, interest on the Carbon Bonds and on the Emery Bonds, is exempt from taxes imposed by
the Utah Individual Income Tax Act.
A copy of each of the opinion letters provided by Bond Counsel in connection with the
original issuance and delivery of the Carbon Bonds and the Emery Bonds is set forth in
Appendix C-1 and C-2, respectively, but inclusion of such copies of the opinion letters is not to
be construed as a reaffirmation of the opinions contained therein. The opinion letters speak only
as of their dates.
Chapman and Cutler LLP will deliver separate opinions in connection with execution and
delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement for
each of the Carbon Bonds and the Emery Bonds in each case to the effect that (a) each of such
First Supplemental Indentures (i) is authorized or permitted by the Trust Indenture relating
thereto and the Act and complies with their respective terms, (ii) upon the execution and delivery
thereof, will be valid and binding upon the respective Issuer in accordance with its terms and (iii)
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will not adversely affect the Tax-Exempt status of the Carbon Bonds or the Emery Bonds, as
applicable and (b) each of such First Supplemental Loan Agreements (i) is authorized or
permitted by the Original Loan Agreement or Trust Indenture relating thereto and the Act and
complies with their respective terms, (ii) will be valid and binding upon the respective Issuer in
accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of the Carbon
Bonds or the Emery Bonds, as applicable. Except as necessary to render the foregoing opinions,
Chapman and Cutler has not reviewed any factual or legal maters relating to the prior opinion of
Bond Counsel or the Carbon Bonds or the Emery Bonds subsequent to their date of issuance.
The proposed form of such opinions are set forth in Appendix D-1 and Appendix D-3.
CONVERSE BONDS, LINCOLN BONDS AND SWEETWATER BONDS
In connection with the original issuance and delivery of each of the Converse Bonds, the
Lincoln Bonds and the Sweetwater Bonds, Chapman and Cutler, as Bond Counsel to the
Company, rendered an opinion with respect to each issue that subject to compliance by the
Company and the Issuer with certain covenants referenced in the opinion, under then existing
law, interest on the Converse Bonds, on the Lincoln Bonds and on the Sweetwater Bonds, as
applicable, would not be includible in the gross income of the Owners thereof for federal income
tax purposes, except for interest on any Converse Bond, Lincoln Bond or Sweetwater Bond, as
applicable, for any period during which such Bond is owned by a person who is a substantial
user of the related Project or Facilities or any person considered to be related to such person
(within the meaning of Section 103(b)(13) of the 1954 Code) and such interest is not treated as
an item of tax preference in computing the federal alternative minimum tax for individuals and
corporations. Such interest is taken into account, however, in computing an adjustment used in
determining the federal alternative minimum tax for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Wyoming, Wyoming imposed no income taxes that would be applicable to interest on the
Converse Bonds, on the Lincoln Bonds or on the Emery Bonds, as applicable.
A copy of each of the opinion letters provided by Bond Counsel in connection with the
original issuance and delivery of the Converse Bonds, the Lincoln Bonds and the Sweetwater
Bonds is set forth in Appendix C-3, C-4 and C-5, respectively, but inclusion of such copies of the
opinion letters is not to be construed as a reaffirmation of the opinions contained therein. The
opinion letters speak only as of their dates.
Chapman and Cutler LLP will deliver separate opinions in connection with execution and
delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement for
each of the Converse Bonds, the Lincoln Bonds and the Sweetwater Bonds in each case to the
effect that (a) each of such First Supplemental Indentures (i) is authorized or permitted by the
Trust Indenture relating thereto and the Act and complies with their respective terms, (ii) upon
the execution and delivery thereof, will be valid and binding upon the respective Issuer in
accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of the
Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds, as applicable and (b) each of such
First Supplemental Loan Agreements (i) is authorized or permitted by the Original Loan
Agreement or Trust Indenture relating thereto and the Act and complies with their respective
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terms, (ii) will be valid and binding upon the respective Issuer in accordance with its terms and
(iii) will not adversely affect the Tax-Exempt status of the Converse Bonds, the Lincoln Bonds
or the Sweetwater Bonds, as applicable. Except as necessary to render the foregoing opinions,
Chapman and Cutler has not reviewed any factual or legal maters relating to the prior opinion of
Bond Counsel or the Converse Bonds, the Lincoln Bonds or the Sweetwater Bonds subsequent to
their date of issuance. The proposed form of such opinions are set forth in Appendix D-2,
Appendix D-4 and Appendix D-6.
MOFFAT BONDS
In connection with the original issuance and delivery of the Moffat Bonds, Chapman and
Cutler, as Bond Counsel to the Company, rendered an opinion that subject to compliance by the
Company and the Issuer with certain covenants referenced in the opinion, under then existing
law, interest on the Moffat Bonds would not be includible in the gross income of the Owners
thereof for federal income tax purposes, except for interest on any Moffat Bond for any period
during which such Bond is owned by a person who is a substantial user of the related Project or
Facilities or any person considered to be related to such person (within the meaning of Section
103(b)(13) of the 1954 Code) and such interest is not treated as an item of tax preference in
computing the federal alternative minimum tax for individuals and corporations. Such interest is
taken into account, however, in computing an adjustment used in determining the federal
alternative minimum tax for certain corporations.
Bond Counsel also rendered an opinion that, under then existing statutes and laws of
Colorado, so long as interest on the Moffat Bonds is not included in gross income for federal
income tax purposes, interest on the Moffat Bonds is not included in Colorado taxable income
for purposes of the income tax imposed by Colorado pursuant to Article 22 of Title 39 of the
Colorado Revised Statutes, as amended, upon individuals, corporations, and estates and trusts.
A copy of the opinion letter provided by Bond Counsel in connection with the original
issuance and delivery of the Moffat Bonds is set forth in Appendix C-6, but inclusion of such
copy of the opinion letter is not to be construed as a reaffirmation of the opinions contained
therein. The opinion letter speak only as of its date.
Chapman and Cutler LLP will deliver an opinion in connection with execution and
delivery of the First Supplemental Indenture and the First Supplemental Loan Agreement
relating to the Moffat Bonds to the effect that (a) such First Supplemental Indenture (i) is
authorized or permitted by the Trust Indenture relating thereto and the Act and complies with
their respective terms, (ii) upon the execution and delivery thereof, will be valid and binding
upon Moffat County in accordance with its terms and (iii) will not adversely affect the Tax-
Exempt status of the Moffat Bonds and (b) such First Supplemental Loan Agreement (i) is
authorized or permitted by the Original Loan Agreement or Trust Indenture relating thereto and
the Act and complies with their respective terms, (ii) will be valid and binding upon Moffat
County in accordance with its terms and (iii) will not adversely affect the Tax-Exempt status of
the Moffat Bonds. Except as necessary to render the foregoing opinion, Chapman and Cutler has
not reviewed any factual or legal maters relating to the prior opinion of Bond Counsel or the
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Moffat Bonds subsequent to their date of issuance. The proposed form of such opinion is set
forth in Appendix D-5.
CERTAIN LEGAL MATTERS
Certain legal matters in connection with the remarketing will be passed upon by
Chapman and Cutler LLP, as Bond Counsel to the Company. Certain legal matters will be
passed upon for the Company by Paul J. Leighton, Esq., as counsel for the Company. Certain
legal matters will be passed upon for the Remarketing Agents by King & Spalding LLP. The
validity of the Letter of Credit will be passed upon for the Bank by in-house counsel to the Bank.
MISCELLANEOUS
The attached Appendices (including the documents incorporated by reference therein) are
an integral part of this Reoffering Circular and must be read together with all of the balance of
this Reoffering Circular.
The Issuers have not assumed nor will assume any responsibility for the accuracy or
completeness of any information contained herein (other than the material pertinent to each
Issuer under “THE ISSUERS” or “LITIGATION” above) or in the Appendices hereto, all of which was
furnished by others.
APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both
A-2
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.
A-3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement to
Reoffering Circular (the “Supplement”) shall be deemed to be incorporated by reference in this
Supplement and to be a part hereof from the date of filing such documents (such documents and
the documents enumerated above, being hereinafter referred to as the “Incorporated
Documents”), provided, however, that the documents enumerated above and the documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act in each year during which the reoffering made by this Supplement is in effect
before the filing of the Company’s Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Supplement or be a part hereof
from and after such filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.

APPENDIX B
The information under this heading has been provided solely by Wells Fargo Bank,
National Association and is believed to be reliable. This information has not been verified
independently by the Issuers, PacifiCorp or the Remarketing Agents. The Issuers, PacifiCorp
and the Remarketing Agents make no representation whatsoever as to the accuracy, adequacy or
completeness of such information.
WELLS FARGO BANK, NATIONAL ASSOCIATION
The Bank is a national banking association organized under the laws of the United States
of America with its main office at 101 North Phillips Avenue, Sioux Falls, South Dakota 57104,
and engages in retail, commercial and corporate banking, real estate lending and trust and
investment services. The Bank is an indirect, wholly-owned subsidiary of Wells Fargo
& Company (“Wells Fargo”), a diversified financial services company, a financial holding
company and a bank holding company registered under the Bank Holding Company Act of 1956,
as amended, with its principal executive offices located in San Francisco, California (“Wells
Fargo”).
The Bank prepares and files Call Reports on a quarterly basis. Each Call Report consists
of a balance sheet as of the report date, an income statement for the year-to-date period to which
the report relates and supporting schedules. The Call Reports are prepared in accordance with
regulatory instructions issued by the Federal Financial Institutions Examination Council. While
the Call Reports are supervisory and regulatory documents, not primarily accounting documents,
and do not provide a complete range of financial disclosure about the Bank, the reports
nevertheless provide important information concerning the Bank’s financial condition and results
of operations. The Bank’s Call Reports are on file with, and are publicly available upon written
request to the FDIC, 550 17th Street, N.W., Washington, D.C. 20429, Attention: Division of
Insurance and Research. The FDIC also maintains an internet website that contains the Call
Reports. The address of the FDIC’s website is http://www.fdic.gov. The Bank’s Call Reports
are also available upon written request to the Wells Fargo Corporate Secretary’s Office, Wells
Fargo Center, MAC N9305-173, 90 South 7th Street, Minneapolis, MN 55479.
The Letter of Credit will be solely an obligation of the Bank and will not be an
obligation of, or otherwise guaranteed by, Wells Fargo & Company, and no assets of Wells
Fargo & Company or any affiliate of the Bank or Wells Fargo & Company will be pledged
to the payment thereof. Payment of the Letter of Credit will not be insured by the FDIC.
The information contained in this Appendix, including financial information, relates to
and has been obtained from the Bank, and is furnished solely to provide limited introductory
information regarding the Bank and does not purport to be comprehensive. Any financial
information provided in this Appendix is qualified in its entirety by the detailed information
appearing in the Call Reports referenced above. The delivery hereof shall not create any
implication that there has been no change in the affairs of the Bank since the date hereof.
C-1-1
APPENDIX C-1
APPROVING OPINION OF BOND COUNSEL FOR THE CARBON BONDS
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C-2-1
APPENDIX C-2
APPROVING OPINION OF BOND COUNSEL FOR THE EMERY BONDS
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C-3-1
APPENDIX C-3
APPROVING OPINION OF BOND COUNSEL FOR THE CONVERSE BONDS
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C-4-1
APPENDIX C-4
APPROVING OPINION OF BOND COUNSEL FOR THE LINCOLN BONDS
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C-5-1
APPENDIX C-5
APPROVING OPINION OF BOND COUNSEL FOR THE SWEETWATER BONDS
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C-6-1
APPENDIX C-6
APPROVING OPINION OF BOND COUNSEL FOR THE MOFFAT BONDS
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D-1-1
EXHIBIT D-1
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CARBON BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Carbon County, Utah Ambac Assurance Corporation
120 East Main Street One State Street Plaza, 19th Floor
Price, Utah 84510 New York, New York 10004
JPMorgan Chase Bank, N.A.Morgan Stanley & Co. Incorporated
as Agent Bank 1221 Avenue of the Americas, 30th Floor
270 Park Avenue, 4th Floor New York, New York 10020
New York, New York 10017
Re:$9,365,000
Carbon County, Utah
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Carbon County, Utah (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-1-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-1-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except
as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,
[This Page Intentionally Left Blank]
D-2-1
EXHIBIT D-2
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR CONVERSE BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Converse County, Wyoming Ambac Assurance Corporation
107 North 5th Street One State Street Plaza, 19th Floor
Douglas, Wyoming 82633 New York, New York 10004
JPMorgan Chase Bank, N.A.,Banc of America Securities LLC
as Agent Bank One Bryant Park, 11th Floor
270 Park Avenue, 4th Floor New York, New York 10036
New York, New York 10017
Re:$8,190,000
Converse County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Converse County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Banc of America Securities LLC, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-2-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-2-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except
as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,
[This Page Intentionally Left Blank]
D-3-1
EXHIBIT D-3
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR EMERY BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Emery County, Utah Ambac Assurance Corporation
75 East Main Street One State Street Plaza, 19th Floor
Castle Dale, Utah 84513 New York, New York 10004
The Bank of Nova Scotia, New York Agency,Wells Fargo Brokerage Services, LLC
as Agent Bank MAC N9303-105
1 Liberty Plaza 608 Second Avenue South
New York, New York 10006 Minneapolis, Minnesota 55479
Re:$121,940,000
Emery County, Utah
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Emery County, Utah (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Wells Fargo Brokerage Services, LLC, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-3-2
is currently secured by that certain Standby Bond Purchase Agreement, dated May 3, 2006 (the
“Standby Purchase Agreement”), by and among the Company, the banks party thereto and The
Bank of Nova Scotia, New York Agency, as agent bank. In order to replace the Insurance Policy
and the Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank,
N.A. (the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-3-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except
as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,
[This Page Intentionally Left Blank]
D-4-1
EXHIBIT D-4
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR LINCOLN BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Lincoln County, Wyoming Ambac Assurance Corporation
925 Sage, Suite 302 One State Street Plaza, 19th Floor
Kemmerer, Wyoming 83101 New York, New York 10004
JPMorgan Chase Bank, N.A.,Banc of America Securities LLC
as Agent Bank One Bryant Park, 11th Floor
270 Park Avenue, 4th Floor New York, New York 10036
New York, New York 10017
Re:$15,060,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Lincoln County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Banc of America Securities LLC, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-4-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-4-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except
as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,
[This Page Intentionally Left Blank]
2525101.01.02.doc
8701005/RDB/CJ/mo
D-5-1
APPENDIX D-5
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR MOFFAT BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Moffat County, Colorado Ambac Assurance Corporation
221 West Victory Way, Suite 120 One State Street Plaza, 19th Floor
Craig, Colorado 81625 New York, New York 10004
JPMorgan Chase Bank, N.A.,Morgan Stanley & Co. Incorporated
as Agent Bank 1221 Avenue of the Americas, 30th Floor
270 Park Avenue, 4th Floor New York, New York 10020
New York, New York 10017
Re:$40,655,000
Moffat County, Colorado
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Moffat County, Colorado (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-5-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-5-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except
as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,
[This Page Intentionally Left Blank]
D-6-1
APPENDIX D-6
PROPOSED FORM OPINION OF BOND COUNSEL RELATING TO FIRST SUPPLEMENTAL
INDENTURE AND FIRST SUPPLEMENTAL LOAN AGREEMENT FOR SWEETWATER BONDS
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
[DATED THE CLOSING DATE]
The Bank of New York Mellon,PacifiCorp
Trust Company, N.A.,825 N.E. Multnomah Street,
as successor Trustee Suite 1900
2 North LaSalle Street, Suite 1020 Portland, Oregon 97232-4116
Chicago, Illinois 60602
Sweetwater County, Wyoming Ambac Assurance Corporation
80 West Flaming Gorge Way One State Street Plaza, 19th Floor
Green River, Wyoming 82935 New York, New York 10004
JPMorgan Chase Bank, N.A.,Morgan Stanley & Co. Incorporated
as Agent Bank 1221 Avenue of the Americas, 30th Floor
270 Park Avenue, 4th Floor New York, New York 10020
New York, New York 10017
Re:$21,260,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with (a) Sections 12.02(c)(ii) and 12.06 of
that certain the Trust Indenture, dated as of November 1, 1994 (the “Original Indenture”),
between Sweetwater County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”); (b) Section 1.4 of that certain Release
Agreement, dated the date hereof (the “Release Agreement”), by and among the Issuer, the
Trustee, PacifiCorp (the “Company”) and Ambac Assurance Corporation (“Ambac”) and (c)
Section 5(e)(3)(B) of that certain Remarketing Agreement, dated November 18, 2008, between
the Company and Morgan Stanley & Co. Incorporated, as remarketing agent. Prior to the date
hereof, payment of principal of and interest on the Bonds was secured by a municipal bond
insurance policy issued by Ambac (the “Insurance Policy”) and the purchase price of the Bonds
D-6-2
is currently secured by that certain Standby Bond Purchase Agreement, dated February 22, 2006
(the “Standby Purchase Agreement”), by and among the Company, the banks party thereto and
JPMorgan Chase Bank, N.A., as agent bank. In order to replace the Insurance Policy and the
Standby Purchase Agreement with a Letter of Credit to be issued by Wells Fargo Bank, N.A.
(the “Bank”) for the benefit of the Trustee, and to make certain other permitted changes in
connection therewith to the Original Indenture and the Loan Agreement, dated as of November
1, 1994 (the “Original Loan Agreement”), between the Issuer and the Company, (a) the
Company, pursuant to Section 12.02 of the Original Indenture, has requested the Issuer and the
Trustee to enter into the First Supplemental Trust Indenture, dated as of October 1, 2008 (the
“First Supplemental Indenture”), in order to amend and restate the Original Indenture and (b)
the Company and the Issuer, pursuant to Section 12.06 of the Original Indenture and Section
9.04 of the Original Loan Agreement, have determined to enter into the First Supplemental Loan
Agreement, dated as of October 1, 2008 (the “First Supplemental Loan Agreement”), to amend
and restate the Original Loan Agreement. It has been represented to us that the Owners of all of
the Bonds have consented to the execution and delivery of the First Supplemental Indenture and
the First Supplemental Loan Agreement.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Indenture and related documents, and
upon representations, including regarding the consent of the Owners, made to us without
undertaking to verify the same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1.The form of the restated bond prescribed in the First Supplemental
Indenture (the “Restated Bonds”) satisfies the requirements of the Act and the Original
Indenture and the authentication of the Restated Bonds will not adversely affect the Tax-
Exempt status of the Bonds.
2.The First Supplemental Indenture is authorized or permitted by the
Original Indenture and the Act and complies with their respective terms.
3.The modification, alteration, amendment and supplement of the Original
Loan Agreement by the First Supplemental Loan Agreement is authorized or permitted
by the Original Loan Agreement or the Original Indenture and the Act and complies with
their respective terms.
4.The First Supplemental Indenture and the First Supplemental Loan
Agreement will, upon execution and delivery thereof, be valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
D-6-3
reorganization and other similar laws relating to the enforcement of creditors’ rights
generally or usual equitable principals in the event equitable remedies should be sought.
5.The execution and delivery of the First Supplemental Indenture and the
First Supplemental Loan Agreement will not adversely affect the Tax-Exempt status of
the Bonds.
6.The release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not, in and of itself, adversely affect the
Tax-Exempt status of the Bonds. Except as expressly stated in the foregoing sentence,
we have not been request to express, and do not express, any opinion with respect to such
release or the Release Agreement. In rendering this opinion, we have assumed, with your
permission, that the release of Ambac from its obligations under the Insurance Policy to
pay principal of and interest on the Bonds will not result in the Issuer’s capacity to meet
the payment obligations on the Bonds changing from being adequate to primarily
speculative.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Original Indenture, the Original Loan Agreement, the Tax Certificate and other
documents relating to the Bonds, or to review any other events that may have occurred since we
rendered such approving opinion other than with respect to the Company in connection with the
conversion of the interest rate on the Bonds and the execution and delivery of the First
Supplemental Indenture and the First Supplemental Loan Agreement and the release of the
Insurance Policy. Accordingly, we do not express any opinion with respect to the Bonds, except
as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,
[This Page Intentionally Left Blank]
E-1
APPENDIX E
FORM OF LETTER OF CREDIT
IRREVOCABLE LETTER OF CREDIT
November 19, 2008
Letter of Credit No. __________
The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, IL 60602
Attention: Global Corporate Trust
Ladies and Gentlemen:
We hereby establish in your favor, as Trustee for the benefit of the owners of the Bonds
under the Indenture described below, at the request and for the account of PacifiCorp, an Oregon
corporation, our irrevocable letter of credit in the amount of U.S. $ (_______________
Dollars) in connection with the Bonds (as defined below) available with ourselves by sight
payment against presentation of one or more signed and dated demands addressed by you to
Wells Fargo Bank, National Association, Letter of Credit Operations Office, San Francisco,
California, each in the form of Annex A (an "A Drawing"), Annex B (a "B Drawing"), Annex C
(a "C Drawing"), or Annex D (a "D Drawing") hereto, with all instructions in brackets therein
being complied with. Each such demand must be presented to us in its original form at the
Presentation Office (as hereinafter defined) or by facsimile transmission of such original form to
us at [phone].
Each such presentation must be made at or before 5:00 p.m. San Francisco time on a
Business Day (as hereinafter defined) to our Letter of Credit Operations Office in San Francisco,
California, presently located at One Front Street, 21st Floor, San Francisco, California 94111,
(the “Presentation Office”).
This Letter of Credit expires at our Letter of Credit Operations Office in San Francisco,
California on November 19, 2009, but shall be automatically extended, without written
amendment to, and shall expire on, November 19, 2010 unless on or before October 20, 2009,
you have received written notice from us sent by express courier or registered mail to your
address above or by facsimile transmission to [phone] (the “Fax Number”), that we elect
not to extend this Letter of Credit beyond November 19, 2009. (The date on which this Letter of
Credit expires pursuant to the preceding sentence, or if such date is not a Business Day then the
first (1st) succeeding Business Day thereafter, will be hereinafter referred to as the "Expiration
Date".) To be effective, the notice from us described in the first sentence of this paragraph must
be received by you on or before October 20, 2009.
As used herein the term "Business Day" shall mean a day on which our San Francisco
Letter of Credit Operations Office is open for business.
E-2
The amount of any demand presented hereunder will be the amount inserted in numbered
Paragraph 4 of said demand. By honoring any such demand we make no representation as to the
correctness of the amount demanded.
We hereby agree with you that each demand presented hereunder in full compliance with
the terms hereof will be duly honored by our payment to you of the amount of such demand, in
immediately available funds of Wells Fargo Bank, National Association:
(i) not later than 10:00 a.m., San Francisco time, on the Business Day following the
Business Day on which such demand is presented to us as aforesaid if such
presentation is made to us at or before noon, San Francisco time, or
(ii) not later than 10:00 a.m., San Francisco time, on the second Business Day
following the Business Day on which such demand is presented to us as aforesaid,
if such presentation is made to us after noon, San Francisco time.
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., San
Francisco time, on the Business Day on which such demand is presented to us as aforesaid if
such presentation is made to us at or before 9:00 a.m., San Francisco time, and (ii) not later than
11:00 a.m., San Francisco time, on the Business Day following the Business Day on which such
demand is presented to us as aforesaid if such presentation is made to us after 9:00 a.m., San
Francisco time.
If the remittance instructions included with any demand presented under this Letter of
Credit require that payment is to be made by transfer to an account with us or with another bank,
we and/or such other bank may rely solely on the account number specified in such instructions
even if the account is in the name of a person or entity different from the intended payee.
With respect to any demand that is honored hereunder, the total amount of this Letter of
Credit shall be reduced as follows:
(A) With respect to each A Drawing paid by us, the total amount of this Letter of
Credit shall be reduced by the amount of such A Drawing with respect to all
demands presented to us after the time we receive such A Drawing; provided,
however, that the amount of such A Drawing shall be automatically reinstated on
the eighth (8th) Business Day following the date such A Drawing is honored by
us, unless (i) you shall have received notice from us sent to you at your above
address by express courier or registered mail or by facsimile transmission to the
Fax Number, no later than seven (7) Business Days after such A Drawing is
honored by us that there shall be no such reinstatement, or (ii) such eighth (8th)
Business Day falls after the Expiration Date;
(B) With respect to each B Drawing paid by us, the total amount of this Letter of
Credit shall be reduced by the sum of (1) the amount inserted as principal in
paragraph 5(A) of the applicable demand plus (2) the greater of (a) the amount
inserted as interest in paragraph 5(B) of the applicable demand and (b) interest on
the amount inserted as principal in paragraph 5(A) of the applicable demand
E-3
calculated for 48 days at the rate of twelve percent (12%) per annum based on a
year of 365 days (with any fraction of a cent being rounded upward to the nearest
whole cent) with respect to all demands presented to us after the time we receive
such B Drawing and shall not be reinstated;
(C) With respect to each C Drawing paid by us, the total amount of this Letter of
Credit shall be reduced with respect to all demands presented to us after the time
we receive such C Drawing by the sum of (1) the amount inserted as principal in
paragraph 5(A) of the C Drawing plus (2) the greater of (a) the amount inserted
as interest in paragraph 5(B) of the C Drawing and (b) interest on the amount
inserted as principal in paragraph 5(A) of the C Drawing calculated for 48 days at
the rate of twelve percent (12%) per annum based on a year of 365 days (with any
fraction of a cent being rounded upward to the nearest whole cent); provided,
however, that if the Bonds (as defined below) related to such C Drawing are
remarketed and the remarketing proceeds are paid to us prior to the Expiration
Date, then on the day we receive such remarketing proceeds the amount of this
Letter of Credit shall be reinstated by an amount which equals the sum of (i) the
amount paid to us from such remarketing proceeds and (ii) interest on such
amount calculated for the same number of days, at the same interest rate, and on
the basis of a year of the same number of days as is specified in (2)(b) of this
paragraph (C) (with any fraction of a cent being rounded upward to the nearest
whole cent), with such reinstatement and its amount being promptly advised to
you; provided, however, that in no event will the total amount of all C Drawing
reinstatements exceed the total amount of all Letter of Credit reductions made
pursuant to this paragraph (C).
Upon presentation to us of a D Drawing in compliance with the terms of this Letter of
Credit, no further demand whatsoever may be presented hereunder.
No more than one A Drawing which we honor shall be presented to us during any
consecutive twenty-seven (27) calendar day period. No A Drawing which we honor shall be for
an amount more than U.S. $_______.
It is a condition of this Letter of Credit that the amount available for drawing under this
Letter of Credit shall be decreased automatically without amendment upon our receipt of each
reduction authorization in the form of Annex E to this Letter of Credit (with all instructions
therein in brackets being complied with) sent to us at the Presentation Office as a signed and
dated original form or sent to us as an authenticated SWIFT message at the SWIFT Address.
This Letter of Credit is subject to, and engages us in accordance with the terms of, the
Uniform Customs and Practice for Documentary Credits (2007 Revision), Publication No. 600 of
the International Chamber of Commerce (the "UCP"); provided, however, that if any provision
of the UCP contradicts a provision of this Letter of Credit such provision of the UCP will not be
applicable to this Letter of Credit, and provided further that Article 32, the second sentence of
Article 36, and subsection (e) of Article 38 of the UCP shall not apply to this Letter of Credit.
Furthermore, as provided in the first sentence of Article 36 of the UCP, we assume no liability or
responsibility for consequences arising out of the interruption of our business by Acts of God,
E-4
riots, civil commotions, insurrections, wars, acts of terrorism, or by any strikes or lockouts, or
any other causes beyond our control. Matters related to this Letter of Credit which are not
covered by the UCP will be governed by the laws of the State of California, including, without
limitation, the Uniform Commercial Code as in effect in the State of California, except to the
extent such laws are inconsistent with the provisions of the UCP or this Letter of Credit.
This Letter of Credit is transferable and may be transferred more than once, but in each
case only in the amount of the full unutilized balance hereof to any single transferee who you
shall have advised us pursuant to Annex F has succeeded The Bank of New York Mellon Trust
Company, N.A. or a successor trustee as Trustee under the Trust Indenture dated as of November
1, 1994, as amended and restated by a First Supplemental Trust Indenture dated as of October 1,
2008, as further amended or supplemented from time to time (the "Indenture") between
__________ County, ________ (the "Issuer") and The Bank of New York Mellon Trust
Company, N.A., as Trustee, pursuant to which U.S. $_________ in aggregate principal amount
of the Issuer's Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994 (the
"Bonds") were issued. Transfers may be effected without charge to the transferor and only
through ourselves and only upon presentation to us at the Presentation Office of a duly executed
instrument of transfer in the form attached hereto as Annex F. Any transfer of this Letter of
Credit as aforesaid must be endorsed by us on the reverse hereof and may not change the place of
presentation of demands from our Letter of Credit Operations Office in San Francisco,
California.
All payments hereunder shall be made from our own funds.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except the UCP to the extent the UCP is not inconsistent with or made inapplicable by this Letter
of Credit; and any such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except the UCP.
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
Authorized Signature
Letter of Credit Operations Office
Telephone No.: 1-800-798-2815
Facsimile No.: [phone]
E-5
Annex A to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT, ON AN INTEREST PAYMENT DATE (AS DEFINED IN
THE INDENTURE), OF UNPAID INTEREST ON THE BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT].
(5) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(6) IF THIS DEMAND IS RECEIVED AT THE PRESENTATION OFFICE BY
YOU AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
E-6
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
E-7
Annex B to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND THE UNPAID
INTEREST ON, REDEEMED BONDS UPON AN OPTIONAL AND/OR
MANDATORY REDEMPTION OF LESS THAN ALL OF THE BONDS
CURRENTLY OUTSTANDING.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT HEREBY DEMANDED IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE PRINCIPAL OF THE REDEEMED BONDS AND (B)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE REDEEMED BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
E-8
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10.00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
E-9
Annex C to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE PRINCIPAL AMOUNT OF, AND INTEREST DUE
ON, THOSE BONDS WHICH THE REMARKETING AGENT (AS DEFINED
IN THE INDENTURE) HAS BEEN UNABLE TO REMARKET WITHIN THE
TIME LIMITS ESTABLISHED IN THE INDENTURE.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS
INSERTED IN PARAGRAPH 5 BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF PRINCIPAL OF THE BONDS AND (B) $[INSERT
AMOUNT] BEING DRAWN WITH RESPECT TO THE PAYMENT OF
INTEREST DUE ON THE BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
E-10
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE 9:00 A.M., SAN FRANCISCO TIME ON A
BUSINESS DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT
OR BEFORE 11:30 A.M., SAN FRANCISCO TIME, ON SAID BUSINESS
DAY. IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AFTER 9:00 A.M., SAN FRANCISCO TIME, ON A BUSINESS DAY,
YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 11:00
A.M., SAN FRANCISCO TIME, ON THE BUSINESS DAY FOLLOWING
SAID BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
E-11
Annex D to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER.
[INSERT NAME OF BENEFICIARY] (THE "TRUSTEE") HEREBY CERTIFIES TO
WELLS FARGO BANK, NATIONAL ASSOCIATION (THE "BANK") WITH REFERENCE
TO IRREVOCABLE LETTER OF CREDIT NO. __________ (THE "LETTER OF CREDIT";
THE TERMS THE "BONDS", "BUSINESS DAY", THE "INDENTURE", AND THE
“PRESENTATION OFFICE” USED HEREIN SHALL HAVE THEIR RESPECTIVE
MEANINGS SET FORTH IN THE LETTER OF CREDIT) THAT:
(1) THE TRUSTEE IS THE TRUSTEE OR A SUCCESSOR TRUSTEE UNDER
THE INDENTURE.
(2) THE TRUSTEE IS MAKING A DEMAND UNDER THE LETTER OF CREDIT
FOR PAYMENT OF THE TOTAL UNPAID PRINCIPAL OF, AND UNPAID
INTEREST ON, ALL OF THE BONDS WHICH ARE CURRENTLY
OUTSTANDING UPON (A) THE STATED MATURITY OF ALL SUCH
BONDS, (B) THE ACCELERATION OF ALL SUCH BONDS FOLLOWING
AN EVENT OF DEFAULT UNDER THE INDENTURE OR (C) THE
REDEMPTION OF ALL SUCH BONDS.
(3) THE AMOUNT OF THIS DEMAND FOR PAYMENT WAS COMPUTED IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE BONDS
AND THE INDENTURE AND IS DEMANDED IN ACCORDANCE WITH
THE INDENTURE, WHICH AMOUNT PLEASE REMIT TO THE
UNDERSIGNED AS FOLLOWS:
[INSERT REMITTANCE INSTRUCTIONS].
(4) THE AMOUNT HEREBY DEMANDED UNDER THE LETTER OF CREDIT
IS $[INSERT AMOUNT WHICH IS THE SUM OF THE TWO AMOUNTS SET
FORTH IN PARAGRAPH 5, BELOW].
(5) THE AMOUNT OF THIS DEMAND IS EQUAL TO THE SUM OF (A)
$[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID PRINCIPAL OF THE OUTSTANDING BONDS
AND (B) $[INSERT AMOUNT] BEING DRAWN WITH RESPECT TO THE
PAYMENT OF THE UNPAID INTEREST ON THE OUTSTANDING BONDS.
(6) THE TRUSTEE HAS CONTACTED OR ATTEMPTED TO CONTACT BY
TELEPHONE AN OFFICER OF THE BANK AT THE PRESENTATION
E-12
OFFICE REGARDING THE AMOUNT OF THIS DEMAND AND THE DATE
AND TIME BY WHICH PAYMENT IS DEMANDED; HOWEVER, SUCH
CONTACT, WHETHER OR NOT ATTEMPTED OR MADE, IS NOT A
CONDITION TO HONORING THE DEMAND FOR PAYMENT MADE
PURSUANT HERETO.
(7) IF THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION
OFFICE AT OR BEFORE NOON, SAN FRANCISCO TIME ON A BUSINESS
DAY, YOU MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE
10:00 A.M., SAN FRANCISCO TIME, ON THE NEXT BUSINESS DAY. IF
THIS DEMAND IS RECEIVED BY YOU AT THE PRESENTATION OFFICE
AFTER NOON, SAN FRANCISCO TIME, ON A BUSINESS DAY, YOU
MUST MAKE PAYMENT ON THIS DEMAND AT OR BEFORE 10:00 A.M.,
SAN FRANCISCO TIME, ON THE SECOND BUSINESS DAY FOLLOWING
SUCH BUSINESS DAY.
[INSERT NAME OF BENEFICIARY]
[INSERT SIGNATURE AND DATE]
E-13
Annex E to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION.
LETTER OF CREDIT OPERATIONS OFFICE
ONE FRONT STREET, 21ST FLOOR
SAN FRANCISCO, CALIFORNIA 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
LETTER OF CREDIT REDUCTION AUTHORIZATION
[INSERT NAME OF BENEFICIARY], WITH REFERENCE TO LETTER OF
CREDIT NO. __________ ISSUED BY WELLS FARGO BANK, NATIONAL
ASSOCIATION (THE “BANK”), HEREBY UNCONDITIONALLY AND IRREVOCABLY
REQUESTS THAT THE BANK DECREASE THE AMOUNT AVAILABLE FOR DRAWING
UNDER THE LETTER OF CREDIT BY $[INSERT AMOUNT].
[FOR SIGNED REDUCTION AUTHORIZATIONS ONLY]
[INSERT NAME OF BENEFICIARY]
By: [INSERT SIGNATURE]
TITLE: [INSERT TITLE]
DATE: [INSERT DATE]
SIGNATURE GUARANTEED BY
[INSERT NAME OF BANK]
By:
[INSERT NAME AND TITLE]
E-14
Annex F to Wells Fargo Bank, National Association
Irrevocable Letter of Credit No. __________
WELLS FARGO BANK, NATIONAL ASSOCIATION
LETTER OF CREDIT OPERATIONS OFFICE
One Front Street, 21st Floor,
San Francisco, California, 94111
FOR THE URGENT ATTENTION OF LETTER OF CREDIT MANAGER
[INSERT DATE]
Subject: Your Letter of Credit No. __________
Ladies and Gentlemen:
For value received, we hereby irrevocably assign and transfer all of our rights under the
above-captioned Letter of Credit, as heretofore and hereafter amended, extended, increased or
reduced to:

[Name of Transferee]

[Address of Transferee]
By this transfer, all of our rights in the Letter of Credit are transferred to the transferee,
and the transferee shall have sole rights as beneficiary under the Letter of Credit, including sole
rights relating to any amendments, whether increases or extensions or other amendments, and
whether now existing or hereafter made. You are hereby irrevocably instructed to advise future
amendment(s) of the Letter of Credit to the transferee without our consent or notice to us.
The original Letter of Credit is returned with all amendments to this date. Please notify
the transferee in such form as you deem advisable of this transfer and of the terms and conditions
to this Letter of Credit, including amendments as transferred.
You are hereby advised that the transferee named above has succeeded The Bank of New
York Mellon Trust Company, N.A., or a successor trustee, as Trustee under the Trust Indenture
dated as of November 1, 1994, as amended and restated by a First Supplemental Trust Indenture
dated as of October 1, 2008, as further amended or supplemented from time to time (the
"Indenture") between County, ________ (the "Issuer") and The Bank of New York
Mellon Trust Company, N.A., as Trustee, pursuant to which U. S. $_________ in aggregate
principal amount of Issuer's Pollution Control Refunding Revenue Bonds (PacifiCorp Project)
Series 1994 (the “Bonds”) were issued.
E-15
Very truly yours,
[Insert Name of Transferor]
By:
[Insert Name and Title]
TRANSFEROR'S SIGNATURE
GUARANTEED
By:
[Bank Name]
By:
[Insert Name and Title]
By its signature below, the undersigned transferee acknowledges that it has duly
succeeded or a successor trustee as Trustee under the
Indenture.
[Insert Name of Transferee]
By:
[Insert Name and Title]
[This Page Intentionally Left Blank]

SUPPLEMENT DATED MARCH 27, 2013 TO SUPPLEMENT DATED APRIL 16, 2012, AS
SUPPLEMENTED APRIL 18, 2012, TO OFFICIAL STATEMENT DATED MAY 22, 1991
$45,000,000
EMERY COUNTY, UTAH
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1991
(CUSIP 291147 BW5*)
This Supplement amends and supplements the accompanying Supplement dated April 16, 2012,
as supplemented on April 18, 2012 (the “2012 Supplement”), to the Official Statement dated May 22,
1991, with respect to the above-captioned bond issue (the “Bonds”).
Effective March 27, 2013, the Letter of Credit will be extended in accordance with its terms to
and will expire on March 27, 2015. The Letter of Credit will not be amended or otherwise changed
except to effect such extension. On March 27, 2013, the Company will transfer its obligations in respect
of the Letter of Credit and related Letter of Credit Agreement described under “THE LETTER OF
CREDIT AND THE CREDIT AGREEMENT—Credit Agreement” in the 2012 Supplement from the
$800,000,000 Amended and Restated Credit Agreement dated July 6, 2006 (as amended by the First
Amendment dated April 15, 2009 and the Second Amendment dated as of January 6, 2012) among the
Company, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent,
and The Royal Bank of Scotland plc, as Syndication Agent, to the $600,000,000 Credit Agreement dated
as of March 27, 2013 among the Company, the initial lenders and letter of credit issuers named therein
and JPMorgan Chase Bank, N.A., as administrative agent and as swingline lender (the “2013 Credit
Agreement”). The Letter of Credit Agreement will be amended effective March 27, 2013 to reflect the
transfer of the Company’s obligations thereunder to the 2013 Credit Agreement. From and after
March 27, 2013, the term “Credit Agreement” in the 2012 Supplement shall mean and refer to the
2013 Credit Agreement, and the term “Letter of Credit Agreement” shall mean and refer to the Letter of
Credit Agreement as so amended.
Descriptions of PacifiCorp and of JPMorgan Chase Bank, National Association are attached as
Appendices A and B, respectively, to the 2012 Supplement in lieu of the original Appendices A and B.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement:
The Remarketing Agent has reviewed the information in this Supplement in accordance with, and as part
of, its responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of the transaction, but the Remarketing Agent does not guarantee the accuracy or
completeness of such information.
The Company has approved this Supplement for distribution by the Remarketing Agent to current
Bondholders and potential purchasers of the Bonds. THE ISSUER MAKES NO REPRESENTATION
WITH RESPECT TO AND HAS NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION
OF THIS SUPPLEMENT.
J.P. Morgan
as Remarketing Agent

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

SUPPLEMENT, DATED APRIL 18, 2012
TO THE SUPPLEMENT TO OFFICIAL STATEMENT, DATED APRIL 16, 2012

RELATING TO

DELIVERY OF
ALTERNATE CREDIT FACILITY AND REOFFERING
$45,000,000
EMERY COUNTY, UTAH
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT), SERIES 1991
This Supplement (the “Supplement”) modifies, amends and supplements certain
information contained in the Supplement to Official Statement (the “Original Supplement”),
dated April 16, 2012, relating to the above-captioned bonds (the “Bonds”). This Supplement
incorporates by this reference the Original Supplement and shall be deemed to be a part of the
Original Supplement, except as the Original Supplement is specifically modified, amended or
supplemented hereby. All capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Original Supplement.
The cover page of the Original Supplement incorrectly indicates that the Bonds currently
bear interest at a Daily Rate. The Bonds actually currently bear interest at a Weekly Interest
Rate as described under the heading “THE BONDS — Interest on the Bonds.” The cover page is
hereby amended to indicate that the Bonds currently bear interest at a Weekly Interest Rate.

This Supplement is dated April 18, 2012.

______________________
* The Bonds were issued in the aggregate principal amount of $45,000,000, all of which remain outstanding. This Supplement relates to the
remarketing, in a secondary market transaction, of $43,000,000 of the Bonds delivered for mandatory purchase by the respective owners thereof for
purchase on April 18, 2012. Owners of the remaining $2,000,000 aggregate principal amount of the Bonds have elected to retain such Bonds pursuant
to the Indenture.
REOFFERING-NOT A NEW ISSUE
The opinion of Chapman and Cutler delivered on May 23, 1991 stated that, subject to the condition that the Issuer
and the Company comply with certain covenants, under then existing law (i) interest on the Bonds is not includible in gross
income of the owners thereof for federal income tax purposes, except for interest on any Bond for any period during which
such Bond is owned by a person who is a substantial user of the Project or any person considered to be related to such person
(within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as amended), and (ii) interest on the Bonds
will not be treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations.
Interest on the Bonds will be taken into account, however, in computing an adjustment used in determining the alternative
minimum tax for certain corporations. Such opinion of Bond Counsel was also to the effect that under then existing law, the
interest on the Bonds is exempt from individual income taxes imposed by the Utah Individual Income Tax Act. Such
opinions have not been updated as of the date hereof. In the opinion of Bond Counsel to be delivered in connection with the
delivery of the Letter of Credit, the delivery of the Letter of Credit will not cause the interest on the Bonds to become
includible in the gross income of the owners thereof for federal income tax purposes. See “TAX EXEMPTION” herein for a
more complete discussion.
DELIVERY OF
ALTERNATE CREDIT FACILITY AND REOFFERING
$45,000,000*
EMERY COUNTY, UTAH
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT), SERIES 1991
Purchase Date: April 18, 2012 Due: July 1, 2015
The Bonds are limited obligations of the Issuer payable solely from and secured by a pledge of payments to be made
under a Loan Agreement between the Issuer and
PACIFICORP
and from funds drawn under an irrevocable direct pay Letter of Credit (the “Letter of Credit”) to be issued by
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
Under the Letter of Credit, the Trustee will be entitled to draw through April 18, 2013 (unless earlier terminated or
extended) up to an amount sufficient to pay the principal of and, up to 65 days’ accrued interest on the Bonds calculated at a
maximum interest rate of 12% per annum (a) to pay the principal of and interest on the Bonds and (b) to pay the purchase
price of Bonds tendered by the Owners thereof as provided in the Indenture.
The Bonds are currently secured by a Letter of Credit (the “Prior Letter of Credit”) issued by BNP Paribas (the
“Prior Bank”). PacifiCorp (the “Company”) has delivered notice that prior to or on April 18, 2012, the Letter of Credit will
be delivered to the Trustee to support the Bonds. After that date, the Bonds will not have the benefit of the Prior Letter of
Credit.
The Bonds are issuable as fully registered Bonds without coupons, initially in the denomination of $100,000 and
integral multiples of $5,000 in excess thereof. Interest on the Bonds while the Bonds bear interest at Daily, Weekly or
Monthly Rates will be payable monthly on each Interest Payment Date. As of the date hereof, the Bonds bear interest at a
Daily Rate. The Depository Trust Company, New York, New York (“DTC”), will continue to act as a securities depository
for Bonds. Such Bonds are registered in the name of Cede & Co., as registered owner and nominee of DTC, and, except for
the limited circumstances described herein, beneficial owners of interests in such Bonds will not receive certificates
representing their interests in such Bonds. Payments of principal of, and premium, if any, and interest on Bonds will be made
through DTC and its Participants and disbursements of such payments to purchasers will be the responsibility of such
Participants.
The Bonds are being offered solely on the basis of the Letter of Credit and the financial strength of
JPMorgan Chase Bank, National Association, and are not being offered on the basis of the financial strength of the
Company or any other security.
Certain legal matters related to the delivery of the Letter of Credit will be passed upon by Chapman and Cutler LLP,
Bond Counsel to the Company. Certain legal matters will be passed upon for the Company by Paul J. Leighton, Esq.,
counsel to the Company. _____________
Price: 100%
The Bonds are reoffered, subject to prior sale and certain other conditions.
J.P. Morgan
Remarketing Agent
April 16, 2012

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

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

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

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

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

Redemption of Bonds .............................................................................................................4

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

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

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

REMARKETING AGENT....................................................................................................................10

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

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

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

APPENDIX A — PacifiCorp
APPENDIX B — JPMorgan Chase Bank, National Association
APPENDIX C — Official Statement Dated May 22, 1991
APPENDIX D — Proposed Form of Opinion of Bond Counsel
APPENDIX E — Form of Letter of Credit

$45,000,000
EMERY COUNTY, UTAH
POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT), SERIES 1991
_______________
GENERAL INFORMATION
THIS SUPPLEMENT TO OFFICIAL STATEMENT DOES NOT CONTAIN COMPLETE
DESCRIPTIONS OF DOCUMENTS AND OTHER INFORMATION WHICH IS SET FORTH IN THE
OFFICIAL STATEMENT DATED MAY 22, 1991, A COPY OF WHICH IS ATTACHED HERETO AS
APPENDIX C (THE “ORIGINAL OFFICIAL STATEMENT” AND, TOGETHER WITH THIS SUPPLEMENT
TO OFFICIAL STATEMENT, THE “OFFICIAL STATEMENT”) EXCEPT WHERE THERE HAS BEEN A
CHANGE IN THE DOCUMENTS OR MORE RECENT INFORMATION SINCE THE DATE OF THE
ORIGINAL OFFICIAL STATEMENT. THIS SUPPLEMENT TO OFFICIAL STATEMENT SHOULD
THEREFORE BE READ ONLY IN CONJUNCTION WITH THE ORIGINAL OFFICIAL STATEMENT.
This Supplement to Official Statement is provided to furnish certain information with
respect to the reoffering of the $45,000,000 outstanding principal amount of the Pollution
Control Revenue Refunding Bonds (PacifiCorp Projects) Series 1991 (the “Bonds”) issued by
Emery County, Utah (the “Issuer”).
The Bonds were issued pursuant to a Trust Indenture, dated as of May 1, 1991 (the
“Indenture”) between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(successor in interest to The First National Bank of Chicago), as Trustee (the “Trustee”). The
proceeds from the sale of the Bonds were loaned to PacifiCorp (the “Company”) pursuant to the
terms of a Loan Agreement dated as of May 1, 1991 (the “Agreement”), between the Issuer and
the Company. Under the Agreement, the Company is unconditionally obligated to pay amounts
sufficient to provide for payment of the principal of, premium, if any, and interest on the Bonds
(the “Loan Payments”) and for payment of the purchase price of the Bonds.
The proceeds of the Bonds, together with certain other moneys of the Company, were
used for the purposes set forth in the Original Official Statement.
The Bonds, together with premium, if any, and interest thereon, are limited and not
general, obligations of the Issuer not constituting or giving rise to a pecuniary liability of
the Issuer nor any charge against its general credit or taxing powers nor an indebtedness of
or a loan of credit thereof, shall be payable solely from the Revenues (as defined in the
Indenture and which includes moneys drawn under the Letter of Credit) and other moneys
pledged therefor under the Indenture, and shall be a valid claim of the respective holders
thereof only against the Bond Fund (as defined in the Indenture), the Revenues and other
moneys held by the Trustee as part of the Trust Estate (as defined in the Indenture). The
Issuer shall not be obligated to pay the purchase price of Bonds from any source.

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

-3-
financial condition of the Company is included in APPENDIX A attached hereto. A brief
description of JPMorgan is included as APPENDIX B hereto. The descriptions herein of the
Agreement, the Indenture and the Letter of Credit are qualified in their entirety by reference to
such documents, and the descriptions herein of the Bonds are qualified in their entirety by
reference to the form thereof and the information with respect thereto included in the aforesaid
documents. All such descriptions are further qualified in their entirety by reference to laws and
principles of equity relating to or affecting the enforcement of creditors’ rights generally. Copies
of such documents may be obtained from the principal corporate trust office of the Trustee in
Chicago, Illinois and at the principal offices of the Remarketing Agent in New York, New York.
THE BONDS
Reference is hereby made to the Bonds in their entirety for the detailed provisions
thereof. Certain terms used herein are set forth in the Original Official Statement under the
caption “THE BONDS—Interest on the Bonds” and in “APPENDIX F” thereto.
INTEREST ON THE BONDS
The Bonds currently bear interest at a Weekly Interest Rate (not exceeding 12% while the
Letter of Credit is in effect) unless and until changed as described in the Original Official
Statement under “CONVERSION OF RATE.” The Weekly Interest Rate on the Bonds shall be
determined by the Remarketing Agent on each Tuesday (or the next succeeding Business Day, if
such Tuesday is not a Business Day) of each week to be the interest rate which, on the following
day, in the judgment of the Remarketing Agent, when borne by the Bonds would be the
minimum interest rate necessary to enable the Remarketing Agent to sell the Bonds on such date
at 100% of the principal amount thereof plus accrued interest, if any.
Interest accrued on the Bonds during each Interest Period (as defined below) shall be paid
to the Owner as of the Record Date (as defined below) on the next succeeding Interest Payment
Date (as defined below) and, while the Bonds bear interest at a Weekly Interest Rate or other
Floating Interest Rate (as defined in the Official Statement), computed on the basis of a year of
365 or 366 days, as applicable, for the actual number of days elapsed.
“Interest Payment Date” means (a) during such time as the Bonds bear a Weekly Interest
Rate, the day next succeeding the Interest Accrual Date, and (b) any Conversion Date.
“Interest Period” means the period from and including the date interest starts to accrue
on the Bonds pursuant to a particular method of calculating interest to and including the next
succeeding Interest Accrual Date and each succeeding period from the day next succeeding such
Interest Accrual Date to and including (i) the next succeeding Interest Accrual Date or (ii) if
earlier, the day next preceding a Conversion Date.
“Interest Accrual Date” means, with respect to any Interest Period during which interest
on the Bonds accrues at a Weekly Interest Rate, the day next preceding the first Business Day of
the next succeeding calendar month.

-4-
“Record Date” means, when the Bonds bear interest at a Weekly Interest Rate, the
Interest Accrual Date.
PURCHASE ON DEMAND OF OWNER
While the Bonds bear interest at a Weekly Interest Rate, any Bond shall be purchased, on
the demand of the Owner thereof, on any Wednesday at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (i) delivery to the
Remarketing Agent at its Principal Office, by no later than 10:00 a.m. New York, New York
time, on the seventh day preceding such Wednesday, of a written notice, which states the
principal amount of such Bonds to be purchased, and (ii) delivery of such Bond (with all
necessary endorsements) and, in the case of a Bond to be purchased prior to the Interest Payment
Date for any Interest Period and after the Record Date in respect thereto, a due-bill, in form
satisfactory to the Trustee, at the New York delivery office of the Trustee at or prior to 10:00
a.m., New York, New York time, on such Wednesday; provided, however, that such Bond shall
be so purchased only if the Bond so delivered to the Trustee shall conform in all respects to the
description thereof in the aforesaid notice. In the event that Wednesday is not a Business Day,
the procedures described in this paragraph to occur on Wednesday, shall occur on the next
succeeding Business Day. An Owner who gives the notice set forth in clause (i) above may
repurchase the Bonds so tendered with such notice on such Wednesday if the Remarketing Agent
agrees to sell the Bonds so tendered to such Owner. If such Owner decides to repurchase such
Bonds and the Remarketing Agent agrees to sell the specified Bonds to such Owner prior to
delivery of such Bonds as set forth in clause (ii) hereinabove, the delivery requirement set forth
in such clause (ii) shall be waived.
Anything in the Indenture notwithstanding, (i) at any time when neither the Letter of
Credit nor an Alternate Credit Facility is outstanding, there shall be no purchases or sales of
Bonds as described above, and (ii) at any time during which the Letter of Credit or an Alternate
Credit Facility is outstanding, there shall be no sales of Bonds, if (A) there shall have occurred
and not have been cured or waived an Event of Default described in the Original Official
Statement in paragraph (a), (b), (c), (d) or (e) under the caption “THE INDENTURES — Defaults”
of which the Remarketing Agent and the Trustee have actual knowledge or (B) the Bonds have
been declared to be immediately due and payable as described in the Official Statement under
the caption “THE INDENTURE — Remedies” and such declaration has not been rescinded pursuant
to the Indenture.
REDEMPTION OF BONDS
Bonds bearing interest at a Weekly Interest Rate are subject to optional redemption on
any Interest Payment Date by the Issuer in whole or in part (and if in part in an Authorized
Denomination), at the direction of the Company (but only with the timely written consent of the
Bank or of the Obligor on the Alternate Credit Facility, as the case may be), at the principal
amount thereof, plus accrued interest, if any, with 30 days’ prior notice from the Company to the
Issuer and the Trustee.

-5-
The Bonds are also subject to redemption under certain circumstances including (i)
certain events relating to the Project, (ii) a Determination of Taxability, (iii) expiration or
termination of the Letter of Credit or Alternate Credit Facility and (iv) a Conversion Date as
described in the Original Official Statement under the captions “THE BONDS — Extraordinary
Optional Redemption of Bonds,” “— Special Mandatory Redemption of Bonds,” “—
Redemption Upon Expiration or Termination of Letter of Credit or Alternate Credit Facility,”
and “— Redemption Upon Conversion.”
Notice requirements and other procedures relating to redemption of Bonds are as
described in the Original Official Statement under the caption “THE BONDS — Procedure for and
Notice of Redemption.”
THE LETTER OF CREDIT AND THE CREDIT AGREEMENT
The following is a brief summary of certain provisions of the Letter of Credit and that
certain $800,000,000 Credit Agreement, dated July 6, 2006, as amended and supplemented,
among the Company, the financial institutions party thereto, the Administrative Agent (defined
below) and The Royal bank of Scotland plc, as syndication agent (together with all related
documents, the “Credit Agreement”). This summary is not a complete recital of the terms of the
Letter of Credit or the Credit Agreement and reference is made to the Letter of Credit or the
Credit Agreement, as applicable, in its entirety.
THE LETTER OF CREDIT
On the date of reoffering of the Bonds, JPMorgan will issue in favor of the Trustee a
Letter of Credit for the Bonds in the form of a direct pay letter of credit. The Letter of Credit
will be issued in the aggregate principal amount of the Bonds plus 65 days’ interest at 12% per
annum, on the basis of a 365 day year (the “Original Stated Amount”) (as from time to time
reduced and reinstated as provided in the Letter of Credit). The Letter of Credit will permit the
Trustee to draw up to an amount equal to the Original Stated Amount to pay the unpaid principal
thereof and accrued interest on the Bonds, subject to the terms, conditions and limitations stated
therein. The Letter of Credit will be substantially in the form attached hereto as APPENDIX E.
The Letter of Credit will expire on April 18, 2013. At any time there remains no less
than 90 days to the then current Stated Expiration Date (defined below), the Company may
request JPMorgan to extend such Stated Expiration Date for a period of one year. JPMorgan
may, in its sole discretion, extend the Stated Expiration Dated then in effect and will give written
notice of such election to extend to the Company and the Trustee within 30 days of receipt the of
request to extend. Failure by JPMorgan to notify the Company and the Trustee of any decision
within 30 days will be deemed to be a rejection of such request. The date on which the Letter of
Credit expires as described in the preceding sentence and as it may be extended from time to
time, is defined in the Letter of Credit as the “Stated Expiration Date”. For purposes of the
Letter of Credit, “Business Day” means any day other than a day on which banking institutions
in the city in which the principal corporate trust office of the Trustee or the principal corporate
trust office of the Tender Agent or the principal office of the Remarketing Agent is located, or

-6-
the city where the office of JPMorgan where drawings are made hereunder is located, are
required or authorized by law to remain closed, or other than a day on which the New York
Stock Exchange is closed.
Each drawing honored by JPMorgan under the Letter of Credit will immediately reduce
the available amount thereunder by the amount of such drawing. Any drawing to pay interest
will be automatically reinstated on the ninth (9th) Business Day following the date such drawing
is honored by the Bank, unless JPMorgan gives notice of an Event of Default under that certain
Reimbursement Agreement, dated April 18, 2012 (the “Reimbursement Agreement”), between
the Company and JPMorgan, pursuant to which the Letter of Credit will be issued. Any drawing
to pay the purchase price of a Bond shall be automatically reinstated upon receipt by JPMorgan,
or the Trustee on behalf of JPMorgan, of an amount equal to the purchase price of such Bonds
(or portion thereof) plus accrued interest on such Bonds as required under the Reimbursement
Agreement. See APPENDIX E.
CREDIT AGREEMENT
General. The Company is party to the Credit Agreement. In addition, the Company has
executed and delivered the Reimbursement Agreement requesting that JPMorgan issue a letter of
credit for the Bonds and governing the issuance thereof. The Letter of Credit is issued pursuant
to the Credit Agreement and the Reimbursement Agreement.
The Credit Agreement defines the relationship between the Company and the financial
institutions party thereto, including JPMorgan; neither the Issuer nor the Trustee has any interest
in the Credit Agreement or in any of the funds or accounts created under it. Under the Credit
Agreement and the Reimbursement Agreement, the Company has agreed to reimburse JPMorgan
for any drawings under a Letter of Credit, to pay certain fees and expenses, to pay interest on any
unreimbursed drawings or other amounts unpaid, and to reimburse JPMorgan for certain other
costs and expenses incurred.
Defined Terms. Capitalized terms used in this section and in the Credit Agreement, as
applicable, that are not otherwise defined in this Reoffering Circular will have the meanings set
forth below.
“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Syndicate Banks and its successors in such capacity.
“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the Credit Agreement, the amount set forth opposite its name on the commitment
schedule as its Commitment and (ii) with respect to each additional Syndicate Bank or assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, the amount of the
Commitment thereby assumed by it, in each case as such amount may from time to time be
reduced or increased pursuant to the Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than

-7-
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the Credit
Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar
obligations of such Person in respect of amounts paid under a letter of credit, surety bond or
similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as defined
in the Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the Credit
Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the Credit Agreement) or any combination of the foregoing pursuant to the Credit Agreement.
“Material Debt” means Debt of the Company arising under a single or series of related
instruments or other agreements exceeding $35,000,000 in principal amount.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means any individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Reimbursement Obligations” means all such amounts paid by an Issuing Bank and
remaining unpaid by the Company after the date and time required for payment under the Credit
Agreement.
“Required Banks” means at any time Syndicate Banks having more than 50% of the total
Commitments under the Credit Agreement, or if the Commitments shall have been terminated,
holding more than 50% of the sum of the outstanding Loans and letter of credit liabilities.
“Syndicate Bank” or “Syndicate Banks” means, individually or collectively, each bank
or other financial institution listed on the signature pages to the Credit Agreement, each assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, and their respective
successors.

-8-
Events of Default and Remedies. Any one or more of the following events constitute an
event of default (an “Event of Default”) under the Credit Agreement:
(a) the Company shall fail to pay when due any principal of any Loan or any
Reimbursement Obligation or shall fail to pay, within five days of the due date thereof,
any interest, commitment fees or facility fees payable hereunder or shall fail to cash
collateralize any letter of credit pursuant to the Credit Agreement;
(b) the Company shall fail to pay any other amount claimed by one or more
Syndicate Banks under the Credit Agreement within five days of the due date thereof,
unless (i) such claim is disputed in good faith by the Company, (ii) such unpaid claimed
amount does not exceed $100,000 and (iii) the aggregate of all such unpaid claimed
amounts does not exceed $300,000;
(c) the Company shall fail to observe or perform certain specified financial
covenants contained in the Credit Agreement;
(d) the Company shall fail to observe or perform any covenant or agreement
contained in the Credit Agreement (other than those covered by clause (a), (b) or (c)
above) for 15 days after written notice thereof has been given to the Company by the
Administrative Agent at the request of any Syndicate Bank;
(e) any representation, warranty, certification or statement made by the
Company in the Credit Agreement or in any certificate, financial statement or other
document delivered pursuant to the Credit Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);
(f) the Company shall fail to make any payment in respect of any Material
Debt (other than Loans or any Reimbursement Obligation) or Material Hedging
Obligations (as defined in the Credit Agreement) when due or within any applicable
grace period;
(g) any event or condition shall occur which results in the acceleration of the
maturity of any Material Debt of the Company or enables the holder of such Material
Debt or any Person acting on such holder’s behalf to accelerate the maturity thereof;
(h) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;

-9-
(i) an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
(j) the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate certain material plans identified in the Credit Agreement (each a
“Material Plan”) shall be filed under Title IV of ERISA by any member of the ERISA
Group, any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability in excess
of $25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any multiemployer plan (identified in the Credit Agreement)
against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA
in respect of an amount or amounts aggregating in excess of $25,000,000, and such
proceeding shall not have been dismissed within 20 days thereafter; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which would cause one or more members of
the ERISA Group to incur a current payment obligation in excess of $25,000,000;
(k) a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days;
(l) MidAmerican Energy Holdings Company or any wholly-owned subsidiary
thereof that owns common stock of the Company (“MidAmerican”) shall fail to own
(directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding
shares of common stock of the Company; any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), except
Berkshire Hathaway Inc. or any wholly-owned subsidiary thereof, shall acquire a
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities
and Exchange Commission under said Act) of 35% or more of the outstanding shares of
common stock of MidAmerican; or, during any period of 14 consecutive calendar months
commencing on or after March 21, 2006, individuals who were directors of the Company
on the first day of such period and any new director whose election by the board of
directors of the Company or nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of the applicable period or whose election or nomination

-10-
for election was previously so approved, shall cease to constitute a majority of the board
of directors of the Company.
Upon the occurrence of any Event of Default under the Credit Agreement, the
Administrative Agent shall (i) if requested by the Required Banks, by notice to the Company
terminate the Commitments and the obligation of each Syndicate Bank to make Loans
thereunder and the obligation of each Issuing Bank to issue any letter of credit thereunder and
such obligations to make Loans and issue new letters of credit shall thereupon terminate, and (ii)
if requested by the Required Banks, by notice to the Company declare the Loans (together with
accrued interest thereon) and any outstanding Reimbursement Obligations in respect of any
drawing under a letter of credit issued under the Credit Agreement to be, and the same shall
thereupon become, immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Company; provided that in the case of
any of the Events of Default specified in clause (h) or (i) above with respect to the Company,
without any notice to the Company or any other act by the Administrative Agent or the Syndicate
Banks, the Commitments shall thereupon terminate and the Loans (together with accrued interest
thereon) and any outstanding Reimbursement Obligations in respect of any drawing under a
letter of credit issued under the Credit Agreement shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Company.
The Company agrees, in addition to the Events of Default provisions above, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the
Administrative Agent upon the instruction of the Required Banks or any Issuing Bank having an
outstanding letter of credit issued under the Credit Agreement, pay to the Administrative Agent
an amount in immediately available funds (which funds shall be held as collateral pursuant to
arrangements satisfactory to the Administrative Agent) equal to the aggregate amount available
for drawing under all letters of credit issued under the Credit Agreement outstanding at such time
(or, in the case of a request by an Issuing Bank, all such letters of credit issued by it); provided
that, upon the occurrence of any Event of Default specified in clause (h) or (i) above with respect
to the Company, and on the scheduled termination date of the Credit Agreement, the Company
shall pay such amount forthwith without any notice or demand or any other act by the
Administrative Agent, any Issuing Bank or any Syndicate Bank.
REMARKETING AGENT
J.P. Morgan Securities LLC (the “Remarketing Agent”) will continue as remarketing
agent for the Bonds. Subject to certain conditions, the Remarketing Agent has agreed to
determine the rate of interest on the Bonds and use its best efforts to remarket all tendered
Bonds.
In the ordinary course of its business, the Remarketing Agent has engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with the
Company, its subsidiaries and its other affiliates, for which it has received and will receive
customary compensation.

-11-
The Remarketing Agent is Paid by the Company. The Remarketing Agent’s
responsibilities include determining the interest rate from time to time and remarketing Bonds
that are optionally or mandatorily tendered by the owners thereof (subject, in each case, to the
terms of the Indenture and the Remarketing Agreement), all as further described in this
Reoffering Circular. The Remarketing Agent is appointed by the Company and paid by the
Company for its services. As a result, the interests of the Remarketing Agent may differ from
those of existing Holders and potential purchasers of Bonds.
The Remarketing Agent May Purchase Bonds for Its Own Accounts. The Remarketing
Agent acts as remarketing agent for a variety of variable rate demand obligations and, in its sole
discretion, may purchase such obligations for its own accounts. The Remarketing Agent is
permitted, but not obligated, to purchase tendered Bonds for its own accounts and, in its sole
discretion, may acquire such tendered Bonds in order to achieve a successful remarketing of the
Bonds (i.e., because there otherwise are not enough buyers to purchase the Bonds) or for other
reasons. However, the Remarketing Agent is not obligated to purchase Bonds, and may cease
doing so at any time without notice. The Remarketing Agent may also make a market in the
Bonds by purchasing and selling Bonds other than in connection with an optional or mandatory
tender and remarketing. Such purchases and sales may be at or below par. However, the
Remarketing Agent is not required to make a market in the Bonds. The Remarketing Agent may
also sell any Bonds it has purchased to one or more affiliated investment vehicles for collective
ownership or enter into derivative arrangements with affiliates or others in order to reduce its
exposure to the Bonds. The purchase of Bonds by the Remarketing Agent may create the
appearance that there is greater third party demand for the Bonds in the market than is actually
the case. The practices described above also may result in fewer Bonds being tendered in a
remarketing.
Bonds May Be Offered at Different Prices on Any Date Including an Interest Rate
Determination Date. Pursuant to the Indenture and the Remarketing Agreement, the
Remarketing Agent is required to determine the applicable rate of interest that, in its judgment, is
the lowest rate that would permit the sale of the Bonds bearing interest at the applicable interest
rate at par plus accrued interest, if any, on and as of the applicable interest rate determination
date. The interest rate will reflect, among other factors, the level of market demand for the Bonds
(including whether the Remarketing Agent is willing to purchase Bonds for its own accounts).
There may or may not be Bonds tendered and remarketed on an interest rate determination date,
the Remarketing Agent may or may not be able to remarket any Bonds tendered for purchase on
such date at par and the Remarketing Agent may sell Bonds at varying prices to different
investors on such date or any other date. The Remarketing Agent is not obligated to advise
purchasers in a remarketing if it does not have third party buyers for all of the Bonds at the
remarketing price. In the event the Remarketing Agent owns any Bonds for its own account, it
may, in its sole discretion in a secondary market transaction outside the tender process, offer
such Bonds on any date, including the interest rate determination date, at a discount to par to
some investors.
The Ability to Sell the Bonds Other Than Through the Tender Process May Be Limited.
The Remarketing Agent may buy and sell Bonds other than through the tender process.
However, it is not obligated to do so and may cease doing so at any time without notice and may

-12-
require Holders that wish to tender their Bonds to do so through the Trustee with appropriate
notice. Thus, investors who purchase the Bonds, whether in a remarketing or otherwise, should
not assume that they will be able to sell their Bonds other than by tendering the Bonds in
accordance with the tender process.
The Remarketing Agent May Resign, be Removed or Cease Remarketing the Bonds,
Without a Successor Being Named. Under certain circumstances the Remarketing Agent may be
removed or have the ability to resign or cease its remarketing efforts, without a successor having
been named, subject to the terms of the Indenture and the Remarketing Agreement.
BOND TERMS AND RELATED DOCUMENTS
Descriptions of provisions of the Bonds and summaries of the Agreement and the
Indenture are set forth in the Original Official Statement under the following captions and the
information under the following captions in the Original Official Statement is incorporated by
reference in this Supplement to Official Statement:

THE BONDS
“Alternate Credit Facility,” “Substitute Letter of Credit” and “Termination of Letter of
Credit or Alternate Credit Facility” under “THE LETTERS OF CREDIT.”
CONVERSION OF RATE
THE AGREEMENT
THE INDENTURE
TAX EXEMPTION
Original Opinion. The opinion of Chapman and Cutler delivered on May 23, 1991
stated that, subject to the condition that the Issuer and the Company comply with certain
covenants made to satisfy pertinent requirements of the Internal Revenue Code of 1986 (the
“Code”), under then existing law, interest on the Bonds is not includible in gross income of the
owners thereof for federal income tax purposes, except for interest on any Bond for any period
during which such Bond is owned by a person who is a substantial user of the Pollution Control
Facilities or any person considered to be related to such person (within the meaning of
Section 103(b)(13) of the 1954 Code), and the interest on the Bonds will not be treated as an
item of tax preference in computing the alternative minimum tax for individuals and corporations
(since the Prior Bonds were issued prior to August 8, 1986). Interest on the Bonds will be taken
into account, however, in computing an adjustment used in determining the alternative minimum
tax for certain corporations. Ownership of the Bonds may result in other federal tax
consequences to certain taxpayers; no opinion was expressed regarding any such collateral
consequences arising with respect to the Bonds. In rendering this opinion, Chapman and Cutler
relied upon a certificate of the Company with respect to certain material facts solely within the
Company’s knowledge relating to the Plant (as defined in the Indenture) and the application of
the proceeds of the Prior Bonds (as defined in the Indenture) and the Bonds.

-13-
In addition, such opinion stated that, under then existing laws of the State of Utah,
interest on the Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act.
The failure to comply with certain of such covenants of the Issuer and the Company
could cause the interest on the Bonds to be included in gross income retroactive to the date of
issuance of the Bonds. Chapman and Cutler LLP has made no independent investigation to
confirm that such covenants have been complied with.
Supplemental Opinion. Chapman and Cutler LLP will deliver an opinion in connection
with the delivery of the Letter of Credit to the effect that the delivery of the Letter of Credit (i) is
authorized under the Agreement and complies with the terms thereof and (ii) will not impair the
validity under the Act of the Bonds or will not cause the interest on the Bonds to become
includible in the gross income of the Owners thereof for federal income tax purposes. Except as
necessary to render the foregoing opinions, Chapman and Cutler LLP has not reviewed any
factual or legal matters relating to its opinion dated January 14, 1988 subsequent to its issuance
other than with respect to the Company in connection with (a) the adjustment of the interest rate
on the Bonds described in our opinion dated February 28, 1996, (b) the delivery of an Alternate
Credit Facility, dated as of May 15, 2001, (c) delivery of the Prior Letter of Credit, dated
September 15, 2004 and (d) the delivery of the Letter of Credit described herein. The opinion
delivered in connection with delivery of the Letter of Credit is not to be interpreted as a
reissuance of the original approving opinion as of the date of this Supplement to Official
Statement.
MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS NOT
PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS SUPPLEMENT TO OFFICIAL
STATEMENT.
APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both
A-2
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.
A-3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement (the
“Supplement”) shall be deemed to be incorporated by reference in this Supplement and to be a
part hereof from the date of filing such documents (such documents and the documents
enumerated above, being hereinafter referred to as the “Incorporated Documents”), provided,
however, that the documents enumerated above and the documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during
which the reoffering made by this Supplement is in effect before the filing of the Company’s
Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Supplement or be a part hereof from and after such filing of
such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.
APPENDIX B
The information under this heading has been provided solely by JPMorgan Chase Bank,
National Association and is believed to be reliable. This information has not been verified
independently by the Issuer, PacifiCorp or the Remarketing Agent. The Issuer, PacifiCorp and
the Remarketing Agent make no representation whatsoever as to the accuracy, adequacy or
completeness of such information.
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
JPMorgan Chase Bank, National Association (the “Bank”) is a wholly owned subsidiary
of JPMorgan Chase & Co., a Delaware corporation whose principal office is located in New
York, New York. The Bank offers a wide range of banking services to its customers, both
domestically and internationally. It is chartered and its business is subject to examination and
regulation by the Office of the Comptroller of the Currency.
As of December 31st, 2012, JPMorgan Chase Bank, National Association, had total assets
of $1,896.8 billion, total net loans of $608.7 billion, total deposits of $1,246.3 billion, and total
stockholder’s equity of $146.3 billion. These figures are extracted from the Bank’s unaudited
Consolidated Reports of Condition and Income (the “Call Report”) as of December 31st, 2012,
prepared in accordance with regulatory instructions that do not in all cases follow U.S. generally
accepted accounting principles. The Call Report including any update to the above quarterly
figures is filed with the Federal Deposit Insurance Corporation and can be found at
www.fdic.gov.
Additional information, including the most recent annual report on Form 10-K for the
year ended December 31, 2011, of JPMorgan Chase & Co., the 2011 Annual Report of
JPMorgan Chase & Co., and additional annual, quarterly and current reports filed with or
furnished to the Securities and Exchange Commission (the “SEC”) by JPMorgan Chase & Co.,
as they become available, may be obtained without charge by each person to whom this Official
Statement is delivered upon the written request of any such person to the Office of the Secretary,
JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 or at the SEC’s website
at www.sec.gov.
________________________________________
The information contained in this Appendix relates to and has been obtained from the
Bank. The delivery of the Supplement shall not create any implication that there has been no
change in the affairs of the Bank since the date hereof, or that the information contained or
referred to in this Appendix is correct as of any time subsequent to its date.

C-1
APPENDIX C

OFFICIAL STATEMENT DATED MAY 22, 1991
[This Page Intentionally Left Blank]
NEW ISSUE
Subject to compliance by the Company and the Issuer with certain covenants, in the opinion of Chapman
and Cutler, Bond Counsel, under present law (a) interest on the Bonds will not be includible in gross income
of the Owners thereof for federal income tax purposes, except for interest on any Bond for any period during
which such Bond is owned by a person who is a substantial user of the Project or any person considered to be
related to such person (within the meaning of Section 703(b) (73) of the lntemal Revenue Code of 1954, as
amended), and (b) interest on the Bonds will not be treated as an item of tax preference in computing the
alternative minimum tax for individuals and corporations. Such interest will be taken into account, however, in
computing the corporate alternative minimum tax, as more fully discussed under the heading “TAX EXEMP-
TION” herein. Bond Counsel is a/so of the opinion that under present law such interest will be exempt from
taxes imposed by the Utah /ndividua/ income Tax Act, as more fully ‘discussed under the heading “TAX
EXEMPTION” herein. <,.
$45,000,000
Emery County, Utah
Pollution Control Revenue Refunding Bonds
( PacifiCorp Project)
Series 1991
Interast Accrual: Date ct Delivery Due: July 1,2015
The Bonds are limited obligations of the issuer and, except to the extent payable from any moneys
pledged therefor, will be payable solely from and secured by a pledge of payments to be made under a Loan
Agreement with
PacifiCorp
and from funds drawn under an irrevocable direct-pay Letter of Credit issued by the Los Angeles Branch of
Credit Suisse
Under the Letter of Credit, the Trustee will be entitled to draw through May 23, 1994 (unless earlier
terminated or extended) up to an amount sufficient to pay the principal of and, initially, up to 294 days’
accrued interest on the Bonds at 12% per annum to be used (a) to pay the principal of and interest on the
Bonds and (b) to pay the purchase price of Bonds tendered by the Owners thereof as provided in the
Indenture.
initially, each Bond will bear interest from the date of first authentication and delivery thereof at a Flexible
Rate, determined by the Remarketing Agent, for the Flexible Period selected by the Owner thereof, as
described herein. Thereafter, the interest rate on the Bonds may be changed in accordance with the Indenture
to a Daily, Weekly, Monthly or Term Interest Rate.
The Bonds are subject to conversion to interest rates other than Flexible Rates as more fully described
herein. After such conversion, such Bonds may cease to be subject to purchase as described herein. Upon the
terms and conditions described herein, the Bonds will be subject to redemption prior to maturity.
The Bonds are issuable as fully registered Bonds without coupons, initially in the denomination of
$100,000 and inte
interest at Flexible 8
ral multiples of $5,000 in excess thereof. Interest on the Bonds while the Bonds bear
ates will be payable on the Flexible Date with respect to each Bond by check mailed to the
person in whose name such Bond is registered at the close of business on the record date. Interest may, at the
option of any Owner of Bonds in an ag regate principal amount of at least $1 ,OOO,OOO, be transmitted by wire
‘transfer to such Owner. Principal of an % premrum, If any, on all Bonds will be payable at the principal corporate
trust office of The First National Bank of Chicago, as Trustee, in Chicago, Illinois.
Price: 100%
The Bonds are offered when, as and if issued by the Issuer and accepted by the Underwriter, subject to the
approval of legality by Chapman and Cutler, Bond Counsel, and certain other conditions. Certain legal
matters will be passed upon for the Underwriter by its counsel, Winthrop, Stimson, Putnam 8
Roberts. It is expected that the Bonds will be available for delivery in New York, New
York, on or about May 23, 1991 against payment therefor.
May 22, 1991
Goldman, Sachs & Co.
.~,~ ,,.. ..., ~.,.I, .,
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 Offlciai Statement in connection
wltfr the offering made hereby and, if glven or made, such information or representations must
not be reill upon as having been authorized by the issuer, PacifiCorp, Credit Suisse or the
Underwriter. Neither the delivery of this Offfciai Statement nor any sale hereunder shall under any
circumstances create any implication tftat there has been no change in the affairs of the issuer,
Credit Suisse or PacfffCorp rince the date hereof. The issuer has not or will not assume any
responsibility as to the accuracy or completeness of the information in this Offlciai Statement,
other than that relating to itseif under the captfon “Ttfs Issusn.” Upon issuance, the Bonds will not
be registered under the Securitfes Act of 1933, as amended, and will not be listed on any stock or
other securities exchange. Neither the Securities and Exchange Commission nor any other
federal, state, municipal or other governmental entity will have passed upon the accuracy or
adequacy of this Officlai Statement or, other than the issuer, approved the Bonds for sale.
IN CONNECTION WiTH THIS OFFERING, 1HE;UNDERWRiTER MAY OVERALL01 OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURiTiES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
TABLE OF CONTENTS
introductory Statement .......................................
The Issuer ..................................................
The Project and Use of Proceeds ..............................
The Bonds ...................................................
The Letter of Credit.. ........................................
Conversion of Rate ...........................................
The Agreement ..............................................
Thelndenture.. .............................................
Underwriting ................................................
Tax Exemption ..............................................
Certain Legal Matters ........................................
Misceffaneous ...............................................
APPENDIX A - PacifiCorp
APPENDIX B - Credit Suisse
APPENDIX C - Alternative Interest Rates
APPENDIX D - Form of Opinion of Bond Counsel
r!iE
3
4
4
4
12
14
15
18
24
24
25
26
2
.,,.,,., _ ,.,,: ,i. ~.y ,,,, ,,i~. ,,, _,~~ ,.,, _~ ,. .,,, ,. .,,..; “,.,~”
$45,000,000
Emery County, Utah
Pollution Control Revenue Refunding Bonds
(PacitiCorp Project)
Series 1991
INTRODUCTORY STATEMENT
This Official Statement is provided to furnish certain information with respect to the offer by Emery
County, Utah (the “Issuer”) of $45,000,000 aggregate principal amount of Pollution Control Revenue
Refunding Bonds ( PacifiCorp Project) Series 1991 (the “Bonds”).
The Bonds are being issued pursuant to a Trust Indenture dated as of May 1, 1991 (the
“Indenture”) between the Issuer and The First National Bank of Chicago, as Trustee (the “Trustee”).
The proceeds from the sale of the Bonds will be loaned to PacifiCorp, the successor to Utah Power &
Light Company (the “Company”), pursuant to the terms of a Loan Agreement dated as of May 1, 1991
(the “Agreement”) and used to refund the Issuer’s $45,000,000 Pollution Control Revenue Bonds,
1 II/s% Series due April 1, 2011 (Utah Power & Light Company Project) (the “Prior Bonds”). The
proceeds of the Prior Bonds were used to finance a portion of the Company’s cost of acquiring,
constructing and installing certain air and water pollution control and solid waste disposal facilities (the
“Project”) at the Hunter coal-fired, steam electric generating plant (the “Station”) located in Emery
County, Utah.
The Bonds, together with the premium, if any, and interest thereon, shall not constitute nor give rise
to a general obligation or liability of the Issuer or a charge against its general credit or taxing powers nor
an indebtedness of or a loan of credit thereof and shall be payable solely from the revenues to be
received by the Issuer under the Agreement and from any other moneys pledged under the Indenture for
such purpose, including moneys drawn under the Letter of Credit (hereinafter defined) or an Alternate
Credit Facility (hereinafter defined), as the case may be. The Issuer shall not be obligated to pay the
purchase price of the Bonds from any source. Under the Agreement, the Company is unconditionally
obligated to pay amounts sufficient to provide for payment of the principal of, premium, if any, and
interest on the Bonds (the “Loan Payments”) and for payment of the purchase price of the Bonds.
The Bonds will be supported by an irrevocable direct-pay Letter of Credit (the “Letter of Credit”) to
be issued by Credit Suisse, acting through its Los Angeles Branch (the “Bank”). The Trustee will be
entitled to draw under the Letter of Credit through May 23, 1994 (unless earlier terminated or extended)
up to an amount sufficient to pay the principal of, and, initially, up to 294 days’ accrued interest on the
Bonds at 12% per annum to be used (a) to pay the principal of and interest on the Bonds and (b) to pay
the purchase price of Bonds tendered by Owners thereof as provided in the Indenture. The Company is
permitted under the Agreement and the Indenture to provide a letter of credit (the “Substitute Letter of
Credit”) issued by the Bank which is identical to the Letter of Credit except for terms as described
herein. As used hereafter, “Letter of Credit” shall, unless the context otherwise requires, mean such
Substitute Letter of Credit from and after the issuance date thereof. The Company also is permitted under
the Agreement and Indenture to provide for the delivery of an alternate credit facility (an “Alternate
Credit Facility”) as described in the Indenture to replace a Letter of Credit or provide for the termination
of a Letter of Credit or any Alternate Credit Facility then in effect. The entity obligated to make payments
under an Alternate Credit Facility shall be referred to hereafter as the “Obliger on the Alternate Credit
Facility.” See “THE LE~-~ER OF CREDIT” and “THE BONDS - Redemption Upon Expiration or Termination of
Letter of Credit or Alternate Credit Facility.”
3
“,,,
~_, ,., * ..,. .1.” ,.
Brief descriptions of the Issuer. the Bonds, the Letter of Credit, the method by which the interest rate
on the Bonds is changed, the Agreement and the Indenture are included in this Official Statement,
including Appendix C hereto. Information regarding the business, properties and financial condition of the
Company is included in Appendix A hereto. A brief description of the Bank is included as Appendix B
hereto. The descriptions herein of the Agreement, the Indenture and the Letter of Credit are qualified in
their entirety by reference to such documents, and the descriptions herein of the Bonds are qualified in
their entirety by reference to the forms thereof and the information with respect thereto included in the
aforesaid documents. All such descriptions are further qualified in their entirety by reference to laws and
principles of equity relating to or affecting the enforcement of creditors’ rights generally. Copies of such
documents may be obtained from the principal corporate trust office of the Trustee in Chicago, Illinois
and, during the initial offering period, at the principal office of Goldman, Sachs & Co. in New York, New
York.
THE ISSUER
The Issuer is a political subdivision, duly organized and existing under the Constitution and laws of
the State of Utah. Pursuant to the Utah Industrial Facilities and Development Act, Title 11, Chapter 17,
Utah Code Annotated 1953, as amended (the “Act”), the Issuer is authorized to issue the Bonds, to
enter into the Indenture and the Agreement and to secure Bonds by an assignment to the Trustee of the
payments to be made by the Company under the Agreement and a pledge of other moneys deposited
with the Trustee under the Indenture. The Bonds will be limited obligations of the Issuer as described
above.
THEPROJECTANDUSEOFPROCEEDS
The Project financed in part with the proceeds of the Prior Bonds consists of certain air and water
pollution control and solid waste disposal facilities at the Station.
It is expected that the proceeds from the sale of the Bonds, together with funds of the Company, will
be applied to the redemption of $45,000,000 principal amount of the Prior Bonds at 103% of the principal
amount of such Prior Bonds plus accrued interest thereon. An underwriting fee and the costs of issuance
of the Bonds will be paid by the Company, other than from the proceeds of the Bonds.
THE BONDS
Reference is hereby made to the Bonds in their entirety for the detailed provisions thereof. Certain
terms used herein are set forth below under the caption “THE BONDS -Certain Definitions”.
General
The Bonds will mature on July 1, 2015 and are dated as of May 1, 1991. Bonds authenticated prior
to the first interest Payment Date shall bear interest from the date of the first authentication and delivery
of Bonds. Bonds authenticated on or after the first Interest Payment Date thereon shall bear interest from
the Interest Payment Date next preceding the date of authentication thereof. Each Bond shall bear
interest on overdue principal and, to the extent permitted by law, on overdue premium, if any, and interest
at the rates borne by the Bonds during such time.
The First National Bank of Chicago is Trustee and Registrar under the Indenture and has its
corporate trust office in Chicago, Illinois. First Chicago Trust Company of New York has been designated
as the delivery office of the Trustee and Registrar in New York, New York, for certain purposes. The
Trustee and Registrar may be removed or replaced by the Issuer at the direction of the Company.
Principal of, premium, if any, and interest on the Bonds are payable at the place and in the manner
specified on the cover page of this Official Statement. Bonds may be transferred or exchanged for Bonds
of authorized denominations at the principal corporate trust office in Chicago, Illinois of The First National
4
.,. ., , ..,. ~...,I,,
Bank of Chicago or at the delivery office in New York, New York of the Trustee, without cost to the Owner,
except for any tax or other governmental charge.
Goldman, Sachs 8 Co. has, at the direction of the Company, been appointed Remarketing Agent
(the “Remarketing Agent”) under a remarketing agreement and is acting in that capacity under the
Indenture. The principal office of Goldman. Sachs & Co. is located in New York, New York. The
Remarketing Agent may be removed or replaced by the Issuer at the direction of the Company and with
the written consent of the Bank and the Issuer upon the giving of at least 30 days notice. The
Remarketing Agent may at any time resign and be discharged of its duties and obligations as such by
giving at least 30 days’ notice to the Company, the Issuer, the Bank, the Registrar and the Trustee.
Interest on the Bonds
flexible Rates. The Bonds shall initially bear interest at Flexible Rates not exceeding 12% per
annum, which is, with respect to each Bond for a Flexible Period, an interest rate on such Bond
established as hereafter described Such interest will be payable on the Flexible Date for such Bond.
“Flexible Date” means, with respect to each Bond, the day next succeeding the last day of a Flexible
Period. “Flexible Period” means, with respect to each Bond, each consecutive period (one to no more
than 270 days, or one to 365 or 366 days, as applicable, as determined by the Company, as described
under the caption “THE LETTER OF CREDIT - Substitute Letter of Credit”) established pursuant to the
Indenture during which such Bond shall bear interest at a particular Flexible Rate. On the date interest
starts to accrue on the Bonds at Flexible Rates and thereafter on each Flexible Date with respect to any
Bond, except any Flexible Date that is a Conversion Date, the Remarketing Agent shall determine for
each Flexible Period the interest rate which, in the judgment of the Remarketing Agent, when borne by a
Bond having such a Flexible Period would be the minimum interest rate necessary to enable the
Remarketing Agent to sell such Bond on such date at a price equal to 100% of the principal amount
thereof.
Conversion to Alternative Rates. The method of determining interest payable on the Bonds may be
converted from a Flexible Rate to another Floating Interest Rate (a Dally Interest Rate, a Weakly Interest
Rate or a Monthly Interest Rate) or a Term Interest Rate (as each of those terms is described in Appendix
C hereto) or from any such method of determination to any other method of determination under the
conditions described below under the caption “CONVERSION OF RATE.” The date on which the method of
determining the interest on the Bonds is converted to another method, including a change in the duration
of a Term Period (as that term is defined in Appendix C), is a “Conversion Date.” Certain terms
applicable to the Bonds at such time as the Bonds are not bearing interest at Flexible Rates are
described in Appendix C hereto.
Payment and Accrual of Interest. The Bonds shall bear interest from and including the date of the
first authentication and delivery thereof until payment of the principal or redemption price thereof shall
have been made or provided for in accordance with the provisions of the Indenture. whether at maturity,
upon redemption, acceleration or otherwise, at the lesser of (i) the Maximum Interest Rate (as hereafter
defined) or (ii) the rate determined as described under the caption “THE BONDS - Interest on the
Bonds” and in Appendix C hereto. “Maximum Interest Rate” means (i) while a Letter of Credit (or an
Alternate Credit Facility, if applicable) is outstanding, the lesser of 20% per annum or the Interest
Coverage Rate and (ii) at all other times, 20% per annum. “Interest Coverage Rate” means the rate
specified in the Letter of Credit (or an Alternate Credit Facility, if applicable), initially 12%, which is used
to determine the maximum amount that can be drawn to pay interest on the Bonds (or the portion of the
purchase price corresponding to accrued interest) (the “Interest Component”) for the number of days
specified in the Letter of Credit (the “Interest Coverage Period”), initially 294 days.
Interest accrued on the Bonds during each Interest Period shall be paid to the Owner as of the
Record Date on the next succeeding Interest Payment Date and, while the Bonds bear a Floating Interest
Rate, computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days
elapsed and, while the Bonds bear a Term Interest Rate, computed on the basis of a year of 360 days
consisting of twelve 30-day months,
5
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Certain Definitions
“Authorized Denomination” means (i) $100,000 and integral multiples of $6,000 in excess thereof
while the Bonds bear interest at Flexible Rates, (ii) $100,000 and integral multiples thereof while the
Bonds bear interest at a Daily Interest Rate, a Weekly Interest Rate or a Monthly Interest Rata, and (iii)
$5,000 and integral multiples thereof while the Bonds bear interest at a Term Interest Rate,
“Business Day” means a day (a) on which’banks located in New York, New York, banks located in
the city in which the office of the Bank to which presentation of drafts upon the Letter of Credit are made
is located (or the principal office of the Obliger on the Alternate Credit Facility is located, as the case may
be), and banks located in the city in which the principal office of the Trustee is located are not required or
authorized by law to remain closed or are not closed, and (b) on which The New York Stock Exchange,
the principal office of the Remarketing Agent and the New York delivery office of the Trustee are not
closed.
“Interest Accrual Date” means, with respect to any Interest Period (i) during which interest on the
Bonds accrues at Flexible Rates, the last day of the applicable Flexible Period, (ii) during which interest
on the Bonds accrues at a Daily Interest Rate, a Weekly Interest Rate or a Monthly Interest Rate, the day
next preceding the first Business Day of the next succeeding calendar month and (iii) during which
interest on the Bonds accrues at a Term Interest Rate, the day next preceding January 1 and July 1 of
each year.
“Interest Payment Date” means (a) the day next succeeding the Interest Accrual Date, and (b) any
Conversion Date.
“Interest Period” means the period from and including the date interest starts to accrue on the
Bonds pursuant to a particular method of calculating interest to and including the next succeeding
Interest Accrual Date and each succeeding period from the day next succeeding such Interest Accrual
Date to and including (i) the next succeeding Interest Accrual Date or (ii) if earlier, the day next
preceding a Conversion Date.
“Record Date” means (a) when a Bond bears interest at a Flexible Rate, the first day of a Flexible
Peril for such Bond; (b) when the Bonds bear interest at a Daily Interest Rate, a Weekly Interest Rate or
a Monthly Interest Rate, the Interest Accrual Date; and (c) when the Bonds bear interest at a Term
Interest Rate, the fifteenth day of the calendar month next preceding any Interest Payment Date.
Purchase of Bonds
Purchase While Bonds Bear Flexible Rates. On the Flexible Date with respect to a Bond, such Bond
shall be purchasedat a purchase price equal to,lOO% of the principal amount thereof upon delivery of the
Bond (with ,all necessary endorsements) to the New York delivery office of the Trustee. If the Owner
elects not to have his Bond purchased on such Flexible Date, the Owner shall give telephonic or written
notice to the Remarketing Agent not later than 10:00 a.m.. New York, New York time, on the Business
Day next preceding the Flexible Date stating that the Owner elects not to have his Bond purchased on
such Flexible Date and stating the next Flexible Period for such Bond, in which event and upon receipt of
appropriate information confirmed in writing from the Remarketing Agent, the Trustee shall issue a new
Bond to such Owner reflecting the next Flexible Period in exchange for the Bond then held by such
Owner. Bonds to be purchased which are not delivered by the Owner thereof shall be deemed to have
been delivered by the Owner thereof for purchase and to have been purchased, provided that there have
been irrevocably deposited with the Trustee moneys in accordance with the Indenture in fan amount
sufficient to pay the purchase price of such Bonds. Moneys deposited with the Trustee for such purchase
of Bonds shall be held in trust in a separate escrow account without liability for interest thereon and shall
be pak3 to the Owners of such Bonds upon presentation thereof. The Trustee shall on the last day of each
month give written notice to the Company whether Bonds have not been delivered, and upon direction to
‘<do so by the Company, the Trustee shall give notice by first class mail to each Owner whose Bonds are
deemed to have been purchased that moneys representing the purchase price of such Bonds are
availabte against delivery thereof at the New York delivery office of the Trustee and that interest on such
Bonds ceased to accrue on the applicable Flexible Date.
6
., ,^, ..~ ,___ ,..IF I,~,
While Bonds Bear Alternative Rates. While a Bond bears a Daily Interest Rate, a Weekly Interest
Rate, a Monthly Interest Rate or a Term Interest Rate, such Bond will ba purchased on the demand of the
Owner thereof, as described in Appendix C hereto.
Funds for Purchase of Bonds. On the date on which Bonds delivered to the Trustee for purchase as
specified above under “THE BONDS - Purchase of Bonds - Purchase While Bonds Bear Flexible Rates”
or as described in Appendix C hereto are to be purchased, such Bonds shall be purchased at a purchase
price equal to 100% of the principal amount thereof, plus accrued interest, if any. Funds for the payment
of such purchase price shall ba derived solely from the following sources in the order of priority indicated,
and the Trustee has no obligation to use funds from arty other source:
(a) Available Moneys (as hereinafter defined) directed by the Company to be used to
purchase Bonds as described in the Indenture;
(b) proceeds of the sale of such Bonds by the Remarketing Agent;
(c) Available Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds;
(d) proceeds of a drawing under the Letter of Credit or an Alternate Credit Facility, as the case
may be, for such purchase; and
(e) any other moneys furnished by the Company for purchase of the Bonds;
provided, however, that funds for the payment of the purchase price of defeased Bonds shall be derived
only from the sources described in (b) and (c) above, in such order of priority.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate Credit Facility
which does not consist of Mortgage Bonds (as defined in the Indenture) of the Company is outstanding,
(i) moneys on deposit in trust with the Trustee for a period of 123 days prior to and during which no
petition in bankruptcy or similar insolvency proceeding has been filed by or against the Company or the
Issuer or is pending, (ii) proceeds of the issuance of refunding bonds if, in the written opinion of
nationally recognized counsel experienced in bankruptcy matters and acceptable to the Issuer. Moody’s
Investors Service (“Moody’s”) (if the Bonds are then rated by Moody’s) and the Trustee (which opinion
shall ba delivered to the Trustee at or prior to the time of the deposit of such proceeds with the Trustee),
the deposit and use of such proceeds will not constitute a voidable preference under Section 547 of the
United States Bankruptcy Code in the event the Issuer or the Company were to become debtors under
the United States Bankruptcy Code, and (iii) any other money the application of which will not, in the
written opinion of nationally recognized counsel experienced in bankruptcy matters and acceptable to the
Issuer, Moody’s (if the Bonds are then rated by Moody’s), and the Trustee (which opinion shall be
delivered to the Trustee at or prior to the time of such application), constitute a voidable preference
under Section 544 or 547 of the United States Bankruptcy Code in the event the issuer or the Company
were to become debtors under the United States Bankruptcy Code, and (b) at any time that a Letter of
Credit or an Alternate Credit Facility is not outstanding, or if an Alternate Credit Facility consisting of
Mortgage Bonds of the Company is outstanding, any moneys on deposit with the Trustee and proceeds
from the investment thereof.
Remarketing of Bonds
While the Bonds bear interest at Flexible Rates, the Remarketing Agent shall offer for sale and use its
best efforts to remarket any Bond to be purchased on a Flexible Date on such Flexible Date, any such
remarketing to be made at a price equal to 100% of the principal amount thereof and for such Flexible
Periods as determined by the Remarketing Agent. In the event more than one prospective purchaser has
offered to purchase a Bond on a Flexible Date, the Remarketing Agent shall remarket the Bond to the
purchaser from among such prospective purchasers who has selected the next Flexible Period for such
Bond which will, in the Remarketing Agent’s judgment, taking into consideration the overall yield curve
determined as of such Flexible Date and projected market conditions during the succeeding 270 days or
365 or 366 days, as applicable (depending on the maximum length of the then current Interest Coverage
7
Period), be the most beneficial for the financing program while the Bonds bear interest at Flexible Rates.
If a Bond cannot be remarketed, the Flexible Date for such Bond shall be the next Business Day. While
Bonds bear a Daily Interest Rate, a Weekly Interest Rate, a Monthly Interest Rate or a Term Interest Rate,
the Remarketing Agent will offer for sale and use its best efforts to remarket Bonds to be purchased on
the dates and at the purchase prices as described in this Official Statement,
No Purchases or Sales After Certain Defaults. Anything in the Indenture to the contrary notwith-
standing, (i) at any time when neither the Letter of Credit nor an Alternate Credit Facility, as the case
may be, is outstanding, there shall be no purchases or sales of Bonds as described above, and (ii) at ar,y
time during which the Letter of Credit or an Alternate Credit Facility, as the case may be, is outstanding,
there shall be no sales of Bonds, if (A) there shall have occurred and not have been cured or waived an
Event of Default described in paragraph (a), (b), (c), (d) or (e) under the caption “THE INDENTURE -
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
INDENTURE - Remedies” and such declaration has not been rescinded pursuant to the Indenture.
Optional Redemption of Bonds
(a) While a Bond bears interest at a Flexible Rate, such Bond shall be subject to optional
redemption on any Interest Payment Date for such Bond by the Issuer, in whole or in part (and if in part in
an Authorized Denomination), at the written direction of the Company, at 100% of the principal amount
thereof, plus accrued interest to the date of redemption, if any, upon at least 30 days’ prior notice from
the Company to the Issuer and the Trustee
(b) While the Bonds bear interest at a Daily Interest Rate, a Weekly Interest Rate or a Monthly
Interest Rate, the Bonds shall be subject to optional redemption on any Interest Payment Date by the
Issuer,, in whole or in part (and if in part in an Authorized Denomination), at the written direction of the
Company, at 100% of the principal amount thereof, plus accrued interest to the date of redemption, if
any, upon at least 30 days’ prior notiCe from the Company to the Issuer and the Trustee,
(c) While the Bonds bear interest at a Term Interest Rate, the Bonds shall be subject to optional
redemption on any Interest Payment Date by the Issuer, in whole or in part (and if in part in an Authorized
Denomination), at the direction of the Company, upon at least 30 days’ prior notice from the Company to
the Issuer and the Trustee: provided, however, that the Bonds shall not be redeemable during the No-Call
Period shown below, which shall begin on the first day of the Term Period, On and during the six months
after the Interest Payment Date that ends the No-Call Period (or the next succeeding Interest Payment
Date, if the No-Call Period does not end on an Interest Payment Date), the Bonds shall be redeemable at
the percentage of their principal amount shown in the Initial Redemption Price column plus interest
accrued to the redemption date. The redemption price shall decline semiannually by the amount shown in
the SemiAnnual Reduction in Redemption Price column until the Bonds shall be redeemable without
premium in the year or portion of a year indicated in the No Premium column and in any later years or
periods in the Term Period.
Term Pmiod
E ualta
Ii “l-lc? %?
18 Years NIA
12 Years 18 Years
9 Years 12 Years
7 Years 9 Years
5 Years 7 Years
3 Years 5 Years
2 Years 3 Years
1 Year 2 Years
6 Months 1 Year
Innlal NO-C&I Period -%2?”
5 Years 103%
5 Years 103
5 Years 102
5 Years 101
3 Years 101
2 Years 10O’b
1 Year 100’1.
6 Months 1 OO’/a
6 Months 100
semiinnual
Reduction in
ypn
‘I296
‘I2
‘I2
‘I2
‘I2
‘14
‘I.
‘18
NIA
No Premium
9th Year
9th Year
8th Year
7th Year
5th Year
4th Year
18th Month
12th Month
N/A
If the Term Period is less than six months, the Bonds will not be redeemable as described in this
paragraph. White a Letter of Credit or an Alternate Credit Facility, as the case may be, is outstanding, the
Company may only cause a redemption of Bonds as described in this paragraph which would require a
payment of a premium if on the date of the giving of notice of redemption the Trustee has Available
Moneys in the Bond Fund or can draw under the Letter of Credit or an Alternate Credit Facility, as the
case may be, in an amount sufficient to pay such premium due on the date of redemption. The initial
Letter of Credit does not provide for drawings in respect of the amount of any such redemption premium.
If the interest rate borne by the Bonds is converted pursuant to the Indenture. and if in connection
with such conversion the Company directs in writing to the Trustee and the Remarketing Agent pursuant
to the Indenture that the foregoing schedule of premiums and No-Call Periods be revised and specifies
the new premiums and No-Call Periods, the foregoing schedule of premiums and No-Call Periods shall be
revised in accordance with such direction of the Company.
Extraordinary Optional Redemption of Bonds
At any time, the Bonds shall be subject to redemption by the Issuer in whole or in part (and if in part,
in an Authorized Denomination), at the direction of the Company, upon at least 30 days’ prior notice from
the Company to the Issuer and the Trustee, at 100% of the principal amount thereof plus accrued interest
to the redemption date, but without premium, if the Company shall deliver a certificate stating that one of
the following events has occurred:
(i) the Company shall have determined that the continued operation of the Station is
impracticable, uneconomical or undesirable for any reason; or
(ii) the Company shall have determined that the continued operation of the Project is
impracticable, uneconomical or undesirable due to (A) the imposition of taxes, other than ad
valorem taxes currently levied upon privately owned property used for the same general purpose as
the Project, or other liabilities or burdens with respect to the Project or the operation thereof, (B)
changes in technology, in environmental standards or legal requirements or in the economic
availability of materials, supplies, equipment or labor or (C) destruction of or damage to all or part of
the Project; or
(iii) all or substantially all of the Project or the Station shall have been condemned or taken by
eminent domain: or
(iv) the operation of the Project or the Station shall have been enjoined or shall have otherwise
beeri prohibited by, or shall conflict with, any order, decree, rule or regulation of any court or of any
federal. state or local regulatory body, administrative agency or other governmental body.
Special Mandatory Redemption of Bonds
The Bonds are subject to mandatory redemption in whole or in part at 100% of the principal amount
thereof plus accrued interest to the date of redemption within 180 days following a “Determination of
Taxability” as described below. The Bonds shall be redeemed either in whole or in part in such principal
amount that the interest payable on the Bonds remaining outstanding after such redemption would not be
includible in the gross income of arty Owner thereof for purposes of federal income taxation, other than an
Owner of a Bond who is a “substantial user” of the Project (as hereinbefore defined) or a “related
parson” within the meaning of Section 103(b) (13) of the Internal Revenue Code of 1954, as amended
(the “1954 Code”).
A “Determination of Taxability” shall be deemed to have occurred if, as a result of an Event of
Taxability (as defined below), a final decree or judgment of any federal court or a final action of the
Internal Revenue Service determines that interest paid or payable on any Bond is or was includible in the
gross income of an Owner of the Bonds for federal income tax purposes under the Internal Revenue Code
of 1966 (the “Code”) (other than an Owner who is a “substantial user” or “related person” within the
meaning of Section 103(b) (13) of the 1954 Code). However, no such decree or action will be
considered final for this purpose unless the Company has been given written notice and, if it is so desired
9
,,,,,, ,“. t”~ ,,,. ~,j ,:
and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the
name of any Owner of a Bond, and until conclusion of any appellate review, if sought. lf the Trustee
receives written notice from any Owner stating (i) that the Owner has been notified in writing by the
Internal Revenue Service that it proposes to include the interest on any Bond in the gross income of such
Owner for the reasons described therein or any other proceeding has been instituted against such Owner
which may lead to a final decree or action as described in the Agreement, and (ii) that such Owner will
afford the Company the opportunity to contest the same, either directly or in the name of the Owner, until
a conclusion of any appellate review, if sought, then the Trustee shall promptly give notice thereof to the
Company, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), the Issuer and
the Owner of each Bond then outstanding. If a final decree or action as described above thereafter occurs
and the Trustee has received written notice thereof at least 45 days prior to the redemption date, the
Trustee shall make the required demand for prepayment of the amounts payable under the Agreement 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 Agreement, and in the manner provided by the Indenture.
An “Event of Taxability” means the failure of the Company to observe any covenant, agreement or
representation in the Agreement, which failure results in a Determination of Taxability.
Redemption Upon Expiration or Termination
of Letter of Cmdif or Akemate Cmdif Facility
The Bonds are subject to mandatory redemption by the Issuer, in whole, at a price equal to 100% of
the principal amount thereof, plus accrued interest, if any, on the earlier of (i) the Interest Payment Date
next preceding the date of the expiration of the Letter of Credit or the Alternate Credit Facility except as
provided in the following clause (ii), or (ii) a Business Day not fewer than five days next preceding the
Business Day next preceding the termination date of the Letter of Credit or the Alternate Credit Facility as
specified by the Company in a notice regarding delivery of a proposed Alternate Credit Facility or with
respect to termination of the Letter of Credit or Alternate Credit Facility, except in connection with such
delivery or termination where the Company provides written evidence from Moody’s, if the Bonds are then
rated by Moody’s, and Standard & Poor’s Corporation (“S&P’), if the Bonds are then rated by S&P, in
each case to the effect that such rating agency has reviewed the proposed Alternate Credit Facility or the
proposed termination of the Letter of Credit or Alternate Credit Facility and that the delivery of the
proposed Alternate Credit Facility or such termination, respectively, will not, by itself, result in a reduction,
suspension or withdrawal of its rating on the Bonds and further that the Company provides an opinion of
Bond Counsel described herein under the caption “THE Lm-rsn OF CREDIT - Alternate Credit Facility” and
“THE LETTER OF CREDIT - Termination of Letter of Credit or Alternate Credit Facility.” Notwithstanding the
foregoing, there shall not be so redeemed (a) Bonds delivered to the Trustee for purchase on such
Interest Payment Date or on such Business Day or on any Business Day from the date of notice of such
redemption through the date of such redemption, (b) Bonds with respect to which the Trustee shall have
received written directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or
deemed to have been purchased pursuant to the Indenture as described below under “THE BONDS -
Purchase by Company in Lieu of Redemption.” and (d) Bonds issued in exchange for or upon the
registration of transfer of Bonds referred to in the preceding clauses (a) and (b).
An Owner of Bonds may direct the Issuer not to redeem any Bond or Bonds owned by it by delivering
to the Trustee at its New York delivery office on or before the third Business Day preceding the date fixed
for such redemption an instrument or instruments in writing executed by such Owner which, among other
things, (i) specifies the numbers and denominations of the Bonds held by such Owner, (ii) specifically
acknowledges each of the matters set forth in a notice given by the Trustee, and (iii) directs the Issuer
not to redeem such Bonds. Any such instrument delivered to the Trustee shall be irrevocable with respect
to the redemption for which such instrument was delivered and shall be binding upon subsequent
Owners of such Bonds, including Bonds issued in exchange therefor or upon the registration of the
transfer thereof.
10
,,“~.. ,.,../*, in ..,, ,,~,~ ,,,,,, ‘,, ,.,. ,.,,.,,,, ,,.. ~, ,~, ~,,.
Redemption Upon Conversion
The Bonds shall be subject to mandatory redemption by the Issuer, in whole, on a Conversion Date,
at 100% of the principal amount thereof plus accrued interest, if any, or in the case of Bonds to be
redeemed upon conversion from a Term Interest Rate, at the percentage of their principal amount at
which they would be redeemed as described above under paragraph (c) of “THE BINDS - Optional
Redemption of Bonds” on the Conversion Date; provided that there shall not bs so redeemed (a) Bonds
delivered to the Trustee for purchase on such Conversion Date or on any Business Day from the date
notice of such redemption is given through the date of such redemption, (b) Bonds with respect to
which the Trustee shall have received written directions not to so redeem the same from the Owners
thereof, (c) Bonds purchased or deemed to have been purchased pursuant to the Indenture as
described below under “THE Boryos - Purchase by Company in Lieu of Redemption.” and (d) Bonds
issued in exchange for or upon the registration of transfer of Bonds referred to in clauses (a) and (b)
above. If the Term Period is less than six months, the Bonds will not be redeemable as described in this
paragraph. While a Letter of Credit or an Alternate Credit Facility, as the case may be, is outstanding, the
Company may only cause a redemption of Bonds as described in this paragraph which would require a
payment of a premium if on the date of the giving of notice of redemption the Trustee can draw under the
Letter of Credit or an Alternate Credit Facility, as the case may be, in an amount sufficient to pay such
premium due on the date of redemption. The initial Letter of Credit does not provide for drawings in
respect of the amount of any such redemption premium.
An Owner may direct the Issuer not to redeem any Bond or Bonds owned by it by delivering to the
New York delivery office of the Trustee on or before the third Business Day (sixth Business Day if the
Bonds are to be converted to a Term Interest Rate) preceding the date fixed for such redemption an
instrument or instruments in writing executed by such Owner which, among other things, (i) specifies
the numbers and denominations of the Bonds held by such Owner, (ii) specifically acknowledges each
of the matters set forth in a notice given by the Trustee, and (iii) directs the Issuer not to redeem such
Bonds. Any such instrument delivered to the Trustee shall be irrevocable with respect to the redemption
for which such instrument is delivered and shall be binding upon subsequent Owners of such Bonds,
including Bonds issued in exchange therefor or upon the registration of the transfer thereof.
Denominatfon Redemption
The Bonds or portions thereof are subject to mandatory redemption by the Issuer on the Interest
Payment Date upon which the Bonds begin to accrue interest at (i) a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or Flexible Rates following conversion from a Term Interest Rate,
and (ii) a Daily Interest Rate, a Weekly Interest Rate or a Monthly Interest Rate following conversion from
Flexible Rates, in each case, in such amounts so that all outstanding Bonds are in Authorized
Denominations.
Purchase by Company in Lieu of Redemption
The Company shall have the right to purchase or cause to bs purchased Bonds to be redeemed as
described above under “THE BONDS - Redemption Upon Expiration or Termination of Letter of Credit or
Alternate Credit Facility, ” “THE BONDS - Redemption Upon Conversion” and “THE BONDS - Denomina-
tion Redemption” at a purchase price equal to 100% of the principal amount of the Bonds to be so
purchased plus accrued interest, if any, or in the case of a purchase on conversion from a Term Interest
Rate, the redemption price for redemption of such Bonds on the Conversion Date as described above
under (c) of “THE BONDS - Optional Redemption of Bonds.” Moneys for the payment of the purchase
price shall be derived, in the following order of priority, from: (i) Available Moneys furnished by the
Company for such purchase, (ii) proceeds of the sale of such Bonds, (iii) Available Moneys or moneys
drawn under the Letter of Credit or Alternate Credit Facility, as the case may be, for the purchase of
defeased Bonds, (iv) moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case
may be, for such purchase end (v) any other moneys furnished by the Company for such purchase;
provided, however, that funds for the payment of the purchase price of defeased Bonds shall be derived
only from the sources described in (ii) and (iii) above, in such order of priority; and provided further that
11
.., ,,,. ,,,.,, ~,,,i ,,,. ,., ~,., .,,, ,,. ,. ,, ,.,~_,~ ,, .”
if in connection with such redemption, the Letter of Credit or an Alternate Credit Facility which does not
consist of Mortgage Bonds of the Company is replaced with an Alternate Credit Facility consisting of
Mortgage Bonds of the Company or is not being replaced by any other Alternate Credit Facility, moneys
for the payment of the purchase price of the Bonds may not be derived from (ii) above. Bonds to be so
purchased pursuant to the Indenture on the date fixed for redemption of such Bonds which are not
delivered on such date will nonetheless be deemed to have been delivered for purchase by the Owners
thereof and to have been purchased pursuant to the Indenture. The Trustee shall hold moneys for such
purchase of Bonds. without liability for interest thereon, for the benefit of the former Owner of the Bond on
such date of purchase, who shall thereafter be restricted exclusively to such moneys for any claim of
whatever nature on such Owner’s part under the Indenture or on, or with respect to, such Bond. Any
moneys so deposited with and held by the Trustee not so applied to the payment of Bonds within six
months after such date of purchase shall be paid by the Trustee to the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) to the extent of any amount payable under the
Reimbursement Agreement (as defined below) and the balance to the Company upon the written
direction of the Company, and thereafter the former Owners shall be entitled to look only to the Company
for payment, and then only to the extent of the amount so repaid, and the Company shall not be liable for
any interest thereon and shall not be regarded as a trustee of such money.
Procedure for and Notice of Redemption
If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof to
be redeemed shall be selected by the Trustee, in such manner as the Trustee in its sole discretion may
deem proper, in the principal amount designated by the Company or otherwise as required by the
Indenture. In selecting Bonds for redemption, the Trustee shall treat each Bond as representing that
number of Bonds which is obtained by dividing the principal amount of each Bond by the minimum
denomination in which Bonds are then authorized to be issued at the time of such redemption, Any Bonds
selected for redemption which are deemed to be paid in accordance with the provisions of the Indenture
will cease to bear interest on the date fixed for redemption. Upon presentation and surrender of such
Bonds at the place or places of payment such Bonds shall be paid and redeemed. Notice of redemption
shall be given by mail as provided in the Indenture. at least 10 days prior to the redemption date,
provided that the failure to duly give notice by mailing to any Owner, or any defect therein, shall not affect
the validity of any proceedings for the redemption of any other of the Bonds. Such notice will also be sent
to major bond rating agencies, certificate 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 shall be deemed to have been paid within the meaning of the
Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the
Trustee on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal of,
premium, if any, and interest on such Bonds to be redeemed. If such moneys are not so received, the
Issuer will not redeem such Bonds and the Trustee shall give notice, in the manner in which the notice of
redemption was given, that such redemption will not take place.
THE LETTER OF CREDIT
The following is a brief description of the Letter of Credit and certain of the terms of the Letter of
Credit and the agreement dated as of May 1, 1991 between the Company and the Sank pursuant to
which such Letter of Credit is issued (a “Reimbursement Agreement” which term shall also include the
document pursuant to which an Alternate Credit Facility is issued), as well as a description of certain
terms of the Agreement.
The Letter of Credit will be an irrevocable direct-pay obligation of the Bank to pay to the Trustee,
upon request and in accordance with the terms thereof, up to (a) an amount equal to the outstanding
principal amount of the Bonds to be used (i) to pay the principal of the Bonds, (ii) to enable the Trustee
to pay the portion of the purchase price equal to 100% of the principal amount of Bonds delivered or
deemed delivered to it for purchase and not remarketed by the Remarketing Agent or (iii) to enable the
12
~,,~ ,.II~__ .,_,,, “,., ..,,,.,, _ ,.,,, ..,~ ,.; _~ ,_, ~, .~,. ,,,~ _ ,,., _ ,.._ ,..._
Company to purchase Bonds in lieu of redemption under certain circumstances, plus (b) an amount
equal to 294 days’ accrued interest on the Bonds (calculated at a rate of 12% per annum and on the
basis of a year of 365 days), to be used (i) to pay interest on the Bonds or (ii) to enable the Trustee to
pay the portion of the purchase price of Bonds properly delivered for purchase equal to the accrued
interest, if any, on such Bonds. The Company is permitted under the Reimbursement Agreement and the
Agreement to secure an extension of the Letter of Credit beyond the expiration date of the then current
Letter of Credit, but the Bank is under no obligation to agree to such an extension.
The Bank’s obligation under the Letter of Credit will be reduced to the extent of any drawings
thereunder. However, with respect to a drawing by the Trustee to enable the Trustee to pay the purchase
price of Bonds delivered for purchase and not remarketed by the Remarketing Agent, such amounts shall
be immediately reinstated upon reimbursement. With respect to a drawing by the Trustee for the
payment of interest on the Bonds, the amount that may be drawn under the Letter of Credit will be
automatically reinstated to the extent of such drawing as of the close of business on the ninth Business
Day following such drawing unless the Bank shall have notified the Trustee within nine Business Days
after such drawing that the Company has failed to reimburse the Bank or to cause it to be reimbursed for
such drawing.
Upon an acceleration of the maturity of the Bonds due to an event of default under the Indenture, the
Trustee will be entitled to draw on the Letter of Credit, if it is then in effect, to the extent of the aggregate
principal amount of the Bonds outstanding, plus up to 294 days’ interest accrued and unpaid on the
Bonds, less amounts paid in respect of principal or interest for which the Letter of Credit has not .been
reinstated as described above.
The Letter of Credit shall expire (the “Expiration Date”) at 4:00 p.m. local time in Los Angeles,
California, upon the earliest of (i) May 23, 1994, unless otherwise extended pursuant to an agreement
between the Bank and the Company, (ii) the making of a final drawing under the Letter of Credit, or (iii)
the date the Trustee surrenders the Letter of Credit to the Bank for cancellation. The Trustee agrees to
surrender the Letter of Credit to the Bank, and not to make any drawing, after (i) the Expiration Date, (ii)
there are no Bonds outstanding under the Indenture, or (iii) a Substitute Letter of Credit or Alternate
Credit Facility, as the case may be, has been delivered to the Trustee.
Alternate Credit Facility
At any time (with notice to the Bank or the Obligor on the Alternate Credit Facility, as the case may
be) the Company may, at its option, provide for the delivery to the Trustee on any Business Day of an
Alternate Credit Facility to replace the Letter of Credit or the Alternate Credit Facility then in effect, as the
case may be. An Alternate Credit Facility may have an expiration date earlier than the maturity of the
Bonds, but in no event shall such Alternate Credit Facility have an expiration date earlier than one year
from the date of its delivery. The Company must furnish to the Trustee (i) an opinion of nationally
recognized Bond Counsel (“Bond Counsel”) stating that the delivery of such Alternate Credit Facility is
authorized under the Agreement and complies with the terms thereof and will not impair the validity under
the Act of the Bonds or will not cause the interest on the Bonds to become includible in the gross income
of the Owners thereof for federal income tax purposes and (ii) 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, in each case to the effect
that such rating agency has reviewed the proposed Alternate Credit Facility and that the delivery of the
proposed Alternate Credit Facility will not, by itself, result in a reduction, suspension or withdrawal of its
rating or ratings of the Bonds.
The Company may, however, at any time, provide for the delivery on any Business Day to the Trustee
of an Alternate Credit Facility where the above-described evidence from Moody’s or S&P’s is not
received. In that event, the Bonds are subject to redemption as more fully described herein under the
caption “THE BONDS - Redemption Upon Expiration or Termination of Letter of Credit or Alternate Credit
Facility”.
13
,.~ ., *,,,
Substiiute Letter of Credit
The Company may, at its option, at any time provide for the delivery to the Trustee of a Substitute
Letter of Credit. No Substitute Letter of Credit may be delivered which:
(i) so long as the Bonds bear interest at Flexible Rates, reduces the Interest Coverage Period
to a period shorter than 294 days (during such time as Flexible Periods can be from one to not more
than 270 days) or 389 or 390 days, as applicable (during such time as Flexible Periods can be from
one to 365 or 366 days, as applicable):
(ii) so long as the interest rate borne by the Bonds is a Daily Interest Rate, a Weekly Interest
Rate or a Monthly Interest Rate, reduces the Interest Coverage Period to a period shorter than 65
days;
(iii) so long as the interest rate borne by the Bonds, is a Term Interest Rate, reduces the
Interest Coverage Period to a period shorter than 208 days: or
(iv) decreases the Interest Coverage Rate below 12%.
The Company may, at its option, at any time direct in writing the Trustee and the Remarketing Agent
to allow the selection of Flexible Periods of from one to 365 or 366 days, as applicable, or from one to 270
days, but only if (for such time as Flexible Periods can be from one to 365 or 366 days, as applicable)
the Company provides for the delivery to the Trustee of a Substitute Letter of Credit which increases the
Interest Coverage Period to 369 or 390 days, as applicable.
Termination of Letter of Credit or Alternate Credit Facility
At any time, the Company may, at its option, provide for the termination on any Business Day of the
Letter of Credit or any Alternate Credit Facility then in effect. The Company must furnish to the Trustee
(i) an opinion of Bond Counsel stating that the termination of the Letter of Credit or Alternate Credit
Facility is authorized under the Agreement and complies with the terms thereof and will not impair the
validity under the Act of the Bonds or will not cause the interest on the Bonds to become includibte in the
gross income of the Owners thereof for purposes of federal income taxation and (ii) written evidence
from Moody’s, if the Bonds are then rated by Moody’s, and S&P, if the Bonds are then rated by S&P, in
each case to the effect that such rating agency has reviewed the proposed termination of the Letter of
Credit or Alternate Credit Facility and that such termination will not, by itself, result in a reduction,
suspension or withdrawal of its rating or ratings of the Bonds.
The Company may, however, at any time, at its option, provide for the termination on any Business
Day of the Letter of Credit or any Alternate Credit Facility then in effect when the above-described
evidence from Moody’s or S&P is not received. In that event, the Bonds are subject to redemption as
more fully described herein under the caption “THE BONDS - Redemption Upon Expiration or Termination
of Letter of Credit or Alternate Credit Facility.”
CONVERSION OF RATE
Conversion to Term Merest Rate or Floating interest Rates. The interest rate borne by the Bonds
(the type of interest rate in effect immediately prior to a conversion being herein called the “Existing
Rate”) shall be converted to a Term Interest Rate, a Term Interest Rate with a Term Period of different
duration than the then current Term Period or any of the Floating Interest Rates, upon receipt by the
Trustee of a written direction from the Company specifying the specific method of interest accrual on the
Bonds and the effective date (which, if a Letter of Credit or an Alternate Credit Facility is outstanding,
shall be a date at least 11 days prior to the Interest Payment Date next preceding the scheduled
expiration date of the Letter of Credit or Alternate Credit Facility, as the case may be) of the conversion
to such method of accrual, specifying changes, if any, to the Bond redemption prices and No-Call Periods
and, if applicable, specifying the duration of the Term Period (which must be a period of six months or an
integral multiple thereof, provided that the first Term Period may be less than such period but must end
on the day next preceding a January 1 or July 1). The Conversion Date must be (a) if the Existing Rate is
14
,, “~,, ,,,i ,.,,..,. ~,,,;. .~ ..~ ~.
a Floating Interest Rate, a Business Day not less than 30 days from the date of receipt by the Trustee of
the written direction from the Company specified above or (b) if the Existing Rate is a Term interest
Rate, a January 1 or July 1 not less than 20 days after the receipt by the Trustee of the written notice
specified above and not prior to the end of the No-Call Period for such Term Period. The written direction
shall be accompanied by a written opinion, addressed to the Trustee, the Issuer, the Company, the Bank
(or the Obligor on the Alternate Credit Facility, as the case may be) and the Remarketing Agent, of Bond
Counsel selected by the Company and acceptable to the Trustee and the Remarketing Agent stating that
such conversion (i) is authorized or permitted by the Indenture, (ii) will not cause interest on the Bonds
to become includible in the gross income of the Owners thereof for purposes of federal income taxation
and (iii) will not violate the provisions of the Act or Utah law. The conversion of the interest rate borne by
the Bonds shall not become effective unless on the Conversion Date the Trustee shall have received an
opinion of Bond Counsel dated the Conversion Date reaffirming the conclusions of the opinion accompa-
nying the written direction of the Company initiating the conversion.
Inability To Convert. If for any reason a change in method of calculation of interest on the Bonds
cannot proceed, the Bonds shall continue to bear interest calculated in the method applicable prior to the
proposed change.
Notice to Owners of Conversion. The Trustee shall give notice by first-class mail to the Owners of
Bonds not less than IO days and not more than 15 days prior to the Conversion Date. Such notice shall
state (i) that the method of determining the interest rate on the Bonds will be converted to an alternate
method of determining the rate, (ii) the effective date of the alternate method of determining the rate,
(iii) the procedures and dates involved in determining the rate and the procedure for notifying Owners of
the interest rate, (iv) when interest on the Bonds will be payable after the effective date, (v) if the
Trustee has been so notified by the Company, whether the Letter of Credit or an Alternate Credit Facility,
as the case may be, will be in effect after such effective date and, if so, the issuer, the expiration terms
and the interest coverage (including the Interest Coverage Period and the Interest Coverage Rate) of the
Letter of Credit or Alternate Credit Facility, as the case may be, (vi) whether subsequent to such
effective date the Owners of Bonds will no longer have the right to deliver Bonds to the Trustee for
purchase, (vii) that the rating on the Bonds by Moody’s, if the Bonds are then ratad by Moody’s, and
S&P, if the Bonds are then rated by S&P, may be reduced, suspended or withdrawn, and (viii) that all
outstanding Bonds not repurchased on or prior to the effective date will be redeemed on such effective
date except Bonds with respect to which the Owner has directed the Issuer not to redeem the same in
accordance with the Indenture.
THE AGREEMENT
Loan Payments
As Loan Payments, the Company will pay to the Trustee, for the account of the Issuer, an amount
equal to the principal of, premium, if any, and interest on the Bonds when due on the dates, in the
amounts and in the manner provided in the Indenture for the payment of the principal of, premium, if any,
and interest on the Bonds, whether at maturity, upon redemption, acceleration or otherwise; provided,
however, that the obligation of the Company to make any such Loan Payment will be deemed to be
satisfied and discharged to the extent of the corresponding payment made (i) by the Bank to the Trustee
under the Letter of Credit or (ii) by the Obligor on the Alternate Credit Facility to the Trustee under the
Alternate Credit Facility.
From the date of the original issuance of the Bonds to and including the Interest Payment Date next
preceding the date of expiration or earlier termination of the Letter of Credit (or an Alternate Credit
Facility, as the case may be), the Company will provide for the payment of the principal of the Bonds,
upon redemption or acceleration, and interest on the Bonds when due, by the delivery of the Letter of
Credit (or an Alternate Credit Facility, as the case may be) to the Trustee. The Trustee will be directed to
draw moneys under the Letter of Credit (or an Alternate Credit Facility, as the case may be), in
accordance with the provisions of the Indenture and the Letter of Credit (or an Alternate Credit Facility,
as the case may be), to the extent necessary to pay the principal of, premium, if any (if covered by such
Letter of Credit or Alternate Credit Facility, as the case may be), and interest on the Bonds if and when
15
,~ ,~~, ..,:,,._., ,.,,,., ,,, ,,,, ,, ~, _,.. ~,~,, ,,, ~.
due. The initial Letter of Credit does not provide for drawings in respect of amounts of such redemption
premium.
Payments to Trustee,
The Company will pay to the Trustee amounts equal to the amounts to be paid by the Trustee
pursuant to the Indenture for the purchase of outstanding Bonds, such amounts to be paid by the
Company to the Trustee on the dates such payments are to be made; provided, however, that the
obligation of the Company to make any such payment under the Agreement shall be reduced by the
amount of any moneys available for such payments, including proceeds from the remarketing of the
Bonds or moneys drawn tinder the Letter of Credit (or an Alternate Credit Facility, as the case may be).
From the date of the original issuance of the Bonds to and including the Interest Payment Date next
preceding the date of the expiration or earlier termination of the Letter of Credit (or an Alternate Credit
Facility, as the case may be), the Company will provide for the payment of the amounts to be paid by the
Trustee for the purchase of Bonds by the delivery of the Letter of Credit (or an Alternate Credit Facility,
as the case may be) to the Trustee. The Trustee will be directed to draw moneys under the Letter of
Credit (or an Alternate Credit Facility, as the case may be), in accordance with the provisions of the
Indenture and the Letter of Credit (or an Alternate Credit Facility, as the case may be), to the extent
necessary for the purchase of Bonds.
Obfigation Absolute
The Company’s obligation to make Loan Payments and payments to the Trustee for the purchase of
Bonds is absolute, irrevocable and unconditional and will not be subject to any defense other than
payment or to any right of setoff, counterclaim or recoupment arising out of any breach by the Issuer, the
Bank (or Obligor on the Alternate Credit Facility), the Trustee or the Remarketing Agent of any obligation
to the Company.
Expenses
The Company is obligated to pay reasonable compensation and to reimburse certain expenses and
advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, Moody’s and S&P directly to
such entity.
Tax Covenants; Tax-Exempt Status of Bonds
The Company covenants that the Bond proceeds, the earnings thereon and other moneys on deposit
with respect to the Bonds will not be used in such a manner as to cause the Bonds to be arbitrage bonds
within the meaning of the Code.
The Company covenants that it will not take, or permit to be taken on its behalf, any action which
would cause the interest on the Bonds to become includible in the gross income of Owners of the Bonds
for purposes of federal income taxation and will take, or require to be taken, such action as may, from
time to time, be required under applicable law or regulation to continue to cause the interest on the Bonds
not to be includible in the gross income of the Owners thereof for purposes of federal income taxation.
See “TAX EXEMPTION.”
Aaaignment; Merger
With the consent of the Bank (or the Obligor on the Alternate Credit Facility, as the case may be),
the Company’s interest in the Agreement may be assigned in whole or in part by the Company to another
entity, subject, however, to the conditions that no assignment shall (a) cause the interest payable on the
Bonds (other than Bonds held by a “substantial user” or “related person” within the meaning of Section
103(b) (13) of the 1954 Code) to become includible in the gross income of the Owners thereof for
purposes of federal income taxation or (b) relieve (other than as described in the next succeeding
paragraph) the Company from primary liability for its obligations to make the Loan Payments or to make
payments to the Trustee with respect to the purchase of the Bonds or for any other of its obligations
under the Agreement; and subject further to the condition that the Company shall have delivered to the
Trustee and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) an opinion of
16
I, 4, ,,I
counsel to the Company that such assignment complies with the provisions of this paragraph. The
Company shall, within 30 days after the delivery thereof, furnish to the Issuer, the Bank (or Obligor on the
Alternate Credit Facility, as the case may be) and the Trustee a true and complete copy of the
agreements or other documents effectuating any such assignment.
The Company also may (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
District of Columbia), or sell or otherwise transfer to another domestic corporation all or substantially all of
its assets as an entirety and thereafter dissolve, provided the resulting, surviving or transferee
corporation, as the case may be, shall be the Company or a corporation, qualified to do business in the
State of Utah as a foreign corporation or incorporated and existing under the laws of the State of Utah,
which as a result of the transaction shall assume (either by operation of law or in writing) all of the
obligations of the Company under the Agreement; or (b) convey all or substantially all of its assets to one
or more wholly owned subsidiaries of the Company so long as the Company shall remain in existence and
primarily liable on all of its obligations under the Agreement and the subsidiary or subsidiaries to which
such assets shall be so conveyed shall guarantee in writing the performance of all of the Company’s
obligations under the Agreement.
Defautfs
Each of the following events will constitute an “Event of Default” under the Agreement:
(a) a failure by the Company to make when due any Loan Payment or any payment required to
be made to the Trustee for the purchase of Bonds, which failure shall have resulted in an “Event of
Default” as described herein in paragraph (a), (b) or (c) under “THE INDENTURE - Defaults”;
(b) a failure by the Company to pay when due any other amount required to be paid under the
Agreement or to observe and perform any other covenant, condition or agreement on the Company’s
part to be observed or performed (other than a failure described in clause (a) above), which failure
continues for a period of 60 days (or such longer period as the Trustee and the Bank (or the Obligor
on the Alternate Credit Facility, as the case may be) may agree to in writing) after written notice
given to the Company and the Bank (or the Obligor on the Alternate Credit Facility, as the case may
be) by the Trustee or to the Company, the Trustee and the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) by the Issuer; provided, however, that if such failure is other than
for the payment of money and cannot be corrected within the applicable period, such failure shall not
constitute an Event of Default so long as the Company institutes corrective action within the
applicable period and such action is being diligently pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of the Company.
The Agreement provides that, with respect to any Event of Default described in clause (b) above if,
by reason of acts of God, strikes, orders of political bodies, certain natural disasters, civil disturbances
and certain other events, or any cause or event not reasonably within the control of the Company, the
Company is unable in whole or in part to carry out one or more of its agreements or obligations contained
in the Agreement (other than its obligations to make when due Loan Payments and payments to the
Remarketing Agent or the Trustee for the purchase of Bonds and its obligation to maintain its existence),
the Company shall not be deemed in default by reason of not carrying out such agreement or performing
such obligation during the continuance of such inability.
Remedies
Upon the occurrence and continuance of any Event of Default described in (a) or (c) in the second
preceding paragraph, and further upon the condition that, in accordance with the terms of the Indenture,
the Bonds shall have been declared to be immediately due and payable pursuant to any provision of the
Indenture. the Loan Payments shall, without further action, become and be immediately due and payable.
Any waiver of any “Event of Default” under the Indenture and a rescission and annulment of its
consequences will constitute a waiver of the corresponding Event or Events of Default under the
,, ,. ~I~, ~; .,,,_, _:_,_i,.,_C _.,. il ,.,, ,,. ,,, “‘,,... ,... ,.. ,,. ..~ ,,,, “,.~, ,. ,~, ,~, .~.,,~ .~, ,~,.(,,~” ,..,.
Agreement and a rescission and annulment of the consequences thereof. See the caption “THE INDENTURE
- Defaults.”
Upon the occurrence and continuance of any Event of Default under the Agreement, the Issuer may
take any action at law or in equity to collect any payments then due and thereafter to become due, or to
enforce performance and observance of any obligation, agreement or covenant of the Company under
the Agreement.
Any amounts collected upon an Event of Default under the Agreement will be applied in accordance
with the Indenture.
Amendments
The Agreement may be amended subject to the limitations contained in the Agreement and in the
Indenture. See the caption “THE INDENTURE - Amendment of the Agreement.”
THE INDENTURE
Pledge and !Jecurify
Pursuant to the Indenture, the Loan Payments will be pledged by the Issuer to secure the payment of
the principal of, and premium, if any, and interest on, the Bonds and all other amounts payable under the
Indenture. The Issuer will also pledge and assign to the Trustee all its rights and interests under the
Agreement (other than its rights to indemnification and reimbursement of expenses and certain other
rights), and has pledged to the Trustee all moneys and obligations deposited or to be deposited in the
Bond Fund established with the Trustee; provided that the Trustee will have a prior claim on the Bond
Fund for the payment of its compensation and expenses and for the repayment of any advances (plus
interest thereon) made by it to effect performance of certain covenants in the Indenture (except that the
Trustee will not have such priority with respect to amounts deposited in the Bond Fund from amounts
drawn under the Letter of Credit or Alternate Credit Facility).
Application of the Bond Fund
There is created under the Indenture a Bond Fund and therein established a Principal Account and
an Interest Account. Loan Payments, amounts drawn by the Trustee under the Letter of Credit (or an
Alternate Credit Facility, as the case may be) for payment of the principal of, premium, if any, and
interest on, the Bonds when due, and certain other amounts specified in the Indenture are to be
deposited in the appropriate account in the Bond Fund. While any Bonds are outstanding and except as
provided in a tax certificate and agreement among the Trustee, the issuer and the Company, moneys in
the Bond Fund will be used solely for the payment of the principal of, and premium, if any, and interest on,
the Bonds when due, or, in some circumstances, for payment of the purchase price of the Bonds, subject
to the prior claim of the Trustee to the extent described in “THE INDENTURE - Pledge and Security.”
Funds for the payment of the principal of, and premium, if any, and interest on, the Bonds shall be
derived from the following sources in the order of priority indicated:
(a) Available Moneys:
(b) moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may be;
and
(c) any other moneys paid by the Company pursuant to the Agreement or any other moneys in
the Bond Fund.
Investment of Funds
Moneys in the Bond Fund will, at the direction of the Company, be invested in securities or
obligations specified in the Indenture. provided, however, that during the term of the Letter of Credit (or
18
, ~,, .
an Alternate Credit Facility, as the case may be) moneys drawn under the Letter of Credit (or an
Alternate Credit Facility, as the case may be) shall be invested by the Trustee only in Government
Obligations (as defined in the Indenture) with a term not exceeding 30 days. All income or other gain
from such investments will be credited, and any loss will be charged, to the particular fund or account
from which the investments were made.
Defaults
Each of the following events will constitute an “Event of Default” under the Indenture:
(a) a failure to pay the principal of, or premium, if any, on, any of the Bonds (other than Bonds
pledged to the Bank (the “Pledged Bonds”) ) when the same becomes due and payable at
maturity, upon redemption or otherwise;
(b) a failure to pay an installment of interest on any of the Bonds (other than Pledged Bonds)
for a period of five days after such interest has become due and payable;
(c) a failure to pay amounts due to Owners of the Bonds who have delivered Bonds to the
Trustee for purchase for a period of five days after such payment has become due and payable;
(d) the Trustee’s receipt of notice from the Bank not later than the ninth Business Day following
a drawing under the Letter of Credit to pay interest on the Bonds that the Bank has not been
reimbursed for such drawing;
(e) the Trustee’s receipt of notice from the Bank (or the Obligor on the Alternate Credit Facility,
as the case may be) of an “Event of Default” under and as defined in the Reimbursement
Agreement (which may be caused by the failure of the Company to comply with any of its covenants
and obligations thereunder) ;
(f) a failure by the Issuer to observe and perform any covenant, condition, agreement or
provision contained in the Bonds or the Indenture (other than a failure described in clause (a), (b)
or (c) above), which failure shall continue for a period of 90 days after written notice given to the
Issuer and the Company by the Trustee, which notice may be given at the discretion of the Trustee
and must be given at the written request of the Owners of not less than 25% in principal amount of
Bonds then outstanding, unless such period is extended prior to its expiration by the Trustee, or by
the Trustee and the Owners of a principal amount of Bonds not less than the principal amount of
Bonds the Owners of which requested such notice, as the case may be; provided, however, that the
Trustee, or the Trustee and the Owners of such principal amount of Bonds, as the case may be, will
be deemed to have agreed to an extension of such period if corrective action is initiated by the
Issuer, or the Company on behalf of the Issuer, within such period and is being diligently pursued; or
(g) an “Event of Default” under the Agreement.
Remedies
(i) Upon the occurrence (without waiver or cure) of an Event of Default described in clause (a),
(b) or (c) of the preceding paragraph or an Event of Default described in clause (g) of the preceding
paragraph resulting from an “Event of Default” under the Agreement as described under clause (a) or
(c) of “THE AGREEMENT - Defaults” herein, the Trustee may (and upon the written request of the
Owners of not less than 25% in principal amount of the Bonds then outstanding the Trustee must), or (ii)
upon the occurrence (without waiver or cure) of an Event of Default described in clause (d) or (e) of
the preceding paragraph, the Trustee must, by written notice to the Issuer. the Company and the Bank
(Or the Obligor on the Alternate Credit Facility, as the case may be), declare the Bonds to be
immediately due and payable, whereupon they shall, without further action, become and be immediately
due and payable and, during the period the Letter of Credit (or an Alternate Credit Facility, as the case
may be) is in effect, with accrued interest on the Bonds payable on the Bond Payment Date (as defined
in the Indenture) established by the Trustee pursuant to the Indenture, anything in the Indenture or in the
Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof to the Issuer, the
19
,,, ._ ,.,,,..,, ,,., ~~ ,,., ,. ., ~.~ ..,, ~~~ _,,._..,,, _. ,
Company and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and shall
give notice by first-class mail thereof to Owners of the Bonds, and the Trustee shall as promptly as
practicable draw moneys under the Letter of Credit or an Alternate Credit Facility, as the case may be, to
the extent available thereunder, in an amount sufficient to pay principal of and accrued interest on the
Bonds payable on the Bond Payment Date.
The provisions described in the preceding paragraph are subject to the condition that if, so long as
no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the Bonds shall have
been so declared to be due and payable, and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause to be
deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and
the principal of any and all Bonds which shall have become due otherwise than by reason of such
declaration (with interest upon such principal and, to the extent permissible by law, on overdue
installments of interest, at the rate per annum specified in the Bonds) and such amount as shall be
sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and
all Events of Default under the Indenture (other than nonpayment of the principal of Bonds which shall
have become due by said declaration) shall have been remedied, then, in every such case. such Event of
Default shall be deemed waived and such declaration and its consequences rescinded and annulled, and
the Trustee shall promptly give written notice of such waiver, rescission and annulment to the Issuer and
the Company and shall give notice thereof to Owners of the Bonds by first-class mail; but no such waiver,
rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right or
remedy consequent thereon.
The provisions of the second preceding paragraph are, further, subject to the condition that, if an
Event of Default described in clause (d) or (e) of “THE INDENTURE - Defaults” shall have occurred and if
the Trustee shall thereafter have received written notice from the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) (x) that the notice which caused such Event of Default to occur has
been withdrawn and (y) that the amounts available to be drawn on the Letter of Credit (or the Alternate
Credit Facility, as the case may be) to pay (i) the principal of the Bonds or the portion of purchase price
equal to principal and (ii) interest on the Bonds and the portion of purchase price equal to accrued
interest have been reinstated to an amount equal to the principal amount of the Bonds outstanding plus
accrued interest thereon for the applicable Interest Coverage Period at the Interest Coverage Rate, then,
in every such case, such Event of Default shall be deemed waived and its consequences rescinded and
annulled, and the Trustee shall promptly give written notice of such waiver, rescission and annulment to
the Issuer. the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), the Company
and the Remarketing Agent, and shall give notice thereof to all Owners of the outstanding Bonds (if such
Owners were notified of the acceleration) by first-class mail; but no such waiver, rescission and
annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy
consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the Trustee may,
and upon the written request of the Owners of not less than 25% in principal amount of the Bonds
outstanding and receipt of indemnity to its satisfaction must, pursue any available remedy to enforce the
rights of the Owners of the Bonds and require the Company, the Issuer or the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) to carry out its agreements, bring suit upon the Bonds,
require the tssuer to account as if it were the trustee of an express trust for the Owners of the Bonds or
enjoin any acts or things which may be unlawful, or in violation of the rights of the Owners of the Bonds.
The Trustee is not required to take any action in respect of an Event of Default (other than, in certain
circumstances, to declare the Bonds to be immediately due and payable, to make certain payments with
respect to the Bonds and to draw on the Letter of Credit (or Alternate Credit Facility, as the case may
be)) or to enforce the trusts created by the Indenture except upon the written request of the Owners of
not less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity satisfactory
to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the right to direct
the time, method and place of conducting all remedial proceedings under the Indenture or exercising any
20
~. “._ ,, .,‘, ,” , ,~I, ,~ .~ ,.,, ~,~ ,,., .,,.., .~ ‘ ,,
trust or power conferred on the Trustee upon furnishing satisfactory indemnity to the Trustee and
provided that such direction shall not result in any personal liability of the Trustee.
No Owner of any Bond will have any right to institute suit to execute any trust or power of the Trustee
unless such Owner has previously given the Trustee written notice of an Event of Default and unless the
Owners of not less than 25% in principal amount of the Bonds then outstanding have made written
request of the Trustee so to do, and unless satisfactory indemnity has been offered to the Trustee and the
Trustee has not complied with such request within a reasonable time.
Notwithstanding any other provision in the Indenture, the right of the Owner of any Bond to receive
payment of the principal of, premium, if any, and interest on his Bond on or after the respective due dates
expressed therein, or to institute suit for the enforcement of any such payment on or after such respective
dates, will not be impaired or affected without the Consent of such Owner of the Bonds.
Acceleration of Bonds Upon Bankruptcy of the Company. As described above, certain events of
bankruptcy relating to the Company constitute events of default under the Agreement and the Indenture
permitting (or, at the request of the Owners of the Bonds as described above, requiring) the Trustee to
accelerate the Bonds and draw upon the Letter of Credit to pay principal of and interest on the Bonds. In
October 1990, in the case of In Re Prime Motor Inns, Inc. a United States Bankruptcy Court for the
Southern District of Florida granted a preliminary injunction against such an acceleration under provisions
substantially similar to those contained in the Indenture and the Agreement. The court held that the
acceleration of bonds based solely on the filing of bankruptcy petitions was prohibited by the United
States Bankruptcy Code and enjoined the bond trustee from disbursing to bondowners amounts drawn
under various letters of credit issued to secure a number of industrial development bond issues. The
decision of the court In Re Prime Motor Inns, Inc.. could adversely affect the ability of the Trustee to
accelerate the Bonds upon the bankruptcy of the Company, at least in the absence of some other default
by the Company. However, the decision would not affect the ability of the Trustee to draw upon the
Letter of Credit to pay the principal of or purchase price and interest on the Bonds as the same otherwise
became due and payable.
Defeasance
All or any portions of Bonds (in Authorized Denominations) shall, prior to the maturity or redemption
date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a) in the event said Bonds or portions thereof have been selected for redemption, the Trustee
shall have given, or the Company shall have given to the Trustee in fon satisfactory to it irrevocable
instructions to give, notice of redemption of such Bonds or portions thereof;
(b) there shall have been deposited with the Trustee moneys which constitute Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility;
(c) the moneys so deposited with the Trustee shall be in an amount sufficient (without relying
on any investment income) to pay when due the principal of, premium, if any, and interest due and
to become due (which amount of interest to become due shall be calculated at the Maximum
Interest Rate) on said Bonds or portions thereof on and prior to the redemption date or maturity date
thereof, as the case ~may be:
(d) in the event said Bonds or portions thereof do not mature and are not to be redeemed
within the next succeeding 30 days, the Issuer at the direction of the Company shall have given the
Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in the same
manner as a notice of redemption is given pursuant to the Indenture, a notice to the Owners of said
Bonds or portions thereof that the deposit required by clause (b) above has been made with the
Trustee and that said Bonds, or portions thereof are deemed to have been paid and stating the
maturity or redemption data upon which moneys are to be available for the payment of the principal
of and interest on said Bonds or portions thereof:
(e) the Trustee 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 will not result in a
21
,$
reduction, suspension or withdrawal of the rating on the Bonds by Moody’s or S&P, as the case may
be:
(f) 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, shall have received an opinion of an independent public accountant of nationally
recognized standing, selected by the Company (an “Accountant’s Opinion”), to the effect that the
requirements set forth in clause (c) above have been satisfied;
(g) the Trustee, Moody’s, if the Bonds are then rated by Moody’s, and S & P, if the Bonds are
then rated by S 8 P, shall have received an opinion of Bond Counsel to the effect that such deposit
will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of
federal income taxation (“Bond Counsel’s Opinion”) ; and
(h) 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, shall have received an unqualified opinion of counsel experienced in bankruptcy
matters, selected by the Company (“Bankruptcy Counsel’s Opinion”), to the effect that the
payment of the Bonds from the amounts so deposited would not result in a voidable preference
under Section 547 of the United States Bankruptcy Code in the event the Issuer or the Company
were to become debtors under the United States Bankruptcy Code.
Moneys deposited with the Trustee as described above shall not be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and interest on said
Bonds or portions thereof, or for the payment of the purchase price of Bonds in accordance with the
Indenture: provided that such moneys, if not then needed for such purpose, shall, to the extent
practicable, be invested and reinvested in Government Obligations maturing on or prior to the earlier of
(a) the date moneys may be required for the purchase of Bonds or (b) the Interest Payment Date next
succeeding the date of investment or reinvestment, and interest earned from such investments shall be
paid over to the Company, as received by the Trustee, free and clear of any trust, lien or pledge.
The provisions of the Indenture relating to (i) the registration and exchange of Bonds, (ii) the
delivery of Bonds to the Trustee for purchase and the related obligations of the Trustee with respect
thereto, (iii) the mandatory redemption of the Bonds in connection with the expiration of the term of the
Letter of Credit (or the Alternate Credit Facility, as the case may be) and (iv) payment of the Bonds
from such moneys, shall remain in full force and effect with respect to all Bonds until the maturity date of
the Bonds or the last date fixed for redemption of all Bonds prior to maturity, notwithstanding that all or
any portion of the Bonds are deemed to be paid; provided, further, that the provisions with respect to
registration and exchange of Bonds shall continue to be effective until the maturity or the last date fixed
for redemption of all Bonds.
In the event the requirements of the next to the last sentence of the next succeeding paragraph can
be satisfied, the preceding three paragraphs shall not apply and the following two paragraphs shall be
applicable.
Any Bond shall be deemed to be paid within the meaning of the Indenture when (a) payment of the
principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof (whether
such due date is by reason of maturity, acceleration or upon redemption as provided in the Indenture),
either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall
have been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside
exclusively for such payment, (1) Available Moneys or moneys drawn under the Letter of Credit or an
Alternate Credit Facility, as the case may be, sufficient to make such payment and/or (2) Government
Obligations purchased with Available Moneys or moneys drawn under the Letter of Credit or an Alternate
Credit Facility, as the case may be, maturing as to principal and interest in such amount and at such time
as will insure, without reinvestment, the availability of sufficient moneys to make such payment, (b) all
necessary and proper fees, compensation and expenses of the Issuer, the Trustee and the Registrar
pertaining to the Bonds with respect to which such deposit is made shall 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 will insure, without reinvestment, the availability of
sufficient moneys to make such payment, a Bankruptcy Counsel’s Opinion, to the effect that the payment
of the Bonds from the moneys and/or Government Obligations so deposited will not result in a voidable
22
,, ._ ,,~ .,_. .., ,~. ,,,* ,,
preference under Section 547 of the United States Bankruptcy Code in the event the Issuer or the
Company were to become debtors under the United States Bankruptcy Code, and a Bond Counsel’s
Opinion shall have been delivered to the Trustee. The provisions of this paragraph shall apply only if (x)
the Bond with respect to which such deposit is made is to mature or be called for redemption prior to the
next succeeding date on which such Bond is subject to purchase as described herein under the caption
“THE BONDS - Purchase of Bonds” and (y) the Company waives, to the satisfaction of the Trustee, its
right to convert then interest rate borne by such Bond. At such times as a Bond shall be deemed to be
paid thereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of the
Indenture, except for the purposes of registration and exchange of Bonds and of any such payment from
such moneys or Government Obligations.
Notwithstanding the foregoing paragraph, no deposit under clause (a) (ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice of
redemption of such Bonds shall have been previously given in accordance with the Indenture, or in the
event said Bonds are not to be redeemed within the next succeeding 60 days, until the Company shall
have given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable instructions
to notify, as soon as practicable, the Owners of the Bonds in accordance with the Indenture, that the
deposit required by clause (a) (ii) above has been made with the Trustee and that said Bonds are
deemed to have been paid in accordance with the Indenture and stating the maturity or redemption date
upon which moneys are to be available for the payment of the principal of and the applicable redemption
premium, if any, on said Bonds, plus interest thereon to the due date thereof; or (b) the maturity of such
Bonds.
Removal of Trustee
With the prior written consent of the Bank (which consent, if unreasonably withheld, shall 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 Registrar, the Remarketing Agent and the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be), an instrument or instruments in writing executed by the Owners of
not less than a majority in principal amount of the Bonds then Outstanding. The Trustee may also be
removed by the Issuer under certain circumstances.
Modifications and Amendments
The Indenture may be modified or amended by supplemental indentures without the consent of or
notice to the Owners of the Bonds for any of the following purposes: (a) to cure any formal defect,
omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and agreements of
the Issuer under the Indenture or to surrender any right or power reserved or conferred upon the Issuer
which shall not adversely affect the interests of Owners of the Bonds; (c) to confirm, as further
assurance, any pledge of or lien on any property subjected or to be subjected to the lien of the Indenture;
(d) to comply with the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend or
supplement the Indenture in any other respect which in the judgment of the Trustee is not adverse to the
Owners of the Bonds; (f) to implement a conversion of an interest rate or to evidence or give effect to or
facilitate the delivery and administration under the Indenture of an Alternate Credit Facility or a Substitute
Letter of Credit; (g) to provide for a depositary to accept tendered Bonds in lieu of the Trustee; (h) to
provide for uncertificated Bonds or for the issuance of coupons and bearer Bonds or Bonds registered
only as to principal, but only to the extent that such would not cause interest on the Bonds to become
includible in the gross income of the Owners thereof for purposes of federal income taxation; (i) to
secure or maintain a rating for the Bonds in both the highest short-term or commercial paper debt Rating
Category (as defined in the Indenture) and in either of the two highest long-term debt Rating Categories;
and (j) to provide demand purchase obligations to cause the Bonds to be authorized purchases for
investment companies.
Except for supplemental indentures entered into for the purposes described in the preceding
paragraph, the Indenture will not be modified or amended without the consent of the Owners of not less
than 60% in aggregate principal amount of Bonds outstanding, who shall have the right to consent to and
23
,,,, ,. ,,_ .~ ,, .,,
approve any supplemental indenture; provided that, unless approved in writing by the Owners of all the
Bonds then affected thereby, there will not be permitted (a) a change in the times, amounts or currency
of payment of the principal of, premium, if any, or interest on any Bond, a change in the terms of the
purchase thereof by the Trustee, or a reduction in the principal amount or redemption price thereof or the
rate of interest thereon, (b) the creation of a claim or lien on or a pledge of the receipts and revenues of
the Issuer under the Agreement ranking prior to or on a parity with the lien or pledge created by the
Indenture, or (c) a reduction in the aggregate principal amount of Bonds the consent of the Owners of
which is required to approve any such supplemental indenture or which is required to approve any
amendment to the Agreement. No amendment of the Indenture shall be effective without the prior written
consent of the Company and the Bank (or the Obligor on the Alternate Credit Facility, as the case may
be).
Amendment of the Agreement
Without the consent of or notice to the Owners of the Bonds, the Issuer may amend the Agreement,
and the Trustee may consent thereto, as may be required (a) by the provisions of the Agreement and the
Indenture, (b) for the purpose of curing any formal defect, omission, inconsistency or ambiguity therein,
(c) in connection with any other change therein which is not materially adverse to the Owners of the
Bonds or (d) to secure or maintain a rating for the Bonds in both the highest short-term or commercial
paper debt Rating Category and in either of the two highest long-term debt Rating Categories. The Issuer
and the Trustee will not consent to any other amendment of the Agreement without the written approval
or consent of the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the
Owners of not less than 60% in aggregate principal amount of the Bonds at the time outstanding;
provided, however, that, unless approved in writing by the Owners of all Bonds affected thereby, nothing
in the Indenture shall permit, or be construed as permitting, a change in the obligations of the Company
to make Loan Payments or payments to the Trustee for the purchase of Bonds. No amendment of the
Agreement will become effective without the prior written consent of the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) and the Company.
UNDERWRITING
Goldman, Sachs&Co., as Underwriter, has agreed to purchase the Bonds from the Issuer thereof at
a purchase price of 100% of the principal amount thereof. The Underwriter is committed to purchase all of
the Bonds if any are purchased. The Company has agreed to pay the Underwriter an aggregate fee of
$168,750 and indemnify the Underwriter against certain liabilities, including liabilities under the federal
securities laws. The Underwriter may offer and sell the Bonds to certain dealers (including dealers
depositing Bonds into investment trusts) and others at prices lower than the offering price stated on the
cover page hereof. After the initial public offering, the public offering price may be changed from time to
time by the Underwriter.
TAX EXEMPTION
The Code and the 1954 Code contain a number of requirements and restrictions which apply to the
Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States,
requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain
other matters. The Company and the Issuer have covenanted to comply with all requirements of the Code
and the 1954 Code that must be satisfied in order for the interest on the Bonds to be excludible from
gross income. Failure by the Company or the Issuer to comply with certain of such requirements could
cause interest on the Bonds to become subject to federal income taxation retroactive to the date of
issuance of the Bonds.
Subject to the condition that the Company and the Issuer comply with the above-referenced
covenants, under present law, in the opinion of Bond Counsel, interest on the Bonds will not be includible
in the gross income of the owners thereof for federal income tax purposes, except for interest on any
24
Bond for any period during which such Bond is owned by a person who is a substantial user of the Project
or any person considered to be related to such person (within the meaning of Section 103 (b) ( 13) of the
1954 Code) and the interest on the Bonds will not be treated as an item of tax preference in computing
the alternative minimum tax for individuals and corporations (because the Prior Bonds were issued prior
to August 8, 1986). Such interest will be taken into account, however, in computing an adjustment used
in determining the alternative minimum tax for certain corporations.
The Code includes provisions for an alternative minimum tax (“AMT”) for corporations. The AMT is
levied for taxable years beginning after December 31, 1986 in addition to the corporate regular tax in
certain cases, The AMT, if any, depends upon the corporation’s alternative minimum taxable income
(“AMTI”), which is the corporation’s taxable income with certain adjustments. One of the adjustment
items used in computing AMTI of a corporation (excluding S Corporations, Regulated Investment
Companies, Real Estate Investment Trusts, and REMICs) is an amount equal to 75% of the excess of
such corporation’s “adjusted current earnings” over an amount equal to its AMTI (before such
adjustment item and the alternative tax net operating loss deduction). “Adjusted current earnings”
would include all tax exempt interest, including interest on the Bonds.
In rendering its opinion, Bond Counsel will rely upon a certificate of the Company relating to the
Project and the application of the proceeds of the Bonds and the proceeds of the Prior Bonds with
respect to certain material facts soley within the knowledge of the Company.
Ownership of the Bonds may result in collateral federal income tax consequences to certain
taxpayers, including, without limitation, corporations subject to either the environmental tax or the branch
profits tax. financial institutions, certain insurance companies, certain S Corporations, individual recipi-
ents of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have
incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective purchas-
ers of the Bonds should consult their tax advisors as to applicability of any such collateral consequences.
In the opinion of Bond Counsel, under existing laws of the State of Utah presently enacted and
construed, interest on the Bonds will be exempt from taxes imposed by the Utah Individual Income Tax
Act.
Except as described above, Bond Counsel expresses no opinion as to whether the Bonds will be
subject to any state or local taxes under applicable state or local law. Prospective purchasers of Bonds
should consult their tax advisors regarding the applicability of any such state or local taxes.
CERTAIN LEGAL MATTERS
The validity of the Bonds will be passed upon by Chapman and Cutler, Bond Counsel, and the
Underwriter’s obligation to purchase any issue of the Bonds is subject to the issuance of Bond Counsel’s
opinion with respect thereto. Certain legal matters will be passed upon for the Company by Stoel Rives
Boley Jones & Grey, as Counsel for the Company, for the Underwriter by Winthrop, Strmson, Putnam &
Roberts, as Counsel to the Underwriter, and for the Issuer by Jones, Waldo, Holbrook & McDonough. as
Special Counsel for the Issuer. The validity of the Letter of Credit will be passed upon for the Bank by its
counsel, Milbank, Tweed, Hadley & McCloy and Dr. Dieter C. Hauser.
Chapman and Cutler has represented other parties in matters involving subsidiaries of the Company
where legal fees of Chapman and Cutler have been paid by such subsidiaries. Jones, Waldo, Holbrook &
McDonough represents the Company, the Utah Power & Light Company Division of the Company, and
First National Bank of Chicago on matters unrelated to the Bonds. The firm served as bond counsel for
the Prior Bonds.
2.5
.,, ,, .., ,, ,. /, ‘.. ..., ;,/: ,..,.
MISCELLANEOUS
The attached Appendices are an integral part of this Official Statement and must be read together
with all of the balance of this Official Statement.
EMERY COUNTY, UTAH
BY
of County Commissioners
., /_jl,‘ ~, ,.
[This page intentionally left blank.]
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[This page intentionally left blank.]
,,
APPENDIX A
PACIFICORP
PacifiCorp, an Oregon corporation (the “Company”), is a diversified electric utility that conducts its
retail electric utility business as Pacific Power & Light Company (“Pacific Power”) and Utah Power &
Light Company (“Utah Power”), and engages in power production and sales on a wholesale basis under
the name PacifiCorp Electric Operations. The Company is the indirect owner, through Inner PacifiCorp,
Inc., a wholly owned subsidiary, of approximately 82% of NERCO. Inc. (“NERCO”), 87% of Pacific
Telecom, Inc. (“Pacific Telecom”) and 100% of PacifiCorp Financial Services, Inc. (“PacifiCorp Financial
Services”).
Pacific Power furnishes electric service in portions of six western states: Oregon, Wyoming,
Washington, Idaho, California and Montana. Utah Power furnishes electric service in portions of three
western states: Utah, Wyoming and Idaho. NERCO is a natural resource company that is one of the
largest producers of coal, gold and silver in North America, a significant producer of gas and oil in the Gulf
Coast region of the United States and is also engaged in the exploration for and development of precious
metals, gas and oil. Pacific Telecom, through its subsidiaries, provides local telephone service and
access to the long distance network in Alaska, seven other western states, Wisconsin and Iowa, provides
intrastate and interstate long distance communication services in Alaska, provides cetlular mobile
telephone services, and is engaged in the construction of and sales of capacity in a submarine fiber optic
cable between the United States and Japan. PacifiCorp Financial Services is a business offering certain
specialized financial services, including aviation financing, computer leasing, tax advantaged investments
and business development financing.
The principal executive offices of the Company are located at 700 N.E. Multnomah, Suite 1600,
Portland, Oregon 97232-4116; the telephone number is [phone].
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may be inspected and
copied at the offices of the Commission at 450 Fifth Street, N.W., Washington, DC. 20549; 75 Park
Place, 14th Floor, New York, New York 10007; and 230 South Dearborn Street, Chicago, Illinois 60604.
Copies of such material may be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, DC. 20549, at prescribed rates. Reports, proxy material and other
information concerning the Company may also be inspected at the New York and Pacific Stock
Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange Commission are
incorporated in this Appendix by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1990 (as amended by
Form 8 dated April 29, 1991)
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1991.
(c) Current Reports on Form 8-K dated March 12, March 13 and March 18, 1991.
All reports filed pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 after the
date of this Official Statement and prior to the termination of the offering made by this Official Statement
shall be deemed to be incorporated by reference in this Appendix A and to be a part hereof from the date
of filing such documents.
The Company hereby undertakes to provide without charge to each person to whom a copy of this
Official Statement has been delivered, on the request of any such person, a copy of any or all of the
A-1
,. “,,, _” .,,..,,., ,, .~ .,,,., ,~~~, ~.,~,. ,~,,, ,. I,, ..,,, ,,
documents referred to above which have been or may be incorporated herein by reference, other than
exhibits to such documents. Requests for such copies should be directed to Corporate Shareholder
Services, PacifiCorp, 700 N.E. Multnomah, Suite 700, Portland, Oregon 97232-4107. The telephone
number is [phone].
The following selected financial information for each of the three years in the period ended
December 31, 1990 has been derived from the consolidated financial statements of the Company for the
respective years in that three-year period. The consolidated financial statements have been audited by
Deloitte & Touche. independent public accountants, and the reports of Deloitte & Touche (which include
explanatory notes in the consolidated financial statements) are incorporated in this Appendix by
reference. This selected financial information should bs read in conjunction with the financial statements
and related notes thereto included in the documents incorporated herein by reference.
SELECTED FINANCIAL INFORMATION
(Dollars in Millions)
Year Ended Dawmk 31
19W lSS9 1SSS - - - Income Statamant Data
Revenues(a) . . . . . . . . . . . $3,828.0 $3,628.4 $3,520.4
Expenses(b) . . . . . . . . . . 2.739.7 2.5950 2,475.5
Income from Operations . . . . . 1,088.3 1.033.4 1,044.g
Interest Expense, Income Taxes
andOther . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .._ 614.4 567.8 598.2
Net Income . . . . . $ 473.9 $ 465.6 $ 446.7
Capitalization
Common Equity _. . . . $3,207.8 $3,006.6 $2,935.9
Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 342.4 242.4 246.3
Preferred Stock Subject to MandatoryRedemption. . . . 50.0 50.0 56.3
Long Term Debt and Capital Lease
Obligations . . _ . 3,978.6 3,539.0 3,441 .o
PacifiCorp Financial Services
LongTerm Debt..................................... 693.0 855.6 906.0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,271.8 $7,693.6 $7.585.5
(a) Certain amounts from prior years have been reclassified to conform with the presentation in the
Company’s Quarterly Report on Form 10-O for the quarter ended March 31, 1991. The reclassifica-
tions had no effect on previously reported consolidated net income.
(b) Includes interest expense of PacifiCorp Financial Services,
The information contained and incorporated by reference in this Appendix A to the Official
Statement has been obtained from the Company. The Issuer and the Underwriter make no
representation as to the accuracy or completeness of such information.
A-2
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APPENDIX B
cmdit Suisee
Founded in 1858, Credit Suisse is a universal bank which maintains its corporate headquarters in
Zurich, Switzerland. In 1989, Credit Suisse became a subsidiary of CS Holding as a result of a share
exchange transaction. With $5.8 billion in capital and reserves, Credit Suisse is among the most highly
capitalized banks in the world. Credit Suisse is engaged in all banking activities and its international
network operations are conducted through over 73 branches, representative offices and affiliates
throughout the world. Banking operations in the United States began in 1940 and currently include
branches in New York and Los Angeles, an agency in Miami and offices in San Francisco, Atlanta,
Chicago and Houston. Credit Suisse is a globally active full-service bank.
Credit Suisse’s principal office is at Paradeplatz 8, 8001, Zurich, Switzerland, its New York Branch is
at 100 Wall Street, New York, NY 10005, and its Los Angeles Branch is at 800 Wilshire Boulevard, Los
Angeles, California 90017.
Swiss accounting principles applicable to Swiss banks are to a large extent embodied in the Swiss
law. Among Swiss banks it is common practice that fixed assets (including real estate), which are
carried at cost net of accumulated depreciation, are depreciated faster than the lie of the asset would
normally require. Also, Swiss law requires that the maximum balance sheet value of marketable securities
be their cost, but in fact these securities are often carried at values below such maximum amounts as
there are no minimum valuations required by law. The published financial statements of Credit Suisse are
now consolidated for the first time. CS Holding, which was originally a sister company of Credit Suisse,
became the central holding company and parent company of the entire Credit Suisse Group during the
course of 1989.
SELECTED INFORMAllON OF CREDIT SUISSE(s)
(BANKONLY)
Year Ended December 91
loo0 lSS9 1M - (milliw~dsllan) -
Operating Income . . . . . . . . . . $ 828 $ 1,097 $ 907
Netlncome................................................. 362 551 455
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,744 90,513 87,218
Liquid Assets(b) . . . . . . . . . . . 25,464 23,380 28,455
Loans.(C) . . . . . . . . . . . . . . . . . 59,974 54,229 45,820
Total Deposits and Due to Banks.. . . . . . 63,471 58,903 55,569
Total Capital and Reserves . . . . 5,878 5,819 5,536
(a) The figures originally expressed in Swiss francs, have been converted into U.S. dollars at the rate of
$0.77 for 1 Swiss franc prevailing at December 31, 1990. The conversion rate prevailing on May 14,
1991 was $0.70 for 1 Swiss franc. These figures represent the bank operation only.
(b) Liquid assets consist of cash, due from banks (sight and time) and bills discounted and money
market paper.
(c) Loans include advances in current accounts, time loans and others.
Credit Suisse’s auditors are Swiss Auditing Company.
The information relating to Credit Suisse contained above has been furnished by Credit Suisse. No
representation is made herein as to the absence of material adverse changes in the information contained
in this Appendix B subsequent to the date of this Official Statement, A copy of the Annual Report of
Credit Suisse may be obtained free of charge from Credit Suisse, by anyone to whom this Dfficial
Statement is furnished, at its Los Angeles branch by writing to Credit Suisse at 800 Wilshire Boulevard,
Suite 888, Los Angeles, California 90017-2685 or by calling [phone] or at its New York Branch
by writing to Credit Suisse at 100 Wall Street, New York, New York 10005 or by calling [phone].
B-1
) ., .,
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APPENDIX C
ALTERNATIVE INTEREST RATES
The following is a description of the interest rate and purchase provisions of the Bonds while the
Bonds bear a Daily Interest Rate, a Weekly Interest Rate, a Monthly Interest Rate, or a Term Interest Rate.
The method by which the interest rate on the Bonds is determined can be changed as described in the
Official Statement under “CONVERSION OF RATE.”
Interest Provisions
&i/y lnferesf Rate. With respect to each day the Bonds are to bear a Daily Interest Rate, the Daily
Interest Rate shall be determined by the Remarketing Agent to be the interest rate which, in the judgment
of the Remarketing Agent, when borne by the Bonds would be the minimum interest rate necessary to
enable the Remarketing Agent to sell the Bonds on such date at 100% of the principal amount thereof
plus accrued interest, if any; provided, however, that with respect to any day that is not a Business Day,
the Daily Interest Rate shall be the same rate as the Daily Interest Rate established for the immediately
preceding Business Day unless the Remarketing Agent is open for business on such non-Business Day
and determines a rate for such non-Business Day, in which case the Bonds shall bear interest at the rate
so determined. On the basis of such Daily Interest Rates, the Trustee shall calculate the amount of
interest payable during each Interest Period on the Bonds bearing interest at a Daily Interest Rate.
Weekly /merest Rate. With respect to each week the Bonds are to bear interest at a Weekly Interest
Rate, the Weekly Interest Rate on the Bonds shall be determined by the Remarketing Agent on Tuesday
(or the next succeeding Business Day, if such Tuesday is not a Business Day) of each week to be the
interest rate which, on the following day, in the judgment of the Remarketing Agent, when borne by the
Bonds would be the minimum interest rate necessary to enable the Remarketing Agent to sell the Bonds
on such date at 100% of the principal amount thereof plus accrued interest, if any.
Monthly lnferest Rate. With respect to each Interest Period the Bonds are to bear interest at a
Monthly Interest Rate, the Monthly Interest Rate shall be determined on the first Business Day of such
Interest Period by the Remarketing Agent to be that rate which would be the minimum interest rate
necessary to enable the Remarketing Agent to sell the Bonds on the first day of such Interest Period at
100% of the principal amount thereof.
Term lnferest Rate. With respect to each Term Period the Bonds are to bear interest at a Term
Interest Rate, the Term Interest Rate shall be determined by the Remarketing Agent on the Business Day
next preceding the first day of a Term Period which shall be the rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell all of the Bonds on the first day of such Term
Period at 100% of the principal amount thereof. “Term Period” means the period, which generally must
be an integral multiple of six months, specified as such by the Company upon a conversion of the interest
rate on the Bonds to a Term Interest Rate.
Promptly after the determination of each Term Interest Rate, the Trustee shall mail a notice by first-
class mail to each Owner of a Bond, at the address shown on the registration books of the Issuer
maintained by the Registrar, advising such Owner of such Term Interest Rate and of the Term Period for
which such Term Interest Rate will be in effect. Failure by the Trustee to give any such notice by mailing,
or any defect therein, shall not affect the Term Interest Rate to be borne by the Bonds in any Term Period.
General. In the event the Remarketing Agent fails for any reason to establish any Flexible Rate,
Daily Interest Rate, Weekly Interest Rate, Monthly Interest Rate, or Term Interest Rate required to be
established under the provisions of the Indenture, the most recently established Flexible Rate, Daily
Interest Rate, Weekly Interest Rate, Monthly Interest Rate or Term Interest Rate, as the case may be, shall
continue in effect until a new applicable interest rate is established,
Purchase Provisions
purCh8Se On hnand of Owner While Bonds Bear Daily Interest Rate.
While the Bonds bear interest at a Daily Interest Rate, any Bond shall be purchased on the demand
of the Owner thereof. on any Business Day, at a purchase price equal to 100% of the principal amount
thereof plus accrued interest. if any, to the date of purchase, upon (A) delivery to the Remarketing Agent
C-l
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at its principal office, by no later than 9:30 a.m., New York, New York time, on such Business Day, of a
written notice or a telephonic notice, promptly confirmed by tested telex, which states the principal
amount of such Bond to be purchased and the date on which the same shall be purchased pursuant to
this paragraph, and (B) delivery of such Bond (with all necessary endorsements) to the New York
delivery office of the Trustee, at or prior to 9:30 a.m., New York, New York time, on the date specified in
such notice.
PurCh8Se on Demand of Owner While Bonds Bear Week/y Interest R8te.
While the Bonds bear interest at a Weekly Interest Rate, any Bond shall be purchased, on the
demand of the Owner thereof, on any Wednesday at a purchase price equal to lOO%,of the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (i) delivery to the principal
office of the Remarketing Agent of a telephonic notice (unless the Trustee shall be serving as
Remarketing Agent, in which case written notice delivered to the New York delivery office of the Trustee
shall be required) by 10:00 a.m., New York, New York time, on the seventh day preceding such
Wednesday, which states the aggregate principal amount thereof; (ii) delivery of such Bond (with all
necessary endorsements) and, in the case of a Bond to be purchased prior to the Interest Payment Date
for any Interest Period and after the Record Date in respect thereto, a due-bill, in form satisfactory to the
Trustee, at the New York delivery office of the Trustee at or prior to 10:00 a.m.. New York, New York time,
on such Wednesday; provided, however, that such Bond shall be so purchased only if the Bond so
delivered to the Trustee shall conform in all respects to the description thereof in the aforesaid notice. In
the event that Tuesday and Wednesday are not Business Days, the procedures described in this
paragraph to occur on either Tuesday or Wednesday, shall occur on the next succeeding Business Day.
An Owner who gives the notice set forth in clause (i) above may repurchase the Bonds so tendered with
such notice on such Wednesday if the Remarketing Agent agrees to sell the Bonds so tendered to such
Owner. If such Owner decides to repurchase such Bonds and the Remarketing Agent agrees to sell the
specified Bonds to such Owner prior to delivery of such Bonds as set forth in clause (ii) hereinabove, the
delivery requirement set forth in such clause (ii) shall be waived.
Purchase on Demand of Owner While Bonds Bear Monthly Interest Rate.
While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased, on the
demand of the Owner thereof, on any Interest Payment Date at a purchase price equal to 100% of the
principal amount thereof, upon (1) delivery to the New York delivery office of the Trustee at or prior to
4:00 p.m., New York, New York time, on the third Business Day prior to such Interest Payment Date of a
written notice which (i) states the aggregate principal amount of such Bond and (ii) states that such
Bond shall be purchased on such Interest Payment Date pursuant to this paragraph: and (2) the delivery
of such Bond (with all necessary endorsements) at the New York delivery office of the Trustee at or prior
to 10:00 a.m., New York, New York time, on such Interest Payment Date; provided, however, that such
Bond shall be so purchased pursuant to this paragraph only if the Bond so delivered to the Trustee shall
conform in all respects to the description thereof in the aforesaid notice. An Owner who gives the notice
set forth in clause (1) hereinabove may repurchase the Bonds so tendered on such Interest Payment
Date if the Remarketing Agent agrees to sell the Bonds so tendered to such Owner. If such Owner
decides to repurchase such Bonds and the Remarketing Agent agrees to sell the specified Bonds to such
Owner prior to delivery of such Bonds as set forth in clause (2) hereinabove, the delivery requirement set
forth in such clause (2) shall be waived.
Purchase While Bonds Bear Term /rIterest Rate.
(a) While the Bonds bear interest at a Term Interest Rate, any Bond shall be purchased on the
day (which is not a Conversion Date) next succeeding the last day of any Term Period (a “Purchase
Date”) at a purchase price equal to 100% of the principal amount thereof unless the Owner of the
Bond delivers a completed Owner Election Notice (as defined in the Indenture) to the New York
delivery office of the Trustee between the opening of business on the twenty-first day next preceding
the Purchase Date and the close of business on the seventh day next preceding the Purchase Date
(or if such twenty-first or seventh day is not a Business Day, the next succeeding Business Day).
The delivery of an Owner Election Notice by an Owner to retain his Bond is irrevocable and binding
on such Owner and cannot be withdrawn. The Trustee shall give the Remarketing Agent telephonic
notice, promptly confirmed in writing, specifying the principal amount of Bonds for which Owner
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,. ,., . ., ,, ,~. ,, ..I,
Election Notices have been received. Not later than the fifteenth day next preceding the Purchase
Date, the Trustee shall give notice by first-class mail to the Owners of the Bonds stating (i) the last
day of the Term Period, (ii) that the Bonds will be purchased on the Purchase Date unless the
Owner of the Bond delivers a completed Owner Election Notice (a copy of which shall accompany
the notice from the Trustee) to the Trustee as provided in the Indenture between the opening of
business on the twenty-first day and the close of business on the seventh day next preceding the
Purchase Date (or if such seventh day is not a Business Day, the next succeeding Business Day)
and (iii) that after the Purchase Date the Bonds will bear interest at a Term Interest Rate for a Term
Period of the same duration as the then current Term Period.
If during any Term Period the Company fails to deliver to the Trustee a notice of conversion as
described under the caption “CONVERSION OF RATE - Conversion to Term Interest Rate or Floating
Interest Rates,” from and after the Purchase Date the Bonds shall bear interest at a Term Interest
Rate for a Term Period of the same duration as that ending on the day immediately preceding such
Purchase Date.
Any Owner of a Bond who does not deliver a completed Owner Election Notice as described
above must deliver such Bond (with any necessary endorsements) to the New York delivery office of
the Trustee, not later than 10:00 a.m.. New York, New York time, on the Purchase Date.
Any Owner who delivers a completed Owner Election Notice as described above in order to
retain a portion of a Bond must deliver such Bond (with any necessary endorsements) to the New
York delivery office of the Trustee with such Owner Election Notice. If an Owner so elects to retain a
portion of a Bond, the Trustee shall, in accordance with the provisions of the Indenture. deliver to
such Owner a principal amount of Bonds of Authorized Denominations equal to the portion of the
Bond so retained.
(b) Bonds or portions thereof to be purchased as provided in paragraph (a) above which are
not delivered by the Owner thereof to the Trustee as above provided shall nonetheless be deemed to
have been delivered by the Owner thereof for purchase and to have been purchased, provided that
there have been irrevocably deposited with the Trustee moneys in accordance with the Indenture in
an amount sufficient to pay the purchase price of such Bonds. Thereafter, the Trustee shall
authenticate a new Bond as provided in the Indenture. Moneys deposited with the Trustee for
purchase of Bonds pursuant to the Indenture shall be held in trust in a separate escrow account
without liability for interest thereon and shall be paid to the Owners of such Bonds upon presentation
thereof. The Trustee shall within five days after the Purchase Date give written notice to the
Company whether Bonds have not been delivered, and upon direction to do so by the Company the
Trustee shall give notice by first class mail to each Owner whose Bonds are deemed to have been
purchased pursuant to the Indenture. which notice shall state that interest on such Bonds ceased to
accrue on the Purchase Date and that moneys representing the purchase price of such Bonds are
available against delivery thereof at the New York delivery office of the Trustee. The Trustee shall
hold moneys deposited by the Company or drawn by the Trustee under the Letter of Credit or an
Alternate Credit Facility, as the case may be, for the purchase of Bonds as provided in the Indenture,
without liability for interest thereon, for the benefit of the former Owner of the Bond on such date of
purchase, who shall thereafter be restricted exclusively to such moneys for any claim of whatever
nature on his part under the Indenture or on, or with respect to, such Bond. Any moneys so
deposited with and held by the Trustee not so applied to the payment of Bonds, within six months
after such date of purchase shall be paid by the Trustee to the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) to the extent of any amount payable under the Reimbursement
Agreement, and the balance shall be paid by the Trustee to the Company upon the written direction
of the Authorized Company Representative consented to in writing by the Bank (or the Obligor on
the Alternate Credit Facility, as the case may be), and thereafter the former Owners shall be entitled
to look only to the Company for payment, and then only to the extent of the amount so repaid to the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be) andlor the Company, and
the Company shall not be liable for any interest thereon and shall not be regarded as a trustee of
such money.
c-3
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APPENDIX D
Upon the delivery of the Bonds, Chapman and Cutler, Bond Counsel, proposes to issue its final
approving opinion in substantially the following form:
The.,&n S. Chapman
1877.1943
Henry E. cutler
1879.1959
law offices of
CHAPMAN AND CUTLER
a pt,,mmhip including pr&,riml co~por.tio.s
50 South Main Street, Salt Lake City, Utah 84144
FAX [phone] Telephonc(801) 533-0066
2 North Cmrnl A”en”e
Phmk Arimna 85001
(602) 7.50-1064
111 west Monrm sma chiqo, uhob 6ow3 (31Be41-3coo
Re: $45,000,000 Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1991 of Emery County, Utah
We hereby certify that we have examined certified copy of the proceedings of record of the Board of
County Commissioners of Emery County, Utah (the “Issuer”), a political subdivision of the State of Utah,
preliminary to the issuance by the Issuer of its Pollution Control Revenue Refunding Bonds (PacifiCorp
Project) Series 1991, in the aggregate principal amount of $45,000,000 (the “Bonds”). The Bonds are
being issued pursuant to the provisions of the Utah Industrial Facilities and Development Act, Title 11,
Chapter 17, Utah Code Annotated 1953, as amended and supplemented (the “Act”), for the purpose of
refunding the Issuer’s $45,000,000 Pollution Control Revenue Bonds, 1 lye% Series due April 1, 2011
(Utah Power 8 Light Company Project) (the “Refunded Bonds”). The Refunded Bonds were issued for
the purpose of financing a portion of the cost of air and water pollution control and solid waste disposal
facilities (the “Project”) at the Hunter generating plant (the “Station”) in Emery County, Utah, for use
by Utah Power & Light Company, a Utah corporation which, subsequent to the issuance of the Refunded
Bonds, merged with PacifiCorp, an Oregon corporation (the “Company”). The proceeds of the Bonds,
together with other moneys provided by the Company, have been deposited with the trustee for the
Refunded Bonds to provide for the payment of the Refunded Bonds.
The Bonds mature on July 1, 2015, bear interest from time to time computed as set forth in each of
the Bonds and are subject to redemption prior to maturity at the times, in the manner and upon the terms
set forth in each of. the Bonds. The Bonds are issuable in Authorized Denominations as provided in the
hereinafter-defined Indenture. only as fully-registered Bonds without coupons.
From such examination of the proceedings of the Board of County Commissioners of the Issuer
referred to above and from an examination of the Act, we are of the opinion that such proceedings show
lawful authority for said issue of Bonds under the laws of the State of Utah now in force.
Pursuant to a Loan Agreement, dated as of May 1, 1991 (the “Loan Agreement”), by and between
the Company and the Issuer, the Issuer has agreed to loan the proceeds from the sale of the Bonds to the
Company for the purpose of refunding the Refunded Bonds, and the Company has agreed to pay
amounts at least sufficient to pay the principal of, premium, if any, and interest on the Bonds when due,
whether at stated maturity, call for redemption or acceleration. The Loan Agreement (an executed
counterpart Of which has been examined by us) has, in our opinion, been duly authorized, executed and
delivered by the Issuer. and, assuming the due authorization, execution and delivery by the Company, is
a valid and binding obligation of the Issuer, enforceable in accordance with its terms, subject to the
qualification that the enforcement thereof may be limited by bankruptcy, insolvency, reorganization and
D-l
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other similar laws relating to the enforcement of creditors’ rights generally or usual equity principles in the
event equitable remedies should be sought.
We have also examined an executed counterpart of the Trust Indenture, dated as of May 1, 1991
(the “Indenture”), by and between the Issuer and The First National Bank of Chicago, as Trustee (the
“Trustee”), securing the Bonds and setting forth the covenants and undertakings of the Issuer in
connection with the Bonds and making provision under certain conditions for the remarketing of the
Bonds by a Remarketing Agent (the “Remarketing Agent”), for the fixing of Floating Interest Rates (as
defined in the Indenture) to be borne by the Bonds, which Floating Interest Rate may be a Daily Interest
Rate, a Weekly Interest Rate, a Monthly Interest Rate or Flexible Rates (each as defined in the
Indenture), and for the conversion of the interest rate borne by the Bonds to a different Floating Interest
Rate or to a Term Interest Rate under certain conditions. The Indenture provides that the Bonds bear
interest at Flexible Rates until conversion to a different Floating Interest Rate or to a Term Interest Rate,
Under the Indenture, the revenues derived by the Issuer under the Loan Agreement, together with certain
of the rights of the Issuer thereunder, are pledged and assigned to the Trustee as security for the Bonds.
From such examination, we are of the opinion that the proceedings of the Board of County Commission-
ers of the Issuer referred to above show lawful authority for the execution and delivery of the Indenture,
that the Indenture is a valid and binding obligation of the Issuer, enforceable in accordance with its terms,
subject to the qualification that the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of creditors’ rights generally or usual
equity principles in the event equitable remedies should be sought, that the Bonds have been validly
issued under the Indenture. and that all requirements under the Indenture precedent to delivery of the
Bonds have been satisfied.
In connection with the Company’s obligation to make payments to the Issuer under the Loan
Agreement, the Company has caused to be delivered to the Trustee an irrevocable Letter of Credit (the
“Letter of Credit”) of Credit Suisse, Los Angeles Branch (the “Bank”), under which the Trustee is
permitted under certain conditions to draw up to (a) an amount equal to the principal of the outstanding
Bonds (i) to pay the principal of the Bonds when due upon redemption or acceleration or (ii) to enable
the Trustee to pay the purchase price or portion of the purchase price equal to the principal amount of
Bonds delivered to the Trustee for purchase and not remarketed, plus (b) an amount equal to 294 days’
accrued interest on the outstanding Bonds (i) to pay interest on the Bonds or (ii) to enable the Trustee
to pay the portion of the purchase price of the Bonds delivered to the Trustee equal to the accrued
interest, if any, on such Bonds. Delivery of the Letter of Credit, however, does not release the Company
from its payment obligation under the Loan Agreement. The stated expiration date of the Letter of Credit
is May 23, 1994, subject to the provisions of the Letter of Credit.
We further certify that we have examined the form of bond prescribed in the Indenture and find the
same in due form of law and in our opinion the Bonds, to the amount named, are valid and legally binding
upon the Issuer according to the import thereof and, as provided in the Indenture and the Bonds, are
payable by the Issuer solely out of payments to be made by the Company under the Loan Agreement,
except to the extent paid from moneys drawn by the Trustee under the Letter of Credit.
Subject to the condition that the Company and the Issuer comply with certain covenants made to
satisfy pertinent requirements of the Internal Revenue Code of 1954, as amended (the “1954 Code”),
and the Internal Revenue Code of 1986, we are of the opinion that under present law interest on the
Bonds is not includible in gross income of the owners thereof for federal income tax purposes, except for
interest on any Bond for any period during which such Bond is owned by a person who is a substantial
user of the Project or any person considered to be related to such person (within the meaning of Section
103(b) (13) of the 1954 Code), and the interest on the Bonds will not be treated as an item of tax
preference in computing the alternative minimum tax for individuals and corporations (because the
Refunded Bonds were issued prior to August 8, 1986), Interest on the Bonds will be taken into account,
however, in computing an adjustment used in determining the alternative minimum tax for certain
corporations. Failure to comply with certain of such Issuer and Company covenants could cause the
interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds.
Ownership of the Bonds may result in other federal tax consequences to certain taxpayers; we express
D-2
.‘,..,.,,,,.,, ~..=*L,., ,, ,,., ,.,. ~,
no opinion regarding any such collateral consequences arising with respect to the Bonds. In rendering
this opinion, we have relied upon a certificate of even date herewith of the Company relating to the
Station, the Project and the application of the proceeds of the Refunded Bonds and the proceeds of the
Bonds with respect to certain material facts solely within the knowledge of the Company.
In our opinion, under the existing laws of the State of Utah presently enacted and construed, the
interest on the Bonds is exempt from taxes imposed by the Utah Individual Income Tax Act.
We are not passing upon the Letter of Credit or action taken by the Bank in connection therewith.
The validity of the Letter of Credit has been passed upon by Milbank, Tweed, Hadley & McCloy and Dr.
Dieter C. Hauser.
Steel Rives Boley Jones & Grey, counsel to the Company, has delivered an opinion of even date
herewith concerning the obligations of the Company under the Loan Agreement. In rendering this
opinion, we have relied upon said opinion with respect to, among other things: (i) the due organization of
the Company, (ii) the good standing or existence of the Company in the States of Utah and Oregon,
(iii) the approval of the execution and delivery by the Company of the Loan Agreement by all necessary
regulatory authorities exercising jurisdiction over the Company, (iv) the corporate power of the Company
to enter into, and the due execution by the Company of, the Loan Agreement, and (v) the binding effect
of the Loan Agreement on the Company.
Jones, Waldo, Holbrook & McDonough, special counsel to the Issuer, has delivered an opinion of
even date herewith with respect to the obligations of the Issuer under the Bonds, the Loan Agreement
and the Indenture.
The opinions described above are in form satisfactory to us, both in scope and content.
We express no opinion as to the title to, the description of, or the existence of any liens, charges or
encumbrances on the Project or the Station.
hW.4AN AND CUTLER

D-1
APPENDIX D

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

Emery County, Utah JPMorgan Chase Bank, National Association
75 East Main 383 Madison Avenue
Castle Dale, Utah 84513 New York, New York 10179
Re: $45,000,000
Emery County, Utah
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991 (the “Bonds”)
Ladies and Gentlemen:
This opinion is being furnished in accordance with Section 4.03(b) of that certain Loan
Agreement, dated as of May 1, 1991 (the “Loan Agreement”), between Emery County, Utah (the
“Issuer”) and PacifiCorp (the “Company”). Prior to the date hereof, payment of principal and
purchase price of and interest on the Bonds was secured by a credit facility issued by BNP
Paribas. On the date hereof, the Company desires to deliver a Letter of Credit (the “Letter of
Credit”) to be issued by JPMorgan Chase Bank, National Association (the “Bank”), for the
benefit of the Trustee.
We have examined the law and such documents and matters as we have deemed
necessary to provide this opinion letter. As to questions of fact material to the opinions
expressed herein, we have relied upon the provisions of the Trust Indenture, dated as of May 1,
1991 (the “Indenture”), between the Issuer and The Bank of New York Mellon Trust Company,
N.A., as successor trustee (the “Trustee”) and related documents, and upon representations,
including regarding the consent of the Owners, made to us without undertaking to verify the
same by independent investigation.
The terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
D-2
Based upon the foregoing and as of the date hereof, we are of the opinion that:
1. The delivery of the Letter of Credit is authorized under the Loan
Agreement and complies with the terms of the Loan Agreement.
2. The delivery of the Letter of Credit, the validity under the Act of the
Bonds and will not cause interest on the Bonds to become includible in the gross income
of the owners thereof for federal income tax purposes.
At the time of the issuance of the Bonds, we rendered our approving opinion relating to,
among other things, the validity of the Bonds and the exclusion from federal income taxation of
interest on the Bonds. We have not been requested, nor have we undertaken, to make an
independent investigation to confirm that the Company and the Issuer have complied with the
provisions of the Indenture, the Loan Agreement, the Tax Certificate (as defined in the
Indenture) and other documents relating to the Bonds, or to review any other events that may
have occurred since such approving opinion was rendered other than with respect to the
Company in connection with other than with respect to the Company in connection with (a) the
adjustment of the interest rate on the Bonds described in our opinion dated February 28, 1996,
(b) the delivery of an Alternate Credit Facility, dated as of May 15, 2001, (c) delivery of the
Prior Letter of Credit, dated September 15, 2004 and (d) the delivery of the Letter of Credit
described herein. Accordingly, we do not express any opinion with respect to the Bonds, except
as described above.
Our opinion represents our legal judgment based upon our review of the law and the facts
that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is
given as of the date hereof and we assume no obligation to review or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or any changes in law
that may hereafter occur.
In rendering this opinion as Bond Counsel, we are passing only upon those matters set
forth in this opinion and are not passing upon the adequacy, accuracy or completeness of any
information furnished to any person in connection with any offer or sale of the Bonds.
Respectfully submitted,

E-1
APPENDIX E

[FORM OF LETTER OF CREDIT]

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

April 18, 2012
U.S. $45,961,644.00
Letter of Credit No. CPCS-358995
CUSIP No. 291147 BW5

The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”) under the Trust Indenture
dated as of May 1, 1991 (the “Indenture”), between
Emery County, Utah (the “Issuer”) and the Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention: Corporate Trust Department

Ladies and Gentlemen:
We hereby establish in your favor as Trustee for the benefit of the holders of the Bonds (as
hereinafter defined), our irrevocable transferable Letter of Credit No. CPCS-358995 for the
account of PacifiCorp, an Oregon corporation (the “Borrower”), whereby we hereby irrevocably
authorize you to draw on us from time to time, from and after the date hereof to and including
the earliest to occur of our close of business on: (i) April 18, 2013 (as extended from time to
time, the “Stated Expiration Date”), (ii) the earlier of (A) the date which is fifteen (15) days
following the date of conversion of the interest rate on all of the Bonds to a fixed interest rate
pursuant to Section 4.01 of the Indenture, as such date is specified in a certificate in the form of
Annex A hereto (the “Conversion Date”) or (B) the date on which the Bank honors a drawing
under the Letter of Credit on or after the Conversion Date, (iii) the date which is fifteen (15) days
following receipt from you of a certificate in the form set forth as Annex B hereto, (iv) the date
on which an Acceleration Drawing is honored by us, and (v) the date which is fifteen (15) days
following receipt by you of a written notice from us specifying the occurrence of an Event of
Default under the Reimbursement Agreement dated as of April 18, 2012, between the Borrower
and us (the “Reimbursement Agreement”) and directing you to accelerate the Bonds (such
earliest date, the “Termination Date”), a maximum aggregate amount not exceeding forty-five
million nine hundred sixty-one thousand six hundred forty-four United States Dollars (U.S.
$45,961,644 - the “Original Stated Amount”) to pay principal of and accrued interest on, or the
purchase price of, the U.S. $45,000,000 Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991 issued by the Issuer (the “Bonds”), in accordance with the
terms hereof (said U.S. $45,961,644 having been calculated to be equal to U.S. $45,000,000
(forty-five million U.S. Dollars), the original principal amount of the Bonds, plus U.S. $961,644
(nine hundred sixty-one thousand six hundred forty-four U.S. Dollars), which is 65 days’ accrued
interest on said principal amount of the Bonds at the rate of twelve percent (12.0%) per annum
calculated on a 365-day basis (the “Cap Interest Rate”)). This credit is available to you against

E-2
presentation of the following documents (the “Payment Documents”) presented to JPMorgan
Chase Bank, N.A. (the “Issuing Bank”) as described below:
A certificate (with all blanks appropriately completed) (i) in the form attached as Annex C hereto
to pay accrued interest on the Bonds as provided for under Section 6.04 of the Indenture (an
“Interest Drawing”), (ii) in the form attached as Annex D hereto to pay the principal amount of
and accrued interest on the Bonds in respect of any redemption of the Bonds as provided for in
Section 3.10, 3.11 or 3.12 of the Indenture (a “Redemption Drawing”), provided that in the event
the date of redemption or purchase coincides with an Interest Payment Date (as defined in the
Indenture) the Redemption Drawing shall not include any accrued interest on the Bonds (which
interest is payable pursuant to an Interest Drawing), (iii) in the form attached as Annex E hereto,
to allow J.P. Morgan Securities LLC, as Remarketing Agent (together with its permitted
successors and assigns, the “Remarketing Agent”), to pay the purchase price of Bonds tendered
for purchase as provided for in Section 3.01, 3.02, 3.03, 3.04, or 3.05 of the Indenture which
have not been successfully remarketed or for which the purchase price has not been received by
the Remarketing Agent by 10:00 A.M., New York, New York time, on the purchase date (a
“Liquidity Drawing”), provided that in the event the purchase date coincides with an Interest
Payment Date, the Liquidity Drawing shall not include any accrued interest on the Bonds (which
interest is payable pursuant to an Interest Drawing), (iv) in the form attached as Annex F hereto,
to pay the principal of and accrued interest in respect of Bonds the payment of which has been
accelerated pursuant to Section 9.02(a) of the Indenture (an “Acceleration Drawing”), or (v) in
the form attached as Annex G hereto to pay the principal amount of Bonds maturing on July 1,
2015 (a “Stated Maturity Drawing”), each certificate to state therein that it is given by your duly
authorized representative and dated the date such certificate is presented hereunder. No
drawings shall be made under this Letter of Credit for Pledged Bonds (as defined in the
Indenture) or Bonds registered in the name of the Company.

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

We agree to honor and pay the amount of any Interest, Redemption, Liquidity, Acceleration or
Stated Maturity Drawing if presented in compliance with all of the terms of this Letter of Credit.
If such drawing, other than a Liquidity Drawing, is presented prior to 3:00 P.M., New York, New
York time, on a Business Day, payment shall be made to the account number or address
designated by you of the amount specified, in immediately available funds, by 10:00 A.M., New
York, New York time, on the following Business Day. If any such drawing, other than a
Liquidity Drawing, is presented at or after 3:00 P.M., New York, New York time, on a Business
Day, payment shall be made to the account number or address designated by you of the amount
specified, in immediately available funds, by 1:30 P.M., New York, New York time, on the
following Business Day. If a Liquidity Drawing is presented prior to 12:00 Noon, New York,
New York time, on a Business Day, payment shall be made to the account number or address
designated by you of the amount specified, in immediately available funds, by 2:00 P.M., New
York, New York time, on the same Business Day. If a Liquidity Drawing is presented at or after
12:00 Noon, New York, New York time, payment shall be made to the account number and at
such bank designated by you of the amount specified, in immediately available funds, by 10:00
A.M., New York, New York time, on the following Business Day. Payments made hereunder

E-3
shall be made by wire transfer to you or by deposit into your account with us in accordance with
the instructions specified by the Trustee in the drawing certificate relating to a particular drawing
hereunder. “Business Day” means any day other than a day on which banking institutions in the
city in which the principal corporate trust office of the Trustee or the principal corporate trust
office of the Tender Agent or the principal office of the Remarketing Agent (as defined in the
Indenture) is located, or the city where the office of the Issuing Bank where drawings are made
hereunder is located, are required or authorized by law to remain closed, or other than a day on
which the New York Stock Exchange is closed.

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

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

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

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

E-4
such notice. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.

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

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

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

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

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

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

Very truly yours,

JPMorgan Chase Bank, N.A.

By: ______________________________
Name:
Title:
ANNEX A
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-5

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

Attn: Standby Letter of Credit Unit

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), which has been established by you for the
account of PacifiCorp, an Oregon corporation, in favor of the Trustee.

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

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

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

By:
[Title of Authorized
Representative]
ANNEX B
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-6

NOTICE OF TERMINATION

[Date]

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

Attn: Standby Letter of Credit Unit

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), which has been established by you for the
account of PacifiCorp, an Oregon corporation in favor of the Trustee.

The undersigned hereby certifies and confirms that [(i) no Bonds (as defined in the Letter of
Credit) remain Outstanding within the meaning of the Indenture, (ii) all drawings required to be
made under the Indenture and available under the Letter of Credit have been made and honored,
or (iii) [a Substitute Letter of Credit] [an Alternate Credit Facility] (as defined in the Indenture)
has been provided to replace the Letter of Credit pursuant to the Indenture and Section 4.03(__)
of the Loan Agreement dated as of May 1, 1991, between the Issuer and the Borrower,]* and,
accordingly, the Letter of Credit shall be terminated in accordance with its terms.

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

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

By
[Title of Authorized
Representative]

* Insert appropriate subsection.
ANNEX C
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-7

INTEREST DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

(Signature Page Follows)

ANNEX C
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
(CONTINUED)

E-8
IN WITNESS WHEREOF, this Certificate has been executed this ____ day of
____________________, 20___.

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

By
[Title of Authorized
Representative]
ANNEX D
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-9

REDEMPTION DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

* Insert appropriate subsection.
ANNEX D
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
(CONTINUED)

E-10

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

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

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

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

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

(Signature Page Follows)

* To be included in certificate only if Section 3.11 is referenced in paragraph numbered 2 or 3
above.
ANNEX D
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
(CONTINUED)

E-11
IN WITNESS WHEREOF, this Certificate has been executed this ______ day of
_______________, ______.

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

By
[Title of Authorized
Representative]
ANNEX E
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-12

LIQUIDITY DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”) hereby CERTIFIES as follows with respect to (i) that
certain Irrevocable Transferable Letter of Credit No. CPCS-358995 dated April 18, 2012 (the
“Letter of Credit”), issued by JPMorgan Chase Bank, N.A. (the “Bank”) in favor of the
Beneficiary; (ii) those certain Bonds (as defined in the Letter of Credit); and (iii) that certain
Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

(ii) U.S. $_______________________ is demanded in respect of payment of the
interest portion of the purchase price of such Bonds.

4. The amount of the drawing made by this Certificate was computed in compliance
with the terms and conditions of the Indenture and, when added to the amount of any other
ANNEX E
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
(CONTINUED)

E-13
drawing under the Letter of Credit made simultaneously herewith, does not exceed the Available
Amount (as defined in the Letter of Credit).

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

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

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

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

By
[Title of Authorized
Representative]
ANNEX F
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-14

ACCELERATION DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

(Signature Page Follows)
ANNEX F
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
(CONTINUED)

E-15

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

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

By
[Title of Authorized
Representative]
ANNEX G
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-16

STATED MATURITY DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

(Signature Page Follows)
ANNEX G
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
(CONTINUED)

E-17
IN WITNESS WHEREOF, this Certificate has been executed this _____ day of
___________, _______.

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

By
[Title of Authorized
Representative]
ANNEX H
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-18

REDUCTION CERTIFICATE

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

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

By
[Title of Authorized
Representative]
ANNEX I
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-19

NOTICE OF REDUCTION AMENDMENT

[Date]
CUSIP No. 291147 BW5

The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”) under the Trust Indenture
dated as of May 1, 1991 (the “Indenture”), between
Emery County, Utah (the “Issuer”) and the Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention:

Ladies and Gentlemen:
Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), established by us in your favor as
Beneficiary related to , the U.S. $45,000,000 Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991 issued by the Issuer (the “Bonds”). We hereby notify you that,
in accordance with the terms of the Letter of Credit and the Reimbursement Agreement (as
defined in the Letter of Credit), the Available Amount (as defined in the Letter of Credit) has
been reduced to U.S. $_______________, of which U.S. $_______________ is attributable to
principal and U.S. $_______________ is attributable to interest.

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

JPMorgan Chase Bank, N.A.

By: ______________________________
Name:
Title:

ANNEX J
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-20
REQUEST FOR TRANSFER

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

Attn: Standby Letter of Credit Unit

Re: JPMorgan Chase Bank, N.A. Irrevocable Transferable Letter of Credit No. CPCS-358995 dated April 18, 2012
We, the undersigned “Transferor”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of
Credit (“Credit”) in its entirety to:

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

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

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

The Effective Date shall be the date hereafter on which Transferring Bank effects the requested transfer by acknowledging this
request and giving notice thereof to Transferee.
WE WAIVE ANY RIGHT TO TRIAL BY JURY THAT WE MAY HAVE IN ANY ACTION OR PROCEEDING RELATING
TO OR ARISING OUT OF THIS TRANSFER.
This Request is made subject to ISP98 and is subject to and shall be governed by the laws of the State of New York, without
regard to principles of conflict of laws.
(Signature Page Follows)
ANNEX J
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
(CONTINUED)

E-21

Sincerely yours,

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

________________________________________________
(Transferor’s Authorized Signature)

(Print Authorized Signers Name and Title)

(Telephone Number/Fax Number)

Acknowledged:

(Print Name of Transferee)

(Transferee’s Authorized Signature)

(Print Authorized Signers Name and Title)

(Telephone Number/Fax Number)

Acknowledged as of ___________, 20__:

JPMorgan Chase Bank, N.A.

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

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

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

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

(Telephone Number)

(Date)
ANNEX K
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-22

NOTICE OF EXTENSION AMENDMENT

[Date]
CUSIP No. 291147 BW5

The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”) under the Trust Indenture
dated as of May 1, 1991 (the “Indenture”), between
Emery County, Utah (the “Issuer”) and the Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602

Attention:

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), established by us in your favor as
Beneficiary related to the U.S. $_________ Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1991 issued by the Issuer (the “Bonds”). We hereby notify you that,
in accordance with the terms of the Letter of Credit and the Reimbursement Agreement (as
defined in the Letter of Credit), the Stated Expiration Date (as defined in the Letter of Credit) has
been extended to ___________, 20__.

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

JPMorgan Chase Bank, N.A.

By: ______________________________
Name:
Title:

ANNEX L
TO
JPMORGAN CHASE BANK, N.A.
LETTER OF CREDIT
NO. CPCS-358995
E-23
REINSTATEMENT CERTIFICATE

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

Attn: Standby Letter of Credit Unit

The undersigned individual, a duly authorized representative of The Bank of New York Mellon
Trust Company, N.A. (the “Beneficiary”), hereby CERTIFIES on behalf of the Beneficiary as
follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. CPCS-
358995 dated April 18, 2012 (the “Letter of Credit”), issued by JPMorgan Chase Bank, N.A.
(the “Bank”) in favor of the Beneficiary; (ii) those certain Bonds (as defined in the Letter of
Credit); and (iii) that certain Indenture (as defined in the Letter of Credit):

1. The undersigned is the Trustee under the Indenture.

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

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

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

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

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

By
[Title of Authorized
Representative] (Title)
SUPPLEMENT DATED MARCH 27, 2013 TO SUPPLEMENT DATED APRIL 16, 2012 TO
OFFICIAL STATEMENT DATED JANUARY 13, 1988
$45,000,000
CITY OF FORSYTH, ROSEBUD COUNTY, MONTANA
CUSTOMIZED PURCHASE POLLUTION CONTROL REVENUE REFUNDING BONDS
(PACIFICORP PROJECT)
SERIES 1988
(CUSIP 346668 BG0*)
This Supplement amends and supplements the accompanying Supplement dated April 16, 2012
(the “2012 Supplement”) to the Official Statement dated January 13, 1988 with respect to the
above-captioned bond issue (the “Bonds”).
Effective March 27, 2013, the Letter of Credit will be extended in accordance with its terms to
and will expire on March 27, 2015. The Letter of Credit will not be amended or otherwise changed
except to effect such extension. On March 27, 2013, the Company will transfer its obligations in respect
of the Letter of Credit and related Letter of Credit Agreement described under “THE LETTER OF
CREDIT AND THE CREDIT AGREEMENT—Credit Agreement” in the 2012 Supplement from the
$800,000,000 Amended and Restated Credit Agreement dated July 6, 2006 (as amended by the First
Amendment dated April 15, 2009 and the Second Amendment dated as of January 6, 2012) among the
Company, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent,
and The Royal Bank of Scotland plc, as Syndication Agent, to the $600,000,000 Credit Agreement dated
as of March 27 2013 among the Company, the initial lenders and letter of credit issuers named therein and
JPMorgan Chase Bank, N.A., as administrative agent and as swingline lender (the “2013 Credit
Agreement”). The Letter of Credit Agreement will be amended effective March 27, 2013 to reflect the
transfer of the Company’s obligations thereunder to the 2013 Credit Agreement. From and after
March 27, 2013, the term “Credit Agreement” in the 2012 Supplement shall mean and refer to the
2013 Credit Agreement, and the term “Letter of Credit Agreement” shall mean and refer to the Letter of
Credit Agreement as so amended.
Descriptions of PacifiCorp and of JPMorgan Chase Bank, National Association are attached as
Appendices A and B, respectively, to the 2012 Supplement in lieu of the original Appendices A and B.
The Remarketing Agent has provided the following sentence for inclusion in this Supplement:
The Remarketing Agent has reviewed the information in this Supplement in accordance with, and as part
of, its responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of the transaction, but the Remarketing Agent does not guarantee the accuracy or
completeness of such information.
The Company has approved this Supplement for distribution by the Remarketing Agent to current
Bondholders and potential purchasers of the Bonds. THE ISSUER MAKES NO REPRESENTATION
WITH RESPECT TO AND HAS NOT PARTICIPATED IN THE PREPARATION OF ANY PORTION
OF THIS SUPPLEMENT.
BARCLAYS
as Remarketing Agent

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

-2-
pledged therefor under the Indenture, and shall be a valid claim of the respective holders
thereof only against the Bond Fund (as defined in the Indenture), the Revenues and other
moneys held by the Trustee as part of the Trust Estate (as defined in the Indenture). The
Issuer shall not be obligated to pay the purchase price of Bonds from any source.
No recourse shall be had for the payment of the principal of, or premium, if any, or
interest on any of the Bonds or for any claim based thereon or upon any obligation,
covenant or agreement in the Indenture contained, against any past, present or future
officer or employee of the Issuer, or any incorporator, officer, director or member of any
successor corporation, as such, either directly, or through the Issuer or any successor
corporation, under any rule of law or equity, statute or constitution or by the enforcement
of any assessment or penalty or otherwise, and all such liability of any such incorporator,
officer, director or member as such was expressly waived and released as a condition of
and in consideration for the execution of the Indenture and the issuance of any of the
Bonds.
The Company has exercised its right under the Agreement and the Indenture to terminate
the Letter of Credit, dated September 15, 2004, as amended (the “Prior Letter of Credit”), issued
by BNP Paribas (the “Prior Bank”), which has supported payment of the principal, interest and
purchase price of the Bonds since the date such Prior Letter of Credit was issued. Pursuant to the
Indenture, the Company has elected to replace the Prior Letter of Credit with an Irrevocable
Letter of Credit (the “Letter of Credit”) issued by JPMorgan Chase Bank, National Association
(“JPMorgan”). The Letter of Credit will be delivered to the Trustee on April 18, 2012 (the
“Purchase Date”) and, after such date, the Bonds will not have the benefit of the Prior Letter of
Credit.
All references in the Official Statement (unless expressly stated otherwise) to the
Letter of Credit shall be deemed to refer to the Letter of Credit and not to the Prior Letter
of Credit, and all references to the Bank shall be deemed to refer to JPMorgan and not to
the Prior Bank.
During the Daily, Weekly and Monthly Rate periods, the Trustee will be entitled to draw
under the Letter of Credit up to (a) an amount equal to the principal amount of the Bonds to be
used (i) to pay the principal of the Bonds, (ii) to enable the Trustee to pay the portion of the
purchase price equal to the principal amount of the Bonds delivered or deemed delivered to it for
purchase and not remarketed by the Remarketing Agent, and (iii) to enable the Company to
purchase the Bonds in lieu of redemption under certain circumstances, plus (b) an amount equal
to 65 days’ accrued interest on the Bonds (calculated at an assumed maximum rate of 12% per
annum) (i) to pay interest on the Bonds or (ii) to enable the Trustee to pay the portion of the
purchase price of the Bonds properly delivered for purchase equal to the accrued interest, if any,
on the purchased Bonds.
The Letter of Credit constitutes an Alternate Credit Facility (defined below) under the
Indenture. At any time, the Company may, at its option, provide for the delivery to the Trustee
of an Alternate Credit Facility to replace the Letter of Credit or provide for the termination of the

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

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

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

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

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“Commitment” means (i) with respect to any Syndicate Bank listed on the signature
pages to the Credit Agreement, the amount set forth opposite its name on the commitment
schedule as its Commitment and (ii) with respect to each additional Syndicate Bank or assignee
which becomes a Syndicate Bank pursuant to the Credit Agreement, the amount of the
Commitment thereby assumed by it, in each case as such amount may from time to time be
reduced or increased pursuant to the Credit Agreement.
“Debt” of any Person means at any date, without duplication, (i) all obligations of such
Person for borrower money, (ii) all obligations of such Person evidenced by bonds (other than
surety bonds), debentures, notes or other similar instruments, (iii) all obligations of such Person
to pay the deferred purchase price of property or services, except trade accounts payable arising
in the ordinary course of business, (iv) all Capitalized Lease Obligations (as defined in the Credit
Agreement) of such Person, (v) all non-contingent reimbursement, indemnity or similar
obligations of such Person in respect of amounts paid under a letter of credit, surety bond or
similar instrument, (vi) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (vii) all Debts of others Guaranteed (as defined
in the Credit Agreement) by such Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or
any successor statute.
“ERISA Group” means all members of a controlled group of corporations and all trades
or business (whether or not incorporated) under common control which, together with Company,
are treated as a single employer under Section 414 of the Internal Revenue Code.
“Issuing Bank” means any Syndicate Bank designated by Company that may agree to
issue letters of credit pursuant to an instrument in form reasonably satisfactory to the
Administrative Agent, each in its capacity as an issuer of a letter of credit under the Credit
Agreement.
“Loans” means Committed Loans or Competitive Bid Loans (as such terms are defined
in the Credit Agreement) or any combination of the foregoing pursuant to the Credit Agreement.
“Material Debt” means Debt of the Company arising under a single or series of related
instruments or other agreements exceeding $35,000,000 in principal amount.
“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.
“Person” means any individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.
“Reimbursement Obligations” means all such amounts paid by an Issuing Bank and
remaining unpaid by the Company after the date and time required for payment under the Credit
Agreement.

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

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(h) the Company shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property; or shall consent to any such relief or to the appoint of
or taking possession by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit of creditors, or
shall fail generally to pay its debts as they become due, or shall take any corporate action
to authorize any of the foregoing;
(i) an involuntary case or other proceeding shall be commenced against the
Company seeking liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Company under the federal bankruptcy laws as now or
hereafter in effect;
(j) the Company or any member of the ERISA Group shall fail to pay when
due an amount or amounts aggregating in excess of $25,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of
intent to terminate certain material plans identified in the Credit Agreement (each a
“Material Plan”) shall be filed under Title IV of ERISA by any member of the ERISA
Group, any plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability in excess
of $25,000,000 (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be
instituted by a fiduciary of any multiemployer plan (identified in the Credit Agreement)
against any member of the ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA
in respect of an amount or amounts aggregating in excess of $25,000,000, and such
proceeding shall not have been dismissed within 20 days thereafter; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that
any Material Plan must be terminated; or there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with
respect to, one or more Multiemployer Plans which would cause one or more members of
the ERISA Group to incur a current payment obligation in excess of $25,000,000;
(k) a judgment or order for the payment of money in excess of $25,000,000
shall be rendered against the Company and such judgment or order shall continue
unsatisfied and unstayed for a period of 30 days;
(l) MidAmerican Energy Holdings Company or any wholly-owned subsidiary
thereof that owns common stock of the Company (“MidAmerican”) shall fail to own
(directly or indirectly through one or more Subsidiaries) at least 80% of the outstanding
shares of common stock of the Company; any person or group of persons (within the

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

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

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

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

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Section 103(b)(13) of the 1954 Code), and the interest on the Bonds will not be treated as an
item of tax preference in computing the alternative minimum tax for individuals and corporations
(since the Prior Bonds were issued prior to August 8, 1986). Interest on the Bonds will be taken
into account, however, in computing an adjustment used in determining the alternative minimum
tax for certain corporations. Ownership of the Bonds may result in other federal tax
consequences to certain taxpayers; no opinion was expressed regarding any such collateral
consequences arising with respect to the Bonds. In rendering this opinion, Chapman and Cutler
relied upon a certificate of the Company with respect to certain material facts solely within the
Company’s knowledge relating to the Plant (as defined in the Indenture) and the application of
the proceeds of the Prior Bonds (as defined in the Indenture) and the Bonds.
In addition, such opinion stated that, under present Montana law, interest on the Bonds is
exempt from individual income taxes imposed by the State of Montana.
The failure to comply with certain of such covenants of the Issuer and the Company
could cause the interest on the Bonds to be included in gross income retroactive to the date of
issuance of the Bonds. Chapman and Cutler LLP has made no independent investigation to
confirm that such covenants have been complied with.
Supplemental Opinion. Chapman and Cutler LLP will deliver an opinion in connection
with the delivery of the Letter of Credit to the effect that the delivery of the Letter of Credit (i) is
authorized under the Agreement and complies with the terms thereof and (ii) will not impair the
validity under the Act of the Bonds or will not cause the interest on the Bonds to become
includible in the gross income of the Owners thereof for federal income tax purposes. Except as
necessary to render the foregoing opinions, Chapman and Cutler LLP has not reviewed any
factual or legal matters relating to its opinion dated January 14, 1988 subsequent to its issuance
other than with respect to the Company in connection with (a) the adjustment of the interest rate
on the Bonds described in our opinion dated February 28, 1996, (b) the delivery of an Alternate
Credit Facility, dated as of December 19, 1996, (c) the delivery of an Alternate Credit Facility,
dated as of December 12, 2001, (d) delivery of the Prior Letter of Credit, dated September 15,
2004 and (e) the delivery of the Letter of Credit described herein. The opinion delivered in
connection with delivery of the Letter of Credit is not to be interpreted as a reissuance of the
original approving opinion as of the date of this Supplement to Official Statement.
MISCELLANEOUS
This Supplement to Official Statement has been approved by the Company for
distribution by the Remarketing Agent to current Bondholders and potential purchasers of the
Bonds. THE ISSUER MAKES NO REPRESENTATION WITH RESPECT TO AND HAS NOT
PARTICIPATED IN THE PREPARATION OF ANY PORTION OF THIS SUPPLEMENT TO OFFICIAL
STATEMENT.
APPENDIX A

PACIFICORP
The following information concerning PacifiCorp (the “Company”) has been provided
by representatives of the Company and has not been independently confirmed or verified by the
Remarketing Agent, the Issuer or any other party. No representation is made herein as to the
accuracy, completeness or adequacy of such information or as to the absence of material
adverse changes in the condition of the Company or in such information after the date hereof, or
that the information contained or incorporated herein by reference is correct as of any time after
the date hereof.
The Company, which includes PacifiCorp and its subsidiaries, is a United States
regulated electric company serving 1.8 million retail customers, including residential,
commercial, industrial and other customers in portions of the states of Utah, Oregon, Wyoming,
Washington, Idaho and California. PacifiCorp owns, or has interests in, 75 thermal,
hydroelectric, wind-powered and geothermal generating facilities, with a net owned capacity of
10,597 megawatts. PacifiCorp also owns, or has interests in, electric transmission and
distribution assets, and transmits electricity through approximately 16,200 miles of transmission
lines. PacifiCorp also buys and sells electricity on the wholesale market with other utilities,
energy marketing companies, financial institutions and other market participants as a result of
excess electricity generation or other system balancing activities. The Company is subject to
comprehensive state and federal regulation. The Company’s subsidiaries support its electric
utility operations by providing coal mining services. The Company is an indirect subsidiary of
MidAmerican Energy Holdings Company (“MEHC”), a holding company based in Des Moines,
Iowa, that owns subsidiaries principally engaged in energy businesses. MEHC is a consolidated
subsidiary of Berkshire Hathaway Inc. MEHC controls substantially all of the Company voting
securities, which include both common and preferred stock.
The Company’s operations are exposed to risks, including general economic, political
and business conditions, as well as changes in laws and regulations affecting the Company or the
related industries; changes in, and compliance with, environmental laws, regulations, decisions
and policies that could, among other items, increase operating and capital costs, reduce
generating facility output, accelerate generating facility retirements or delay generating facility
construction or acquisition; the outcome of general rate cases and other proceedings conducted
by regulatory commissions or other governmental and legal bodies and the Company’s ability to
recover costs in rates in a timely manner; changes in economic, industry or weather conditions,
as well as demographic trends, that could affect customer growth and usage, electricity supply or
the Company’s ability to obtain long-term contracts with customers; a high degree of variance
between actual and forecasted load that could impact the Company’s hedging strategy and the
costs of balancing generation resources and wholesale activities with its retail load obligations;
performance and availability of the Company’s generating facilities, including the impacts of
outages and repairs, transmission constraints, weather and operating conditions; hydroelectric
conditions and the cost, feasibility and eventual outcome of hydroelectric relicensing
proceedings, that could have a significant impact on electric capacity and cost and the
Company’s ability to generate electricity; changes in prices, availability and demand for both
A-2
purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel
transportation that could have a significant impact on generation capacity and energy costs; the
financial condition and creditworthiness of the Company’s significant customers and suppliers;
changes in business strategy or development plans; availability, terms and deployment of capital,
including reductions in demand for investment-grade commercial paper, debt securities and other
sources of debt financing and volatility in the London Interbank Offered Rate, the base interest
rate for the Company’s credit facilities; changes in the Company’s credit ratings; the impact of
derivative contracts used to mitigate or manage volume, price and interest rate risk, including
increased collateral requirements, and changes in the commodity prices, interest rates and other
conditions that affect the fair value of derivative contracts; the impact of inflation on costs and
our ability to recover such costs in rates; increases in employee healthcare costs; the impact of
investment performance and changes in interest rates, legislation, healthcare cost trends,
mortality and morbidity on the Company's pension and other postretirement benefits expense and
funding requirements and the multiemployer plans to which the Company contributes;
unanticipated construction delays, changes in costs, receipt of required permits and
authorizations, ability to fund capital projects and other factors that could affect future generating
facilities and infrastructure additions; the impact of new accounting guidance or changes in
current accounting estimates and assumptions on consolidated financial results; other risks or
unforeseen events, including the effects of storms, floods, fires, litigation, wars, terrorism,
embargoes and other catastrophic events; and other business or investment considerations that
may be disclosed from time to time in the Company’s filings with the United States Securities
and Exchange Commission (the “Commission”) or in other publicly disseminated written
documents. See the Incorporated Documents under “Incorporation of Certain Documents by
Reference.”
The principal executive offices of the Company are located at 825 N.E. Multnomah,
Portland, Oregon 97232; the telephone number is [phone]. The Company was initially
incorporated in 1910 under the laws of the state of Maine under the name Pacific Power & Light
Company. In 1984, Pacific Power & Light Company changed its name to PacifiCorp. In 1989,
it merged with Utah Power and Light Company, a Utah corporation, in a transaction wherein
both corporations merged into a newly formed Oregon corporation. The resulting Oregon
corporation was re-named PacifiCorp, which is the operating entity today.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports and other
information with the Commission. Such reports and other information filed by the Company
may be inspected and copied at public reference rooms maintained by the Commission in
Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Company’s filings with the Commission are also available to the
public at the website maintained by the Commission at http://www.sec.gov.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to the
Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
2. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date hereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the filing of the Annual Report on Form 10-K for the fiscal year ended
December 31, 2012 and before the termination of the reoffering made by this Supplement (the
“Supplement”) shall be deemed to be incorporated by reference in this Supplement and to be a
part hereof from the date of filing such documents (such documents and the documents
enumerated above, being hereinafter referred to as the “Incorporated Documents”), provided,
however, that the documents enumerated above and the documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act in each year during
which the reoffering made by this Supplement is in effect before the filing of the Company’s
Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this Supplement or be a part hereof from and after such filing of
such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
The Incorporated Documents are not presented in this Supplement or delivered herewith.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Supplement has been delivered, on the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference therein. Requests for such copies should be
directed to PacifiCorp, 825 N.E. Multnomah, Portland, Oregon 97232, telephone number
[phone]. The information relating to the Company contained in this Supplement does not
purport to be comprehensive and should be read together with the information contained in the
Incorporated Documents.
APPENDIX B
The information under this heading has been provided solely by JPMorgan Chase Bank,
National Association and is believed to be reliable. This information has not been verified
independently by the Issuer, PacifiCorp or the Remarketing Agent. The Issuer, PacifiCorp and
the Remarketing Agent make no representation whatsoever as to the accuracy, adequacy or
completeness of such information.
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
JPMorgan Chase Bank, National Association (the “Bank”) is a wholly owned subsidiary
of JPMorgan Chase & Co., a Delaware corporation whose principal office is located in
New York, New York. The Bank offers a wide range of banking services to its customers, both
domestically and internationally. It is chartered and its business is subject to examination and
regulation by the Office of the Comptroller of the Currency.
As of December 31st, 2012, JPMorgan Chase Bank, National Association, had total
assets of $1,896.8 billion, total net loans of $608.7 billion, total deposits of $1,246.3 billion, and
total stockholder’s equity of $146.3 billion. These figures are extracted from the Bank’s
unaudited Consolidated Reports of Condition and Income (the “Call Report”) as of
December 31st, 2012, prepared in accordance with regulatory instructions that do not in all cases
follow U.S. generally accepted accounting principles. The Call Report including any update to
the above quarterly figures is filed with the Federal Deposit Insurance Corporation and can be
found at www.fdic.gov.
Additional information, including the most recent annual report on Form 10-K for the
year ended December 31, 2011, of JPMorgan Chase & Co., the 2011 Annual Report of
JPMorgan Chase & Co., and additional annual, quarterly and current reports filed with or
furnished to the Securities and Exchange Commission (the “SEC”) by JPMorgan Chase & Co.,
as they become available, may be obtained without charge by each person to whom this Official
Statement is delivered upon the written request of any such person to the Office of the Secretary,
JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 or at the SEC’s website
at www.sec.gov.
________________________________________
The information contained in this Appendix relates to and has been obtained from the
Bank. The delivery of the Supplement shall not create any implication that there has been no
change in the affairs of the Bank since the date hereof, or that the information contained or
referred to in this Appendix is correct as of any time subsequent to its date.

C-1
APPENDIX C

OFFICIAL STATEMENT DATED JANUARY 13, 1988
[This Page Intentionally Left Blank]
.
.
No broker, dealer, salesman or other person has been authorized to give any information or
to make any representations other than those contained in this Official Statement in connection
with the offering made hereby and, if given or made, such information or representations must
not be relied upon as having been authorized by the Issuers, PacifiCorp, The Sumitomo Bank,
Limited, The Industrial Bank of Japan, Limited, Deutsche Bank AG, National Westminster Bank
PLC or the Underwriter. Neither the delivery of this Official Statement nor any sale hereunder
shall under any circumstances create any implication that there has been no change in the affairs
of the Issuers, The Sumitomo Bank, Limited, The Industrial Bank of Japan, Limited, Deutsche
Bank AG, National Westminster Bank PLC or PacifiCorp since the date hereof. None of the Issuers
has or will assume any responsibility as to the accuracy or completeness of the information in
this Official Statement, other than that relating to itself under the caption “THE ISSUERS,” all of
which has been furnished by others. Upon issuance, the Bonds of each issue will not be registered
under the Securities Act of 1933, as amended, and will not be listed on any stock or other securities
exchange. Neither the Securities and Exchange Commission nor any other federal, state,
municipal or other governmental entity will have passed upon the accuracy or adequacy of this
Official Statement or, other than the respective Issuers, approved the Bonds of each issue for sale.
TABLE OF CONTENTS
Introductory Statement...........................................
The Issuers ._...................................................
TheBonds.......................................................
The Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .._..........
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous....................................................
APPENDIX A-PacifiCorp
APPENDIX B-The Sumitomo Bank, Limited
APPENDIX C-The Industrial Bank of Japan, Limited
APPENDIX D-Deutsche Bank AG
APPENDIX E-National Westminster Bank PLC
APPENDIX F-Alternative Interest Rates
Page
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5
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21
26
27
28
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IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
2
$164,700,000
Customized Purchase Pollution Control
Revenue Refunding Bonds
(PacifiCorp Projects)
INTRODUCTORYSTATEMENT
This Official Statement is provided to furnish certain information with respect to the offer by the
respective issuers named below (individually, the “Issuer,” and collectively, the “Issuers”) of five
separate issues of revenue refunding bonds (collectively, the “Bonds”) in the aggregate principal
amount of $164,700,000, as follows:
(i) $17,000,000 Converse County, Wyoming Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series I988 (the “Converse Bonds”);
(ii) $45,000,000 City of Forsyth, Rosebud County, Montana Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988 (the “Forsyth Bonds”);
(iii) $41,200,000 City of Gillette, Campbell County, Wyoming Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988 (the “Gillette Bonds”);
(iv) $50,000,000 Sweetwater County, Wyoming Customized Purchase Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 19888 (the “Sweetwater Series A Bonds”);
and
(v) $11,500,000 Sweetwater County, Wyoming Customized Purchase Pollution Control
Revenue Refunding Bonds (PacifiCorp Project) Series 1988B (the “Sweetwater Series B Bonds,”
and, together with the Sweetwater Series A Bonds, the “Sweetwater Bonds”).
Each issue of Bonds is being issued pursuant to a separate Trust Indenture dated as of January 1,
1988 (individually, an “Indenture,” and collectively, the “Indentures”) between the respective Issuer
and The First National Bank of Chicago, as Trustee (the “Trustee”). The proceeds from the sale of
the Bonds will be loaned to PacifiCorp (formerly Pacific Power & Light Company) (the “Company”)
pursuant to the terms of a separate Loan Agreement for each issue of Bonds dated as of January 1,
1988 (individually, an “Agreement,” and collectively, the “Agreements”) and used, together with
certain other moneys, to provide for the refunding (the “Refunding”) of the outstanding bonds
(collectively, the “Prior Bonds”) of each of the following issues of bonds: (a) in the case of the Converse
Bonds, the $17,000,000 Converse County, Wyoming, Floating Rate Monthly Demand Pollution Control
Refunding Revenue Bonds (PacifiCorp Project) Series 1984, previously issued to refund certain bonds
of Converse County, Wyoming (“Converse”), the proceeds of which were used to finance a portion
of the costs of the acquisition, construction, improvement and installation of certain air and water
pollution control facilities located at the Dave Johnston coal-fired, steam electric generating plant in
Converse County, Wyoming; (b) in the case of the Forsyth Bonds, the $45,000,000 City of Forsyth,
Rosebud County, Montana, Floating Rate Monthly Demand Pollution Control Revenue Bonds (Pacific
Power & Light Company Colstrip Project) Series 1981, the proceeds of which were used to finance
a portion of the cost of the Company’s undivided interest in the acquisition and improvement of certain
air and water pollution control and solid waste disposal facilities at the Colstrip coal-fired, steam
electric generating plant located near the City of Forsyth (“Forsyth”) in Rosebud County, Montana;
(c) in the case of the Gillette Bonds, the $41,295,000 outstanding principal amount of the City of Gillette,
Campbell County, Wyoming, Pollution Control Revenue Bonds (Pacific Power & Light Company
Project) Series 1984, the proceeds of which were used to finance a portion of the cost of the Company’s
undivided interest in the acquisition. and improvement of certain air and water pollution control
facilities at the Wyodak coal-fired, steam electric generating plant located near the City of Gillette
(“Gillette”) in Campbell County, Wyoming; and (d) in the case of the Sweetwater Series A Bonds and
the Sweetwater Series B Bonds, respectively, the $50,000,000 Sweetwater County, Wyoming, Floating
3
Rate Monthly Demand Pollution Control Revenue Bonds (Pacific Power & Light Company Project)
Series 1983 and the $11,500,000 Sweetwater County, Wyoming, Floating Rate Monthly Demand
Pollution Control Refunding Revenue Bonds (PacifiCorp Project) Series 1984, the proceeds of which
were used, respectively, to finance a portion of the Company’s undivided interest (the “Sweetwater
Project”) in the acquisition and improvement of certain air and water pollution control facilities at
the Jim Bridger coal-fired, steam electric generating plant located near Rock Springs in Sweetwater
County, Wyoming (“Sweetwater”), and to refund certain prior bond issues of Sweetwater, the proceeds
of which were used to finance a portion of the Sweetwater Project.
The Bonds of each issue will be limited, and not general, obligations of the Issuer thereof as
described under the caption “THE BONDS-Limited Obligations.” Under the Agreements, the
Company is unconditionally obligated to pay amounts sufficient to provide for payment of the principal
of, premium, if any, and interest on the Bonds (the “Loan Payments”) and for payment of the purchase
price of the Bonds.
The Bonds of each issue will be secured under a separate irrevocable Letter of Credit (individually,
the “Letter of Credit,” and, collectively, the “Letters of Credit”). The Converse Bonds will be secured
by an irrevocable Letter of Credit to be issued by The Sumitomo Bank, Limited, a bank organized
under the laws of Japan, acting through its Seattle Branch. The Forsyth Bonds will be secured by
an irrevocable Letter of Credit to be issued by The Industrial Bank of Japan, Limited, a bank organized
under the laws of Japan, acting through its Los Angeles Agency. The Gillette Bonds will be secured
by an irrevocable Letter of Credit to be issued by Deutsche Bank AG, a bank organized under the
laws of the Federal Republic of Germany, acting through its New York Branch, and the two issues
of Sweetwater Bonds will be respectively secured by separate irrevocable Letters of Credit to be issued
by National Westminster Bank PLC, a bank organized under the laws of England, acting through
its San Francisco Overseas Branch. The Sumitomo Bank, Limited, The Industrial Bank of Japan,
Limited, Deutsche Bank AG and National Westminster Bank PLC are hereafter referred to
individually as the “Bank” and, collectively, as the “Banks.” With respect to the Bonds of each issue,
the Trustee will be entitled to draw under the related Letter of Credit up to (a) an amount equal to
the principal amount of such Bonds to be used (i) to pay the principal of such Bonds, (ii) to enable
E. F. Hutton & Company Inc., as Remarketing Agent (the “Remarketing Agent”), to pay the portion
of the purchase price equal to the principal amount of such Bonds delivered or deemed delivered to
it for purchase and not remarketed, (iii) to enable the Trustee to pay the portion of the purchase price
equal to the principal amount of such Bonds delivered or deemed delivered to it for purchase, (iv) to
enable the Trustee to pay the purchase price of Bonds not retained by an Owner on a CP Date (as
hereafter defined) or (v) to enable the Company to purchase such Bonds in lieu of redemption under
certain circumstances, plus (b) an amount equal to 294 days’ accrued interest on such Bonds (calculated
at an assumed maximum rate of 12% per annum), (i) to pay interest on such Bonds or (ii) to enable
the Trustee or the Remarketing Agent to pay the portion of the purchase price of such Bonds properly
delivered for purchase equal to the accrued interest, if any, on such Bonds. The Company is permitted
under the Agreements and the Indentures to provide a letter of credit (the “Substitute Letter of
Credit”) issued by the same Bank which issued the Letter of Credit in substitution for which the
Substitute Letter of Credit is to be provided and which is identical to such Letter of Credit except
for (i) an increase or decrease in the Interest Coverage Rate (as hereafter defined), (ii) an increase
or decrease in the Interest Coverage Period (as hereafter defined) or (iii) any combination of (i) and
(ii). As used hereafter, “Letter of Credit” shall, unless the context otherwise requires, mean such
Substitute Letter of Credit from and after the issuance date thereof. The Company also is permitted
under the Agreements and Indentures to provide for the delivery of an alternate credit facility,
including a letter of credit of a commercial bank or a credit facility from a financial institution, or
- any other credit support agreement or mechanism arranged by the Company (which may involve a
letter of credit or other credit facility or first mortgage bonds of the Company or an insurance policy),
the administration provisions of which are acceptable to the Trustee (an “Alternate Credit Facility”),
to replace a Letter of Credit or provide for the termination of a Letter of Credit or any Alternate
Credit Facility then in effect. The entity (other than the Company) obligated to make payments under
an Alternate Credit Facility shall be referred to hereafter as the “Obligor on the Alternate Credit
Facility.” See “THE LE'ITERS OF CREDIT" and “THE BONDS-Purchase of Bonds.”
4
The Bonds of each issue contain substantially the same terms and provisions as, but will be
entirely separate from, the Bonds of the other issues. The Bonds of one issue will not be payable from
or entitled to any revenues delivered to the Trustee in respect of Bonds of the other issues. The
mechanism for determining the interest rate may result in a rate for the Bonds of one issue different
from that of the Bonds of the other issues. Redemption of the Bonds of one issue may be made in
the manner described below without redemption of the other issues, and a default in respect of the
Bonds of one issue will not of itself constitute a default in respect of the Bonds of the other issues; ,
however, the same occurrence may constitute a default with respect to the Bonds of more than one
issue.
Brief descriptions of the Issuers, the Bonds, the Letters of Credit, the method by which the interest
rate on the Bonds is changed, the Agreements and the Indentures are included in this Official
Statement, including Appendix F hereto. Information regarding the business, properties and financial
condition of the Company is included in Appendix A attached hereto. Brief descriptions of The
Sumitomo Bank, Limited, The Industrial Bank of Japan, Limited, Deutsche Bank AG and National
Westminster Bank PLC are included as Appendices B, C, D and E, respectively, hereto. The
descriptions herein of the Agreements, the Indentures and the Letters of Credit are qualified in their
entirety by reference to such documents, and the descriptions herein of the Bonds are qualified in
their entirety by reference to the forms thereof and the information with respect thereto included
in the aforesaid documents. All such descriptions are further qualified in their entirety by reference
to laws and principles of equity relating to or affecting the enforcement of creditors’ rights generally.
Copies of such documents may be obtained from the principal corporate trust office of the Trustee
in Chicago, Illinois and, during the initial offering period, at the principal offices of E. F. Hutton &
Company Inc. and of Shearson Lehman Brothers Inc. in New York, New York.
THE ISSUERS
Forsyth is a municipal corporation and political subdivision duly organized and existing under
the Constitution and laws of the State of Montana. Forsyth is authorized by Sections 90-5-101 through
90-5-114, inclusive, of the Montana Code Annotated, as amended (the “Montana Act”), to issue the
Forsyth Bonds for the purpose of refunding all of the related Prior Bonds, to enter into the related
Indenture and the related Agreement and to secure such Bonds by an assignment to the Trustee of
the payments to be made by the Company under the related Agreement and a pledge of other moneys
deposited with the Trustee under the related Indenture.
Gillette is a municipal corporation and political subdivision, and Converse and Sweetwater are
political subdivisions, duly organized and existing under the Constitution and laws of the State of
Wyoming. Pursuant to Sections 15-l-701 to X3-1-710, inclusive, of the Wyoming Statutes (1977), as
amended (the “Wyoming Act”), Gillette, Converse and Sweetwater are authorized to issue their
respective Bonds for the purpose of refunding all or a portion of the related Prior Bonds, to enter
into the related Indenture and the related Agreement and to secure such Bonds by an assignment
to the Trustee of the payments to be made by the Company under the related Agreement and a pledge
of other moneys deposited with the Trustee under the related Indenture.
The Montana Act and the Wyoming Act are hereafter referred to collectively as the “Act.”
The Bonds will be limited obligations of the respective Issuers as described under the caption
“THE BONDS-Limited Obligations.”
THE BONDS
The Bonds of each issue will be independent of the others, and a default in respect of one issue
will not of itself constitute a default in respect of the other issues; however, the same occurrence
may constitute a default with respect to more than one issue. The five issues of Bonds contain
substantially the same terms and provisions, and the following is a summary of certain provisions
common to the Bonds of the five issues. Reference is hereby made to the Bonds in their entirety for
the detailed provisions thereof. All references in this description are to the documents or the Letters
of Credit (or Alternate Credit Facilities) corresponding to the respective issues of Bonds.
5
General
The Bonds will be dated January 1,1988 and will mature as set forth on the cover page hereof.
Bonds authenticated prior to the first Interest Payment Date (as hereafter described) shall bear
interest from the date of the first authentication and delivery of Bonds. Bonds authenticated on or
after the first Interest Payment Date thereon shall bear interest from the Interest Payment Date
next preceding the date of authentication thereof (except that if the Bonds bear interest at a Daily
Interest Rate, as hereafter described, the Bonds shall bear interest from the day next succeeding the
Interest Accrual Date, as hereafter described, next preceding such date of authentication), unless such
date of authentication shall be an Interest Payment Date to which interest on the Bonds has been
paid in full or duly provided for, in which case they shall bear interest from such date of authentication
(or, if the Bonds bear interest at a Daily Interest Rate, from the day next succeeding the Interest
Accrual Date next preceding such date of authentication); provided that if, as shown by the records
of the Registrar (as hereinafter defined) interest on the Bonds shall be in default, Bonds issued in
exchange for or upon the registration of transfer of Bonds shall bear interest from the date to which
interest has been paid in full on the Bonds or, if no interest has been paid on the Bonds, the date of
the first authentication and delivery of fully executed and authenticated Bonds under the Indenture.
Each Bond shall bear interest on overdue principal and, to the extent permitted by law, on overdue
premium, if any, and interest at the rates of interest borne by the Bonds during such time.
The First National Bank of Chicago is Trustee and Registrar under the Indenture and has its
corporate trust office in Chicago, Illinois. First Chicago Trust Company of New York has been
appointed agent of the Registrar under the Indenture. The Registrar may be removed or replaced
by the Issuer at the direction of the Company.
Principal of, premium, if any, and interest on the Bonds are payable at the place or places and
in the manner specified on the cover page of this Official Statement. Bonds may be transferred or
exchanged for Bonds of authorized denominations at the corporate trust office in New York, New
York of First Chicago Trust Company of New York, as agent of the Registrar, without cost, except
for any tax or other governmental charge.
E. F. Hutton & Company Inc. has, at the direction of the Company, been appointed Remarketing
Agent under the Indenture. The principal office of E. F. Hutton & Company Inc. is located in New
York, New York. The Remarketing Agent may be removed or replaced by the Issuer at the direction
of the Company and with the written consent of the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) and the Issuer. For a description of the proposed acquisition of
E. F. Hutton & Company Inc. by Shearson Lehman Brothers Inc. and of Shearson Lehman Brothers
Inc. as successor Remarketing Agent, see the caption “UNDERWRITING” herein.
Interest on the Bonds
CP Rate. The Bonds shall initially bear interest at a CP Rate not exceeding 12% per annum,
which is, with respect to each Bond for a CP Period, an interest rate on such Bond established as
hereafter described. Such interest will be payable on the CP Date for such Bond. “CP Date” means,
with respect to each Bond, the day next succeeding the last day of a CP Period. “CP Period” means,
with respect to each Bond, each consecutive period (one to no more than 270 days, or one to 365 or
366 days, as applicable to a particular year, as determined by the Company, as described under the
caption “THE LETTERS OF CREDIT-Substitute Letter of Credit”) established pursuant to the Indenture
during which such Bond shall bear interest at a particular CP Rate. “CP Date Parameters” means
the parameters stated in Exhibit E to the Indenture regarding allowable CP Periods. On the date
interest starts to accrue on the Bonds at a CP Rate and on each CP Date thereafter, except any CP
Date that is a Conversion Date, the Remarketing Agent shall determine for each CP Period allowable
under the CP Date Parameters the interest rate which, in the judgment of the Remarketing Agent,
when borne by a Bond having such a CP Period would be the minimum interest rate necessary to
- enable the Remarketing Agent to sell such Bond on such date at a price equal to the principal
amount thereof.
Each Bond shall bear interest during the CP Period selected for such Bond at a rate per annum
equal to the interest rate determined as described above for such CP Period, or, in the event such
Bond is not remarketed, the CP Rate shall be the CP Rate equal to the interest rate for the shortest
allowable CP Period under the CP Date Parameters. If for any reason a CP Rate is not established
6
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any CP Period, the CP Rate for such CP Period
shall equal the Floating Interest Index (as defined in the Indenture) determined by the Indexing Agent
(as defined in the Indenture) as of the date such CP Rate was to have been determined.
Conversion to Alternative Rates. The method of determining interest payable on the Bonds
may be converted from a CP Rate to another Floating Interest Rate (a Daily Interest Rate, a Weekly
Interest Rate or a Monthly Interest Rate), a Tender Interest Rate or a Fixed Interest Rate (as each-
of those terms is described in Appendix F hereto) or from any such method of determination to any
other method of determination under the conditions described below under the caption “CONVERSION
OF RATE.” The date on which the method of determining the interest on the Bonds is converted to
another method is a “Conversion Date.” Certain terms applicable to the Bonds at such time as the
Bonds are not bearing interest at a CP Rate are described in Appendix F hereto.
Payment and Accrual of interest. The Bonds shall bear interest from and including the date
of first authentication and delivery thereof until payment of the principal or redemption price thereof
shall have been made or provided for in accordance with the provisions of the Indenture, whether
at maturity, upon redemption, acceleration or otherwise, at the lesser of (i) the Maximum Rate (as
hereafter defined) or (ii) the rate determined as described under the caption “THE BONDS-Interest
on the Bonds” and in Appendix F hereto. “Maximum Rate” means (i) while a Letter of Credit (or an
Alternate Credit Facility, if applicable) is outstanding, the lesser of 20% per annum or the Interest
Coverage Rate and (ii) at all other times, 20% per annum. “Interest Coverage Rate” means the rate
specified in the Letter of Credit (or an Alternate Credit Facility, if applicable), initially 12%, which
is used to determine the maximum amount that can be drawn to pay interest on the Bonds (or the
portion of the purchase price corresponding to accrued interest) (the “Interest Component”) for the
number of days specified in the Letter of Credit (the “Interest Coverage Period”), initially 294 days.
Interest accrued on the Bonds during each Interest Period (as hereafter described) shall be paid
to the Owner as of the Record Date (as hereafter described) on the next succeeding Interest Payment
Date and, while the Bonds bear a Floating Interest Rate, computed on the basis of a year of 365 or
366 days, as applicable to a particular year, for the actual number of days elapsed and, while the Bonds
bear a Fixed Interest Rate or a Tender Interest Rate, computed on the basis of a year of 360 days
consisting of twelve 30-day months.
“Authorized Denomination” means (i) $100,000 while the Bonds bear interest at a Floating Interest
Rate and (ii) $5,000 while the Bonds bear interest at a Tender Interest Rate or a Fixed Interest Rate
and, in all cases, integral multiples thereof.
“Business Day” means a day on which banks located in the city in which the principal office of
the Bank (or of the Obligor on the Alternate Credit Facility, as the case may be) is located and banks
located in the city in which the principal office of the Trustee is located are not required or authorized
by law to remain closed and are not closed, and on which The New York Stock Exchange and the
principal office of the Remarketing Agent are not closed.
“Interest Accrual Date” means, with respect to any Interest Period (i) during which interest on
the Bonds accrues at a CP Rate, the last day of the applicable CP Period, (ii) during which interest
on the Bonds accrues at a Daily Interest Rate, the last day of the calendar month, (iii) during which
interest on the Bonds accrues at the Weekly Interest Rate or the Monthly Interest Rate (as hereafter
described), the day next preceding the first Business Day of the next succeeding calendar month and
(iv) during which interest on the Bonds accrues at a Tender Interest Rate or at a Fixed Interest Rate,
the day next preceding January 1 and July 1 of each year.
“Interest Payment Date” means (a) during such time as the Bonds bear a Daily Interest Rate,
the fifth day after the Interest Accrual Date, (b) during such time as the Bonds bear interest
determined by any other method, the day next succeeding the Interest Accrual Date and (c) any
Conversion Date.
“Interest Period” means the period from and including the date interest starts to accrue on the
Bonds pursuant to a particular method of calculating interest to and including the next succeeding
Interest Accrual Date and each succeeding period from the day next succeeding such Interest Accrual
7
Date to and including (i) the next succeeding Interest Accrual Date or (ii) if earlier, the day next
preceding a Conversion Date.
“Owner” means the person or persons in whose name any Bond is registered on the books of
the Issuer maintained by the Registrar.
“Record Date” means (a) when a Bond bears interest at a CP Rate, the third day next preceding
the Interest Accrual Date, except for a Bond with a CP Period of less than four days, in which case
the Record Date means the first day of such CP Period; (b) when the Bonds bear interest at a Daily
Interest Rate, the Interest Accrual Date; (c) when the Bonds bear interest at a Weekly Interest Rate,
the day on which the Weekly Interest Rate applicable to the Interest Accrual Date is determined;
(d) when the Bonds bear interest at a Monthly Interest Rate, the third day next preceding the Interest
Accrual Date; and (e) when the Bonds bear a Tender Interest Rate or a Fixed Interest Rate, the
fifteenth day of the calendar month next preceding any Interest Payment Date.
Purchase of Bonds
Purchase While Bonds Bear CP Rate. On the CP Date with respect to a Bond, such Bond shall
be purchased at a purchase price equal to the principal amount thereof upon delivery of the Bond
(with all necessary endorsements) to the Remarketing Agent. If the Owner elects not to have his Bond
purchased on such CP Date, the Owner shall give telephonic or written notice to the Remarketing
Agent not later than 1O:OO a.m., New York, New York time, on the Business Day next preceding the
CP Date stating that the Owner elects not to have his Bond purchased on such CP Date and stating
the next CP Period (which shall be within the CP Date Parameters) for such Bond, in which event
and upon receipt of appropriate information confirmed in writing from the Remarketing Agent, the
Trustee shall issue a new Bond to such Owner reflecting the next CP Period in exchange for the Bond
then held by such Owner. Bonds to be purchased which are not delivered by the Owner thereof shall
be deemed to have been delivered by the Owner thereof for purchase and to have been purchased,
provided that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Moneys deposited with
the Trustee for such purchase of Bonds shall be held in trust in a separate escrow account without
liability for interest thereon and shall be paid to the Owners of such Bonds upon presentation thereof.
The Trustee shall on the last day of each month give written notice to the Company whether Bonds
have not been delivered, and upon direction to do so by the Company, the Trustee shall give notice
by mail to each Owner whose Bonds are deemed to have been purchased that such moneys are on
deposit at the principal office of the Trustee and that interest on such Bonds ceased to accrue on the
applicable CP Date.
While Bonds Bear Alternative Rates. While a Bond bears a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, such Bond will be purchased on
the demand of the Owner thereof, as described in Appendix F hereto.
Funds for Purchase of Bonds. On the date on which Bonds delivered to the Remarketing Agent
or the Trustee for purchase as specified above under “THE BONDS-Purchase of Bonds-Purchase
While Bonds Bear CP Rate” or as described in Appendix F hereto are to be purchased, such Bonds
shall be purchased with immediately available funds at a purchase price equal to the principal amount
thereof, plus accrued interest, if any. Funds for the payment of such purchase price shall be derived
solely from the following sources in the order of priority indicated, neither the Trustee nor the
Remarketing Agent being obligated to use funds from any other source:
(a) Available Moneys (as hereinafter defined) directed by the Company to be used to purchase
Bonds as described in the Indenture;
(b) proceeds of the sale of such Bonds by the Remarketing Agent;
(c) Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds;
(d) proceeds of a drawing under the Letter of Credit or an Alternate Credit Facility, as the
case may be, for such purchase; and
(e) any other moneys furnished by the Company for purchase of the Bonds;
8
provided, however, that funds for the payment of the purchase price of defeased Bonds shall be derived
only from the sources described in (b) and (c) above, in such order of priority.
“Available Moneys” means (a) during such time as a Letter of Credit or an Alternate Credit
Facility which does not consist of first mortgage bonds of the Company is outstanding, (i) moneys
on deposit in trust with the Trustee for a period of 123 days prior to and during which no petition
in bankruptcy or similar insolvency proceeding has been filed by or against the Company or the Issuer
or is pending, (ii) proceeds of the issuance of refunding bonds if, in the written opinion of nationally
recognized counsel experienced in bankruptcy matters and acceptable to the Issuer and the Trustee
(which opinion shall be delivered to the Trustee at or prior to the time of the deposit of such proceeds
with the Trustee), the deposit and use of such proceeds will not constitute a voidable preference under
Section 547 of the United States Bankruptcy Code in the event the Issuer or the Company were to
become debtors under the United States Bankruptcy Code and (iii) any other money (x) approved in
writing by Moody’s Investors Service (“Moody’s”), if the Bonds are then rated by Moody’s, and
Standard and Poor’s Corporation (“S&P”), if the Bonds are then rated by S&P and (y) the application
of which will not, in the written opinion of nationally recognized counsel experienced in bankruptcy
matters and acceptable to the Issuer and the Trustee (which opinion shall be delivered to the Trustee
at or prior to the time of such application), constitute a voidable preference under Section 544 or 547
of the United States Bankruptcy Code in the event the Issuer or the Company were to become debtors
under the United States Bankruptcy Code, and (b) at any time that a Letter of Credit or an Alternate
Credit Facility is not outstanding, or if an Alternate Credit Facility consisting of first mortgage bonds
of the Company is outstanding, any moneys on deposit with the Trustee and proceeds from the
investment thereof.
Remarketing of Bonds
While the Bonds bear interest at a CP Rate, the Remarketing Agent shall offer for sale and use
its best efforts to remarket any Bond to be purchased on a CP Date on such CP Date, any such
remarketing to be made at a price equal to the principal amount thereof and for such CP Periods
as are available within the CP Date Parameters. In the event more than one prospective purchaser
has offered to purchase a Bond on a CP Date, the Remarketing Agent shall remarket the Bond to
the purchaser from among such prospective purchasers who has selected the next CP Period for such
Bond which will, in the Remarketing Agent’s judgment, taking into consideration the overall yield
curve determined as of such CP Date and projected market conditions during the 270 days or 365 or
366 days, as applicable to a particular year (depending on the maximum length of the then current
Interest Coverage Period), next succeeding such CP Date, be the most beneficial for the financing
program while the Bonds bear interest at a CP Rate. If a Bond cannot be remarketed, the CP Date
for such Bond shall be the next Business Day. While Bonds bear a Daily Interest Rate, a Weekly
Interest Rate, a Monthly Interest Rate or a Tender Interest Rate, the Remarketing Agent will offer
for sale and use its best efforts to remarket Bonds to be purchased on the dates and at the purchase
prices as described in this Official Statement.
No Purchases or Sales After Certain Defaults. Anything in the Indenture to the contrary
notwithstanding, (i) at any time when neither the Letter of Credit nor an Alternate Credit Facility,
as the case may be, is outstanding, there shall be no purchases or sales of Bonds as described above,
and (ii) at any time during which the Letter of Credit or an Alternate Credit Facility, as the case may
be, is outstanding, there shall be no sales of Bonds, if, in either case, there shall have occurred and
not have been cured or waived an Event of Default described in paragraph (a), (b), (c), (d) or (e) under
the caption “THE INDENTURES-Defaults” of which the Remarketing Agent and the Trustee have
actual knowledge.
Limited Obligations
The Bonds, together with the premium, if any, and interest thereon, are limited, and not general,
ob!igations of the Issuer not constituting or giving rise to a pecuniary liability of the Issuer or any
charge against its general credit or taxing powers nor an indebtedness of or a loan of credit thereof
and shall be payable solely from the revenues to be received by the Issuer under the Agreement and
from any other moneys made available to the Issuer for such purpose, including moneys drawn under
the Letter of Credit or an Alternate Credit Facility, as the case may be. The Issuer shall not be obligated
to pay the purchase price of the Bonds from any source.
9
Mandatory Redemption of Bonds
While the Bonds bear interest at a Tender Interest Rate or at a Fixed Interest Rate, the Bonds
are subject to mandatory redemption in whole or in part at the principal amount thereof plus accrued
interest to the date of redemption within 180 days following a “Determination of Taxability” as
described below. The Bonds shall be redeemed either in whole or in part in such principal amount
that the interest payable on the Bonds remaining outstanding after s;lch redemption would not be
included in the gross income of any Owner thereof, other than an Owner of a Bond who is a “substantial
user” of the Facilities (as hereafter defined) or a “related person” within the meaning of Section
103(b)(13) of the Internal Revenue Code of 1954, as amended (the “1954 Code”).
A “Determination of Taxability” shall be deemed to have occurred if, as a result of an Event of
Taxability (as defined below), a final decree or judgment of any federal court or a final action of the
Internal Revenue Service determines that interest paid or payable on any Bond is or was includible
in the gross income of an Owner of the Bonds for federal income tax purposes under the Internal
Revenue Code of 1986 (the “Code”) (other than an Owner who is a “substantial user” or “related
person” within the meaning of Section 103(b)(13) of the 1954 Code). However, no such decree or action
will be considered final for this purpose unless the Company has been given written notice and, if
it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either
directly or in the name of any Owner of a Bond, and until conclusion of any appellate review, if sought.
If the Trustee receives written notice from any Owner stating (i) that the Owner has been notified
in writing by the Internal Revenue Service that it proposes to include the interest on any Bond in
the gross income of such Owner for the reasons described therein or any other proceeding has been
instituted against such Owner which may lead to a final decree or action as described in the Agreement,
and (ii) that such Owner will afford the Company the opportunity to contest the same, either directly
or in the name of the Owner, until a conclusion of any appellate review, if sought, then the Trustee
shall promptly give notice thereof to the Company, the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be), the Issuer and the Owner of each Bond then outstanding. If a final decree
or action as described above thereafter occurs and the Trustee has received written notice thereof
at least 45 days prior to the redemption date, the Trustee shall make the required demand for
prepayment of the amounts payable under the Agreement and prepayment of the Bonds and give
notice of the redemption of the Bonds at the earliest practical date, but not later than the date specified
in the Agreement, and in the manner provided by the Indenture.
An “Event of Taxability” means the failure of the Company to observe any covenant, agreement
or representation in the Agreement, which failure results in a Determination of Taxability.
A DETERMINATION OF TAXABILITY MAY NOT OCCUR FOR A SUBSTANTIAL PERIOD
OF TIME AFTER INTEREST FIRST BECOMES INCLUDIBLE IN THE GROSS INCOME OF
OWNERS OF THE BONDS. IN SUCH EVENT, THE TAX LIABILITY OF OWNERS OF THE
BONDS MAY EXTEND TO YEARS FOR WHICH INTEREST WAS RECEIVED ON THE BONDS
AND FOR WHICH THE RELEVANT STATUTE OF LIMITATIONS HAS NOT YET RUN.
MOREOVER, OWNERS OF BONDS WILL NOT RECEIVE ANY ADDITIONAL INTEREST,
PREMIUM OR OTHER PAYMENT TO COMPENSATE THEM FOR FEDERAL INCOME TAXES,
INTEREST AND PENALTIES WHICH MAY BE ASSESSED WITH RESPECT TO SUCH
INTEREST.
Optional Redemption of Bonds
(a) During any CP Period, the Bonds shall be subject to optional redemption on any Business
Day by the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction
of the Company (but only with the timely written consent of the Bank or of the Obligor on the Alternate
-Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, on
30 days’ prior notice from the Company to the Issuer and the Trustee.
(b) While the Bonds bear interest at a Daily Interest Rate, a Weekly Interest Rate or a Monthly
Interest Rate, the Bonds shall be subject to optional redemption on any Interest Payment Date by
the Issuer, in whole or in part (and if in part, in an Authorized Denomination), at the direction of the
Company (but only with the timely written consent of the Bank or of the Obliger on the Alternate
10
Credit Facility, as the case may be), at the principal amount thereof plus accrued interest, if any, with
30 days’ prior notice from the Company to the Issuer and the Trustee.
(c) While the Bonds bear interest at a Fixed Interest Rate or at a Tender Interest Rate, the Bonds
shall be subject to optional redemption on any Interest Payment Date by the Issuer, in whole or in
part (and if in part, in an Authorized Denomination), at the direction of the Company (but only with
the timely written consent of the Bank or of the Obligor on the Alternate Credit Facility, as the case
may be), with 30 days’ prior notice from the Company to the Issuer and the Trustee; provided, however, _
that the Bonds shall not be redeemable during the No-Call Period shown below, which shall begin
on the first day of the Fixed Rate Period or Tender Period. On and during the six months after the
Interest Payment Date that ends the No-Call Period (or the next succeeding Interest Payment Date,
if the No-Call Period does not end on an Interest Payment Date), the Bonds shall be redeemable at
the percentage of their principal amount shown in the Initial Redemption Price column plus interest
accrued to the redemption date. The redemption price shall decline semiannually by the amount shown
in the SemiAnnual Reduction in Redemption Price column until the Bonds shall be redeemable without
premium in the year or portion of a year indicated in the No Premium column and in any later years
or periods in the Fixed Rate Period or Tender Period.
Fixed Rate Period
or Tender Period
Equal to or Greater But Less Than Than
18 Years N/A
12 Years 18 Years
9 Years 12 Years
7 Years 9 Years
5 Years 7 Years
3 Years 5 Years
2 Years 3 Years
1 Year 2 Years
6 Months 1 Year
No-Call
Period
5 Years
5 Years
5 Years
5 Years
3 Years
2 Years
1 Year
6 Months
6 Months
Initial
Redemption Price
103 %
103
102
101
101
lOO’i2
loo’/4
loo’/8
100
SemiAnnual
Reduction in
Red;.eF;ion
l/z%
?h
Y2
l/z
‘Ii
‘A
l/4
‘43
N/A
No Premium
9th Year .
9th Year
8th Year
7th Year
5th Year
4th Year
18th Month
12th Month
N/A
If the Fixed Rate Period or Tender Period is less than six months, the Bonds will not be redeemable
pursuant to this subparagraph. While a Letter of Credit or an Alternate Credit Facility is outstanding,
the Company may only cause a redemption of Bonds pursuant to this subparagraph which would
require a payment of a premium if on the date of the giving of notice of redemption the Trustee has
Available Moneys in the Bond Fund or can draw under the Letter of Credit or an Alternate Credit
Facility, as the case may be, in an amount sufficient to pay such premium due on the date of redemption.
The initial Letter of Credit does not provide for drawings in respect of the amount of any such
redemption premium.
If the interest rate borne by the Bonds is converted pursuant to the Indenture, and if in connection
with such conversion the Company directs in writing to the Trustee and the Remarketing Agent
pursuant to the Indenture that the foregoing schedule of premiums and No-Call Periods be revised
and specifies the new premiums and No-Call Periods, the foregoing schedule of premiums and No-Call
Periods shall be revised in accordance with such direction of the Company.
(d) At any time, the Bonds shall be subject to redemption by the Issuer in whole or in part (and
if in part, in an Authorized Denomination), at the direction of the Company (but only with the timely
written consent of the Bank if required by the Letter of Credit or, if applicable, of the Obligor on
the Alternate Credit Facility if required by such Alternate Credit Facility), with 30 days’ prior notice
from the Company to the Issuer and the Trustee, at the principal amount thereof plus accrued interest
to the redemption date, but without premium, if the Company shall deliver a certificate stating that
one of the following events has occurred:
(i) the Company shall have determined that the continued operation of the Project (as defined
in the Indenture) is impracticable, uneconomical or undesirable for any reason; or
(ii) the Company shall have determined that the continued operation of the pollution control
facilities or the solid waste disposal facilities, as the case may be (the “Facilities”), at the steam
11
electric generating plant of which the Project is a part is impracticable, uneconomical or
undesirable due to (A) the imposition of taxes, other than ad valorem taxes currently levied upon
privately owned property used for the same general purpose as the Facilities, or other liabilities
or burdens with respect to the Facilities or the operation thereof, (B) changes in technology, in
environmental standards or legal requirements or in the economic availability of materials,
supplies, equipment or labor or (C) destruction of or damage to all or part of the Facilities; or
(iii) all or substantially all of the Facilities or the Project shall have been condemned or taken
by eminent domain; or
(iv) the operation of the Facilities or the Project shall have been enjoined or shall have
otherwise been prohibited by, or shall conflict with, any order, decree, rule or regulation of any
court or of any federal, state or local regulatory body, administrative agency or other
governmental body.
Redemption Upon Expiration or Termination
of Letter of Credit or Alternate Credit Facility
Except for Bonds redeemed as described under “THE BONDS-Redemption Upon Conversion,”
the Bonds are subject to mandatory redemption by the Issuer, in whole, at a price equal to the principal
amount thereof, plus accrued interest, if any, on the earlier of (i) the Interest Payment Date next
preceding the date of the expiration of the term of the Letter of Credit or the term of the Alternate
Credit Facility except as provided in the following clause (ii), or (ii) a Business Day not less than five
days next preceding the Business Day next preceding the termination date of the Letter of Credit
or Alternate Credit Facility specified by the Company in a notice given by the Company as described
herein in the second paragraph under the caption “THE LETTERS OF CREDIT-Alternate Credit
Facility,” or in the second paragraph under the caption “THE LETTERS OF CREDIT-Termination of
Letter of Credit or Alternate Credit Facility,” provided that there shall not be so redeemed (a) Bonds
delivered to the Remarketing Agent or the Trustee for purchase on such Interest Payment Date or
on such Business Day or on any Business Day from the date of notice of such redemption through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
of transfer of Bonds referred to in the preceding clauses (a) and (b).
An Owner of Bonds may direct the Issuer not to redeem any Bond or Bonds owned by it by
delivering to the Trustee at its principal office on or before the third Business Day preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument was delivered and shall be
binding upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon
the registration of the transfer thereof.
Redemption Upon Conversion
The Bonds shall be subject to mandatory redemption by the Issuer, in whole, on a Conversion
Date, at the principal amount thereof or, in the case of Bonds to be redeemed upon conversion from
a Tender Interest Rate or a Fixed Interest Rate, at the percentage of their principal amount at which
they would be redeemed as described above under paragraph (c) of “THE BONDS-Optional
Redemption of Bonds” on the Conversion Date plus accrued interest, if any; provided that there shall
not be so redeemed (a) Bonds delivered to the Remarketing Agent or the Trustee for purchase on
such Conversion Date or on any Business Day from the date notice of such redemption is given through
the date of such redemption, (b) Bonds with respect to which the Trustee shall have received written
directions not to so redeem the same from the Owners thereof, (c) Bonds purchased or deemed to
have been purchased pursuant to the Indenture as described below under “THE BONDS-Purchase
by Company in Lieu of Redemption,” and (d) Bonds issued in exchange for or upon the registration
12
of transfer of Bonds referred to in clauses (a) and (b) above. While a Letter of Credit or an Alternate
Credit Facility is outstanding, the Company may only cause a redemption of Bonds pursuant to this
paragraph which would require a payment of a premium if on the date of the giving of notice of
redemption the Trustee can draw under the Letter of Credit or an Alternate Credit Facility, as the
case may be, in an amount sufficient to pay such premium due on the date of redemption. The initial
Letter of Credit does not provide for drawings in respect of the amount of any such redemption
premium.
An Owner may direct the Issuer not to redeem any Bond or Bonds owned by it by delivering
to the Trustee at its principal office on or before the third Business Day (sixth Business Day if the
Bonds are to be converted to a Tender Interest Rate or a Fixed Interest Rate) preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Owner which,
among other things, (i) specifies the numbers and denominations of the Bonds held by such Owner,
(ii) specifically acknowledges each of the matters set forth in a notice given by the Trustee, and (iii)
directs the Issuer not to redeem such Bonds. Any such instrument delivered to the Trustee shall be
irrevocable with respect to the redemption for which such instrument is delivered and shall be binding
upon subsequent Owners of such Bonds, including Bonds issued in exchange therefor or upon the
registration of the transfer thereof.
Denomination Redemption
The Bonds or portions thereof are subject to mandatory redemption by the Issuer on the Interest
Payment Date upon which the Bonds begin to accrue interest at a Floating Interest Rate following
conversion from a Tender Interest Rate or a Fixed Interest Rate in such amounts so that all
outstanding Bonds are in Authorized Denominations.
Purchase by Company in Lieu of Redemption
The Company shall have the right to purchase or cause to be purchased Bonds to be redeemed
as described above under “THE BONDS-Redemption Upon Expiration or Termination of Letter of
Credit or Alternate Credit Facility,” “THE BONDS--Redemption Upon Conversion” and “THE
BONDS-Denomination Redemption” at a purchase price equal to the principal amount of the Bonds
to be so purchased plus accrued interest, if any, or in the case of a purchase on conversion from a
Fixed Interest Rate or a Tender Interest Rate, the redemption price for redemption of such Bonds
on the Conversion Date as described above under(c) of “THE BONDS-Optional Redemption of Bonds.”
Moneys for the payment of the purchase price shall be derived, in the following order of priority, from:
(i) Available Moneys furnished by the Company for such purpose, (ii) proceeds of the sale of such
Bonds, (iii) Available Moneys or moneys drawn under the Letter of Credit or Alternate Credit Facility,
as the case may be, for the purchase of defeased Bonds, (iv) moneys drawn under the Letter of Credit
or an Alternate Credit Facility, as the case may be, for such ,purpose and (v) any other moneys
furnished by the Company for such purpose; provided, however, that funds for the payment of the
purchase price of defeased Bonds shall be derived only from the sources described in (ii) and (iii) above,
in such order of priority; and provided further that if in connection with such redemption, the Letter
of Credit or an Alternate Credit Facility which does not consist of first mortgage bonds of the Company
is replaced with an Alternate Credit Facility consisting of first mortgage bonds of the Company or
is not being replaced by any other Alternate Credit Facility, moneys for the payment of the purchase
price of the Bonds may not be derived from (ii) above. Bonds to be so purchased pursuant to the
Indenture on the date fixed for redemption of such Bonds which are not delivered on such date will
nonetheless be deemed to have been delivered for purchase by the Owners thereof and to have been
purchased pursuant to the Indenture. The Trustee shall hold moneys for such purchase of Bonds,
without liability for interest thereon, for the benefit of the former Owner of the Bond on such date
of purchase, who shall thereafter be restricted exclusively to such moneys for any claim of whatever
nature on such Owner’s part under the Indenture or on, or with respect to, such Bond. Any moneys
so deposited with and held by the Trustee not so applied to the payment of Bonds within six months
after such date of purchase shall be paid by the Trustee to the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) to the extent of any amount payable under the Reimbursement
Agreement (as defined below) and the balance to the Company upon the written direction of the
Company, and thereafter the former Owners shall be entitled to look only to the Company for payment,
13
and then only to the extent of the amount so repaid, and the Company shall not be liable for any interest
thereon and shall not be regarded as a trustee of such money.
Procedure for and Notice of Redemption
If less than all of the Bonds shall be called for redemption, the particular Bonds or portions thereof
to be redeemed shall be selected by the Trustee, in such manner as the Trustee in its sole discretion
may deem proper, in the principal amount designated by the Company or otherwise as required by
the Indenture. In selecting Bonds for redemption, the Trustee shall treat each Bond as representing
that number of Bonds which is obtained by dividing the principal amount of each Bond by the minimum
denomination in which Bonds are then authorized to be issued at the time of such redemption. Any
Bonds selected for redemption which are deemed to be paid in accordance with the provisions of the
Indenture will cease to bear interest on the date fixed for redemption. Upon presentation and surrender
of such Bonds at the place or places of payment such Bonds shall be paid and redeemed. Notice of
redemption shall be given by mail as provided in the Indenture, at least 10 days prior to the redemption
date, provided that the failure to duly give notice by mailing to any Owner, or any defect therein,
shall not affect the validity of any proceedings for the redemption of any other of the Bonds.
With respect to notice of any optional redemption of the Bonds, as described above, unless upon
the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of the
Indenture, such notice shall state that such redemption shall be conditional upon the receipt by the
Trustee, on or prior to the date fixed for such redemption, of moneys sufficient to pay the principal
of, premium, if any, and interest on such Bonds to be redeemed. If such moneys are not so received,
the Issuer will not redeem such Bonds and the Trustee shall give notice, in the manner in which the
notice of redemption was given, that such redemption will not take place.
THE LETTERS OF CREDIT
The following is a brief description of each Letter of Credit and certain of the terms common
to the Letters of Credit and the agreements dated as of January 1, 1988 between the Company and
the Banks pursuant to which such Letters of Credit are issued (individually, a “Reimbursement
Agreement” and, collectively, the “Reimbursement Agreements,” which term shall also include the
document pursuant to which an Alternate Credit Facility is issued). All references in this description
are to the documents or the Letters of Credit (or Alternate Credit Facilities) corresponding to the
respective issues of Bonds.
The Letter of Credit will be an irrevocable obligation of the Bank which will expire at the close
of the Bank’s business on January 14,1993, unless earlier terminated or otherwise extended, to pay
to the -Trustee, upon request and in accordance with the terms thereof, up to (a) an amount equal
to the outstanding principal amount of the Bonds to be used (i) to pay the principal of the Bonds, (ii)
to enable the Remarketing Agent to pay the portion of the purchase price equal to the principal amount
of Bonds delivered to it for purchase and not remarketed, (iii) to enable the Trustee to pay the portion
of the purchase price equal to the principal amount of Bonds delivered to it for purchase, (iv) to enable
the Trustee to pay the purchase price of Bonds not retained by an Owner on a CP Date or (v) to enable
the Company to purchase Bonds in lieu of redemption under certain circumstances, plus (b) an amount
equal to 294 days’ accrued interest on the Bonds (calculated at a rate of 1% per annum and on the
basis of a year of 365 days), to be used (i) to pay interest on the Bonds or (ii) to enable the Trustee
or the Remarketing Agent to pay the portion of the purchase price of the Bonds properly delivered
for purchase equal to the accrued interest, if any, on such Bonds. The Company is permitted under
the Agreement and the Indenture to secure an extension of the Letter of Credit beyond the expiration
date of the then current Letter of Credit, but the Bank is under no obligation to agree to such an
extension.
The Bank’s obligation under the Letter of Credit will be reduced to the extent of any drawings
thereunder. However, with respect to a drawing by the Trustee to enable the Remarketing Agent
or the Trustee to pay the purchase price of Bonds delivered for purchase and not remarketed, such
amounts shall be immediately reinstated upon reimbursement. With respect to a drawing by the
Trustee for the payment of interest on the Bonds, the amount that may be drawn under the Letter
of Credit will be automatically reinstated to the extent of such drawing as of the close of business
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on the ninth Business Day following such drawing unless the Bank shall have notified the Trustee
within nine Business Days after such drawing that the Company has failed to reimburse the Bank
or to cause it to be reimbursed for such drawing.
Upon an acceleration of the maturity of the Bonds due to an event of default under the Indenture,
the Trustee will be entitled to draw on the Letter of Credit, if it is then in effect, to the extent of the
aggregate principal amount of the Bonds outstanding, plus up to 294 days’ interest accrued and unpaid
on the Bonds, less amounts paid in respect of principal or interest for which the Letter of Credit has
not been reinstated as described above.
Upon the earliest of (i) the close of business on January 14, 1993, unless otherwise extended
pursuant to an agreement between the Bank and the Company, (ii) the making of a final drawing under
the Letter of Credit, or (iii) the date the Trustee surrenders the Letter of Credit to the Bank for
cancellation, the Letter of Credit shall expire (the “Expiration Date”). The Trustee agrees to surrender
the Letter of Credit to the Bank, and not to make any drawing, after (i) 4:00 p.m. local time in the
city of the office of the Bank that will issue the Letter of Credit on the Expiration Date, (ii) there are
no Bonds outstanding under the Indenture, (iii) the first Business Day after the conversion of the
interest rate on the Bonds to a Fixed Interest Rate, or (iv) a Substitute Letter of Credit or Alternate
Credit Facility, as the case may be, has been delivered to the Trustee.
Alternate Credit Facility
At any time (with notice to the Bank or the Obligor on the Alternate Credit Facility, as the case
may be) the Company may, at its option, provide for the delivery to the Trustee of an Alternate Credit
Facility to replace the Letter of Credit or the Alternate Credit Facility then in effect, as the case may
be. An Alternate Credit Facility may have an expiration date earlier than the maturity of the Bonds,
but in no event shall such Alternate Credit Facility have an expiration date earlier than one year from
the date of its delivery. The Company must furnish to the Trustee(i) an opinion of nationally recognized
Bond Counsel (“Bond Counsel”) stating that the delivery of such Alternate Credit Facility is authorized
under the Agreement and complies with the terms thereof and will not cause the interest on the Bonds
to become includible in the gross income of the Owners thereof for federal income tax purposes and
(ii) written evidence from Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, in each case to the effect that such rating agency has reviewed the proposed
Alternate Credit Facility and that the delivery of the proposed Alternate Credit Facility will not, by
itself, result in a reduction or withdrawal of its rating or ratings of the Bonds.
The Company may, however, at any time, provide for the delivery on any Business Day to the
Trustee of an Alternate Credit Facility where the above-described evidence from Moody’s or S&P’s
is not received, provided that the Company shall deliver to the Trustee, the Remarketing Agent, the
Indexing Agent and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be)
a notice which (A) states (x) the effective date of the Alternate Credit Facility to be so provided and
(y) the termination date of the Letter of Credit or Alternate Credit Facility which is to terminate (which
termination date shall not be prior to the effective date of the Alternate Credit Facility to be so
provided), (B) describes the terms of the Alternate Credit Facility, (C) directs the Trustee to give notice
of the call of the Bonds for redemption, in whole, on the Business Day next preceding the termination
date of the Letter of Credit or Alternate Credit Facility which is to terminate (which Business Day
shall be not less than 30 days from the date of receipt by the Trustee of the notice from the Company
specified above), in accordance with the Indenture and(D) directs the Trustee, after taking such actions
as are required to be taken to provide moneys due under the Indenture in respect of the Bonds or
the purchase thereof, to surrender the Letter of Credit or Alternate Credit Facility, as the ease may
be, which is to terminate, to the Obligor thereon on the next Business Day after the later of the effective
date of the Alternate Credit Facility to be provided and the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate and to thereupon deliver any and all instruments
which may be reasonably requested by such Obligor. The Company shall furnish to the Trustee an
opinion of Bond Counsel satisfying the requirement of the next preceding paragraph in connection
with such delivery.
After the Interest Payment Date on which Bonds are to be redeemed as described in clause (i)
in the first paragraph under “THE BONDS-Redemption Upon Expiration or Termination of Letter
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of Credit or Alternate Credit Facility,” the Company may, but is not obligated to, provide for delivery
of an Alternate Credit Facility for payment of the principal of and interest on the Bonds. The Company
shall furnish to the Trustee an opinion of Bond Counsel satisfying the requirement of the second
preceding paragraph in connection with such delivery.
Substitute Letter of Credit
The Company may, at its option, at any time provide for the delivery to the Trustee of a Substitute
Letter of Credit. No Substitute Letter of Credit may be delivered which:
(i) so long as the interest rate borne by the Bonds is a CP Rate, reduces the Interest
Coverage Period to a period shorter than 294 days (during such time as CP Periods can be from
one to not more than 270 days) or 389 or 390 days, as applicable to a particular year (during such
time as CP Periods can be from one to 365 or 366 days, as applicable to a particular year);
(ii) so long as the interest rate borne by the Bonds is a Daily Interest Rate, a Weekly Interest
Rate or a Monthly Interest Rate, reduces the Interest Coverage Period to a period shorter than
65 days;
(iii) so long as the interest rate borne by the Bonds is a Tender Interest Rate or a Fixed
Interest Rate, reduces the Interest Coverage Period to a period shorter than 208 days;
(iv) decreases the Interest Coverage Rate below 12%; or
(v) increases the Interest Coverage Rate above the Maximum Rate.
The Company may, at its option, at any time direct in writing the Trustee and the Remarketing
Agent to allow the selection of CP Periods of from one to no more than 365 or 366 days, as applicable
to a particular year, or from one to no more than 270 days, but only if (for such time as CP Periods
can be from one to 365 or 366 days, as applicable to a particular year) the Company provides for the
delivery to the Trustee of a Substitute Letter of Credit which increases the Interest Coverage Period
to 389 or 390 days, as applicable to a particular year.
Termination of Letter of Credit or Alternate Credit Facility
At any time, the Company may, at its option, provide for the termination on any Business Day
of the Letter of Credit or any Alternate Credit Facility then in effect. The Company must furnish to
the Trustee (i) an opinion of Bond Counsel stating that the termination of the Letter of Credit or
Alternate Credit Facility is authorized under the Agreement and complies with the terms thereof and
will not cause the interest on the Bonds to become includible in the gross income of the Owners thereof
for purposes of federal income taxation and (ii) written evidence from Moody’s, if the Bonds are then
rated by Moody’s, or S&P, if the Bonds are then rated by S&P, in each case to the effect that such
rating agency has reviewed the proposed termination of the Letter of Credit or Alternate Credit
Facility and that such termination will not, by itself, result in a reduction or withdrawal of its rating
or ratings of the Bonds.
The Company may, however, at any time, at its option, provide for the termination on any Business
Day of the Letter of Credit or any Alternate Credit Facility then in effect when the above-described
evidence from Moody’s or S&P is not received, provided that the Company shall deliver to the Trustee,
the Remarketing Agent, the Indexing Agent and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) a notice which (A) states the termination date of the Letter of Credit
or Alternate Credit Facility which is to terminate, (B) directs the Trustee to give notice of the call
of the Bonds for redemption, in whole, no later than the fifth day next preceding the Business Day
next preceding the termination date of the Letter of Credit or Alternate Credit Facility which is to
terminate (which Business Day shall be not less than 30 days from the date of receipt by the Trustee
of the notice from the Company specified above), in accordance with the Indenture and (C) directs
the Trustee, after taking such actions as are required to be taken to provide moneys due under the
Indenture in respect of the Bonds or the purchase thereof, to surrender the Letter of Credit or
Alternate Credit Facility, as the case may be, which is to terminate to the Obligor thereon on the next
Business Day after the termination date of the Letter of Credit or Alternate Credit Facility to be
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terminated and to thereupon deliver any and all instruments which may be reasonably requested by
such Obligor.
CONVERSION OF RATE
The Bonds of each issue will be independent of the others and a conversion to an Alternative
Rate with respect to one issue will not necessarily result in a conversion with respect to the other
issues; however, a conversion may occur with respect to more than one issue at the same time. The
Bonds of each issue contain substantially the same terms and provisions, and the following is a
summary of certain provisions common to the five issues. All references in this description are to the
documents, the Bonds or the Letter of Credit relating to each issue of Bonds.
Conversion to Fixed Interest Rate, Tender Interest Rate or Floating Interest Rates. The
interest rate borne by the Bonds (the type of interest rate in effect immediately prior to a conversion
being herein called the “Existing Rate”) shall be converted to a Fixed Interest Rate, a Tender Interest
Rate, a Tender Interest Rate with a Tender Period of different length than the then current Tender
Period or any of the Floating Interest Rates upon receipt by the Trustee of a written direction from
the Company specifying the specific method of interest accrual on the Bonds and the effective date
(which, if a Letter of Credit or an Alternate Credit Facility is outstanding, shall be a date at least
11 days prior to the Interest Payment Date next preceding the scheduled expiration date of the Letter
of Credit or Alternate Credit Facility, as the case may be) of the conversion to such method of accrual,
specifying changes, if any, to the Bond redemption prices and No-Call Periods and, if applicable,
specifying the length of the Tender Period (which must be a period of six months or an integral multiple
thereof, provided that the first Tender Period may be less than such period but must end on the day
next preceding a January 1 or July 1). The Conversion Date must be (a) if the Existing Rate is a Floating
Interest Rate other than a CP Rate, a Business Day not less than 30 days from the date of receipt
by the Trustee of the written direction from the Company specified above or (b) if the Existing Rate
is a CP Rate, a Business Day not less than 30 days from the date of receipt by the Trustee of the
written direction from the Company specified above or (c) if the Existing Rate is a Tender Interest
Rate, a January 1 or July 1 not less than 20 days after the receipt by the Trustee of the written notice
specified above and not prior to the end of the No-Call Period for such Tender Period or (d) if the
Bonds then bear a Fixed Interest Rate, a January 1 or July 1 not less than 20 days after the receipt
by the Trustee of the written notice specified above and not prior to the end of the No-Call Period
for such Fixed Rate Period. The written direction shall be accompanied by a written opinion, addressed
to the Trustee, the Issuer, the Company, the Bank (or the Obligor on an Alternate Credit Facility,
as the case may be) and the Remarketing Agent, of Bond Counsel selected by the Company and
acceptable to the Trustee and acceptable to the Remarketing Agent stating that such conversion (i)
is authorized or permitted by the Indenture, (ii) will not cause interest on the Bonds to become
includible in the gross income of the Owners thereof for purposes of federal income taxation and (iii)
will not violate the provisions of the Act or other applicable state law. The conversion of the interest
rate borne by the Bonds shall not become effective unless on the Conversion Date the Trustee shall
have received an opinion of such Bond Counsel dated the Conversion Date reaffirming the conclusions
of the opinion accompanying the written direction of the Company initiating the conversion.
Inability To Convert. If for any reason a change in method of calculation of interest on the
Bonds cannot proceed, the Bonds shall continue to bear interest calculated in the method applicable
prior to the proposed change.
Notice to Owners of Conversion. The Trustee shall give notice by first-class mail to the Owners
of Bonds not less than 10 days and not more than 15 days prior to the Conversion Date. Such notice
shall state (i) that the method of determining the interest rate on the Bonds will be converted to an
alternate method of determining the rate, (ii) the effective date of the alternate method of determining
the rate, (iii) the procedures and dates involved in determining the rate and the procedure for notifying
Owners of the interest rate, (iv) when interest on the Bonds will be payable after the effective date,
(v) if the Trustee has been so notified by the Company, whether a Letter of Credit or an Alternate
Credit Facility, as the case may be, will be in effect after such effective date and, if so, the issuer,
the expiration terms and the interest coverage of the Letter of Credit or Alternate Credit Facility,
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as the case may be, (vi) whether subsequent to such effective date the Owners of Bonds will no longer
have the right to deliver Bonds to the Remarketing Agent or the Trustee for purchase, (vii) that the
rating on the Bonds by Moody’s, if the Bonds are then rated by Moody’s, or S&P, if the Bonds are
then rated by S&P, may be reduced or withdrawn, and (viii) that all outstanding Bonds not repurchased
on or prior to the effective date will be redeemed on such effective date except Bonds with respect
to which the Owner has directed the Issuer not to redeem the same in accordance with the Indenture.
THE AGREEMENTS
Each Agreement will operate independently of the others, and a default under one Agreement
will not necessarily constitute a default under the other Agreements. The Agreements contain
substantially identical terms, and the following is a summary of certain provisions common to the
five Agreements. All references in this summary are to the documents, the Bonds or the Letters of
Credit (or Alternate Credit Facilities) relating to each Agreement.
Loan Payments
As Loan Payments, the Company will pay to the Trustee, for the account of the Issuer, an amount
equal to the principal of, premium, if any, and interest on the Bonds when due on the dates, in the
amounts and in the manner provided in the Indenture for the payment of the principal of, premium,
if any, and interest on the Bonds, whether at maturity, upon redemption, acceleration or otherwise;
provided, however, that the obligation of the Company to make any such Loan Payment will be deemed
to be satisfied and discharged to the extent of the corresponding payment made (i) by the Bank to
the Trustee under the Letter of Credit or (ii) by the Obligor on the Alternate Credit Facility to the
Trustee under the Alternate Credit Facility.
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the principal of
the Bonds, upon redemption or acceleration, and interest on the Bonds when due, by the delivery of
the Letter of Credit (or the Alternate Credit Facility, as the case may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary to pay the principal of, premium,
if any, and interest on the Bonds if and when due. The initial Letter of Credit does not provide for
drawings in respect of amounts of such redemption premium.
Payments to Remarketing Agent and Trustee
The.Company will pay to the Remarketing Agent and the Trustee amounts equal to the amounts
to be paid by the Remarketing Agent and the Trustee pursuant to the Indenture for the purchase
of outstanding Bonds, such amounts to be paid by the Company to the Remarketing Agent and the
Trustee, as the case may be, on the dates such payments are to be made; provided, however, that
the obligation of the Company to make any such payment under the Agreement shall be reduced by
the amount of any moneys available for such payments, including proceeds from the remarketing
of the Bonds or moneys drawn under the Letter of Credit (or the Alternate Credit Facility, as the
case may be).
From the date of the original issuance of the Bonds to and including the Interest Payment Date
next preceding the date of the expiration or earlier termination of the Letter of Credit (or the Alternate
Credit Facility, as the case may be), the Company will provide for the payment of the amounts to
be paid by the Remarketing Agent or the Trustee for the purchase of Bonds by the delivery of the
Letter of Credit (or the Alternate Credit Facility, as the case may be) to the Trustee. The Trustee
will be directed to draw moneys under the Letter of Credit (or the Alternate Credit Facility, as the
case may be), in accordance with the provisions of the Indenture and the Letter of Credit (or the
Alternate Credit Facility, as the case may be), to the extent necessary for the purchase of Bonds.
Obligation Absolute
The Company’s obligation to make Loan Payments and payments to the Remarketing Agent and
the Trustee for the purchase of Bonds is absolute, irrevocable and unconditional and will not be subject
18
to any defense other than payment or to any right of setoff, counterclaim or recoupment arising out
of any breach by the Issuer, the Bank (or Obligor on an Alternate Credit Facility), the Trustee or
the Remarketing Agent of any obligation to the Company.
Expenses
The Company is obligated to pay reasonable compensation and to reimburse certain expenses
and advances of the Issuer, the Trustee, the Registrar, the Remarketing Agent, Moody’s, S&P and _
the Indexing Agent directly to such entity.
Tax Covenants; Tax-Exempt Status of Bonds
The Company covenants that the Bond proceeds, the earnings thereon and other moneys on
deposit with respect to the Bonds will not be used in such a manner as to cause the Bonds to be
arbitrage bonds within the meaning of the Code.
The Company covenants that it will not take, or permit to be taken on its behalf, any action which
would cause the interest on the Bonds to become includible in the gross income of Owners of the Bonds
for purposes of federal income taxation and will take, or require Co be taken, such action as may, from
time to time, be required under applicable law or regulation to continue to cause the interest on the
Bonds not to be includible in the gross income of the Owners thereof for purposes of federal income
taxation. See “TAX EXEMPTION.”
Assignment; Merger
With the consent of the Bank (or the Obligor on the Alternate Credit Facility, as the case may
be), the Company’s interest in the Agreement may be assigned in whole or in part by the Company
to another entity, subject, however, to the conditions that no assignment shall (a) cause the interest
payable on the Bonds (other than Bonds held by a “substantial user” or “related person” within the
meaning of Section 103(b)(13) of the 1954 Code) to become includible in the gross income of the Owners
thereof for purposes of federal income taxation or (b) relieve (other than as described in the next
succeeding paragraph) the Company from primary liability for its obligations to make the Loan
Payments or to make payments to the Remarketing Agent or the Trustee with respect to the purchase
of the Bonds or for any other of its obligations under the Agreement; and subject further to the
condition that the Company shall have delivered to the Trustee and the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) an opinion of counsel to the Company that such
assignment complies with the provisions of this paragraph. The Company shall, within 30 days after
the delivery thereof, furnish to the Issuer, the Bank (or Obligor on the Alternate Credit Facility, as
the case may be) and the Trustee a true and complete copy of the agreements or other documents
effectuating any such assignment.
The Company may enter into the transactions described in the Joint Proxy Statement/Prospectus
of PacifiCorp and Utah Power & Light Company dated October 29, 1987 (the “Prospectus”) filed as
a part of a Registration Statement on Form S-4 with the Securities and Exchange Commission,
Registration No. 33-18164, effective October 29, 1987, resulting in a Merger (as defined in the
Prospectus) or Reincorporation (as defined in the Prospectus) and the Merger of the Company into
PC/UP&L Merging Corp., an Oregon corporation (to be renamed “PacifiCorp”). After the effectiveness
of the Merger or Reincorporation, PC/UP&L Merging Corp. will assume (either by operation of law
or in writing) all of the obligations of the Company under the Agreement and all references to the
Company in the Agreement shall mean PC/UP&L Merging Corp. (renamed “PacifiCorp”).
The Company also may (a) consolidate with or merge into another domestic corporation (i.e., a
corporation (i) incorporated and existing under the laws of one of the states of the United States or
of the District of Columbia and qualified to do business in the State of Montana or the State of
Wyoming, as the case may be, as a foreign corporation or (ii) incorporated and existing under the
laws of the State of Montana or the State of Wyoming, as the case may be), or sell or otherwise transfer
to another domestic corporation all or substantially all of its assets as an entirety and thereafter
dissolve, provided the resulting, surviving or transferee corporation, as the case may be, shall be the
Company or as a result of the transaction shall assume (either by operation of law or in writing) all
of the obligations of the Company under the Agreement; or (b) convey all or substantially all of its
19
assets to one or more wholly owned subsidiaries of the Company so long as the Company shall remain
in existence and primarily liable on all of its obligations under the Agreement and the subsidiary or
subsidiaries to which such assets shall be so conveyed shall guarantee in writing the performance
of all of the Company’s obligations under the Agreement.
Defaults
Each of the following events will constitute an “Event of Default” under the Agreement:
(a) a failure by the Company to make when due any Loan Payment or any payment required
to be made to the Remarketing Agent or the Trustee for the purchase of Bonds, which failure
shall have resulted in an “Event of Default” as described herein in paragraph (a), (b) or (c) under
“THE INDENTURES-DefaUkS”;
(b) a failure by the Company to pay when due any other amount required to be paid under
the Agreement or to observe and perform any other covenant, condition or agreement under the
Agreement (other than a failure described in clause (a) above), which failure continues for a period
of 60 days (or such longer period as the Trustee and the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) may agree to in writing) after written notice given to the
Company and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) by
the Trustee or to the Company, the Trustee and the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) by the Issuer; provided, however, that if such failure is other than
for the payment of money and cannot be corrected within the applicable period, such failure shall
not constitute an Event of Default so long as the Company institutes corrective action within
the applicable period and such action is being diligently pursued; or
(c) certain events of bankruptcy, dissolution, liquidation or reorganization of the Company.
The Agreement provides that, with respect to any Event of Default described in clause (b) above,
if, by reason of acts of God, strikes, orders of political bodies, certain natural disasters, civil
disturbances and certain other events, or any cause or event not reasonably within the control of the
Company, the Company is unable in whole or in part to carry out one or more of its agreements or
obligations contained in the Agreement (other than its obligations to make when due Loan Payments
and payments to the Remarketing Agent or the Trustee for the purchase of Bonds and its obligation
to maintain its existence), the Company shall not be deemed in default by reason of not carrying out
such agreement or performing such obligation during the continuance of such inability.
Remedies
Upon the occurrence and continuance of any Event of Default described in (a) or (c) in the second
preceding paragraph, and further upon the condition that, in accordance with the terms of the
Indenture, the Bonds shall have been declared to be immediately due and payable pursuant to any
provision of the Indenture, the Loan Payments shall, without further action, become and be
immediately due and payable. Any waiver of any “Event of Default” under the Indenture and a
rescission and annulment of its consequences will constitute a waiver of the corresponding Event or
Events of Default under the Agreement and a rescission and annulment of the consequences thereof.
See the caption “THE INDENTURES-&!faUkS.”
Upon the occurrence and continuance of any Event of Default under the Agreement, the Issuer
may take any action at law or in equity to collect any payments then due and thereafter to become
due, or to enforce performance and observance of any obligation, agreement or covenant of the
Company under the Agreement.
Any amounts collected upon an Event of Default under the Agreement will be applied in
accordance with the Indenture.
Amendments
The Agreement may be amended subject to the limitations contained in the Agreement and in
the Indenture. See the caption “THE ~NDENTvRES-hIf3ndm?nt of the Agreement.”
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THE INDENTURES
Each Indenture will operate independently of the others, and a default under one Indenture will
not necessarily constitute a default under the others. The Indentures contain substantially identical
terms, and the following is a summary of certain provisions common to the five Indentures. All
references in this summary are to the documents, the Bonds or the Bond Fund relating to each
Indenture.
Pledge and Security
Pursuant to the Indenture, the Loan Payments will be pledged by the Issuer to secure the payment
of the principal of, and premium, if any, and interest on, the Bonds and all other amounts payable
under the Indenture. The Issuer will also pledge and assign to the Trustee all its rights and interests
under the Agreement (other than its rights to indemnification and reimbursement of expenses and
certain other rights), and has pledged to the Trustee all moneys and obligations deposited or to be
deposited in the Bond Fund established with the Trustee; provided that the Trustee will have a prior
claim on the Bond Fund for the payment of its compensation and expenses and for the repayment
of any advances (plus interest thereon) made by it to effect performance of certain covenants in the
Indenture and the Agreement (except that the Trustee will not have such priority with respect to
amounts deposited in the Bond Fund from amounts drawn under the Letter of Credit or Alternate
Credit Facility).
Application of Proceeds
Proceeds from the sale of the Bonds will be deposited with the trustee for the Prior Bonds and
used for the Refunding.
Application of the Bond Fund
There is created under the Indenture a Bond Fund and therein established a Principal Account
and an Interest Account. Loan Payments, amounts drawn by the Trustee under the Letter of Credit
(or Alternate Credit Facility, as the case may be) for payment of the principal of, and interest on,
the Bonds when due, and certain other amounts specified in the Indenture are to be deposited in the
appropriate account in the Bond Fund. While any Bonds are outstanding and except as provided in
an arbitrage regulation agreement for each issue of Bonds among the Trustee, the related Issuer
and the Company, moneys in the Bond Fund will be used solely for the payment of the principal of,
and premium, if any, and interest on, the Bonds when due, or, in some circumstances, for payment
of the purchase price of the Bonds, subject to the prior claim of the Trustee to the extent described
in “THE INDENTURES-Pledge and Security.”
Funds for the payment of the principal of, and premium, if any, and interest on, the Bonds shall
be derived from the following sources in the order of priority indicated:
(a) Available Moneys;
(b) moneys drawn under the Letter of Credit or an Alternate Credit Facility, as the case may
be; and
(c) any other moneys paid by the Company pursuant to the Agreement or any other moneys
in the Bond Fund.
Investment of Funds
Moneys in the Bond Fund will, at the direction of the Company, be invested in securities or
obligations specified in the Indenture; provided, however, that during the term of the Letter of Credit
(or an Alternate Credit Facility, as-the case may be) moneys drawn under the Letter of Credit (or
an Alternate Credit Facility, as the case may be) shall be invested by the Trustee only in Government
Obligations (as defined in the Indenture) with a term not exceeding 30 days. All income or other gain
from such investments will be credited, and any loss will be charged, to the particular fund or account
from which the investments were made.
21
Defaults
Each of the following events will constitute an “Event of Default” ,under the Indenture:
(a) a failure to pay the principal of, or premium, if any, on, any of the Bonds (other than
Bonds pledged to the Bank (the “Pledged Bonds”)) when the same becomes due and payable at
maturity, upon redemption or otherwise;
(b) a failure to pay an installment of interest on any of the Bonds (other than Pledged Bonds)
for a period of five days after such interest has become due and payable;
(c) a failure to pay amounts due to Owners of the Bonds who have delivered Bonds to the
Remarketing Agent or the Trustee for purchase for a period of five days after such payment
has become due and payable;
(d) the Trustee’s receipt of notice from the Bank not later than the ninth Business Day
following a drawing under the Letter of Credit that the Bank has not been reimbursed for such
drawing;
(e) the Trustee’s receipt of notice from the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be) of an “Event of Default” under and as defined in the Reimbursement
Agreement (which may be caused by the failure of the Company to comply with any of its
covenants and obligations thereunder);
(f) a failure by the Issuer to observe and perform any other covenant, condition or agreement
contained in the Bonds or the Indenture (other than a failure described in clause (a), (b) or (c)
above), which failure shall continue for a period of 90 days after written notice given to the Issuer
and the Company by the Trustee, which notice may be given at the discretion of the Trustee and
must be given at the written request of the Owners of not less than 25% in principal amount of
Bonds then outstanding, unless such period is extended by the Trustee, or by the Trustee and
the Owners of a principal amount of Bonds not less than the principal amount of Bonds the Owners
of which requested such notice, as the case may be; provided, however, that the Trustee, or the
Trustee and the Owners of such principal amount of Bonds, as the case may be, will be deemed
to have agreed to an extension of such period if corrective action is initiated by the Issuer, or
the Company on behalf of the Issuer, within such period and is being diligently pursued; and
(g) an “Event of Default” under the Agreement.
Remedies
(i) Upon the occurrence (without waiver or cure) of an Event of Default described in clause (a),
(b) or (c) of the preceding paragraph or an Event of Default described in clause (g) of the preceding
paragraph resulting from an “Event of Default” under the Agreement as described under clause (a)
or (c) of “THE AGREEMENT-Defaults” herein, the Trustee may (and upon the written request of the
Owners of not less than 25% in principal amount of the Bonds then outstanding the Trustee must),
or (ii) upon the occurrence (without waiver or cure) of an Event of Default described in clause (d)
or (e) of the preceding paragraph, the Trustee must, by written notice to the Issuer, the Company
and the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), declare the Bonds
to be immediately due and payable, whereupon they shall, without further action, become and be
immediately due and payable and, during the period the Letter of Credit (or Alternate Credit Facility,
as the case may be) is in effect, with interest on the Bonds accruing to the Bond Payment Date (as
defined in the Indenture) established by the Trustee pursuant to the Indenture, anything in the
Indenture or in the Bonds to the contrary notwithstanding, and the Trustee shall give notice thereof
to the Issuer, the Company and the Bank (or the Obligor on the Alternate Credit Facility, as the case
may be) and shall give notice by first-class mail thereof to Owners of the Bonds, and the Trustee shall
as promptly as practicable draw moneys under the Letter of Credit or an Alternate Credit Facility,
as the case may be, to the extent available thereunder, in an amount sufficient to pay principal of
and accrued interest on the Bonds to the Bond Payment Date.
The provisions described in the preceding paragraph are subject to the condition that if, so long
as no Letter of Credit or Alternate Credit Facility is outstanding, after the principal of the Bonds
22
shall have been so declared to be due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall cause
to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon
all Bonds and the principal of any and all Bonds which shall have become due otherwise than by reason
of such declaration (with interest upon such principal and, to the extent permissible by law, on overdue
installments of interest, at the rate per annum specified in the Bonds) and such amount as shall be
sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee,
and all Events of Default under the Indenture (other than nonpayment of the principal of Bonds which
shall have become due by said declaration) shall have been remedied, then, in every such case, such
Event of Default shall be deemed waived and such declaration and its consequences rescinded and
annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment
to the Issuer and the Company and shall give notice thereof to Owners of the Bonds by first-class
mail; but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of
Default or impair any right or remedy consequent thereon.
The provisions of the second preceding paragraph are, further, subject to the condition that, if
an Event of Default described in clause (d) or (e) of “THE INDENTURE-Defaults” shall have occurred
and if the Trustee shall thereafter have received notice from the Bank (or the Obligor on the Alternate
Credit Facility, as the case may be) (x) that the notice which caused such Event of Default to occur
has been withdrawn and (y) that the amounts available to be drawn on the Letter of Credit (or the
Alternate Credit Facility, as the case may be) to pay (i) the principal of the Bonds or the portion of
purchase price equal to principal and (ii) interest on the Bonds and the portion of purchase price equal
to accrued interest have been reinstated to an amount equal to the principal amount of the Bonds
outstanding plus accrued interest thereon for the applicable Interest Coverage Period at the Interest
Coverage Rate, then, in every such case, such Event of Default shall be deemed waived and its
consequences rescinded and annulled, and the Trustee shall promptly give written notice of such
waiver, rescission and annulment to the Issuer, the Bank (or the Obligor on the Alternate Credit
Facility, as the case may be), the Company and, prior to conversion to a Fixed Interest Rate, the
Remarketing Agent, and shall give notice thereof to all Owners of the outstanding Bonds (if such
Owners were notified of the acceleration) by first-class mail; but no such waiver, rescission and
annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy
consequent thereon.
Upon the occurrence and continuance of any Event of Default under the Indenture, the Trustee
may, and upon the written request of the Owners of not less than 25% in principal amount of the Bonds
outstanding and receipt of indemnity to its satisfaction shall, pursue any available remedy to enforce
the rights of the Owners of the Bonds and require the Company, the Issuer or the Bank (or the Obligor
on the Alternate Credit Facility, as the case may be) to carry out its agreements, bring suit upon the
Bonds, require the Issuer to account as if it were the trustee of an express trust for the Owners of
the Bonds or enjoin any acts or things which may be unlawful, or in violation of the rights of the
Owners of the Bonds. The Trustee is not required to take any action in respect of an Event of Default
(other than, in certain circumstances, to declare the Bonds to be immediately due and payable) or to
enforce the trusts created by the Indenture except upon the written request of the Owners of not
less than 25% in principal amount of the Bonds then outstanding and receipt of indemnity satisfactory
to it.
The Owners of a majority in principal amount of Bonds then outstanding will have the right to
direct the time, method and place of conducting all remedial proceedings under the Indenture or
exercising any trust or power conferred on the Trustee upon furnishing satisfactory indemnity to
the Trustee and provided that such direction shall not result in any personal liability of the Trustee.
No Owner of any Bond will have any right to institute suit to execute any trust or power of the
Trustee unless such Owner has previously given the Trustee written notice of an Event of Default
and unless the Owners of not less than 25% in principal amount of the Bonds then outstanding have
made written request of the Trustee so to do, and unless satisfactory indemnity has been offered to
the Trustee and the Trustee has not complied with such request within a reasonable time.
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Notwithstanding any other provision in the Indenture, the right of the Owner of any Bond to
receive payment of the principal of, premium, if any, and interest on his Bond on or after the respective
due dates expressed therein, or to institute suit for the enforcement of any such payment on or after
such respective date, will not be impaired or affected without the consent of such Owner of the Bonds.
Defeasance
All or any portions of Bonds (in Authorized Denominations) shall, prior to the maturity or
redemption date thereof, be deemed to have been paid for all purposes of the Indenture when:
(a) in the event said Bonds or portions thereof have been selected for redemption, the
Trustee shall have given, or the Company shall have given to the Trustee in form satisfactory
to it irrevocable instructions to give, notice of redemption of such Bonds or portions thereof;
(b) there shall have been deposited with the Trustee moneys (which constitute Available
Moneys or moneys drawn under the Letter of Credit or an Alternate Credit Facility) in an amount
as shall be sufficient to pay when due the principal of, premium, if any, and interest due and to
become due (which amount of interest to become due shall be calculated at the Maximum Rate)
on said Bonds or portions thereof on and prior to the redemption date or maturity date thereof,
as the case may be;
(c) in the event said Bonds or portions thereof do not mature and are not to be redeemed
within the next succeeding 30 days, the Issuer at the direction of the Company shall have given
the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable in
the same manner as a notice of redemption is given pursuant to the Indenture, a notice to the
Owners of said Bonds or portions thereof that the deposit required by clause (b) above has been
made with the Trustee and that said Bonds or portions thereof are deemed to have been paid
and stating the maturity or redemption date upon which moneys are to be available for the
payment of the principal of and interest on said Bonds or portions thereof; and
(d) the Trustee shall have received written evedence from Moody’s, if the Bonds are then
rated by Moody’s, and S&P, if the Bonds are then rated by S&P, that such action, if it applies
to less than all of the Bonds then Outstanding, will not result in a reduction or withdrawal of
the rating on the Bonds by Moody’s or S&P, as the case may be.
Moneys deposited with the Trustee as described above shall not be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and interest on said
Bonds or portions thereof, or for the payment of the purchase price of Bonds in accordance with the
Indenture; provided that such moneys, if not then needed for such purpose, shall, to the extent
practicable, be invested and reinvested in Government Obligations maturing on or prior to the earlier
of (a) the date moneys may be required for the purchase of Bonds or (b) the Interest Payment Date
next succeeding the date of investment or reinvestment, and interest earned from such investments
shall be paid over to the Company, as received by the Trustee, free and clear of any trust, lien or
pledge.
The provisions of the Indenture relating to (i) the registration and exchange of Bonds, (ii) the
delivery of Bonds to the Remarketing Agent or the Trustee for purchase and the related obligations
of the Remarketing Agent and the Trustee with respect thereto, (iii) the mandatory redemption of
the Bonds in connection with the expiration of the term of the Letter of Credit (or the Alternate Credit
Facility, as the case may be) and (iv) payment of the Bonds from such moneys, shall remain in full
force and effect with respect to all Bonds until the maturity date of the Bonds or the last date fixed
for redemption of all Bonds prior to maturity, notwithstanding that all or any portion of the Bonds
are deemed to be paid; provided, further, that the provisions with respect to registration and exchange
of Bonds shall continue to be effective until the maturity or the last date fixed for redemption of all
Bonds.
In the event the requirements of the next to the last sentence of the next succeeding paragraph
can be satisfied, the preceding three paragraphs shall not apply and the following two paragraphs
shall be applicable.
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Any Bond shall be deemed to be paid within the meaning of the Indenture when (a) payment of
the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof
(whether such due date is by reason of maturity, acceleration or upon redemption as provided in the
Indenture), either(i) shall have been made or caused to be made in accordance with the terms thereof,
or (ii) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably
set aside exclusively for such payment, (1) Available Moneys or moneys drawn under the Letter of
Credit or an Alternate Credit Facility, as the case may be, sufficient to make such payment and/or
(2) Government Obligations purchased with Available Moneys or moneys drawn under the Letter of
Credit or an Alternate Credit Facility, as the case may be, maturing as to principal and interest in
such amount and at such time as will insure, without reinvestment, the availability of sufficient moneys
to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee
and the Registrar pertaining to the Bonds with respect to which such deposit is made shall have been
paid or the payment thereof provided for to the satisfaction of the Trustee. The provisions of clause
(2) of this paragraph shall apply only if (x) the Bond with respect to which such deposit is made is
to mature or be called for redemption prior to the next succeeding date on which such Bond is subject
to purchase as described herein under the caption “THE BONDS-Purchase of Bonds” and (y) the
Company waives, to the satisfaction of the Trustee, its right to convert the interest rate borne by
such Bond. At such times as a Bond shall be deemed to be paid thereunder, as aforesaid, such Bond
shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes
of any such payment from such moneys or Government Obligations.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice
of redemption of such Bonds shall have been previously given in accordance with the Indenture, or
in the event said Bonds are not to be redeemed within the next succeeding 60 days, until the Company
shall have given the Trustee on behalf of the Issuer, in form satisfactory to the Trustee, irrevocable
instructions to notify, as soon as practicable, the Owners of the Bonds, in accordance with the
Indenture, that the deposit required by clause (a)(ii) above has been made with the Trustee and that
said Bonds are deemed to have been paid in accordance with the Indenture and stating the maturity
or redemption date upon which moneys are to be available for the payment of the principal of and
the applicable redemption premium, if any, on said Bonds, plus interest thereon to the due date thereof;
or (b) the maturity of such Bonds.
Removal of Trustee
The Trustee may be removed, and a successor Trustee appointed, (i) by the Issuer, under certain
circumstances, and (ii) with the prior written consent of the Bank (which consent, if unreasonably
withheld, shall not be required), by the Owners of not less than a majority in principal amount of Bonds
at the time outstanding.
Modifications and Amendments
The Indenture may be modified or amended by supplemental indentures without the consent of
or notice to the Owners of the Bonds for any of the following purposes: (a) to cure any formal defect,
omission, inconsistency or ambiguity in the Indenture; (b) to add to the covenants and agreements
of the Issuer under the Indenture or to surrender any right or power reserved or conferred upon the
Issuer which shall not adversely affect the interests of Owners of the Bonds; (c) to confirm, as further
assurance, any pledge of or lien on any property subjected or to be subjected to the lien of the
Indenture; (d) to comply with the Trust Indenture Act of 1939, as amended; (e) to modify, alter, amend
or supplement the Indenture in any other respect which, in the judgment of the Trustee, is not adverse
to the Owners of the Bonds; (f) to change the method for determining the Floating Interest Index
or the Fixed Interest Index, to implement a conversion of an interest rate or to evidence or give effect
to or facilitate the delivery and administration under the Indenture of an Alternate Credit Facility
or a Substitute Letter of Credit; (g) to provide for a depositary to accept tendered Bonds in lieu of
the Remarketing Agent; (h) to provide for uncertificated Bonds or for the issuance of coupons and
bearer Bonds or Bonds registered only as to principal, but only to the extent that such would not
cause interest on the Bonds to become includible in the gross income of the Owners thereof for
purposes of federal income taxation; (i) to secure or maintain a rating for the Bonds in both the highest
25
short-term or commercial paper debt Rating Category (as defined in the Indenture) and in either of
the two highest long-term debt Rating Categories; and (j) to provide demand purchase obligations
to cause the Bonds to be authorized purchases for Investment Companies. Notwithstanding the
foregoing, notice shall be given to the Owners of the Bonds of any supplemental indenture changing
the method of determining the Floating Interest Index or the Fixed Interest Index.
Except for supplemental indentures entered into for the purposes described in the preceding
paragraph, the Indenture will not be modified or amended without the consent of the Owners of not
less than 60% in aggregate principal amount of Bonds outstanding, who shall have the right to consent
to and approve any supplemental indenture; provided that, unless approved in writing by the Owners
of all the Bonds then affected thereby, there will not be permitted (a) a change in the times, amounts
or currency of payment of the principal of, premium, if any, or interest on any Bond, a change in the
terms of the purchase thereof by the Remarketing Agent or the Trustee, or a reduction in the principal
amount or redemption price thereof or the rate of interest thereon, (b) the creation of a claim or lien
on or a pledge of the receipts and revenues of the Issuer under the Agreement ranking prior to or
on a parity with the lien or pledge created by the Indenture, or(c) a reduction in the aggregate principal
amount of Bonds the consent of the Owners of which is required to approve any such supplemental
indenture or which is required to approve any amendment to the Agreement. No amendment of the
Indenture shall be effective without the prior written consent of the Company and the Bank (or the
Obligor on the Alternate Credit Facility, as the case may be).
Amendment of the Agreement
Without the consent of or notice to the Owners of the Bonds, the Issuer may amend the
Agreement, and the Trustee may consent thereto, as may be requ’red (a) by the provisions of the
Agreement and the Indenture, (b) for the purpose of curing any formal defect, omission, inconsistency
or ambiguity, (c) in connection with any other change therein which is not materially adverse to the
Owners of the Bonds or (d) to secure or maintain a rating for the Bonds in both the highest short-term
or commercial paper debt Rating Category and in either of the two highest long-term debt Rating
Categories. The Issuer and the Trustee will not consent to any other amendment of the Agreement
without the written approval or consent of the Owners of not less than 60% in aggregate principal
amount of the Bonds at the time outstanding; provided, however, that, unless approved in writing
by the Owners of all Bonds affected thereby, nothing shall permit, or be construed as permitting, a
change in the obligations of the Company to make Loan Payments or payments to the Trustee or
Remarketing Agent for the purchase of Bonds. No amendment of the Agreement will become effective
without the prior written consent of the Bank (or the Obligor on the Alternate Credit Facility, as the
case may be) and the Company.
UNDERWRITING
E.F. Hutton & Company Inc., as Underwriter, has agreed to purchase the Bonds of each issue
from the Issuer thereof at a purchase price of 100% of the principal amount thereof. The Underwriter
is committed to purchase all of the Bonds of an issue if any are purchased.
The Company has agreed to pay the Underwriter an aggregate fee of $576,450 and indemnify
the Underwriter against certain liabilities, including liabilities under the federal securities laws. The
Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into
investment trusts) and others at prices lower than the offering price stated on the cover page hereof.
After the initial public offering, the public offering price may be changed from time to time by the
Underwriter.
On December 2,1987, Shearson Lehman Brothers Holdings Inc. (“Holdings”), the parent company
of Shearson Lehman Brothers Inc. (“Shearson Lehman”) and The E.F. Hutton Group Inc. (“E.F. Hutton
Group”), the parent company of E.F. Hutton & Company Inc. (“E.F. Hutton”), entered into an
agreement, amended as of December 28,1987 (the “Agreement”), pursuant to which Holdings agreed
to acquire all the outstanding shares of E.F. Hutton Group common stock. Pursuant to a tender offer
for certain of the outstanding shares of E.F. Hutton Group common stock which expired January 12,
1988,32,144,465 shares were tendered and Holdings has agreed to purchase 29,610,OOO shares or 90%
26
of E.F. Hutton Group’s common stock outstanding and available for tender. As permitted by the terms
of the Agreement, Holdings intends to assign its right to purchase the shares to Shearson Lehman.
Following the initial merger of a newly-formed, wholly-owned subsidiary of Shearson Lehman into
E.F. Hutton Group, E.F. Hutton Group will merge into Shearson Lehman as soon as practicable. The
proposed acquisition and merger of E. F. Hutton Group with and into Shearson Lehman is expected
to occur within the first three-quarters of 1988. Upon the effectiveness of the merger of E.F. Hutton
Group with and into Shearson Lehman, the surviving corporation will assume all of the obligations
of E.F. Hutton as Underwriter, as Remarketing Agent and as Indexing Agent with respect to the
Bonds of each issue.
TAXEXEMPTION
The Code contains a number of requirements and restrictions which apply to each issue of Bonds,
including investment restrictions, periodic payments of arbitrage profits to the United States,
requirements regarding the proper use of bond proceeds and the facilities financed therewith, and
certain other matters. The Company and each of the Issuers have covenanted to comply with all
requirements of the Code that must be satisfied in order for the interest on each issue of Bonds to
be excludible from gross income. Failure to comply with certain of such requirements may cause
interest on the related issue or issues of Bonds to become subject to federal income taxation retroactive
to the date of issuance of such Bonds.
Subject to the condition that the Company and the related Issuer comply with the above-
referenced covenants, under present law, in the opinion of Bond Counsel, interest on each issue of
Bonds will not be includible in the gross income of the owners thereof for federal income tax purposes,
except for interest on any Bond for any period during which such Bond is owned by a person who
is a substantial user of the related Project or any person considered to be related to such person (within
the meaning of Section 103(b)(13) of the 1954 Code) and the interest on each issue of Bonds will not
be treated as an item of tax preference in computing the alternative minimum tax for individuals and
corporations (since the Prior Bonds were issued prior to August 8, 1986). Such interest will be taken
into account, however, in computing an adjustment used in determining the alternative minimum tax
for certain corporations.
The Code includes provisions for an alternative minimum tax (“AMT”) for corporations. The AMT
is levied for taxable years beginning after December 31, 1986 in addition to the regular corporate tax
in certain cases. The AMT, if any, depends upon the corporation’s alternative minimum taxable income
(“A,,“), which is the corporation’s taxable income with certain adjustments. One of the adjustment
items used in computing AMTI of a corporation (excluding S corporations, Regulated Investment
Companies, Real Estate Investment Trusts and REMICs) is an amount equal to 50% of the excess
of such corporation’s “adjusted net book income” over an amount equal to its AMTI (before such
adjustment item and the alternative tax net operating loss deduction). For taxable years beginning
after 1989, such adjustment item will be 75% of the excess of such corporation’s “adjusted current
earnings” over an amount equal to its AMTI (before such adjustment item and the alternative tax
net operating loss deduction). Both “adjusted net book income” and “adjusted current earnings” would
include all tax-exempt interest, including interest on each issue of Bonds.
In rendering its opinion with respect to each issue of Bonds, Bond Counsel will rely upon
certifications of the Company with respect to certain material facts solely within the Company’s
knowledge about the Project relating to such issue of Bonds and to the application of the proceeds
of such issue of Bonds and the proceeds of the related issue of Prior Bonds.
Ownership of the Bonds may result in collateral federal income tax consequences to certain
taxpayers, including, without limitation, corporations subject to either the environmental tax or the
branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual
recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to
have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective
purchasers of Bonds should consult their tax advisors as to applicability of any such collateral
consequences.
In the opinion of Chapman and Cutler, Bond Counsel, under present Montana law, interest on
the Forsyth Bonds is exempt from individual income taxes imposed by the State of Montana.
27
In the opinion of Chapman and Cutler, Bond Counsel, under present Wyoming law, the State of
Wyoming imposes no income taxes which would be applicable to the Converse Bonds, the Gillette
Bonds or the two issues of the Sweetwater Bonds.
Except as described above, Bond Counsel expresses no opinion as to whether the Bonds will be
subject to any state or local taxes under applicable state or local law. Prospective purchasers of Bonds
should consult their tax advisors regarding the applicability of any such state or local taxes.
CERTAINLEGALMATTERS
The validity of the Bonds will be passed upon by Chapman and Cutler, Bond Counsel, and the
Underwriter’s obligation to purchase any issue of the Bonds is subject to the issuance of Bond
Counsel’s opinion with respect thereto. Certain legal matters will be passed upon for the Company
by Stoel Rives Boley Jones & Grey, as Counsel for the Company, and for the Underwriter by Kutak
Rock & Campbell, as Counsel to the Underwriter. The validity of the Letter of Credit relating to the
Converse Bonds will be passed upon for The Sumitomo Bank, Limited, by its United States counsel,
Preston, Thorgrimson, Ellis & Holman, and by its Japanese counsel, Nishi, Tanaka & Takahashi. The
validity of the Letter of Credit for the Forsyth Bonds will be passed upon for The Industrial Bank
of Japan, Limited, by its United States counsel, Lillick McHose & Charles, and by its Japanese counsel,
Tokyo Kokusai Law Offices. The validity of the Letter of Credit for the Gillette Bonds will be passed
upon for Deutsche Bank AG by its United States counsel, White & Case, and by its Central Legal
Department. The validity of the Letters of Credit for the Sweetwater Bonds will be passed upon for
National Westminster Bank PLC by its United States counsel, Lillick McHose & Charles, and by its
English counsel, Wilde Sapte.
Chapman and Cutler has represented other parties in matters involving subsidiaries of the
Company where legal fees of Chapman and Cutler have been paid by such subsidiaries.
MISCELLANEOUS
The attached Appendices are an integral part of this Official Statement and must be read together
with all of the balance of this Official Statement.
The distribution of this Official Statement has been duly consented to by each Issuer. Each Issuer,
however, has not reviewed and is not responsible for any information set forth herein except that
information under the heading “THE ISSUERS” insofar as it relates to each such Issuer.
28
APPENDIX A
PACIFICORP
PacifiCorp is a diversified enterprise which conducts four separate businesses: electric operations;
telecommunications; mining and resource development; and financial services. To give recognition to
its diversification into areas other than those relating to a regulated utility, the Company’s name was
changed to PacifiCorp from Pacific Power & Light Company at its annual meeting of stockholders
on June 13, 1984. The Company conducts its electric operations under the name of Pacific Power &
Light Company (“Pacific Power”). Pacific Power furnishes electric service in six western states. A
subsidiary of the Company, Pacific Telecom, Inc., provides telecommunications services in Alaska, six
other western states and Wisconsin and is engaged in other nonregulated activities through its
subsidiaries and equity investees. Another subsidiary, NERCO, Inc., is engaged in surface coal and
precious metals mining, minerals and precious metals exploration, and oil and gas exploration and
development in several regions of the United States. Another subsidiary, PacifiCorp Financial Services
Inc., is primarily engaged in the leasing of equipment, secured lending and general investment activity.
The principal executive offices of the Company are located at 1600 Pacific First Federal Center,
851 Southwest Sixth Avenue, Portland, Oregon 97204; the telephone number is [phone].
PENDING MERGER
The shareholders of PacifiCorp and Utah Power & Light (“UP&L”) approved on December 15,
198’7 a merger of both companies into PC/UP&L Merging Corp., an Oregon corporation (to be renamed
“PacifiCorp”). The merger is described in the Joint Proxy Statement/Prospectus of PacifiCorp and
Utah Power & Light Company dated October 29, 1987, filed as a part of a Registration Statement
on Form S-4 with the Securities and Exchange Commission, Registration No. 33-18164, effective
October 29, 1987. PacifiCorp and UP&L are currently seeking the regulatory approvals required to
effect the merger. UP&L is an electric utility with its principal executive offices located in Salt Lake
City, Utah and conducts its electric utility operations in the States of Utah, Idaho and Wyoming.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934
and in accordance therewith files reports, proxy statements and other information with the Securities
and Exchange Commission. Such reports, proxy statements and other information may be inspected
and copied at the offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; Room
1102, Jacob K. Javits Building, 26 Federal Plaza, New York, New York 10007; Suite 5OOF, 15757
Wilshire Boulevard, Los Angeles, California 90036; and Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604. Copies of such material may be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports, proxy material and other information concerning the Company
may also be inspected at the New York and Pacific Stock Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and Exchange Commission
are incorporated in this Appendix by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1986.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1987.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1987.
(d) Quarterly Report on Form 10-Q for the quarter ended September 30, 1987.
(e) Proxy statement dated June 4, 1987 relating to the Company’s annual meeting of
stockholders held on July 7, 1987.
(f) Current Reports on Form 8-K dated May 7, 1987 and June 4, 1987.
(g) Registration Statement on Form S-4, effective October 29, 1987.
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All reports filed pursuant to Section 13,14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this Official Statement and prior to the termination of the offering made by this Official
Statement shall be deemed to be incorporated by reference in this Appendix A and to be a part hereof
from the date of filing such documents.
The Company hereby undertakes to provide without charge to each person to whom a copy of
this Official Statement has been delivered, on the request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated herein by reference, other
than exhibits to such documents. Requests for such copies should be directed to Robert F. Lanz, Vice
President and Treasurer, PacifiCorp, 1600 Pacific First Federal Center, 851 Southwest Sixth Avenue,
Portland, Oregon 97204. The telephone number is [phone].
The information contained and incorporated by reference in this Appendix A to the Official
Statement has been obtained from the Company. The Issuers and the Underwriter make no
representation as to the accuracy or completeness of such information.
A-2
APPENDIX B
THE SUMITOMO BANK, LIMITED
The Sumitomo Bank, Limited (“Sumitomo”) is a Japanese banking corporation organized under
the banking law of Japan. Sumitomo was formally established in 1895, although its earliest beginnings
date back about 400 years to the early 17th century when Masatomo Sumitomo started certain
businesses in the old capital of Kyoto.
The main business of Sumitomo is providing financial services to individuals, corporations and
governments. Such services include accepting deposits, processing short- and medium-term loans,
effecting money transfers and underwriting Japanese government bonds, national and local, as well
as a wide variety of other services in both domestic and international financial markets. With the
growth of the multinational corporation, Sumitomo has expanded its international services well beyond
the traditional areas of foreign trade and exchange.
Sumitomo is the second largest bank in the world as well as in Japan in terms of assets. As of
March 31, 1987, Sumitomo had total assets of approximately U.S. $265 billion, deposits of
approximately U.S. $179 billion, loans and bills discounted outstanding of approximately U.S. $136
billion and total stockholders’ equity of approximately U.S. $5 billion on a consolidated basis.
Sumitomo took its first step into international banking by concluding a correspondent agreement
with an overseas bank to handle remittance from Japanese citizens living in Hawaii. Shortly thereafter,
Sumitomo was among the first Japanese commercial banks to establish an international network. In
1916, Sumitomo established its first overseas branch in San Francisco. Since that time, Sumitomo has
expanded its international network to 16 branches located in New York, London, Hong Kong,
Dusseldorf, Madrid, Singapore, Brussels, Chicago, Seattle, Panama, Seoul, Milan, Barcelona, Houston,
Cayman and San Francisco; 23 representative offices located in Toronto, Vienna, Jakarta, Mexico City,
Tehran, Cairo, Bahrain, Sydney, Buenos Aires, Bangkok, Paris, Beijing, Kuala Lumpur, Melbourne,
Caracas, Zurich, Guangzhou, Atlanta, Stockholm, Frankfurt, Birmingham, Shanghai and Dailian; eight
subsidiaries, The Sumitomo Bank of California, Banco Sumitomo Brasileiro S.A., Sumitomo
International Finance A.G., Sumitomo Finance Overseas, S.A., Sumitomo Finance (Asia) Limited,
Sumitomo Perpetual Australia Limited, Gotthard Bank and Sumitomo Finance (Middle East) E.C.; and
seven principal affiliates. This network is supplemented by correspondent banking relationships with
over 1,500 institutions.
Sumitomo will provide without charge to each person to whom this Official Statement is delivered,
upon the request of any such person, a copy of its Annual Report. Written requests should be directed
to: The Sumitomo Bank, Limited, Seattle Branch, Suite 4600, 1001 Fourth Avenue Plaza, Seattle,
Washington 98154, Attention: Loan Department.
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APPENDIX C
THE INDUSTRIAL BANK OF JAPAN, LIMITED
The Industrial Bank of Japan, Limited (IBJ) was incorporated as a quasi-governmental financial
institution on March 27,1902, under Japanese law. After World War II, IBJ’s legal status was changed
to that of a private corporation operating under the Long-Term Credit Bank Law, enacted in 1952.
The Long-Term Credit Bank Law provides for the establishment of banks whose specific purpose
is to provide long-term funds for Japanese industry, defined to include loans having maturities of more
than six months. This law further provides that long-term credit banks finance their operations
primarily by the sale of their own debentures. IBJ is also engaged in various securities activities and
provides international banking services, including foreign exchange trading.
IBJ is the oldest and largest of Japan’s long-term credit banks and, in terms of deposits and
debentures, is also one of the largest banks in Japan. According to the July 1987 issue of “Institutional
Investor,” IBJ was the eighth largest bank in the world in terms of assets. On March 31, 1987, on
a nonconsolidated basis, IBJ had total assets of approximately US$194 billion, total loans and bills
discounted outstanding of approximately US$106 billion, total debentures and deposits of approxi-
mately US$154 billion, and total shareholders’ equity of approximately US$3 billion.
In addition to its 24 domestic branches, IBJ has overseas branches in New York, Chicago, London,
Singapore, Paris and Hong Kong; an agency in Los Angeles; representative offices in Atlanta, Houston,
San Francisco, Washington, D.C., Bahrain, Bangkok, Beijing, Dalian, Dusseldorf, Frankfurt/Main,
Guangzhou, Jakarta, Kuala Lumpur, Madrid, Melbourne, Mexico City, Panama, Rio de Janeiro, Sao
Paulo, Shanghai, Sydney and Toronto; and overseas subsidiaries in New York, London, Frank-
furt/Main, Luxembourg, Zurich, Hong Kong, Toronto, Jakarta, Perth and Curacao. IBJ is publicly
owned, and its shares are listed on the Tokyo Stock Exchange and the Osaka Securities Exchange.
IBJ will provide without charge to each person to whom this Official Statement is delivered, upon
the request of any such person, a copy of its latest Annual Report, prepared in accordance with
Japanese law and accounting principles. Written requests should be directed to: The Industrial Bank
of Japan, Limited, Los Angeles Agency, 800 West Sixth Street, Los Angeles, California 90017,
Attention: PacifiCorp Account Manager.
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APPENDIX D
DEUTSCHE BANK AG
Deutsche Bank AG, New York Branch, is a New York State-licensed branch of Deutsche Bank
AG (the “Bank”). The Bank is West Germany’s largest banking institution. It is the parent company
of a group consisting of commercial banks, mortgage banks, investment banking companies and
specialized institutions. The Bank is represented in over 500 towns and cities in the Federal Republic
of Germany through a network of more than 1,100 branches and through a subsidiary in each of Berlin
and the Saarland. The foreign network of the group, which is worldwide, consists of 15 branches, 17
representative offices and 12 wholly-owned subsidiaries of the Bank, including Deutsche Bank (Asia)
AG with 16 branches and subsidiaries, and Banca d’America e d’Italia S.p.A., Milan, of which the Bank
holds 98.3% of the voting shares, with 2 subsidiaries and 99 branches.
As of December 31, 1986, the group had total assets of DM257.2 billion (US$133.8 billion), total
loans of DM179.8 billion (US$93.5 billion), total funds from outside sources of DM233.8 billion (USg121.6
billion) and capital and reserves of DM10.0 billion (US$5.2 billion).
Upon request therefor, the Bank will provide without charge to each person to whom this Official
Statement is delivered a copy of the Annual Report of the Bank, which contains the consolidated
statements of the Bank for the fiscal year ended December 31, 1986. Written requests should be
directed to: Deutsche Bank AG, New York Branch, Post Office Box 890, New York, New York 10101,
Attention: Management.
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APPENDIX E
NATIONAL WESTMINSTER BANK PLC
National Westminster Bank PLC (the “Bank”), together with its subsidiaries (the “Group”), is
engaged in a wide range of banking, financial and related activities in the United Kingdom and
throughout the world.
Based on consolidated total assets and deposits, the Group was the largest banking group in the
United Kingdom at December 31, 1986 and is among the larger international banking groups in the
world. At December 31,1986 the Group reported consolidated total assets of E83.3 billion, consolidated
total deposits of E69.3 billion and consolidated ordinary shareholders’ equity of E4.6 billion. The Group’s
audited financial statements for the fiscal year ended December 31,1986 have been filed on Form 20-F
with the Securities and Exchange Commission.
On July 28, 1987 the Group reported interim pretax profits of $Z251 million after a charge for
debt provisions of E564 million. The charge for bad and doubtful debts mainly reflects sovereign debt
provisions of E496 million. This brings the Group’s total sovereign debt cover to &886 million, which
is 29.5% of its ~3 billion outstandings to 35 problem countries.
The Group currently employs approximately 96,000 people worldwide. Its United Kingdom
operations are conducted directly through the Bank, which is one of the four major London Clearing
Banks, and through three additional banking subsidiaries and other subsidiary companies. Interna-
tional operations are conducted by the Bank and affiliated companies in the United Kingdom and in
36 other countries. The Group’s international business has concentrated on OECD countries and its
exposure to countries with liquidity difficulties is small relative to its total assets.
The Bank announced on August 5, 1987 that it had agreed to a cash purchase of First Jersey
National Corporation, an American banking group in New Jersey, for a purchase price of US9820
million. First Jersey National Corporation is the fourth largest banking group in New Jersey with
114 branches and is a leading institution with state-wide operations. The transaction is expected to
be completed shortly after January 1, 1988 subject to, inter alia, approval by the relevant regulatory
authorities and of the terms of the offer by First Jersey National Corporation shareholders.
On November 27,1987 the Bank announced that it had postponed for the time being its proposals
to undertake a public offering in Japan and to list its ordinary shares on the Tokyo Stock Exchange.
This decision has been taken in view of the significant changes which have taken place in the world
equity markets since the middle of October. The position will be kept under review.
In the United Kingdom the Group is supervised by the Bank of England with which periodic
reports are filed, together with other information as required. The Bank’s San Francisco Overseas
Branch is licensed by the State of California Banking Department and is subject to periodic
examination by the Department. By virtue of its ownership of National Westminster Bank USA, the
Bank is also subject to federal reporting requirements as a bank holding company.
E-l
APPENDIX F
ALTERNATIVE INTEREST RATES
The following is a description of the interest rate and purchase provisions of the Bonds while
the Bonds bear a Daily Interest Rate, Weekly Interest Rate, a Monthly Interest Rate, a Tender Rate
or a Fixed Interest Rate. The method by which the interest rate on the Bonds is determined can be
changed as described in the Official Statement under “CONVERSION OF RATE.”
Interest Provisions
Daily Interest Rate. With respect to each day the Bonds are to bear a Daily Interest Rate, the
Daily Interest Rate shall be determined by the Remarketing Agent to be the interest rate which, in
the judgment of the Remarketing Agent, when borne by the Bonds, would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any; provided, however, that (A) with respect to any day that is not
a Business Day, the Daily Interest Rate shall be the same rate as the Daily Interest Rate established
for the immediately preceding Business Day unless the Remarketing Agent is open for business on
such non-Business Day and determines a rate for such non-Business Day, in which case the Bonds
shall bear interest at the rate so determined, and (B) if for any reason a Daily Interest Rate is not
established by the Remarketing Agent or the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law with respect to any day, the Daily Interest Rate for
such day shall equal the Floating Interest Index determined by the Indexing Agent as of such day.
On the basis of such Daily Interest Rates, the Trustee shall calculate the amount of interest payable
during each Interest Period on the Bonds bearing interest at a Daily Interest Rate.
Weekly Interest Rate. With respect to each week the Bonds are to bear interest at a Weekly
Interest Rate, the Weekly Interest Rate on the Bonds shall be determined by the Remarketing Agent
by 12:00 noon, New York, New York time, on Wednesday of each week to be the interest rate which,
in the judgment of the Remarketing Agent, when borne by the Bonds would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on such date at the principal amount
thereof plus accrued interest, if any. While the Bonds bear interest at the Weekly Interest Rate, the
Remarketing Agent shall on the next to the last Business Day of each Interest Period provide in
writing to the Bank (or the Obligor on the Alternate Credit Facility, as the case may be) and the Trustee
the Weekly Interest Rates in effect during such Interest Period. In the determination of the Weekly
Interest Rate, the following special provisions shall apply:
(1) In the event the Remarketing Agent shall fail or refuse for any week to determine the
Weekly Interest Rate, the Weekly Interest Rate shall be the same as for the next preceding week.
(2) If for any reason (i) a Weekly Interest Rate is not established by the Remarketing Agent
for any two successive weeks or (ii) the rate established by the Remarketing Agent is held to
be invalid or unenforceable by a court of law, the Weekly Interest Rate for such week (or the
second of such successive weeks, in the case of (i) above) shall equal the Floating Interest Index
(as described in the Indenture) determined by the Indexing Agent (initially E.F. Hutton &
Company Inc.) for such week.
Monthly Interest Rate. With respect to each Interest Period the Bonds are to bear interest at
a Monthly Interest Rate, the Monthly Interest Rate shall be determined on the first Business Day
of such Interest Period by the Remarketing Agent to be that rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell the Bonds on the first day of such Interest
Period at the principal amount thereof. If for any reason a Monthly Interest Rate is not established
by the Remarketing Agent or the rate established by the Remarketing Agent is held to be invalid
or unenforceable by a court of law with respect to any Interest Period, the Monthly Interest Rate
for such Interest Period shall equal the Floating Interest Index determined by the Indexing Agent
for such Interest Period.
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Tender Interest Rate. With respect to each Tender Period the Bonds are to bear interest at
a Tender Interest Rate, the Tender Interest Rate shall be determined by the Remarketing Agent as
follows. On the Business Day next preceding the first day of a Tender Period, the Remarketing Agent
shall determine the Tender Interest Rate, which shall be the rate which would be the minimum interest
rate necessary to enable the Remarketing Agent to sell all of the Bonds on the first day of such Tender
Period at the principal amount thereof.
If for any reason a Tender Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law
with respect to any Tender Period, the Tender Interest Rate for such Tender Period shall equal the
Floating Interest Index determined by the Indexing Agent as of the first day of such Tender Period.
Promptly after the determination of each Tender Interest Rate, the Trustee shall mail a notice
by first-class mail to each Owner of a Bond, at the address shown on the registration books of the
Issuer maintained by the Registrar, advising such Owner of such Tender Interest Rate and of the
Tender Period for which such Tender Interest Rate will be in effect. Failure by the Trustee to give
any such notice by mailing, or any defect therein, shall not affect the Tender Interest Rate to be borne
by the Bonds in any Tender Period.
Fixed Interest Rate. The Fixed Interest Rate shall be determined by the Remarketing Agent
as follows. On the Business Day next preceding the effective date of the Fixed Interest Rate, the
Remarketing Agent shall determine the Fixed Interest Rate, which shall be the rate which would be
the minimum interest rate necessary to enable the Remarketing Agent to sell all of the Bonds on
the effective date of the Fixed Interest Rate at the principal amount thereof.
If for any reason the Fixed Interest Rate is not established by the Remarketing Agent or the
rate established by the Remarketing Agent is held to be invalid or unenforceable by a court of law,
the Fixed Interest Rate shall equal the Fixed Interest Index (as defined in the Indenture) determined
by the Indexing Agent as of the effective date of the Fixed Interest Rate.
Promptly after the determination of the Fixed Interest Rate, the Trustee shall mail a notice by
first-class mail to each Owner of a Bond, at the address shown on the registration books of the Issuer
maintained by the Registrar, advising such Owner of such Fixed Interest Rate. Failure by the Trustee
to give any such notice by mailing, or any defect therein, shall not affect the Fixed Interest Rate to
be borne by the Bonds.
Conclusiveness of Determination. The computation of the Floating Interest Index and the
Fixed Interest Index by the Indexing Agent, and the determination of any interest rate by the
Remarketing Agent or the Indexing Agent, shall be conclusive and binding upon the Issuer, the
Trustee, the Bank (or the Obligor on the Alternate Credit Facility, as the case may be), the Company,
the Registrar, the Remarketing Agent and the Owners of the Bonds.
Purchase Provisions
Purchase on Demand of Owner While Bonds Bear Daily interest Rate. While the Bonds bear
interest at a Daily Interest Rate, any Bond shall be purchased on the demand of the Owner thereof,
on any Business Day, at a purchase price equal to the principal amount thereof plus accrued interest,
if any, to the date of purchase (provided that if such Business Day occurs prior to the Interest Payment
Date for any Interest Period and after the Record Date in respect thereto, the purchase price will
equal the principal amount thereof plus accrued interest, if any, only from such Record Date to the
date of purchase), upon (A) delivery to the Remarketing Agent (and at the option of an Owner which
is an Investment Company, with a copy to the Trustee) at its Principal Office, by no later than 9:30
a.m., New York, New York time, on such Business Day, of a written notice or a telephonic notice,
promptly confirmed by tested telex, which states the principal amount of such Bond to be purchased
and the date on which the same shall be purchased pursuant to this paragraph, and (B) delivery of
such Bond (with all necessary endorsements) to the Remarketing Agent at its Principal Office, at or
prior to 9:30 a.m., New York, New York time, on the date specified in such notice.
Purchase on Demand of Owner While Bonds Bear Weekly Interest Rate.
(a) Except as provided in the next sentence, while the Bonds bear interest at a Weekly
Interest Rate, any Bond shall be purchased, on the demand of the Owner thereof, on any
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Wednesday at a purchase price equal to the principal amount thereof plus accrued interest, if
any, to the date of purchase, upon: (i) delivery to the Principal Office of the Remarketing Agent
of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent, in which case
written notice delivered to the Principal Office of the Trustee shall be required) by la00 a.m.,
New York, New York time, on the Tuesday preceding such Wednesday, which states the
aggregate principal amount thereof; (ii) delivery of such Bond (with all necessary endorsements)
and, in the case of a Bond to be purchased prior to the Interest Payment Date for any Interest
Period and after the Record Date in respect thereto, a due-bill, in form satisfactory to the
Remarketing Agent, at the Principal Office of the Remarketing Agent at or prior to 10:00 a.m.,
New York, New York time, on such Wednesday; provided, however, that such Bond shall be so
purchased only if the Bond so delivered to the Remarketing Agent shall conform in all respects
to the description thereof in the aforesaid notice. In the event that in any week both Monday and
Tuesday are not Business Days, or both Tuesday and Wednesday are not Business Days, there
shall be no purchase pursuant to this paragraph for such week; in all other events, the procedures
described in this paragraph to occur on either Tuesday or Wednesday, should either day not be
a Business Day, shall occur on the next succeeding Business Day. An Owner who gives the notice
set forth in clause (i) above may repurchase the Bonds so tendered with such notice on such
Wednesday if the Remarketing Agent agrees to sell the Bonds so tendered to such Owner. If
such Owner decides to repurchase such Bonds and the Remarketing Agent agrees to sell the
specified Bonds to such Owner prior to delivery of such Bonds as set forth in clause (ii)
hereinabove, the delivery requirement set forth in such clause (ii) shall be waived.
(b) While the Bonds bear interest at a Weekly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent of a written notice (and at the option of an Owner
which is an Investment Company, with a copy to the Trustee) which (i) states the aggregate
principal amount of such Bond and (ii) states the date on which such Bond shall be purchased
pursuant to this subparagraph (b), which date shall be a Business Day not prior to the seventh
day next succeeding the date of the delivery of such notice to the Remarketing Agent; and (2)
delivery of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased
prior to the Interest Payment Date for any Interest Period and after the Record Date in respect
thereto, a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 10:00 a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.
Purchase on Demand of Owner While Bonds Bear Monthly Interest Rate.
(a) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Interest Payment Date at a purchase price equal
to the principal amount thereof, upon (1) delivery to the Principal Office of the Remarketing Agent
at or prior to 4:00 p.m., New York, New York time, on the third Business Day prior to such Interest
Payment Date of a telephonic notice (unless the Trustee shall be serving as Remarketing Agent,
in which case written notice delivered to the Principal Office of the Trustee shall be required)
which (i) states the aggregate principal amount of such Bond and (ii) states that such Bond shall
be purchased on such Interest Payment Date pursuant to this subparagraph (a); and (2) the
delivery of such Bond (with all necessary endorsements) at the Principal Office of the Remarketing
Agent at or prior to 10:00 a.m., New York, New York time, on such Interest Payment Date;
provided, however, that such Bond shall be so purchased pursuant to this subparagraph (a) only
if the Bond so delivered to the Remarketing Agent shall conform in all respects to the description
thereof in the aforesaid notice. An Owner who gives the notice set forth in clause (1) hereinabove
may repurchase the Bonds so tendered on such Interest Payment Date if the Remarketing Agent
agrees to sell the Bonds so tendered to such Owner. If such Owner decides to repurchase such
Bonds and the Remarketing Agent agrees to sell the specified Bonds to such Owner prior to
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delivery of such Bonds as set forth in clause (2) hereinabove, the delivery requirement set forth
in such clause (2) shall be waived.
(b) While the Bonds bear interest at a Monthly Interest Rate, any Bond shall be purchased,
on the demand of the Owner thereof, on any Business Day at a purchase price equal to the principal
amount thereof plus accrued interest, if any, to the date of purchase, upon: (1) delivery to the
Principal Office of the Remarketing Agent (and at the option of an Owner which is an Investment
Company, with a copy to the Trustee) of a written notice which (i) states the aggregate principal
amount of such Bond and (ii) states the date on which such Bond shall be purchased pursuant
to this subparagraph (b), which date shall be a Business Day not prior to the seventh day next
succeeding the date of the delivery of such notice to the Remarketing Agent; and (2) delivery
of such Bond (with all necessary endorsements) and, in the case of a Bond to be purchased prior
to the Interest Payment Date for any Interest Period and after the Record Date in respect thereto,
a due-bill, in form satisfactory to the Remarketing Agent, at the Principal Office of the
Remarketing Agent at or prior to 10:00 a.m., New York, New York time, on the date specified
in the aforesaid notice; provided, however, that such Bond shall be so purchased pursuant to this
subparagraph (b) only if the Bond so delivered to the Remarketing Agent shall conform in all
respects to the description thereof in the aforesaid notice.
Purchase While Bonds Bear Tender Interest Rate.
(a) While the Bonds bear interest at a Tender Interest Rate, any Bond shall be purchased
on the day (which is not a Conversion Date) next succeeding the last day of any Tender Period
(a “Purchase Date”) at a purchase price equal to the principal amount thereof unless the Owner
of the Bond delivers a completed Bondholder Election Notice (as defined in the Indenture) to the
Principal Office of the Trustee (as defined in the Indenture) or any office designated by the Trustee
between the opening of business on the twenty-first day next preceding the Purchase Date and
the close of business on the seventh day next preceding the Purchase Date (or if such twenty-first
or seventh day is not a Business Day, the next succeeding Business Day). The delivery of a
Bondholder Election Notice by an Owner to retain his Bond is irrevocable and binding on such
Owner and cannot be withdrawn. The Trustee shall give the Remarketing Agent telephonic notice,
promptly confirmed in writing, specifying the principal amount of Bonds for which Bondholder
Election Notices have been received. Not later than the fifteenth day next preceding the Purchase
Date, the Trustee shall give notice by first-class mail to the Owners of the Bonds stating (i) the
last day of the Tender Period, (ii) that the Bonds will be purchased on the Purchase Date unless
the Owner of the Bond delivers a completed Bondholder Election Notice (a copy of which shall
accompany the notice from the Trustee) to the Trustee as provided in the Indenture between the
opening of business on the twenty-first day and the close of business on the seventh day next
preceding the Purchase Date (or if such seventh day is not a Business Day, the next succeeding
Business Day) and (iii) that after the Purchase Date the Bonds will bear interest at a Tender
Interest Rate for a Tender Period of the same length as the then current Tender Period.
If during any Tender Period the Company fails to deliver to the Trustee a notice of conversion
as described under the caption “CONVERSION OF RATE-conversion to Fixed Interest Rate, Tender
Interest Rate or Floating Interest Rates,” from and after the Purchase Date the Bonds shall bear
interest at a Tender Interest Rate for a Tender Period of the same length as that ending on the
day immediately preceding such Purchase Date.
Any Owner of a Bond who does not deliver a completed Bondholder Election Notice as
described above must deliver such Bond (with any necessary endorsements) to the Principal Office
of the Trustee, not later than 10:00 a.m., New York, New York time, on the Purchase Date.
Any Owner who delivers a completed Bondholder Election Notice as described above in order
to retain a portion of a Bond must deliver such Bond (with any necessary endorsements) to the
Principal Office of the Trustee at the same time as the delivery of such Bondholder Election Notice.
If an Owner so elects to retain a portion of a Bond, the Trustee shall, in accordance with the
provisions of the Indenture, deliver to such Owner a principal amount of Bonds in Authorized
Denominations equal to the portion of the Bond so retained.
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(b) Bonds or portions thereof to be purchased as provided in paragraph (a) above which are
not delivered by the Owners thereof to the Trustee as above provided shall nonetheless be deemed
to have been delivered by the Owner thereof for purchase and to have been purchased; provided
that there have been irrevocably deposited with the Trustee moneys in accordance with the
Indenture in an amount sufficient to pay the purchase price of such Bonds. Thereafter, the Trustee
shall authenticate a new Bond as provided in the Indenture. Moneys deposited with the Trustee
for purchase of Bonds pursuant to the Indenture shall be held in trust in a separate escrow account
(without liability for interest thereon) and shall be paid to the Owners of such Bonds upon
presentation thereof. The Trustee shall within five days after the Purchase Date give written
notice to the Company whether Bonds have not been delivered, and upon direction to do so by
the Company, the Trustee shall give notice by mail to each Owner whose Bonds are deemed to
have been purchased pursuant to the Indenture, which notice shall state that interest on such
Bonds ceased to accrue on the Purchase Date and that moneys representing the purchase price
of such Bonds are available against delivery thereof at the Principal Ofice of the Trustee. The
Trustee shall hold moneys deposited by the Company or drawn by the Trustee under the Letter
of Credit or an Alternate Credit Facility, as the case may be, for the purchase of Bonds as provided
in the Indenture, without liability for interest thereon, for the benefit of the former Owner of
the Bond on such Purchase Date, who shall thereafter be restricted exclusively to such moneys
for any claim of whatever nature on his part under the Indenture or on, or with respect to, such
Bond. Any moneys so deposited with and held by the Trustee not so applied to the payment of
Bonds, if any, within six months after such Purchase Date shall be paid by the Trustee to the
Bank (or the Obligor on the Alternate Credit Facility, as the case may be) to the extent of any
amount payable under the Reimbursement Agreement, and the balance shall be paid by the
Trustee to the Company upon the written direction of the Authorized Company Representative
consented to in writing by the Bank (or the Obligor on the Alternate Credit Facility, as the case
may be), and thereafter the former owners shall be entitled to look only to the Company for
payment, and then only to the extent of the amount so repaid to the Bank (or the Obligor on the
Alternate Credit Facility, as the case may be) and/or the Company, and the Company shall not
be liable for any interest thereon and shall not be regarded as a trustee of such money.
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. .
SUMMARYTABLE
The information contained in this table is summary in nature and is qualified in its entirety by reference to the remainder of the Official Statement
to which this is attached. the Indentures and the Bonds.
CP PROGRAM
SUMMARY OF MODES
(Initial Mode: CP)
Glossary
Bank-Bank or Obligor on the CD or Conversion Date-The effective date of a conversion from one
Alternate Credit Facility, as method of determining the interest rate to another
the case may be CP Date-For each Bond, the first day next succeeding the last day
BD-Business Day of a CP Period
BH-Bond Holder CP Parameters-The parameters stated in the Indenture for estab-
lishing CP Periods
CP Period-For each Bond, the period (I-270 days or, at Company’s
option, l-365 or -366 days, as applicable to a particular year)
which is selected by the BH
IAD--Interest Accrual Date
IPD--Interest Payment Date
LC-The initial Letter of Credit or any Alternate Credit Facility
PD or Purchase Date-For each Bond bearing Tender Rate, the day
on which a BH may demand purchase at par
RA-Remarketing Agent
RD-Record Date
TP or Tender Period-For each Bond bearing a Tender Rate, the
period of time in integral six-month periods ending on the day
preceding the PD
‘IT-Trustee
Note: All times set forth are New York City time.
1. Structure
Authorized
Denominations
BH Option to Tender
Floating Rate and Tender Rate (Put Periods less than maximum CP Period) Tender Rate Fixed Rate
CP
$100,000 or integral
multiples
On the CP Date with
delivery of Bond to
RA, unless BH gives
written or telephonic
notice to RA by
5 p.m. on BD next
preceding CP Date of election not to ten-
~iZs,“,e~?~~R%tice
not given.
Daily
Same
On any BD with
written or telephonic
notice to RA by 9:30
a.m. and delivery of
Bond to RA by 930
a.m.
Weekly
Same
(i) On any BD with 7 days’ written notice to RA (Investment Company has ri ht to send copy to +iT) and delivery of Bond to RA by 10 a.m. on
ii urchase date speci- ed in the notice or (ii) on any Wed. with
telephonic notice to
RA (if ‘IT is serving as RA, written notice
to ‘IT) the receding
Tues. by 1 f a.m. and
delivery of Bond to
RA by 10 a.m. on
Wed.
Monthly
Same
(i) On any BD with ‘7 days’ written notice to RA (Investment Company has ri ht to send copy to +b and delivery of Bond to RA by 10 a.m. on
i
urchase date speci-
ed in the notice or
(ii) on any IPD with
3 BDs’ telephonic no-
tice to RA and deliv-
ery of Bond to RA
b 10 a.m. on the
IHD.
One Year or Longer Tender Period
$5,600 or integral Same Same multiples
Bonds deemed ten- Same dered on PD unless
Not Applicable
BH notifies RA be- tween the 21st day prior to such date and the 7th such day prior to such date
that he wishes to
keep his Bond and
delivers a Bond-
holder Election No-
tice to such effect.
CP
I. Structure (cont.)
Frequency of Change Each Bond’s rate in Interest Rate (not including conver$ion)
Interest Rate Determination
Interest Rate Announced
Floating Rate and Tender Rate (Put Periods less than 270 Days) Tender Rate Fixed Rate
B-Month Tender One Year or Longer
Daily Weekly Monthly Period Tender Period
Daily Weekly (effective Monthlv Semiannuallv Each PD Not Annlicable
changes on its re- specttve CP Date Wed.-Tues.) -.
The interest rate will be the rate per annum determined by the RA to be the rate necessary to enable the RA to sell such Bond at par plus accrued interest, if applicable, on the date such interest rate is to take effect.
On the CP Date Each BD 12 noon of each Wed. First BD of calendar Same month 21 days prior to PD,, notice to BH of mim- 21 days prior to CD,. notice to BH of mim- mum and maximum mum and maximum interest rates; actual interest rates; actual interest rate an- interest rate an- nounced on BD prior
to PD nounced on BD prior to CD
CP Date Fifth day after last
da
Each January 1 and Same Same
ca endar month P
of preceding
r;;sthBD of each In’,irs\lBD of each
July 1
In all cases, on IPD by check or draft to registered owner as of Record Date; wire transfer at option of owners of $1 million or more.
g;;& Payment
Interest Payment
f;r;yt Accrual
9 4 Record Date
Accrued Interest
Calculation
Optional Redemption
Mandatory
Redemption
Mandatory Purchase
or Redemption
Right of BH to Opt
Out of Mandatory
Redemption Upon
Conversion
Last day of CP
Period
ko;tt$ay of calendar
Third day precedin IAD exce t when P Period is ess than 4 p t IAD
days, in which case, tpheiAd day of CP
365/366 and actual Same
days elapsed
$; gq;;f;;;fz;te Same
ing calendar month
First day on which the interest rate is FLhd day preceding
determined next pre- ceding an IPD
fp”x next preceding
Fifteenth day of cal- endar month preced- ing IPD
Same
Same
Same
Same
Same Same 360-day year of 12 30-da months, ac-
tual ays elapsed CT
Same Same
In Floating Rate structures upon 30 days’ notice, in whole or in part, on an
Tender Rate and Fixed Rate structures, Optional Redemption and No-Call 8.
IPD, or with respect to CP Bonds, on any BD, at par plus accrued interest, if any. In
eriod set forth on pages 17 and 18 of the Official Statement.
While Bonds bear Tender Rate or Fixed Rate, in whole or in part upon the occurrence of determination of taxability.
In all cases, upon CD and on IPD or BD preceding expiration or termination of Letter of Credit or Alternate Credit Facility.
Notice to ‘IT on or Same Same Same Notice to TI’ on or Same Same before 3rd BD prior
to CD
F;f;; 6th BD prior
Floating Rate and Tender Rate (Put Periods less than 270 Days) Tender Rate Fixed Rate
One Year or Longer
CP Daily Weekly Monthly 6.Mo;;F,T;nder Tender Period
II. Adjustment of Structure by Company
E;;vve”rft Decision to
Interest Rate to which Bonds can be
converted
Date Conversion
Becomes Effective
Notice to BH of Conversion
Opinion of Counsel Required to Convert
At Company’s discre- Same Same Same
tion, with notice to
FL&M’, Issuer and
In all cases, Bonds can be converted to a Floating Rate, any Tender Rate or a Fixed Rate.
Same Same Same
Any BD not less Same Same Same IPD
than 30 days after Company ,gives no-
iiz&%?E~r:~~
10 to 15 days prior Same Same Same to CD
Yes Yes Yes Yes
Same
Yes
bt?o;fter No-Call Same
Same
Yes
Same
Yes

D-1
APPENDIX D

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

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

E-1
APPENDIX E

[FORM OF LETTER OF CREDIT]

IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

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

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

Attention: Corporate Trust Department

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Very truly yours,

JPMorgan Chase Bank, N.A.

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

E-6

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

Attn: Standby Letter of Credit Unit

Ladies and Gentlemen:

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

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

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

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

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

E-7

NOTICE OF TERMINATION

[Date]

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

Attn: Standby Letter of Credit Unit

Ladies and Gentlemen:

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

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

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

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

By
[Title of Authorized
Representative]

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

E-8

INTEREST DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

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

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

(Signature Page Follows)

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

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

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

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

E-10

REDEMPTION DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

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

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

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

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

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

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

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

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

(Signature Page Follows)

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

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

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

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

E-13

LIQUIDITY DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

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

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

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

E-14

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

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

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

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

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

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

E-15

ACCELERATION DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

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

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

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

(Signature Page Follows)

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

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

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

E-17

STATED MATURITY DRAWING CERTIFICATE

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

Attn: Standby Letter of Credit Unit

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

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

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

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

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

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

E-19
REDUCTION CERTIFICATE

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

Attn: Standby Letter of Credit Unit

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

1. The Beneficiary is the Trustee under the Indenture.

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

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

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

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

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

E-20

NOTICE OF REDUCTION AMENDMENT

[Date]
CUSIP No. 346668 BG0

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

Attention:

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

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

JPMorgan Chase Bank, N.A.

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

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

Attn: Standby Letter of Credit Unit

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

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

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

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

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

Sincerely yours,

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

________________________________________________
(Transferor’s Authorized Signature)

(Print Authorized Signers Name and Title)

(Telephone Number/Fax Number)

Acknowledged:

(Print Name of Transferee)

(Transferee’s Authorized Signature)

(Print Authorized Signers Name and Title)

(Telephone Number/Fax Number)

Acknowledged as of ___________, 20__:

JPMorgan Chase Bank, N.A.

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

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

(Telephone Number)

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

(Print Name of Bank)

(Address of Bank)

(City, State, Zip Code)

(Print Name and Title of Authorized Signer)

(Authorized Signature)

(Telephone Number)

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

E-23

NOTICE OF EXTENSION AMENDMENT

[Date]
CUSIP No. 346668 BG0

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

Attention:

Ladies and Gentlemen:

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

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

JPMorgan Chase Bank, N.A.

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

E-24
REINSTATEMENT CERTIFICATE

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

Attn: Standby Letter of Credit Unit

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

1. The undersigned is the Trustee under the Indenture.

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

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

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

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

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

The Bank of New York Mellon Trust
Company, N.A.
as Trustee
By
[Title of Authorized
Representative] (Title)
EXECUTION COPY
20261649.7

FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT

Dated as of March 27, 2013

by and between

PACIFICORP,
as Borrower

and

JPMORGAN CHASE BANK, N.A.
as the “Bank”

$45,000,000
Emery County, Utah
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1991

1
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT dated as of March
27, 2013 (this “First Amendment”) amends that certain Reimbursement Agreement dated as of April 18,
2012 (the “Reimbursement Agreement”) between PACIFICORP, an Oregon corporation (the
“Borrower”), and JPMORGAN CHASE BANK, N.A. (“JPMCB”), a national banking association, as the
issuer of the Letter of Credit referred to in the Reimbursement Agreement (the “Bank”).
WITNESSETH:
WHEREAS, in support of the Bonds (such term and each other capitalized term used herein and
not otherwise defined having the meaning referred to in Article I hereof or set forth in Section 2.01
hereof), the Bank issued its Letter of Credit No. (the “Letter of Credit”) on April 18, 2012
pursuant to the terms and conditions of the Reimbursement Agreement and the Initial Credit Agreement;
WHEREAS, the Borrower has requested (a) that the Letter of Credit remain outstanding and
subject to the terms and conditions of the Reimbursement Agreement, as may be amended from time to
time, but, in lieu of being subject to the terms and conditions of the Initial Credit Agreement, that it
constitute an “Existing Bond Letter of Credit” under, and be subject to the terms of, the Credit Agreement
and (b) that the Stated Expiration Date of the Letter of Credit be extended to March 27, 2015; and
WHEREAS, in accordance with the foregoing, the parties have agreed to amend the
Reimbursement Agreement and extend the Letter of Credit as set forth herein;
NOW THEREFORE, in consideration of the premises and agreements herein set forth, and for
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I

DEFINITIONS
Initially capitalized terms and phrases used in this First Amendment and not defined elsewhere in
this First Amendment shall have the meanings ascribed to them in the Reimbursement Agreement.
ARTICLE II

AMENDMENTS OF REIMBURSEMENT AGREEMENT
Subject to the satisfaction of the conditions in Article IV, the Reimbursement Agreement is
hereby amended as follows:
SECTION 2.01. Amendments to Section 1.01 of the Reimbursement Agreement.
(a) The definition of “Bank” is deleted in its entirety and the following is substituted
therefor:
“Bank” means JPMorgan Chase Bank, N.A., as issuer of the Letter of Credit, and
its successors and assigns, and as an LC Issuing Bank under the Credit Agreement.

2
(b) The definition of “Credit Agreement” is deleted in its entirety and the following
is substituted therefor:
“Credit Agreement” means that certain Credit Agreement dated as of March 27,
2013 among the Borrower, the banks, financial institutions and other institutional lenders
party thereto from time to time, JPMCB, as the administrative agent thereunder and the
letter of credit issuing banks party thereto from time to time, as amended or
supplemented from time to time.
(c) The definition of “Fee Letter” is deleted in its entirety and the following is
substituted therefor:
“Fee Letter” means, collectively, (i) the letter agreement dated February 19, 2013
among the Borrower, JPMCB, Barclays Bank PLC and Wells Fargo Bank, National
Association, and (ii) the letter agreement dated March 27, 2013 between the Borrower
and JPMCB relating to this Agreement.
(d) The definition of “Official Statement” is deleted in its entirety and the following
is substituted therefor:
“Official Statement” means the Supplement to Official Statement dated March
27, 2013 relating to the Bonds, including the documents incorporated therein by
reference.
(e) New definitions are added to Section 1.01 as follows:
“Effective Date” means March 27, 2013.
“Initial Credit Agreement” means that certain Amended and Restated Credit
Agreement dated as of July 6, 2006 among the Borrower, various banks identified therein
and JPMCB, as the administrative agent, as amended or supplemented from time to time.
SECTION 2.02. Amendment to Section 1.02 of the Reimbursement Agreement.
Section 1.02 of the Reimbursement Agreement is hereby amended by striking the second
sentence thereof and substituting the following therefor:
“To the extent any provision of this Agreement conflicts with any provision of the Credit
Agreement, the provisions of the Credit Agreement shall control as between the Borrower and the
Bank.”
SECTION 2.03. Amendments to Section 2.01 of the Reimbursement Agreement.
Section 2.01 of the Reimbursement Agreement is hereby amended by striking the first sentence
thereof and substituting the following therefor:
“The Bank issued the Letter of Credit to the Trustee as beneficiary on the Closing Date
pursuant to the terms and conditions of this Agreement and the Initial Credit Agreement. As of
the Effective Date, the Letter of Credit shall remain outstanding and subject to the terms and
conditions of this Agreement but, in lieu of being additionally subject to the terms and conditions

3
of the Initial Credit Agreement, shall constitute an “Existing Bond Letter of Credit” (as defined in
the Credit Agreement) and be subject to the terms and conditions of the Credit Agreement.”
SECTION 2.04. Amendment to Section 2.04 of the Reimbursement Agreement.
Section 2.04(a) of the Reimbursement Agreement is hereby amended by striking the first sentence
thereof and substituting the following therefor:
“The Borrower agrees to reimburse the Bank for the full amount of any drawing made
under the Letter of Credit, upon payment by the Bank of each such drawing, on the date specified
pursuant to Section 2.04(d) of the Credit Agreement.”
SECTION 2.05. Amendments to Section 2.11 of the Reimbursement Agreement.
The text of Section 2.11(a) of the Reimbursement Agreement is hereby deleted in its entirety and
the following is substituted therefor:
“The Bank issued the Letter of Credit pursuant to the terms and conditions of this
Agreement and the Initial Credit Agreement. As set forth in Section 2.01 of this Agreement, as of
the Effective Date the Letter of Credit shall remain outstanding and subject to the terms and
conditions of this Agreement but, in lieu of being additionally subject to the terms and conditions
of the Initial Credit Agreement, shall constitute an “Existing Bond Letter of Credit” (as defined in
the Credit Agreement) and be subject to the terms and conditions of the Credit Agreement. The
parties hereto covenant and agree that the provisions of the Credit Agreement shall apply to and
govern with respect to the issuance of the Letter of Credit, the LC Outstandings arising as a result
thereof and all other matters relating thereto.”
Section 2.11(b) of the Reimbursement Agreement is hereby amended by striking the phrase “any
Reimbursement Obligation under Section 2.17(c) of the Credit Agreement” and substituting therefor the
new phrase “any Reimbursement Amount under Section 2.04(d) of the Credit Agreement”.
SECTION 2.06. Amendment to Section 2.12(a) of the Reimbursement Agreement.
Section 2.12(a) of the Reimbursement Agreement is hereby amended by striking the first sentence
thereof and substituting the following therefor:
“At any time there shall remain no less than ninety (90) days to the then current Stated
Expiration Date of the Letter of Credit, the Borrower may request the Bank to extend the then
current Stated Expiration Date for a period of not less than one year.”
Amendment to Section 2.13 of the Reimbursement Agreement.
Section 2.13 of the Reimbursement Agreement is hereby amended by inserting the following new
sentence at the beginning thereof:
“The occurrence of an Event of Default under the Credit Agreement shall constitute the
occurrence of an Event of Default under this Agreement.”

4
ARTICLE III

EXTENSION OF LETTER OF CREDIT
Subject to the satisfaction of the conditions in Article IV, the Stated Expiration Date shall be
extended to March 27, 2015 by execution and delivery by the Bank on the Effective Date of a Notice of
Extension Amendment substantially in the form attached to the Letter of Credit as Annex K.
ARTICLE IV

CONDITIONS PRECEDENT
The Bank’s execution and delivery of this First Amendment and its extension of the Stated
Expiration Date of the Letter of Credit to March 27, 2015 shall be subject to the satisfaction of the
following on or before the Effective Date:
(a) the Bank shall have received a counterpart hereof signed by the Borrower;
(b) the Bank shall have received from counsel for the Borrower an opinion in form
and substance reasonably satisfactory to the Bank;
(c) (i) the conditions precedent set forth in Section 3.01 and 3.02 of the Credit
Agreement shall have been satisfied and the Credit Agreement shall be in full force and effect
and (ii) the Bank shall constitute an “LC Issuing Bank” and the Letter of Credit shall constitute an
“Existing Bond Letter of Credit” under the Credit Agreement;
(d) the Bank shall have received a certificate of a duly authorized officer of the
Borrower, dated the Effective Date, stating the Related Documents are in full force and effect and
for each Related Document either (a) such certificate shall state such Related Document has not
been amended since the date of issuance of the Letter of Credit or (b) there shall be attached to
such certificate a true and correct copy of any amendment entered into after the date of issuance
of the Letter of Credit; and

(e) the Bank shall have received such other documents, certificates, instruments,
approvals and, if requested by the Bank, certified duplicates of executed copies thereof, and
opinions as the Bank may reasonably request.
ARTICLE V

MISCELLANEOUS PROVISIONS
SECTION 5.01. Ratification.
Except for those provisions specifically amended pursuant to Article II hereof, all other
provisions of the Reimbursement Agreement shall and do remain in effect and unchanged. In executing
and delivering this First Amendment, the Bank shall be entitled to all of the privileges and immunities
afforded to the Bank under the terms and provisions of the Reimbursement Agreement. Upon the
effectiveness of this First Amendment, each reference in the Reimbursement Agreement to “this
Agreement”, this “Reimbursement Agreement”, “hereunder”, “hereof” or words of like import referring
to the Reimbursement Agreement shall mean and be a reference to the Reimbursement Agreement as
amended by this First Amendment.

5
SECTION 5.02. Counterparts.
This First Amendment may be executed in counterparts, and each such counterpart shall be
considered an original and all shall constitute one and the same instrument.
SECTION 5.03. Applicable Law.
This First Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.
SECTION 5.04. Waiver of Jury.
To the fullest extent permitted by law, each of the parties hereto waives any right it may have to a
trial by jury in respect of litigation directly or indirectly arising out of, under or in connection with this
First Amendment. Each party further waives any right to consolidate any action in which a jury trial has
been waived with any other action in which a jury trial cannot be or has not been waived.
SECTION 5.05. Severability.
If any provision of this First Amendment shall be held or deemed to be, or shall in fact be, illegal,
inoperative or unenforceable, the same shall not affect any other provision herein contained or render the
same invalid, inoperative or unenforceable to any extent whatever.
SECTION 5.06. Captions.
The captions in this First Amendment are for convenience of reference only and shall not define
or limit the provisions hereof.

EXECUTION COPY

20332531.5

FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT

Dated as of March 27, 2013

by and between

PACIFICORP,
as Borrower

and

JPMORGAN CHASE BANK, N.A.
as the “Bank”

$45,000,000
City of Forsyth, Rosebud County, Montana
Customized Purchase Pollution Control
Revenue Refunding Bonds (PacifiCorp
Project), Series 1988

1
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT dated as of March
27, 2013 (this “First Amendment”) amends that certain Reimbursement Agreement dated as of April 18,
2012 (the “Reimbursement Agreement”) between PACIFICORP, an Oregon corporation (the
“Borrower”), and JPMORGAN CHASE BANK, N.A. (“JPMCB”), a national banking association, as the
issuer of the Letter of Credit referred to in the Reimbursement Agreement (the “Bank”).
WITNESSETH:
WHEREAS, in support of the Bonds (such term and each other capitalized term used herein and
not otherwise defined having the meaning referred to in Article I hereof or set forth in Section 2.01
hereof), the Bank issued its Letter of Credit No. (the “Letter of Credit”) on April 18, 2012
pursuant to the terms and conditions of the Reimbursement Agreement and the Initial Credit Agreement;
WHEREAS, the Borrower has requested (a) that the Letter of Credit remain outstanding and
subject to the terms and conditions of the Reimbursement Agreement, as may be amended from time to
time, but, in lieu of being subject to the terms and conditions of the Initial Credit Agreement, that it
constitute an “Existing Bond Letter of Credit” under, and be subject to the terms of, the Credit Agreement
and (b) that the Stated Expiration Date of the Letter of Credit be extended to March 27, 2015; and
WHEREAS, in accordance with the foregoing, the parties have agreed to amend the
Reimbursement Agreement and extend the Letter of Credit as set forth herein;
NOW THEREFORE, in consideration of the premises and agreements herein set forth, and for
other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I

DEFINITIONS
Initially capitalized terms and phrases used in this First Amendment and not defined elsewhere in
this First Amendment shall have the meanings ascribed to them in the Reimbursement Agreement.
ARTICLE II

AMENDMENTS OF REIMBURSEMENT AGREEMENT
Subject to the satisfaction of the conditions in Article IV, the Reimbursement Agreement is
hereby amended as follows:
SECTION 2.01. Amendments to Section 1.01 of the Reimbursement Agreement.
(a) The definition of “Bank” is deleted in its entirety and the following is substituted
therefor:
“Bank” means JPMorgan Chase Bank, N.A., as issuer of the Letter of Credit, and
its successors and assigns, and as an LC Issuing Bank under the Credit Agreement.

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(b) The definition of “Credit Agreement” is deleted in its entirety and the following
is substituted therefor:
“Credit Agreement” means that certain Credit Agreement dated as of March 27,
2013 among the Borrower, the banks, financial institutions and other institutional lenders
party thereto from time to time, JPMCB, as the administrative agent thereunder and the
letter of credit issuing banks party thereto from time to time, as amended or
supplemented from time to time.
(c) The definition of “Fee Letter” is deleted in its entirety and the following is
substituted therefor:
“Fee Letter” means, collectively, (i) the letter agreement dated February 19, 2013
among the Borrower, JPMCB, Barclays Bank PLC and Wells Fargo Bank, National
Association, and (ii) the letter agreement dated March 27, 2013 between the Borrower
and JPMCB relating to this Agreement.
(d) The definition of “Official Statement” is deleted in its entirety and the following
is substituted therefor:
“Official Statement” means the Supplement to Official Statement dated March
27, 2013 relating to the Bonds, including the documents incorporated therein by
reference.
(e) New definitions are added to Section 1.01 as follows:
“Effective Date” means March 27, 2013.
“Initial Credit Agreement” means that certain Amended and Restated Credit
Agreement dated as of July 6, 2006 among the Borrower, various banks identified therein
and JPMCB, as the administrative agent, as amended or supplemented from time to time.
SECTION 2.02. Amendment to Section 1.02 of the Reimbursement Agreement.
Section 1.02 of the Reimbursement Agreement is hereby amended by striking the second
sentence thereof and substituting the following therefor:
“To the extent any provision of this Agreement conflicts with any provision of the Credit
Agreement, the provisions of the Credit Agreement shall control as between the Borrower and the
Bank.”
SECTION 2.03. Amendments to Section 2.01 of the Reimbursement Agreement.
Section 2.01 of the Reimbursement Agreement is hereby amended by striking the first sentence
thereof and substituting the following therefor:
“The Bank issued the Letter of Credit to the Trustee as beneficiary on the Closing Date
pursuant to the terms and conditions of this Agreement and the Initial Credit Agreement. As of
the Effective Date, the Letter of Credit shall remain outstanding and subject to the terms and
conditions of this Agreement but, in lieu of being additionally subject to the terms and conditions

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of the Initial Credit Agreement, shall constitute an “Existing Bond Letter of Credit” (as defined in
the Credit Agreement) and be subject to the terms and conditions of the Credit Agreement.”
SECTION 2.04. Amendment to Section 2.04 of the Reimbursement Agreement.
Section 2.04(a) of the Reimbursement Agreement is hereby amended by striking the first sentence
thereof and substituting the following therefor:
“The Borrower agrees to reimburse the Bank for the full amount of any drawing made
under the Letter of Credit, upon payment by the Bank of each such drawing, on the date specified
pursuant to Section 2.04(d) of the Credit Agreement.”
SECTION 2.05. Amendments to Section 2.11 of the Reimbursement Agreement.
The text of Section 2.11(a) of the Reimbursement Agreement is hereby deleted in its entirety and
the following is substituted therefor:
“The Bank issued the Letter of Credit pursuant to the terms and conditions of this
Agreement and the Initial Credit Agreement. As set forth in Section 2.01 of this Agreement, as of
the Effective Date the Letter of Credit shall remain outstanding and subject to the terms and
conditions of this Agreement but, in lieu of being additionally subject to the terms and conditions
of the Initial Credit Agreement, shall constitute an “Existing Bond Letter of Credit” (as defined in
the Credit Agreement) and be subject to the terms and conditions of the Credit Agreement. The
parties hereto covenant and agree that the provisions of the Credit Agreement shall apply to and
govern with respect to the issuance of the Letter of Credit, the LC Outstandings arising as a result
thereof and all other matters relating thereto.”
Section 2.11(b) of the Reimbursement Agreement is hereby amended by striking the phrase “any
Reimbursement Obligation under Section 2.17(c) of the Credit Agreement” and substituting therefor the
new phrase “any Reimbursement Amount under Section 2.04(d) of the Credit Agreement”.
SECTION 2.06. Amendment to Section 2.12(a) of the Reimbursement Agreement.
Section 2.12(a) of the Reimbursement Agreement is hereby amended by striking the first
sentence thereof and substituting the following therefor:
“At any time there shall remain no less than ninety (90) days to the then current Stated
Expiration Date of the Letter of Credit, the Borrower may request the Bank to extend the then
current Stated Expiration Date for a period of not less than one year.”
Amendment to Section 2.13 of the Reimbursement Agreement.
Section 2.13 of the Reimbursement Agreement is hereby amended by inserting the following new
sentence at the beginning thereof:
“The occurrence of an Event of Default under the Credit Agreement shall constitute the
occurrence of an Event of Default under this Agreement.”

4
ARTICLE III

EXTENSION OF LETTER OF CREDIT
Subject to the satisfaction of the conditions in Article IV, the Stated Expiration Date shall be
extended to March 27, 2013 by execution and delivery by the Bank on the Effective Date of a Notice of
Extension Amendment substantially in the form attached to the Letter of Credit as Annex K.
ARTICLE IV

CONDITIONS PRECEDENT
The Bank’s execution and delivery of this First Amendment and its extension of the Stated
Expiration Date of the Letter of Credit to March 27, 2013 shall be subject to the satisfaction of the
following on or before the Effective Date:
(a) the Bank shall have received a counterpart hereof signed by the Borrower;
(b) the Bank shall have received from counsel for the Borrower an opinion in form
and substance reasonably satisfactory to the Bank;
(c) (i) the conditions precedent set forth in Section 3.01 and 3.02 of the Credit
Agreement shall have been satisfied and the Credit Agreement shall be in full force and effect
and (ii) the Bank shall constitute an “LC Issuing Bank” and the Letter of Credit shall constitute an
“Existing Bond Letter of Credit” under the Credit Agreement;
(d) the Bank shall have received a certificate of a duly authorized officer of the
Borrower, dated the Effective Date, stating the Related Documents are in full force and effect and
for each Related Document either (a) such certificate shall state such Related Document has not
been amended since the date of issuance of the Letter of Credit or (b) there shall be attached to
such certificate a true and correct copy of any amendment entered into after the date of issuance
of the Letter of Credit; and

(e) the Bank shall have received such other documents, certificates, instruments,
approvals and, if requested by the Bank, certified duplicates of executed copies thereof, and
opinions as the Bank may reasonably request.
ARTICLE V

MISCELLANEOUS PROVISIONS
SECTION 5.01. Ratification.
Except for those provisions specifically amended pursuant to Article II hereof, all other
provisions of the Reimbursement Agreement shall and do remain in effect and unchanged. In executing
and delivering this First Amendment, the Bank shall be entitled to all of the privileges and immunities
afforded to the Bank under the terms and provisions of the Reimbursement Agreement. Upon the
effectiveness of this First Amendment, each reference in the Reimbursement Agreement to “this
Agreement”, this “Reimbursement Agreement”, “hereunder”, “hereof” or words of like import referring
to the Reimbursement Agreement shall mean and be a reference to the Reimbursement Agreement as
amended by this First Amendment.

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SECTION 5.02. Counterparts.
This First Amendment may be executed in counterparts, and each such counterpart shall be
considered an original and all shall constitute one and the same instrument.
SECTION 5.03. Applicable Law.
This First Amendment shall be governed by, and construed in accordance with, the laws of the
State of New York.
SECTION 5.04. Waiver of Jury.
To the fullest extent permitted by law, each of the parties hereto waives any right it may have to a
trial by jury in respect of litigation directly or indirectly arising out of, under or in connection with this
First Amendment. Each party further waives any right to consolidate any action in which a jury trial has
been waived with any other action in which a jury trial cannot be or has not been waived.
SECTION 5.05. Severability.
If any provision of this First Amendment shall be held or deemed to be, or shall in fact be, illegal,
inoperative or unenforceable, the same shall not affect any other provision herein contained or render the
same invalid, inoperative or unenforceable to any extent whatever.
SECTION 5.06. Captions.
The captions in this First Amendment are for convenience of reference only and shall not define
or limit the provisions hereof.

AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
dated March 27,2013
by and among
PACIFICORP,
as the "Borrower"
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "LC Issuing Bank"
$9,365,000
Carbon County, Utah
Pollution Control Revenue Refunding Bonds,
Series 1994
(PacifiCorp Project)
Table of Contents
ARTICLE I DEFINITIONS ................................................................................................. 1
Section 1.01
Section 1.02
Certain Defined Terms ......................................................................... 1
Relation to Other Documents ............................................................... 3
ARTICLE II AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT ............... 3
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
The Bond Letter of Credit .................................................................... 3
Term ..................................................................................................... 3
Fees ...................................................................................................... 3
Credit Agreement ................................................................................. 4
Extension of the Expiration Date ......................................................... 4
Further Assurances ............................................................................... 5
ARTICLE III CONDITIONS PRECEDENT ......................................................................... 5
Section 3.01
Section 3.02
Conditions Precedent ........................................................................... 5
Additional Conditions Precedent to Issuance of the Bond Letter
of Credit ............................................................................................... 6
ARTICLE IV MISCELLANEOUS ........................................................................................ 6
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Amendments, Etc ................................................................................. 6
Notices, Etc .......................................................................................... 6
No Waiver; Remedies .......................................................................... 7
Indemnification .................................................................................... 7
No Liability of the LC Issuing Banlc ................................................... 8
Costs, Expenses and Taxes .................................................................. 9
Binding Effect ...................................................................................... 9
Severability .......................................................................................... 9
Governing Law; Waiver of Jury Trial ................................................. 9
OREGON STATE NOTICE .............................................................. 10
Section 4.11 Continuing Obligation ....................................................................... 10
Section 4.12 Immediate Advance ........................................................................... 10
Section 4.13 Drawing a Certification ...................................................................... 10
Section 4.14 Facsimile Documents ......................................................................... 10
Section 4.15 Counterparts ....................................................................................... 10
Section 4.16 USA PATRIOT ACT NOTIFICATION ........................................... 10
EXHIBIT A FORM OF IRREVOCABLE LETTER OF CREDIT
EXHIBIT B FORM OF OPINION OF COUNSEL TO BORROWER
AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
THIS AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT, dated
March 27,2013 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the
"Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the
hereinafter described Bond Letter of Credit (the "LC Issuing Ban~'). Certain terms used herein
are defined in Article I of this Agreement.
RECITALS:
WHEREAS, the Issuer has heretofore issued the Bonds pursuant to the Indenture
and the Issuer and the Borrower have entered into the Loan Agreement pertaining to the Bonds;
and
WHEREAS, under the Loan Agreement the Borrower has agreed to cause the
Bonds to be secured by an irrevocable direct pay letter of credit; and
WHEREAS, the LC Issuing Bank issued the Bond Letter of Credit to secure the
Bonds on November 19, 2008, pursuant to the Bond Letter of Credit Agreement dated November
19, 2008 (the "Original Letter of Credit Agreement") and subject to the terms set forth in that
certain Amended and Restated Credit Agreement, dated as of July 6, 2006, as amended by the
First Amendment to the same, dated as of April 15, 2009, and the Second Amendment to the
same, dated as of January 6, 2012, among the Borrower, the banks listed on the signature pages
thereto, the Administrative Agent and The Royal Bank of Scotland pIc, as Syndication Agent
(the "Original Credit Agreement"); and
WHEREAS, the Borrower has now requested that the Bond Letter of Credit
remain outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Original Credit Agreement and that the Expiration Date of the
Bond Letter of Credit be extended to March 27,2015; and
WHEREAS, the parties have agreed to amend and restate the Original Letter of
Credit Agreement accordingly as more fully set forth below; and
NOW, THEREFORE, in consideration of the premises, induding the benefits to
be realized by Borrower as above described, and in order to induce the LC Issuing Bank to keep
the Bond Letter of Credit outstanding, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Defined Terms. Unless otherwise defined in this
Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the
meanings respectively indicated therein. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):
"A Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex A to
the Bond Letter of Credit.
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent under the Credit Agreement, and its successors in such capacity.
"B Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex B to
the Bond Letter of Credit.
"Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the
Remarketing Agreement, (iv) this Agreement and (v) any other document executed by the
Borrower in connection with the issuance, reoffering or sale of the Bonds.
"Bond" or "Bonds" shall mean Issuer's $9,365,000 Pollution Control Revenue Refunding
Bonds (PacifiCorp Project), Series 1994.
"Bond Letter of Credit" means the irrevocable direct pay letter of credit issued by the LC
Issuing Bank to the Trustee to secure payment of the Bonds, in the form of Exhibit A attached
hereto.
"Business Day" has the meaning assigned thereto in the Bond Letter of Credit.
"C Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex C to
the Bond Letter of Credit.
"Credit Agreement" means that certain Credit Agreement dated as of March 27, 2013,
among the Borrower, the lenders and letter of credit issuers named therein, and JP Morgan Chase
Bank, N.A., as administrative agent and swingline lender, as amended or supplemented from
time to time.
"D Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex D to
the Bond Letter of Credit.
"Expiration Date" shall have the meaning assigned to such term in the Bond Letter of
Credit.
"Indenture" shall mean that certain Trust Indenture dated as of November 1, 1994, between
the Issuer and the Trustee, as amended and restated by that certain First Supplemental Trust
Indenture dated as of October 1, 2008, between the Issuer and the Trustee, and as now or hereafter
amended or supplemented from time to time.
"Issuer" shall mean Carbon County, Utah, and its lawful successors and assigns.
"LC Issuing Bank Fee Letter" means that certain letter agreement dated as of February 19,
2013, among the LC Issuing Bank, JPMorgan Chase Bank, N.A., Barclays Bank PLC and the
Borrower.
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"Loan Agreement" shall mean that certain Loan Agreement dated as of November 1, 1994,
between the Borrower and the Issuer, as amended and restated by that certain Second Supplemental
Loan Agreement dated as of October 1,2008, between the Borrower and the Issuer, and as now or
hereafter amended or supplemented from time to time.
"Reissuance Date" means March 27, 2013.
"Remarketing Agent" means the placement or remarketing agent at the time serving as
such under the Remarketing Agreement and designated as the Remarketing Agent for purposes
of the Indenture. The current Remarketing Agent is Morgan Stanley & Co., LLC.
"Remarketing Agreement" means that certain Remarketing Agreement dated as of
November 18, 2008 between the Borrower and the Remarketing Agent, as now or hereafter
amended or supplemented, or if such Remarketing Agreement shall be terminated, then such
other agreement which may from time to time be entered into with any Remarketing Agent with
respect to the remarketing or placement of the Bonds.
"Reoffering Circular" means the Reoffering Circular dated November 11, 2008 relating to
the Bonds, as supplemented or otherwise amended to the date hereof, together with the documents
incorporated therein by reference.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., or any successor
trustee under the Indenture.
Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be
deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement
or any related document. To the extent any provision of this Agreement conflicts with any
provision of the Credit Agreement or any other Related Document to which the Borrower and
the LC Issuing Bank are parties, the provisions of this Agreement shall control as between the
Borrower and the LC Issuing Bank.
ARTICLE II
AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT
Section 2.01 The Bond Letter of Credit. Subject to the terms and conditions of
this Agreement, the LC Issuing Bank agrees that the Bond Letter of Credit shall remain outstanding
and, as of the Reissuance Date, shall be issued pursuant to the Credit Agreement. The Bond Letter
of Credit is currently held by the Trustee as beneficiary in the original stated amount of
$9,512,788 consisting of (i) $9,365,000 to pay principal of the Bonds, plus (ii) 48 days' interest
on said principal amount computed at the rate of twelve percent (12%) per annum calculated on
the basis ofa 365 day year and actual days elapsed, in the amount of$147,788.
Section 2.02
Bond Letter of Credit.
Term. The Bond Letter of Credit will expire as provided in the
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Section 2.03 Fees. The Borrower hereby agrees to pay to the LC Issuing Bank
fees in the amounts and on the dates as provided in Credit Agreement and the LC Issuing Bank
Fee Letter.
Section 2.04 Credit Agreement. (a) The Borrower represents and warrants that
the Credit Agreement has been duly executed and delivered by all parties thereto on or prior to
the date hereof. The Borrower has requested that the Bond Letter of Credit remain outstanding
pursuant to the terms and conditions of the Credit Agreement, including, without limitation,
Section 2.04 thereof. Subject to the terms and conditions of this Agreement, the LC Issuing
Bank agrees that the Bond Letter of Credit shall remain outstanding and, as of the Reissuance
Date, shall be issued under, and shall be subject to the terms and conditions of, the Credit
Agreement, as supplemented by this Agreement.
(b) The Borrower acknowledges and agrees that for all purposes hereunder and under
the Credit Agreement, including without limitation, for purposes of making demand for payment
under Section 2.04(d) of the Credit Agreement, (1) the Borrower shall be deemed to have notice
of any A Drawing or B Drawing on the Bond Letter of Credit (and notice of demand for
payment) on the Business Day preceding such drawing and (2) the Borrower shall be deemed to
have notice of any C Drawing or D Drawing on the Bond Letter of Credit (and notice of demand
for payment) by 10:00 A.M. (New York City time) on the date of such drawing. The LC Issuing
Bank and the Borrower further agree that no further demands for payment of any Reimbursement
Amount or interest thereon shall be required under the Credit Agreement and that such
Reimbursement Amount shall be paid directly to the LC Issuing Bank as provided in Section
2.17(f) of the Credit Agreement in accordance with such payment instructions as the LC Issuing
Bank shall provide to the Borrower from time to time.
(c) The Borrower hereby represents and warrants that after the issuance of the Bond
Letter of Credit, (i) the Outstanding Credits do not exceed the Commitments currently scheduled
to be in effect until the Termination Date, (ii) that portion of the LC Outstandings arising from
Letters of Credit issued by the LC Issuing Bank are less than $320,000,000 and (iii) the LC
Outstandings do not exceed $600,000,000.
(d) The Borrower hereby further represents and warrants that:
(i) Immediately prior to and after the issuance of the Bond Letter of Credit,
no Default shall have occurred and be continuing under the Credit Agreement;
(ii) The representations and warranties of the Borrower contained in the Bond
Documents and the Credit Agreement are correct on and as of the date of issuance of the
Bond Letter of Credit, before and after giving effect to such issuance, as though made on
and as of such date;
(iii) No petition by or against the Borrower has at any time been filed under the
United States Bankruptcy Code or under any similar act; and
(iv) No event has occurred and is continuing, or would result from the issuance
of the Bond Letter of Credit or the execution of this Agreement or the Bond Documents,
which constitutes an Event of Default under the Credit Agreement or would constitute an
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Event of Default under the Credit Agreement but for the requirement that notice be given
or time elapse or both.
Section 2.05 Extension of the Expiration Date. If the LC Issuing Bank intends to
elect not to extend the then current Expiration Date set forth in the Bond Letter of Credit, the LC
Issuing Bank shall provide written notice to the Borrower of such intention on or before the date
that is sixty (60) days prior to such Expiration Date. In addition, if the LC Issuing Bank makes
such election to not extend the scheduled Expiration Date, the LC Issuing Bank shall provide
written notice of the LC Issuing Bank's election to the Trustee on or before the date that is forty­
five (45) days prior to such Expiration Date. The determination whether to extend the Expiration
Date shall be in the independent absolute discretion of LC Issuing Bank.
Section 2.06 Further Assurances. The Borrower shall take such actions, and
shall timely request the Trustee to take such actions, as the LC Issuing Bank may reasonably
request to evidence the Trustee's obligation to make payments on Pledged Bonds (as defined in
the Indenture) to the LC Issuing Bank, including, without limitation, executing and delivering a
pledge agreement in customary form andlor obtaining CUSIP numbers for such Pledged Bonds.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01 Conditions Precedent. The obligation of the LC Issuing Bank to
issue the Bond Letter of Credit under the Credit Agreement is subject to the satisfaction of each
of the conditions precedent in Section 3.01 of the Credit Agreement and in clauses (i) and (ii) of
Section 3.02 of the Credit Agreement and the other conditions described below and to the
payment by Borrower of all of the costs, expenses and fees due and payable under the Credit
Agreement and the LC Issuing Bank Fee Letter:
(a) The LC Issuing Bank shall have received fully executed copies of any
Bond Documents that it shall have requested from the Borrower prior to the Reissuance
Date.
(b) The Bonds shall have been duly reoffered and sold pursuant to the
Remarketing Agreement.
(c) The representations and warranties contained in the Bond Documents shall
be true in all material respects on the Reissuance Date with the same effect as though
made on and as of that date, and no condition, event or act shall have occurred which
constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both,
would constitute a Default under the Credit Agreement.
(d) The Issuing Bank shall have received from counsel for the Borrower an
opinion in substantially the form attached as Exhibit B hereto.
(e) All proceedings taken in connection with the execution and delivery of the
Bonds shall be reasonably satisfactory to the Issuing Bank and the Issuing Bank shall
have received copies of such certificates, documents and papers as reasonably requested
5
in connection therewith, all in form and substance reasonably satisfactory to the Issuing
Banle
(f) The Borrower shall supply to the Issuing Bank (x) a certificate of the
Secretary or an Assistant Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement and the
related Documents to which it is a party, the Articles of Incorporation and By-Laws of
the Borrower, together with all amendments thereto, all required Governmental
Approvals and resolutions authorizing the Credit Agreement and the Bond Letter of
Credit and (y) a copy of a certificate issued by the Secretary of State of the State of
Oregon issued no more than 30 days preceding the Closing Date, stating that the
Borrower is in good standing in the State of Oregon and copies of certificates issued by
the Secretary of State of the States of Wyoming, Utah and Colorado stating that the
Borrower is authorized to transact business in each respective State.
(g) No law, regulation, ruling or other action of the United States, the State of
California or any political subdivision or Issuer therein or thereof shall be in effect or
shall have occurred, the effect of which would be to prevent the LC Issuing Bank from
fulfilling its obligations under this Agreement.
(h) The Administrative Agent shall have received such other approvals or
documents as the Administrative Agent, the Swingline Lender, any Lender or any LC
Issuing Bank shall have reasonably requested through the Administrative Agent
reasonably in advance of the Reissuance Date.
(i) The LC Issuing Bank shall have been designated as an "LC Issuing Bank"
on Schedule II to the Credit Agreement and the Bond Letter of Credit shall have been
described on Schedule III to the Credit Agreement.
G) If required by the Administrative Agent, the Borrower shall have
provided a Request for Issuance to the Administrative Agent and the LC Issuing Bank as
required pursuant to Section 2.04(a) of the Credit Agreement.
Section 3.02 Additional Conditions Precedent to Issuance of the Bond Letter of
Credit. The obligation of the LC Issuing Bank to issue the Bond Letter of Credit shall be
subject to the further conditions precedent that on the date of the issuance of the Bond Letter of
Credit, the LC Issuing Bank shall have received such other documents, instruments, approvals
and, if requested by the LC Issuing Bank, certified duplicates of executed copies thereof, and
opinions as the LC Issuing Bank may reasonably request.
ARTICLE IV
MISCELLANEOUS
Section 4.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the LC Issuing Bank and the
6
Borrower and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 4.02 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier communication or other electronic means if
accompanied by telephonic confirmation of receipt) and mailed, telecopied or delivered as
follows:
If to the Borrower, at:
If to the LC Issuing Bank, at:
or, as to each party, at such other address as shall be designated by such party in a written notice
to the other party. All such notices and communications shall, when mailed or telecopied, be
effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except
that notices to the LC Issuing Bank shall not be effective until received by the LC Issuing Bank.
Section 4.03 No Waiver; Remedies. No failure on the part of the LC Issuing
Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
Section 4.04 Indemnification. In addition to the payment of expenses pursuant
hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to indemnify, pay and hold the LC Issuing Bank, and the officers, directors, employees,
agents, and affiliates the LC Issuing Bank (collectively called the "Indemnitees") harmless from
and against, any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitees shall be designated a party thereto),
that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating
7
to or arising out of this Agreement or other agreements executed and delivered by the Borrower
in connection herewith or with the Bonds or the use or intended use of the Bond Letter of Credit
or the lack of any requirement that the Bond Letter of Credit be surrendered with each draw
thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an
Indemnitee hereunder with respect to any indemnified liabilities arising from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to
indemnify, payor hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower agrees to contribute the
maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The
Borrower shall not be liable for any settlement without its consent. The Borrower hereby further
indemnifies and holds the Indemnified Parties harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses which may be incurred or which may be claimed
against the Indemnified Parties by any person or entity:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect,
or any untrue statement or alleged untrue statement of any material fact, contained in the
Reoffering Circular or any amendment or supplement thereto, or by reason of the
omission or alleged omission to state therein a material fact necessary to make such
statements, in the light of the circumstances under which they were made, not
misleading; or
(b) by reason of or in connection with the execution, delivery or performance
of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by
the Indenture or the Loan Agreement; or
(c) by reason of or in connection with the execution and delivery or transfer
of, or payment or failure to make payment under, the Bond Letter of Credit; provided,
however, that the Borrower shall not be required to indemnify the LC Issuing Bank
pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses
to the extent caused by the LC Issuing Bank's willful failure to make lawful payment
under the Bond Letter of Credit after the presentation to it by the Trustee or a successor
trustee under the Indenture of a draft and certificate strictly complying with the terms and
conditions of the Bond Letter of Credit.
Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Borrower hereunder,
the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the
payment in full of amounts payable pursuant to Article II and the termination of the Bond Letter
of Credit.
Section 4.05 No Liability of the LC Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary of the Bond Letter of Credit with respect to its
administration and utilization of the Bond Letter of Credit. Neither the LC Issuing Bank nor any
of its officers or directors shall be liable or responsible for: (a) the use which may be made of
the Bond Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or
(b) the validity, sufficiency or genuineness of documents, or of any endorsement( s) thereon, even
8
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent
or forged; or (c) payment by the LC Issuing Bank against presentation of documents which, on
their face, appear to comply with the terms of the Bond Letter of Credit, even though such
documents may fail to bear any reference or adequate reference to the Bond Letter of Credit or
(d) any other circumstances whatsoever in making or failing to make payment under the Bond
Letter of Credit in connection with which the LC Issuing Bank would, pursuant to the Uniform
Customs and Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, be absolved from liability. In furtherance and not in limitation
of the foregoing, the LC Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to
the contrary.
Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution, delivery, filing,
recording, administration, modification and amendment of this Agreement and any other
documents which may be delivered in connection with this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the LC Issuing Bank
and local counsel who may be retained by said counsel, with respect thereto and with respect to
advising the LC Issuing Bank as to its rights and responsibilities under this Agreement. The
Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel
fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and such other documents which may be delivered
in connection with this Agreement, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action
or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the LC Issuing Bank from paying any amount under the Bond Letter of
Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of this
Agreement or the Bond Letter of Credit or any such other documents, and agrees to save the LC
Issuing Bank harmless from and against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees.
Section 4.07 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the LC Issuing Bank and thereafter shall be
binding upon and inure to the benefit of the Borrower, the LC Issuing Bank, and their respective
successors and assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the LC Issuing Bank.
Section 4.08 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
Section 4.09 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York except that
the authority of the Borrower to execute and delivery this Agreement shall be governed by the
9
laws of the State of Oregon. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT IT MA Y HA VE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.
Section 4.10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE.
Section 4.11 Continuing Obligation. This Agreement is a continuing obligation,
shall survive the expiration of the Bond Letter of Credit until amounts owed hereunder and under
the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors
and assigns, and (b) inure to the benefit of and be enforceable by the LC Issuing Bank and its
successors, transferees and assigns.
Section 4.12 Immediate Advance. The Borrower recognizes that upon issuance
of the Bond Letter of Credit, the LC Issuing Bank is irrevocably bound to honor any and all
drafts drawn and presented in compliance with the terms thereof, up to an aggregate amount
equal to the Stated Amount. Accordingly, in order to induce the LC Issuing Bank to issue the
Bond Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrary,
the issuance of the Bond Letter of Credit shall be and is deemed to constitute an immediate
"advance" in the amount of the Stated Amount for purposes of determining the respective rights
of the Borrower and the LC Issuing Bank.
Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent
thereof under the Bond Letter of Credit shall be deemed (i) a certification by the Borrower that
the representations and warranties incorporated by reference in Section 2.04(c) of this
Agreement are correct in all material respects as of the date of the drawing, and (ii) a
certification by the Borrower that it is in all other respects in compliance with the provisions of
this Agreement.
Section 4.14 Facsimile Documents. At the request of the Borrower, the Bond
Letter of Credit provides that demands for payment thereunder may be presented to the LC
Issuing Bank by, among other methods, facsimile. The Borrower acknowledges and assumes all
risks relating to the use of such facsimile demands for payment and agrees that its obligations
under this Agreement, the Credit Agreement and the Related Documents shall remain absolute,
unconditional and irrevocable if the LC Issuing Bank honors such facsimile demands for
payment.
10
Section 4.15 Counterparts. This Agreement may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original and all shall
constitute one and the same instrument.
Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person or entity that opens an account, including any deposit account,
treasury management account, loan, other extension of credit, or other financial services product.
What this means for Borrower: When Borrower opens an account, if Borrower is an individual,
the LC Issuing Bank will ask for Borrower's name, taxpayer identification number, business
address, and other information that will allow the LC Issuing Bank to identify Borrower. The
LC Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or
other identifying documents, and, if Borrower is not an individual, to see Borrower's legal
organizational documents or other identifying documents.
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
P ACIFICORP, as Borrower
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Carbon County, Utah
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as LC Issuing Bank
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Carbon County, Utah
13
EXHIBIT A
TO
LETTER OF CREDIT AGREEMENT
FORM OF LETTER OF CREDIT
LEGAL26070784.4
EXHIBIT B
OPINION OF
COUNSEL FOR THE BORROWER

AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
LEGAL26172237.1
dated March 27,2013
by and among
PACIFICORP,
as the "Borrower"
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "LC Issuing Bank"
$8,190,000
Converse County, Wyoming
Pollution Control Revenue Refunding Bonds,
Series 1994
(PacifiCorp Project)
Table of Contents
ARTICLE I DEFINITIONS ................................................................................................. 1
Section 1.01
Section 1.02
Certain Defined Terms ......................................................................... 1
Relation to Other Documents ............................................................... 3
ARTICLE II AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT ............... 3
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
The Bond Letter of Credit .................................................................... 3
Term ..................................................................................................... 3
Fees ...................................................................................................... 3
Credit Agreement ................................................................................. 4
Extension of the Expiration Date ......................................................... 4
Further Assurances ............................................................................... 5
ARTICLE III CONDITIONS PRECEDENT ......................................................................... 5
Section 3.01
Section 3.02
Conditions Precedent ........................................................................... 5
Additional Conditions Precedent to Issuance of the Bond Letter
of Credit ............................................................................................... 6
ARTICLE IV MISCELLANEOUS ........................................................................................ 6
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Section 4.11
Section 4.12
Amendments, Etc ................................................................................. 6
Notices, Etc .......................................................................................... 6
No Waiver; Remedies .......................................................................... 7
Indemnification .................................................................................... 7
No Liability of the LC Issuing Banlc .................................................. 8
Costs, Expenses and Taxes .................................................................. 9
Binding Effect ...................................................................................... 9
Severability .......................................................................................... 9
Governing Law; Waiver of Jury Trial ................................................. 9
OREGON STATE NOTICE .............................................................. 10
Continuing Obligation ....................................................................... 10
Immediate Advance ........................................................................... 10
Section 4.13 Drawing a Certification ...................................................................... 10
Section 4.14 Facsimile Documents ......................................................................... 10
Section 4.15 Counterparts ....................................................................................... 10
Section 4.16 USA PATRIOT ACT NOTIFICATION ........................................... 10
EXHIBIT A FORM OF IRREVOCABLE LETTER OF CREDIT
EXHIBIT B FORM OF OPINION OF COUNSEL TO BORROWER
LEGAL26172237.1
AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
THIS AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT, dated
March 27,2013 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the
"Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the
hereinafter described Bond Letter of Credit (the "LC Issuing BanJ('). Certain terms used herein
are defined in Article I of this Agreement.
RECITALS:
WHEREAS, the Issuer has heretofore issued the Bonds pursuant to the Indenture
and the Issuer and the Borrower have entered into the Loan Agreement pertaining to the Bonds;
and
WHEREAS, under the Loan Agreement the Borrower has agreed to cause the
Bonds to be secured by an irrevocable direct pay letter of credit; and
WHEREAS, the LC Issuing Bank issued the Bond Letter of Credit to secure the
Bonds on November 19, 2008, pursuant to the Bond Letter of Credit Agreement dated November
19, 2008 (the "Original Letter of Credit Agreement") and subject to the terms set forth in that
certain Amended and Restated Credit Agreement, dated as of July 6, 2006, as amended by the
First Amendment to the same, dated as of April 15, 2009, and the Second Amendment to the
same, dated as of January 6, 2012, among the Borrower, the banks listed on the signature pages
thereto, the Administrative Agent and The Royal Bank of Scotland pIc, as Syndication Agent
(the "Original Credit Agreement"); and
WHEREAS, the Borrower has now requested that the Bond Letter of Credit
remain outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Original Credit Agreement and that the Expiration Date of the
Bond Letter of Credit be extended to March 27,2015; and
WHEREAS, the parties have agreed to amend and restate the Original Letter of
Credit Agreement accordingly as more fully set forth below; and
NOW, THEREFORE, in consideration of the premises, including the benefits to
be realized by Borrower as above described, and in order to induce the LC Issuing Bank to keep
the Bond Letter of Credit outstanding, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Defined Terms. Unless otherwise defined in this
Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the
meanings respectively indicated therein. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):
LEGAL26172237.1
"A Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex A to
the Bond Letter of Credit.
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent under the Credit Agreement, and its successors in such capacity.
"B Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex B to
the Bond Letter of Credit.
"Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the
Remarketing Agreement, (iv) this Agreement and (v) any other document executed by the
Borrower in connection with the issuance, reoffering or sale of the Bonds.
"Bond" or "Bonds" shall mean Issuer's $8,190,000 Pollution Control Revenue Refunding
Bonds (PacifiCorp Project), Series 1994.
"Bond Letter of Credit" means the irrevocable direct pay letter of credit issued by the LC
Issuing Bank to the Trustee to secure payment of the Bonds, in the form of Exhibit A attached
hereto.
"Business Day" has the meaning assigned thereto in the Bond Letter of Credit.
"C Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex C to
the Bond Letter of Credit.
"Credit Agreement" means that certain Credit Agreement dated as of March 27, 2013,
among the Borrower, the lenders and letter of credit issuers named therein, and JP Morgan Chase
Bank, N.A., as administrative agent and swingline lender, as amended or supplemented from
time to time.
"D Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex D to
the Bond Letter of Credit.
"Expiration Date" shall have the meaning assigned to such term in the Bond Letter of
Credit.
"Indenture" shall mean that certain Trust Indenture dated as of November 1, 1994, between
the Issuer and the Trustee, as amended and restated by that certain First Supplemental Trust
Indenture dated as of October 1, 2008, between the Issuer and the Trustee, and as now or hereafter
amended or supplemented from time to time.
"Issuer" shall mean Converse County, Wyoming, and its lawful successors and assigns.
"LC Issuing Bank Fee Letter" means that certain letter agreement dated as of February 19,
2013, among the LC Issuing Bank, JPMorgan Chase Bank, N.A., Barclays Bank PLC and the
Borrower.
LEGAL26172237.1 2
"Loan Agreement" shall mean that certain Loan Agreement dated as of November 1, 1994,
between the Borrower and the Issuer, as amended and restated by that certain Second Supplemental
Loan Agreement dated as of October 1, 2008, between the Borrower and the Issuer, and as now or
hereafter amended or supplemented from time to time.
"Reissuance Date" means March 27,2013.
"Remarketing Agent" means the placement or remarketing agent at the time serving as
such under the Remarketing Agreement and designated as the Remarketing Agent for purposes
of the Indenture. The current Remarketing Agent is Merrill Lynch, Pierce, Fenner & Smith Inc.
"Remarketing Agreement" means that certain Remarketing Agreement dated as of
November 18, 2008 between the Borrower and the Remarketing Agent, as now or hereafter
amended or supplemented, or if such Remarketing Agreement shall be terminated, then such
other agreement which may from time to time be entered into with any Remarketing Agent with
respect to the remarketing or placement of the Bonds.
"Reoffering Circular" means the Reoffering Circular dated November 11, 2008 relating to
the Bonds, as supplemented or otherwise amended to the date hereof, together with the documents
incorporated therein by reference.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., or any successor
trustee under the Indenture.
Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be
deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement
or any related document. To the extent any provision of this Agreement conflicts with any
provision of the Credit Agreement or any other Related Document to which the Borrower and
the LC Issuing Bank are parties, the provisions of this Agreement shall control as between the
Borrower and the LC Issuing Bank.
ARTICLE II
AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT
Section 2.01 The Bond Letter of Credit. Subject to the terms and conditions of
this Agreement, the LC Issuing Bank agrees that the Bond Letter of Credit shall remain outstanding
and, as of the Reissuance Date, shall be issued pursuant to the Credit Agreement. The Bond Letter
of Credit is currently held by the Trustee as beneficiary in the original stated amount of
$8,319,245 consisting of (i) $8,190,000 to pay principal of the Bonds, plus (ii) 48 days' interest
on said principal amount computed at the rate of twelve percent (12%) per annum calculated on
the basis ofa 365 day year and actual days elapsed, in the amount of$129,245.
Section 2.02
Bond Letter of Credit.
LEGAL26172237.1
Term. The Bond Letter of Credit will expire as provided in the
3
Section 2.03 Fees. The Borrower hereby agrees to pay to the LC Issuing Bank
fees in the amounts and on the dates as provided in Credit Agreement and the LC Issuing Bank
Fee Letter.
Section 2.04 Credit Agreement. (a) The Borrower represents and warrants that
the Credit Agreement has been duly executed and delivered by all parties thereto on or prior to
the date hereof. The Borrower has requested that the Bond Letter of Credit remain outstanding
pursuant to the terms and conditions of the Credit Agreement, including, without limitation,
Section 2.04 thereof. Subject to the terms and conditions of this Agreement, the LC Issuing
Bank agrees that the Bond Letter of Credit shall remain outstanding and, as of the Reissuance
Date, shall be issued under, and shall be subject to the terms and conditions of, the Credit
Agreement, as supplemented by this Agreement.
(b) The Borrower acknowledges and agrees that for all purposes hereunder and under
the Credit Agreement, including without limitation, for purposes of making demand for payment
under Section 2.04(d) of the Credit Agreement, (1) the Borrower shall be deemed to have notice
of any A Drawing or B Drawing on the Bond Letter of Credit (and notice of demand for
payment) on the Business Day preceding such drawing and (2) the Borrower shall be deemed to
have notice of any C Drawing or D Drawing on the Bond Letter of Credit (and notice of demand
for payment) by 10:00 A.M. (New York City time) on the date of such drawing. The LC Issuing
Bank and the Borrower further agree that no further demands for payment of any Reimbursement
Amount or interest thereon shall be required under the Credit Agreement and that such
Reimbursement Amount shall be paid directly to the LC Issuing Bank as provided in Section
2.17(f) of the Credit Agreement in accordance with such payment instructions as the LC Issuing
Bank shall provide to the Borrower from time to time.
(c) The Borrower hereby represents and warrants that after the issuance of the Bond
Letter of Credit, (i) the Outstanding Credits do not exceed the Commitments currently scheduled
to be in effect until the Termination Date, (ii) that portion of the LC Outstandings arising from
Letters of Credit issued by the LC Issuing Bank are less than $320,000,000 and (iii) the LC
Outstandings do not exceed $600,000,000.
(d) The Borrower hereby further represents and warrants that:
(i) Immediately prior to and after the issuance of the Bond Letter of Credit,
no Default shall have occurred and be continuing under the Credit Agreement;
(ii) The representations and warranties of the Borrower contained in the Bond
Documents and the Credit Agreement are correct on and as of the date of issuance of the
Bond Letter of Credit, before and after giving effect to such issuance, as though made on
and as of such date;
(iii) No petition by or against the Borrower has at any time been filed under the
United States Bankruptcy Code or under any similar act; and
(iv) No event has occurred and is continuing, or would result from the issuance
of the Bond Letter of Credit or the execution of this Agreement or the Bond Documents,
which constitutes an Event of Default under the Credit Agreement or would constitute an
LEGAL26 1 7223 7.1 4
Event of Default under the Credit Agreement but for the requirement that notice be given
or time elapse or both.
Section 2.05 Extension of the Expiration Date. If the LC Issuing Bank intends to
elect not to extend the then current Expiration Date set forth in the Bond Letter of Credit, the LC
Issuing Bank shall provide written notice to the Borrower of such intention on or before the date
that is sixty (60) days prior to such Expiration Date. In addition, if the LC Issuing Bank makes
such election to not extend the scheduled Expiration Date, the LC Issuing Bank shall provide
written notice of the LC Issuing Bank's election to the Trustee on or before the date that is forty­
five (45) days prior to such Expiration Date. The determination whether to extend the Expiration
Date shall be in the independent absolute discretion of LC Issuing Bank.
Section 2.06 Further Assurances. The Borrower shall take such actions, and
shall timely request the Trustee to take such actions, as the LC Issuing Bank may reasonably
request to evidence the Trustee's obligation to make payments on Pledged Bonds (as defined in
the Indenture) to the LC Issuing Bank, including, without limitation, executing and delivering a
pledge agreement in customary form and/or obtaining CUSIP numbers for such Pledged Bonds.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01 Conditions Precedent. The obligation of the LC Issuing Bank to
issue the Bond Letter of Credit under the Credit Agreement is subject to the satisfaction of each
of the conditions precedent in Section 3.01 of the Credit Agreement and in clauses (i) and (ii) of
Section 3.02 of the Credit Agreement and the other conditions described below and to the
payment by Borrower of all of the costs, expenses and fees due and payable under the Credit
Agreement and the LC Issuing Bank Fee Letter:
(a) The LC Issuing Bank shall have received fully executed copies of any
Bond Documents that it shall have requested from the Borrower prior to the Reissuance
Date.
(b) The Bonds shall have been duly reoffered and sold pursuant to the
Remarketing Agreement.
(c) The representations and warranties contained in the Bond Documents shall
be true in all material respects on the Reissuance Date with the same effect as though
made on and as of that date, and no condition, event or act shall have occurred which
constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both,
would constitute a Default under the Credit Agreement.
(d) The Issuing Bank shall have received from counsel for the Borrower an
opinion in substantially the form attached as Exhibit B hereto.
(e) All proceedings taken in connection with the execution and delivery of the
Bonds shall be reasonably satisfactory to the Issuing Bank and the Issuing Bank shall
have received copies of such certificates, documents and papers as reasonably requested
LEGAL26172237.1 5
in connection therewith, all in form and substance reasonably satisfactory to the Issuing
Bank.
(f) The Borrower shall supply to the Issuing Bank (x) a certificate of the
Secretary or an Assistant Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement and the
related Documents to which it is a party, the Articles of Incorporation and By-Laws of
the Borrower, together with all amendments thereto, all required Governmental
Approvals and resolutions authorizing the Credit Agreement and the Bond Letter of
Credit and (y) a copy of a certificate issued by the Secretary of State of the State of
Oregon issued no more than 30 days preceding the Closing Date, stating that the
Borrower is in good standing in the State of Oregon and copies of certificates issued by
the Secretary of State of the States of Wyoming, Utah and Colorado stating that the
Borrower is authorized to transact business in each respective State.
(g) No law, regulation, ruling or other action of the United States, the State of
California or any political subdivision or Issuer therein or thereof shall be in effect or
shall have occurred, the effect of which would be to prevent the LC Issuing Bank from
fulfilling its obligations under this Agreement.
(h) The Administrative Agent shall have received such other approvals or
documents as the Administrative Agent, the Swing line Lender, any Lender or any LC
Issuing Bank shall have reasonably requested through the Administrative Agent
reasonably in advance of the Reissuance Date.
(i) The LC Issuing Bank shall have been designated as an "LC Issuing Bank"
on Schedule II to the Credit Agreement and the Bond Letter of Credit shall have been
described on Schedule III to the Credit Agreement.
G) If required by the Administrative Agent, the Borrower shall have
provided a Request for Issuance to the Administrative Agent and the LC Issuing Bank as
required pursuant to Section 2.04(a) of the Credit Agreement.
Section 3.02 Additional Conditions Precedent to Issuance of the Bond Letter of
Credit. The obligation of the LC Issuing Bank to issue the Bond Letter of Credit shall be
subject to the further conditions precedent that on the date of the issuance of the Bond Letter of
Credit, the LC Issuing Bank shall have received such other documents, instruments, approvals
and, if requested by the LC Issuing Bank, certified duplicates of executed copies thereof, and
opinions as the LC Issuing Bank may reasonably request.
ARTICLE IV
MISCELLANEOUS
Section 4.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the LC Issuing Bank and the
LEGAL2617223 7.1 6
Borrower and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 4.02 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier communication or other electronic means if
accompanied by telephonic confirmation of receipt) and mailed, telecopied or delivered as
follows:
If to the Borrower, at:
If to the LC Issuing Bank, at:
or, as to each party, at such other address as shall be designated by such party in a written notice
to the other party. All such notices and communications shall, when mailed or telecopied, be
effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except
that notices to the LC Issuing Bank shall not be effective until received by the LC Issuing Bank.
Section 4.03 No Waiver; Remedies. No failure on the part of the LC Issuing
Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
Section 4.04 Indemnification. In addition to the payment of expenses pursuant
hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to indemnify, pay and hold the LC Issuing Bank, and the officers, directors, employees,
agents, and affiliates the LC Issuing Bank (collectively called the "Indemnitees") harmless from
and against, any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitees shall be designated a party thereto),
that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating
LEGAL26172237.1 7
to or arising out of this Agreement or other agreements executed and delivered by the Borrower
in connection herewith or with the Bonds or the use or intended use of the Bond Letter of Credit
or the lack of any requirement that the Bond Letter of Credit be surrendered with each draw
thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an
Indemnitee hereunder with respect to any indemnified liabilities arising from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to
indemnify, payor hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower agrees to contribute the
maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The
Borrower shall not be liable for any settlement without its consent. The Borrower hereby further
indemnifies and holds the Indemnified Parties harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses which may be incurred or which may be claimed
against the Indemnified Parties by any person or entity:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect,
or any untrue statement or alleged untrue statement of any material fact, contained in the
Reoffering Circular or any amendment or supplement thereto, or by reason of the
omission or alleged omission to state therein a material fact necessary to make such
statements, in the light of the circumstances under which they were made, not
misleading; or
(b) by reason of or in connection with the execution, delivery or performance
of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by
the Indenture or the Loan Agreement; or
(c) by reason of or in connection with the execution and delivery or transfer
of, or payment or failure to make payment under, the Bond Letter of Credit; provided,
however, that the Borrower shall not be required to indemnify the LC Issuing Bank
pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses
to the extent caused by the LC Issuing Bank's willful failure to make lawful payment
under the Bond Letter of Credit after the presentation to it by the Trustee or a successor
trustee under the Indenture of a draft and certificate strictly complying with the terms and
conditions of the Bond Letter of Credit.
Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Borrower hereunder,
the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the
payment in full of amounts payable pursuant to Article II and the termination of the Bond Letter
of Credit.
Section 4.05 No Liability of the LC Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary of the Bond Letter of Credit with respect to its
administration and utilization of the Bond Letter of Credit. Neither the LC Issuing Bank nor any
of its officers or directors shall be liable or responsible for: (a) the use which may be made of
the Bond Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or
(b) the validity, sufficiency or genuineness of documents, or of any endorsement( s) thereon, even
LEGAL26172237.1 8
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent
or forged; or (c) payment by the LC Issuing Bank against presentation of documents which, on
their face, appear to comply with the terms of the Bond Letter of Credit, even though such
documents may fail to bear any reference or adequate reference to the Bond Letter of Credit or
(d) any other circumstances whatsoever in making or failing to make payment under the Bond
Letter of Credit in connection with which the LC Issuing Bank would, pursuant to the Uniform
Customs and Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, be absolved from liability. In furtherance and not in limitation
of the foregoing, the LC Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to
the contrary.
Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution, delivery, filing,
recording, administration, modification and amendment of this Agreement and any other
documents which may be delivered in connection with this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the LC Issuing Bank
and local counsel who may be retained by said counsel, with respect thereto and with respect to
advising the LC Issuing Bank as to its rights and responsibilities under this Agreement. The
Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel
fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and such other documents which may be delivered
in connection with this Agreement, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action
or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the LC Issuing Bank from paying any amount under the Bond Letter of
Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of this
Agreement or the Bond Letter of Credit or any such other documents, and agrees to save the LC
Issuing Bank harmless from and against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees.
Section 4.07 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the LC Issuing Bank and thereafter shall be
binding upon and inure to the benefit of the Borrower, the LC Issuing Bank, and their respective
successors and assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the LC Issuing Bank.
Section 4.08 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
Section 4.09 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York except that
the authority of the Borrower to execute and delivery this Agreement shall be governed by the
LEGAL2617223 7.1 9
laws of the State of Oregon. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.
Section 4.10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE.
Section 4.11 Continuing Obligation. This Agreement is a continuing obligation,
shall survive the expiration of the Bond Letter of Credit until amounts owed hereunder and under
the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors
and assigns, and (b) inure to the benefit of and be enforceable by the LC Issuing Bank and its
successors, transferees and assigns.
Section 4.12 Immediate Advance. The Borrower recognizes that upon issuance
of the Bond Letter of Credit, the LC Issuing Bank is irrevocably bound to honor any and all
drafts drawn and presented in compliance with the terms thereof, up to an aggregate amount
equal to the Stated Amount. Accordingly, in order to induce the LC Issuing Bank to issue the
Bond Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrary,
the issuance of the Bond Letter of Credit shall be and is deemed to constitute an immediate
"advance" in the amount of the Stated Amount for purposes of determining the respective rights
of the Borrower and the LC Issuing Bank.
Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent
thereof under the Bond Letter of Credit shall be deemed (i) a certification by the Borrower that
the representations and warranties incorporated by reference in Section 2.04( c) of this
Agreement are correct in all material respects as of the date of the drawing, and (ii) a
certification by the Borrower that it is in all other respects in compliance with the provisions of
this Agreement.
Section 4.14 Facsimile Documents. At the request of the Borrower, the Bond
Letter of Credit provides that demands for payment thereunder may be presented to the LC
Issuing Bank by, among other methods, facsimile. The Borrower acknowledges and assumes all
risks relating to the use of such facsimile demands for payment and agrees that its obligations
under this Agreement, the Credit Agreement and the Related Documents shall remain absolute,
unconditional and irrevocable if the LC Issuing Bank honors such facsimile demands for
payment.
LEGAL26172237.1 10
Section 4.15 Counterparts. This Agreement may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original and all shall
constitute one and the same instrument.
Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person or entity that opens an account, including any deposit account,
treasury management account, loan, other extension of credit, or other financial services product.
What this means for Borrower: When Borrower opens an account, if Borrower is an individual,
the LC Issuing Bank will ask for Borrower's name, taxpayer identification number, business
address, and other information that will allow the LC Issuing Bank to identify Borrower. The
LC Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or
other identifying documents, and, if Borrower is not an individual, to see Borrower's legal
organizational documents or other identifying documents.
LEGAL26172237.1 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26 1 7223 7.1
P ACIFICORP, as Borrower
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Converse County, Wyoming
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26 1 7223 7.1
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as LC Issuing Bank
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Converse County, Wyoming
13
LEGAL2617223 7.1
EXHIBIT A
TO
LETTER OF CREDIT AGREEMENT
FORM OF LETTER OF CREDIT
LEGAL26172237.1
EXHIBIT B
OPINION OF
COUNSEL FOR THE BORROWER

AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
LEGAL26172165.1
dated March 27,2013
by and among
PACIFICORP,
as the "Borrower"
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "LC Issuing Bank"
$40,655,000
Moffat County, Colorado
Pollution Control Revenue Refunding Bonds,
Series 1994
(PacifiCorp Project)
Table of Contents
ARTICLE I DEFINITIONS ................................................................................................. 1
Section 1.01
Section 1.02
Certain Defined Terms ......................................................................... 1
Relation to Other Documents ............................................................... 3
ARTICLE II AMOUNT AND TERMS OF THE LETTER OF CREDIT ............................ 3
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
The Bond Letter of Credit.. .................................................................. 3
Term ..................................................................................................... 3
Fees ...................................................................................................... 3
Credit Agreement ................................................................................. 4
Further Assurances ............................................................................... 5
ARTICLE III CONDITIONS PRECEDENT ......................................................................... 5
Section 3.01
Section 3.02
Conditions Precedent ........................................................................... 5
Additional Conditions Precedent ......................................................... 6
ARTICLE IV MISCELLANEOUS ........................................................................................ 7
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Section 4.11
Section 4.12
Section 4.13
Section 4.14
Section 4.15
Section 4.16
Amendments, Etc ................................................................................. 7
Notices, Etc .......................................................................................... 7
No Waiver; Remedies .......................................................................... 7
Indemnification .................................................................................... 8
No Liability of the LC Issuing Ban1e .................................................. 9
Costs, Expenses and Taxes .................................................................. 9
Binding Effect ...................................................................................... 9
Severability ........................................................................................ 10
Governing Law; Waiver of Jury Trial ............................................... 10
OREGON STATE NOTICE .............................................................. 10
Continuing Obligation ....................................................................... 10
Immediate Advance ........................................................................... 10
Drawing a Certification ...................................................................... 10
Facsimile Documents ......................................................................... 10
Counterparts ....................................................................................... 11
USA PATRIOT ACT NOTIFICATION ........................................... 11
EXHIBIT A FORM OF IRREVOCABLE LETTER OF CREDIT
EXHIBIT B FORM OF OPINION OF COUNSEL TO BORROWER
LEGAL26172165.1
AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
THIS AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT, dated
March 27,2013 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the
"Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the
hereinafter described Bond Letter of Credit (the "LC Issuing BanR'). Certain terms used herein
are defined in Article I of this Agreement.
RECITALS:
WHEREAS, the Issuer has heretofore issued the Bonds pursuant to the Indenture
and the Issuer and the Borrower have entered into the Loan Agreement pertaining to the Bonds;
and
WHEREAS, under the Loan Agreement the Borrower has agreed to cause the
Bonds to be secured by an irrevocable direct pay letter of credit; and
WHEREAS, the LC Issuing Bank issued the Bond Letter of Credit to secure the
Bonds on November 19, 2008, pursuant to the Bond Letter of Credit Agreement dated November
19, 2008 (the "Original Letter of Credit Agreement") and subject to the terms set forth in that
certain Amended and Restated Credit Agreement, dated as of July 6, 2006, as amended by the
First Amendment to the same, dated as of April 15, 2009, and the Second Amendment to the
same, dated as of January 6, 2012, among the Borrower, the banks listed on the signature pages
thereto, the Administrative Agent and The Royal Bank of Scotland plc, as Syndication Agent
(the "Original Credit Agreement"); and
WHEREAS, the Borrower has now requested that the Bond Letter of Credit
remain outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Original Credit Agreement; and
WHEREAS, the parties have agreed to amend and restate the Original Letter of
Credit Agreement accordingly as more fully set forth below; and
NOW, THEREFORE, in consideration of the premises, including the benefits to
be realized by Borrower as above described, and in order to induce the LC Issuing Bank to keep
the Bond Letter of Credit outstanding, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Defined Terms. Unless otherwise defined in this
Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the
meanings respectively indicated therein. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):
LEGAL26172165.1
"A Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex A to
the Bond Letter of Credit.
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent under the Credit Agreement, and its successors in such capacity.
"B Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex B to
the Bond Letter of Credit.
"Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the
Remarketing Agreement, (iv) this Agreement and (v) any other document executed by the
Borrower in connection with the issuance, reoffering or sale of the Bonds.
"Bond" or "Bonds" shall mean Issuer's $40,655,000 Pollution Control Revenue
Refunding Bonds (PacifiCorp Project), Series 1994.
"Bond Letter of Credit" means the irrevocable direct pay letter of credit issued by the LC
Issuing Bank to the Trustee to secure payment of the Bonds, in the form of Exhibit A attached
hereto.
"Business Day" has the meaning assigned thereto in the Bond Letter of Credit.
"C Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex C to
the Bond Letter of Credit.
"Credit Agreement" means that certain Credit Agreement dated as of March 27, 2013,
among the Borrower, the lenders and letter of credit issuers named therein, and JP Morgan Chase
Bank, N.A., as administrative agent and swingline lender, as amended or supplemented from
time to time.
"D Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex D to
the Bond Letter of Credit.
"Expiration Date" shall have the meaning assigned to such term in the Bond Letter of
Credit.
"Indenture" shall mean that certain Trust Indenture dated as of November 1,1994, between
the Issuer and the Trustee, as amended and restated by that certain First Supplemental Trust
Indenture dated as of October 1, 2008, between the Issuer and the Trustee, and as now or hereafter
amended or supplemented from time to time.
"Issuer" shall mean Moffat County, Colorado, and its lawful successors and assigns.
"LC Issuing Bank Fee Letter" means that certain letter agreement dated as of February 19,
2013, among the LC Issuing Bank, JPMorgan Chase Bank, N.A., Barclays Bank PLC and the
Borrower.
LEGAL26172165.1 2
"Loan Agreement" shall mean that certain Loan Agreement dated as of November 1,1994,
between the Borrower and the Issuer, as amended and restated by that certain Second Supplemental
Loan Agreement dated as of October 1, 2008, between the Borrower and the Issuer, and as now or
hereafter amended or supplemented from time to time.
"Reissuance Date" means March 27, 2013.
"Remarketing Agent" means the placement or remarketing agent at the time serving as
such under the Remarketing Agreement and designated as the Remarketing Agent for purposes
of the Indenture. The current Remarketing Agent is Morgan Stanley & Co., LLC.
"Remarketing Agreement" means that certain Remarketing Agreement dated as of
November 18, 2008 between the Borrower and the Remarketing Agent, as now or hereafter
amended or supplemented, or if such Remarketing Agreement shall be terminated, then such
other agreement which may from time to time be entered into with any Remarketing Agent with
respect to the remarketing or placement of the Bonds.
"Reoffering Circular" means the Reoffering Circular dated November 11, 2008 relating to
the Bonds, as supplemented or otherwise amended to the date hereof, together with the documents
incorporated therein by reference.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., or any successor
trustee under the Indenture.
Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be
deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement
or any related document. To the extent any provision of this Agreement conflicts with any
provision of the Credit Agreement or any other Related Document to which the Borrower and
the LC Issuing Bank are parties, the provisions of this Agreement shall control as between the
Borrower and the LC Issuing Bank.
ARTICLE II
AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT
Section 2.01 The Bond Letter of Credit. Subject to the terms and conditions of
this Agreement, the LC Issuing Bank agrees that the Bond Letter of Credit shall remain outstanding
and, as of the Reissuance Date, shall be issued pursuant to the Credit Agreement. The Bond Letter
of Credit is currently held by the Trustee as beneficiary in the original stated amount of
$41,296,570 consisting of (i) $40,655,000 to pay principal of the Bonds, plus (ii) 48 days'
interest on said principal amount computed at the rate of twelve percent (12%) per annum
calculated on the basis of a 365 day year and actual days elapsed, in the amount of $641 ,570.
Section 2.02
Bond Letter of Credit.
LEGAL26172165.1
Term. The Bond Letter of Credit will expire as provided in the
3
Section 2.03 Fees. The Borrower hereby agrees to pay to the LC Issuing Bank
fees in the amounts and on the dates as provided in Credit Agreement and the LC Issuing Bank
Fee Letter.
Section 2.04 Credit Agreement. (a) The Borrower represents and warrants that
the Credit Agreement has been duly executed and delivered by all parties thereto on or prior to
the date hereof. The Borrower has requested that the Bond Letter of Credit remain outstanding
pursuant to the terms and conditions of the Credit Agreement, including, without limitation,
Section 2.04 thereof. Subject to the terms and conditions of this Agreement, the LC Issuing
Bank agrees that the Bond Letter of Credit shall remain outstanding and, as of the Reissuance
Date, shall be issued under, and shall be subject to the terms and conditions of, the Credit
Agreement, as supplemented by this Agreement.
(b) The Borrower acknowledges and agrees that for all purposes hereunder and under
the Credit Agreement, including without limitation, for purposes of making demand for payment
under Section 2.04( d) of the Credit Agreement, (1) the Borrower shall be deemed to have notice
of any A Drawing or B Drawing on the Bond Letter of Credit (and notice of demand for
payment) on the Business Day preceding such drawing and (2) the Borrower shall be deemed to
have notice of any C Drawing or D Drawing on the Bond Letter of Credit (and notice of demand
for payment) by 10:00 A.M. (New York City time) on the date of such drawing. The LC Issuing
Bank and the Borrower further agree that no further demands for payment of any Reimbursement
Amount or interest thereon shall be required under the Credit Agreement and that such
Reimbursement Amount shall be paid directly to the LC Issuing Bank as provided in Section
2.17(f) of the Credit Agreement in accordance with such payment instructions as the LC Issuing
Bank shall provide to the Borrower from time to time.
(c) The Borrower hereby represents and warrants that after the issuance of the Bond
Letter of Credit, (i) the Outstanding Credits do not exceed the Commitments currently scheduled
to be in effect until the Termination Date, (ii) that portion of the LC Outstandings arising from
Letters of Credit issued by the LC Issuing Bank are less than $320,000,000 and (iii) the LC
Outstandings do not exceed $600,000,000.
(d) The Borrower hereby further represents and warrants that:
(i) Immediately prior to and after the issuance of the Bond Letter of Credit,
no Default shall have occurred and be continuing under the Credit Agreement;
(ii) The representations and warranties of the Borrower contained in the Bond
Documents and the Credit Agreement are correct on and as of the date of issuance of the
Bond Letter of Credit, before and after giving effect to such issuance, as though made on
and as of such date;
(iii) No petition by or against the Borrower has at any time been filed under the
United States Bankruptcy Code or under any similar act; and
(iv) No event has occurred and is continuing, or would result from the issuance
of the Bond Letter of Credit or the execution of this Agreement or the Bond Documents,
which constitutes an Event of Default under the Credit Agreement or would constitute an
LEGAL26172165.l 4
Event of Default under the Credit Agreement but for the requirement that notice be given
or time elapse or both.
Section 2.05 Further Assurances. The Borrower shall take such actions, and
shall timely request the Trustee to take such actions, as the LC Issuing Bank may reasonably
request to evidence the Trustee's obligation to make payments on Pledged Bonds (as defined in
the Indenture) to the LC Issuing Bank, including, without limitation, executing and delivering a
pledge agreement in customary form andlor obtaining CUSIP numbers for such Pledged Bonds.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01 Conditions Precedent. The obligation of the LC Issuing Bank to
issue the Bond Letter of Credit under the Credit Agreement is subject to the satisfaction of each
of the conditions precedent in Section 3.01 of the Credit Agreement and in clauses (i) and (ii) of
Section 3.02 of the Credit Agreement and the other conditions described below and to the
payment by Borrower of all of the costs, expenses and fees due and payable under the Credit
Agreement and the LC Issuing Bank Fee Letter:
(a) The LC Issuing Bank shall have received fully executed copies of any
Bond Documents that it shall have requested from the Borrower prior to the Reissuance
Date.
(b) The Bonds shall have been duly reoffered and sold pursuant to the
Remarketing Agreement.
(c) The representations and warranties contained in the Bond Documents shall
be true in all material respects on the Reissuance Date with the same effect as though
made on and as of that date, and no condition, event or act shall have occurred which
constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both,
would constitute a Default under the Credit Agreement.
(d) The Issuing Bank shall have received from counsel for the Borrower an
opinion in substantially the form attached as Exhibit B hereto.
(e) All proceedings taken in connection with the execution and delivery of the
Bonds shall be reasonably satisfactory to the Issuing Bank and the Issuing Bank shall
have received copies of such certificates, documents and papers as reasonably requested
in connection therewith, all in form and substance reasonably satisfactory to the Issuing
Bank.
(f) The Borrower shall supply to the Issuing Bank (x) a certificate of the
Secretary or an Assistant Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement and the
related Documents to which it is a party, the Articles of Incorporation and By-Laws of
the Borrower, together with all amendments thereto, all required Governmental
Approvals and resolutions authorizing the Credit Agreement and the Bond Letter of
LEGAL26172165.1 5
Credit and (y) a copy of a certificate issued by the Secretary of State of the State of
Oregon issued no more than 30 days preceding the Closing Date, stating that the
Borrower is in good standing in the State of Oregon and copies of certificates issued by
the Secretary of State of the States of Wyoming, Utah and Colorado stating that the
Borrower is authorized to transact business in each respective State.
(g) No law, regulation, ruling or other action of the United States, the State of
California or any political subdivision or Issuer therein or thereof shall be in effect or
shall have occurred, the effect of which would be to prevent the LC Issuing Bank from
fulfilling its obligations under this Agreement.
(h) The Administrative Agent shall have received such other approvals or
documents as the Administrative Agent, the Swingline Lender, any Lender or any LC
Issuing Bank shall have reasonably requested through the Administrative Agent
reasonably in advance of the Reissuance Date.
(i) The LC Issuing Bank shall have been designated as an "LC Issuing Bank"
on Schedule II to the Credit Agreement and the Bond Letter of Credit shall have been
described on Schedule III to the Credit Agreement.
(j) If required by the Administrative Agent, the Borrower shall have
provided a Request for Issuance to the Administrative Agent and the LC Issuing Bank as
required pursuant to Section 2.04(a) of the Credit Agreement.
Section 3.02 Additional Conditions Precedent to Issuance of the Bond Letter of
Credit. The obligation of the LC Issuing Bank to issue the Bond Letter of Credit shall be
subject to the further conditions precedent that on the date of the issuance of the Bond Letter of
Credit, the LC Issuing Bank shall have received such other documents, instruments, approvals
and, if requested by the LC Issuing Bank, certified duplicates of executed copies thereof, and
opinions as the LC Issuing Bank may reasonably request.
ARTICLE IV
MISCELLANEOUS
Section 4.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the LC Issuing Bank and the
Borrower and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 4.02 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier communication or other electronic means if
accompanied by telephonic confirmation of receipt) and mailed, telecopied or delivered as
follows:
LEGAL26172165.1 6
If to the Borrower, at:
If to the LC Issuing Bank, at:
or, as to each party, at such other address as shall be designated by such party in a written notice
to the other party. All such notices and communications shall, when mailed or telecopied, be
effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except
that notices to the LC Issuing Bank shall not be effective until received by the LC Issuing Bank.
Section 4.03 No Waiver; Remedies. No failure on the part of the LC Issuing
Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
Section 4.04 Indemnification. In addition to the payment of expenses pursuant
hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to indemnify, pay and hold the LC Issuing Bank, and the officers, directors, employees,
agents, and affiliates the LC Issuing Bank (collectively called the "Indemnitees") harmless from
and against, any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitees shall be designated a party thereto),
that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating
to or arising out of this Agreement or other agreements executed and delivered by the Borrower
in connection herewith or with the Bonds or the use or intended use of the Bond Letter of Credit
or the lack of any requirement that the Bond Letter of Credit be surrendered with each draw
thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an
Indemnitee hereunder with respect to any indemnified liabilities arising from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to
indemnify, payor hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower agrees to contribute the
LEGAL26172165.1 7
maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The
Borrower shall not be liable for any settlement without its consent. The Borrower hereby further
indemnifies and holds the Indemnified Parties harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses which may be incurred or which may be claimed
against the Indemnified Parties by any person or entity:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect,
or any untrue statement or alleged untrue statement of any material fact, contained in the
Reoffering Circular or any amendment or supplement thereto, or by reason of the
omission or alleged omission to state therein a material fact necessary to make such
statements, in the light of the circumstances under which they were made, not
misleading; or
(b) by reason of or in connection with the execution, delivery or performance
of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by
the Indenture or the Loan Agreement; or
( c) by reason of or in connection with the execution and delivery or transfer
of, or payment or failure to make payment under, the Bond Letter of Credit; provided,
however, that the Borrower shall not be required to indemnify the LC Issuing Bank
pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses
to the extent caused by the LC Issuing Bank's willful failure to make lawful payment
under the Bond Letter of Credit after the presentation to it by the Trustee or a successor
trustee under the Indenture of a draft and certificate strictly complying with the terms and
conditions of the Bond Letter of Credit.
Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Borrower hereunder,
the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the
payment in full of amounts payable pursuant to Article II and the termination of the Bond Letter
of Credit.
Section 4.05 No Liability of the LC Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary of the Bond Letter of Credit with respect to its
administration and utilization of the Bond Letter of Credit. Neither the LC Issuing Bank nor any
of its officers or directors shall be liable or responsible for: (a) the use which may be made of
the Bond Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or
(b) the validity, sufficiency or genuineness of documents, or of any endorsement( s) thereon, even
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent
or forged; or (c) payment by the LC Issuing Bank against presentation of documents which, on
their face, appear to comply with the terms of the Bond Letter of Credit, even though such
documents may fail to bear any reference or adequate reference to the Bond Letter of Credit or
(d) any other circumstances whatsoever in making or failing to make payment under the Bond
Letter of Credit in connection with which the LC Issuing Bank would, pursuant to the Uniform
Customs and Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, be absolved from liability. In furtherance and not in limitation
LEGAL26172165.1 8
of the foregoing, the LC Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to
the contrary.
Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution, delivery, filing,
recording, administration, modification and amendment of this Agreement and any other
documents which may be delivered in connection with this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the LC Issuing Bank
and local counsel who may be retained by said counsel, with respect thereto and with respect to
advising the LC Issuing Bank as to its rights and responsibilities under this Agreement. The
Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel
fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and such other documents which may be delivered
in connection with this Agreement, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action
or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the LC Issuing Bank from paying any amount under the Bond Letter of
Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of this
Agreement or the Bond Letter of Credit or any such other documents, and agrees to save the LC
Issuing Bank harmless from and against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees.
Section 4.07 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the LC Issuing Bank and thereafter shall be
binding upon and inure to the benefit of the Borrower, the LC Issuing Bank, and their respective
successors and assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the LC Issuing Bank.
Section 4.08 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
Section 4.09 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York except that
the authority of the Borrower to execute and delivery this Agreement shall be governed by the
laws of the State of Oregon. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.
LEGAL26172165.1 9
Section 4.10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
F AMIL Y OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE.
Section 4.11 Continuing Obligation. This Agreement is a continuing obligation,
shall survive the expiration of the Bond Letter of Credit until amounts owed hereunder and under
the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors
and assigns, and (b) inure to the benefit of and be enforceable by the LC Issuing Bank and its
successors, transferees and assigns.
Section 4.12 Immediate Advance. The Borrower recognizes that upon issuance
of the Bond Letter of Credit, the LC Issuing Bank is irrevocably bound to honor any and all
drafts drawn and presented in compliance with the terms thereof, up to an aggregate amount
equal to the Stated Amount. Accordingly, in order to induce the LC Issuing Bank to issue the
Bond Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrary,
the issuance of the Bond Letter of Credit shall be and is deemed to constitute an immediate
"advance" in the amount of the Stated Amount for purposes of determining the respective rights
of the Borrower and the LC Issuing Bank.
Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent
thereof under the Bond Letter of Credit shall be deemed (i) a certification by the Borrower that
the representations and warranties incorporated by reference in Section 2.04(c) of this
Agreement are correct in all material respects as of the date of the drawing, and (ii) a
certification by the Borrower that it is in all other respects in compliance with the provisions of
this Agreement.
Section 4.14 Facsimile Documents. At the request of the Borrower, the Bond
Letter of Credit provides that demands for payment thereunder may be presented to the LC
Issuing Bank by, among other methods, facsimile. The Borrower acknowledges and assumes all
risks relating to the use of such facsimile demands for payment and agrees that its obligations
under this Agreement, the Credit Agreement and the Related Documents shall remain absolute,
unconditional and irrevocable if the LC Issuing Bank honors such facsimile demands for
payment.
Section 4.15 Counterparts. This Agreement may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original and all shall
constitute one and the same instrument.
Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person or entity that opens an account, including any deposit account,
LEGAL26172165.1 10
treasury management account, loan, other extension of credit, or other financial services product.
What this means for Borrower: When Borrower opens an account, if Borrower is an individual,
the LC Issuing Bank will ask for Borrower's name, taxpayer identification number, business
address, and other information that will allow the LC Issuing Bank to identify Borrower. The
LC Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or
other identifying documents, and, if Borrower is not an individual, to see Borrower's legal
organizational documents or other identifying documents.
LEGAL26172165.1 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172165.1
PACIFICORP, as Borrower
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Moffat County, Colorado
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172165.1
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as LC Issuing Bank
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Moffat County, Colorado
13
LEGAL26172165.1
EXHIBIT A
TO
LETTER OF CREDIT AGREEMENT
FORM OF LETTER OF CREDIT
LEGAL26172165.1
EXHIBIT B
OPINION OF
COUNSEL FOR THE BORROWER

AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
LEGAL26172198.1
dated March 27, 2013
by and among
PACIFICORP,
as the "Borrower"
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "LC Issuing Bank"
$121,940,000
Emery County, Utah
Pollution Control Revenue Refunding Bonds,
Series 1994
(PacifiCorp Project)
Table of Contents
ARTICLE I DEFINITIONS ................................................................................................. 1
Section 1.01
Section 1.02
Certain Defined Terms ......................................................................... 1
Relation to Other Documents ............................................................... 3
ARTICLE II AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT ............... 3
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
The Bond Letter of Credit .................................................................... 3
Term ..................................................................................................... 3
Fees ...................................................................................................... 3
Credit Agreement ................................................................................. 4
Extension of the Expiration Date ......................................................... 4
Further Assurances ............................................................................... 5
ARTICLE III CONDITIONS PRECEDENT ......................................................................... 5
Section 3.01
Section 3.02
Conditions Precedent ........................................................................... 5
Additional Conditions Precedent to Issuance of the Bond Letter
of Credit ............................................................................................... 6
ARTICLE IV MISCELLANEOUS ........................................................................................ 6
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Section 4.11
Section 4.12
Amendments, Etc ................................................................................. 6
Notices, Etc .......................................................................................... 6
No Waiver; Remedies .......................................................................... 7
Indemnification .................................................................................... 7
No Liability of the LC Issuing Bank .................................................... 8
Costs, Expenses and Taxes .................................................................. 9
Binding Effect ...................................................................................... 9
Severability .......................................................................................... 9
Governing Law; Waiver of Jury Trial ................................................. 9
OREGON STATE NOTICE .............................................................. 10
Continuing Obligation ....................................................................... 10
Immediate Advance ........................................................................... 10
Section 4.13 Drawing a Certification ...................................................................... 10
Section 4.14 Facsimile Documents ......................................................................... 10
Section 4.15 Counterparts ....................................................................................... 10
Section 4.16 USA PATRIOT ACT NOTIFICATION ........................................... 10
EXHIBIT A FORM OF IRREVOCABLE LETTER OF CREDIT
EXHIBIT B FORM OF OPINION OF COUNSEL TO BORROWER
LEGAL26172198.1
AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
THIS AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT, dated
March 27,2013 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the
"Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the
hereinafter described Bond Letter of Credit (the "LC Issuing BanlC'). Certain terms used herein
are defined in Article I of this Agreement.
RECITALS:
WHEREAS, the Issuer has heretofore issued the Bonds pursuant to the Indenture
and the Issuer and the Borrower have entered into the Loan Agreement pertaining to the Bonds;
and
WHEREAS, under the Loan Agreement the Borrower has agreed to cause the
Bonds to be secured by an irrevocable direct pay letter of credit; and
WHEREAS, the LC Issuing Bank issued the Bond Letter of Credit to secure the
Bonds on November 19, 2008, pursuant to the Bond Letter of Credit Agreement dated November
19, 2008 (the "Original Letter of Credit Agreement") and subject to the terms set forth in that
certain Amended and Restated Credit Agreement, dated as of July 6, 2006, as amended by the
First Amendment to the same, dated as of April 15, 2009, and the Second Amendment to the
same, dated as of January 6, 2012, among the Borrower, the banks listed on the signature pages
thereto, the Administrative Agent and The Royal Bank of Scotland pIc, as Syndication Agent
(the "Original Credit Agreement"); and
WHEREAS, the Borrower has now requested that the Bond Letter of Credit
remain outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Original Credit Agreement and that the Expiration Date of the
Bond Letter of Credit be extended to March 27,2015; and
WHEREAS, the parties have agreed to amend and restate the Original Letter of
Credit Agreement accordingly as more fully set forth below; and
NOW, THEREFORE, in consideration of the premises, including the benefits to
be realized by Borrower as above described, and in order to induce the LC Issuing Bank to keep
the Bond Letter of Credit outstanding, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Defined Terms. Unless otherwise defined in this
Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the
meanings respectively indicated therein. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):
LEGAL26172198.1
"A Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex A to
the Bond Letter of Credit.
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent under the Credit Agreement, and its successors in such capacity.
"B Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex B to
the Bond Letter of Credit.
"Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the
Remarketing Agreement, (iv) this Agreement and (v) any other document executed by the
Borrower in connection with the issuance, reoffering or sale of the Bonds.
"Bond" or "Bonds" shall mean Issuer's $121,940,000 Pollution Control Revenue
Refunding Bonds (PacifiCorp Project), Series 1994.
"Bond Letter of Credit" means the irrevocable direct pay letter of credit issued by the LC
Issuing Bank to the Trustee to secure payment of the Bonds, in the form of Exhibit A attached
hereto.
"Business Day" has the meaning assigned thereto in the Bond Letter of Credit.
"C Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex C to
the Bond Letter of Credit.
"Credit Agreement" means that certain Credit Agreement dated as of March 27, 2013,
among the Borrower, the lenders and letter of credit issuers named therein, and JP Morgan Chase
Bank, N.A., as administrative agent and swing line lender, as amended or supplemented from
time to time.
"D Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex D to
the Bond Letter of Credit.
"Expiration Date" shall have the meaning assigned to such term in the Bond Letter of
Credit.
"Indenture" shall mean that certain Trust Indenture dated as of November 1, 1994, between
the Issuer and the Trustee, as amended and restated by that certain First Supplemental Trust
Indenture dated as of October 1, 2008, between the Issuer and the Trustee, and as now or hereafter
amended or supplemented from time to time.
"Issuer" shall mean Emery County, Utah, and its lawful successors and assigns.
"LC Issuing Bank Fee Letter" means that certain letter agreement dated as of February 19,
2013, among the LC Issuing Bank, JPMorgan Chase Bank, N.A., Barclays Bank PLC and the
Borrower.
LEGAL26172198.1 2
"Loan Agreement" shall mean that certain Loan Agreement dated as of November 1, 1994,
between the Borrower and the Issuer, as amended and restated by that certain Second Supplemental
Loan Agreement dated as of October 1,2008, between the Borrower and the Issuer, and as now or
hereafter amended or supplemented from time to time.
"Reissuance Date" means March 27,2013.
"Remarketing Agent" means the placement or remarketing agent at the time serving as
such under the Remarketing Agreement and designated as the Remarketing Agent for purposes
of the Indenture. The current Remarketing Agent is Wells Fargo Bank, National Association.
"Remarketing Agreement" means that certain Remarketing Agreement dated as of
November 18, 2008 between the Borrower and the Remarketing Agent, as now or hereafter
amended or supplemented, or if such Remarketing Agreement shall be terminated, then such
other agreement which may from time to time be entered into with any Remarketing Agent with
respect to the remarketing or placement of the Bonds.
"Reoffering Circular" means the Reoffering Circular dated November 11, 2008 relating to
the Bonds, as supplemented or otherwise amended to the date hereof, together with the documents
incorporated therein by reference.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., or any successor
trustee under the Indenture.
Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be
deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement
or any related document. To the extent any provision of this Agreement conflicts with any
provision of the Credit Agreement or any other Related Document to which the Borrower and
the LC Issuing Bank are parties, the provisions of this Agreement shall control as between the
Borrower and the LC Issuing Bank.
ARTICLE II
AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT
Section 2.01 The Bond Letter of Credit. Subject to the terms and conditions of
this Agreement, the LC Issuing Bank agrees that the Bond Letter of Credit shall remain outstanding
and, as of the Reissuance Date, shall be issued pursuant to the Credit Agreement. The Bond Letter
of Credit is currently held by the Trustee as beneficiary in the original stated amount of
$123,864.314 consisting of (i) $121,940,000 to pay principal of the Bonds, plus (ii) 48 days'
interest on said principal amount computed at the rate of twelve percent (12%) per annum
calculated on the basis of a 365 day year and actual days elapsed, in the amount of $1 ,924,314.
Section 2.02
Bond Letter of Credit.
LEGAL26172198.1
Term. The Bond Letter of Credit will expire as provided in the
3
Section 2.03 Fees. The Borrower hereby agrees to pay to the LC Issuing Bank
fees in the amounts and on the dates as provided in Credit Agreement and the LC Issuing Bank
Fee Letter.
Section 2.04 Credit Agreement. (a) The Borrower represents and warrants that
the Credit Agreement has been duly executed and delivered by all parties thereto on or prior to
the date hereof. The Borrower has requested that the Bond Letter of Credit remain outstanding
pursuant to the terms and conditions of the Credit Agreement, including, without limitation,
Section 2.04 thereof. Subject to the terms and conditions of this Agreement, the LC Issuing
Bank agrees that the Bond Letter of Credit shall remain outstanding and, as of the Reissuance
Date, shall be issued under, and shall be subject to the terms and conditions of, the Credit
Agreement, as supplemented by this Agreement.
(b) The Borrower acknowledges and agrees that for all purposes hereunder and under
the Credit Agreement, including without limitation, for purposes of making demand for payment
under Section 2.04(d) of the Credit Agreement, (1) the Borrower shall be deemed to have notice
of any A Drawing or B Drawing on the Bond Letter of Credit (and notice of demand for
payment) on the Business Day preceding such drawing and (2) the Borrower shall be deemed to
have notice of any C Drawing or D Drawing on the Bond Letter of Credit (and notice of demand
for payment) by 10:00 A.M. (New York City time) on the date of such drawing. The LC Issuing
Bank and the Borrower further agree that no further demands for payment of any Reimbursement
Amount or interest thereon shall be required under the Credit Agreement and that such
Reimbursement Amount shall be paid directly to the LC Issuing Bank as provided in Section
2.17(f) of the Credit Agreement in accordance with such payment instructions as the LC Issuing
Bank shall provide to the Borrower from time to time.
( c) The Borrower hereby represents and warrants that after the issuance of the Bond
Letter of Credit, (i) the Outstanding Credits do not exceed the Commitments currently scheduled
to be in effect until the Termination Date, (ii) that portion of the LC Outstandings arising from
Letters of Credit issued by the LC Issuing Bank are less than $320,000,000 and (iii) the LC
Outstandings do not exceed $600,000,000.
(d) The Borrower hereby further represents and warrants that:
(i) Immediately prior to and after the issuance of the Bond Letter of Credit,
no Default shall have occurred and be continuing under the Credit Agreement;
(ii) The representations and warranties of the Borrower contained in the Bond
Documents and the Credit Agreement are correct on and as of the date of issuance of the
Bond Letter of Credit, before and after giving effect to such issuance, as though made on
and as of such date;
(iii) No petition by or against the Borrower has at any time been filed under the
United States Bankruptcy Code or under any similar act; and
(iv) No event has occurred and is continuing, or would result from the issuance
of the Bond Letter of Credit or the execution of this Agreement or the Bond Documents,
which constitutes an Event of Default under the Credit Agreement or would constitute an
LEGAL26172198.1 4
Event of Default under the Credit Agreement but for the requirement that notice be given
or time elapse or both.
Section 2.05 Extension of the Expiration Date. If the LC Issuing Bank intends to
elect not to extend the then current Expiration Date set forth in the Bond Letter of Credit, the LC
Issuing Bank shall provide written notice to the Borrower of such intention on or before the date
that is sixty (60) days prior to such Expiration Date. In addition, if the LC Issuing Bank makes
such election to not extend the scheduled Expiration Date, the LC Issuing Bank shall provide
written notice of the LC Issuing Bank's election to the Trustee on or before the date that is forty­
five (45) days prior to such Expiration Date. The determination whether to extend the Expiration
Date shall be in the independent absolute discretion of LC Issuing Bank.
Section 2.06 Further Assurances. The Borrower shall take such actions, and
shall timely request the Trustee to take such actions, as the LC Issuing Bank may reasonably
request to evidence the Trustee's obligation to make payments on Pledged Bonds (as defined in
the Indenture) to the LC Issuing Bank, including, without limitation, executing and delivering a
pledge agreement in customary form and/or obtaining CUSIP numbers for such Pledged Bonds.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01 Conditions Precedent. The obligation of the LC Issuing Bank to
issue the Bond Letter of Credit under the Credit Agreement is subject to the satisfaction of each
of the conditions precedent in Section 3.01 of the Credit Agreement and in clauses (i) and (ii) of
Section 3.02 of the Credit Agreement and the other conditions described below and to the
payment by Borrower of all of the costs, expenses and fees due and payable under the Credit
Agreement and the LC Issuing Bank Fee Letter:
(a) The LC Issuing Bank shall have received fully executed copies of any
Bond Documents that it shall have requested from the Borrower prior to the Reissuance
Date.
(b) The Bonds shall have been duly reoffered and sold pursuant to the
Remarketing Agreement.
(c) The representations and warranties contained in the Bond Documents shall
be true in all material respects on the Reissuance Date with the same effect as though
made on and as of that date, and no condition, event or act shall have occurred which
constitutes a Default under the Credit Agreement or, with notice or lapse oftime, or both,
would constitute a Default under the Credit Agreement.
(d) The Issuing Bank shall have received from counsel for the Borrower an
opinion in substantially the form attached as Exhibit B hereto.
(e) All proceedings taken in connection with the execution and delivery of the
Bonds shall be reasonably satisfactory to the Issuing Bank and the Issuing Bank shall
have received copies of such certificates, documents and papers as reasonably requested
LEGAL26172198.1 5
in connection therewith, all in form and substance reasonably satisfactory to the Issuing
Banle
(f) The Borrower shall supply to the Issuing Bank (x) a certificate of the
Secretary or an Assistant Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement and the
related Documents to which it is a party, the Articles of Incorporation and By-Laws of
the Borrower, together with all amendments thereto, all required Governmental
Approvals and resolutions authorizing the Credit Agreement and the Bond Letter of
Credit and (y) a copy of a certificate issued by the Secretary of State of the State of
Oregon issued no more than 30 days preceding the Closing Date, stating that the
Borrower is in good standing in the State of Oregon and copies of certificates issued by
the Secretary of State of the States of Wyoming, Utah and Colorado stating that the
Borrower is authorized to transact business in each respective State.
(g) No law, regulation, ruling or other action of the United States, the State of
California or any political subdivision or Issuer therein or thereof shall be in effect or
shall have occurred, the effect of which would be to prevent the LC Issuing Bank from
fulfilling its obligations under this Agreement.
(h) The Administrative Agent shall have received such other approvals or
documents as the Administrative Agent, the Swingline Lender, any Lender or any LC
Issuing Bank shall have reasonably requested through the Administrative Agent
reasonably in advance of the Reissuance Date.
(i) The LC Issuing Bank shall have been designated as an "LC Issuing Bank"
on Schedule II to the Credit Agreement and the Bond Letter of Credit shall have been
described on Schedule III to the Credit Agreement.
G) If required by the Administrative Agent, the Borrower shall have
provided a Request for Issuance to the Administrative Agent and the LC Issuing Bank as
required pursuant to Section 2.04(a) of the Credit Agreement.
Section 3.02 Additional Conditions Precedent to Issuance of the Bond Letter of
Credit. The obligation of the LC Issuing Bank to issue the Bond Letter of Credit shall be
subject to the further conditions precedent that on the date of the issuance of the Bond Letter of
Credit, the LC Issuing Bank shall have received such other documents, instruments, approvals
and, if requested by the LC Issuing Bank, certified duplicates of executed copies thereof, and
opinions as the LC Issuing Bank may reasonably request.
ARTICLE IV
MISCELLANEOUS
Section 4.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the LC Issuing Bank and the
LEGAL26172198.1 6
Borrower and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 4.02 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier communication or other electronic means if
accompanied by telephonic confirmation of receipt) and mailed, telecopied or delivered as
follows:
If to the Borrower, at:
If to the LC Issuing Bank, at:
or, as to each party, at such other address as shall be designated by such party in a written notice
to the other party. All such notices and communications shall, when mailed or telecopied, be
effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except
that notices to the LC Issuing Bank shall not be effective until received by the LC Issuing Bank.
Section 4.03 No Waiver; Remedies. No failure on the part of the LC Issuing
Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
Section 4.04 Indemnification. In addition to the payment of expenses pursuant
hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to indemnify, pay and hold the LC Issuing Bank, and the officers, directors, employees,
agents, and affiliates the LC Issuing Bank (collectively called the "Indemnitees") harmless from
and against, any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitees shall be designated a party thereto),
that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating
LEGAL26172198.1 7
to or arising out of this Agreement or other agreements executed and delivered by the Borrower
in connection herewith or with the Bonds or the use or intended use of the Bond Letter of Credit
or the lack of any requirement that the Bond Letter of Credit be surrendered with each draw
thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an
Indemnitee hereunder with respect to any indemnified liabilities arising from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to
indemnify, payor hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower agrees to contribute the
maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The
Borrower shall not be liable for any settlement without its consent. The Borrower hereby further
indemnifies and holds the Indemnified Parties harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses which may be incurred or which may be claimed
against the Indemnified Parties by any person or entity:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect,
or any untrue statement or alleged untrue statement of any material fact, contained in the
Reoffering Circular or any amendment or supplement thereto, or by reason of the
omission or alleged omission to state therein a material fact necessary to make such
statements, in the light of the circumstances under which they were made, not
misleading; or
(b) by reason of or in connection with the execution, delivery or performance
of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by
the Indenture or the Loan Agreement; or
(c) by reason of or in connection with the execution and delivery or transfer
of, or payment or failure to make payment under, the Bond Letter of Credit; provided,
however, that the Borrower shall not be required to indemnify the LC Issuing Bank
pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses
to the extent caused by the LC Issuing Bank's willful failure to make lawful payment
under the Bond Letter of Credit after the presentation to it by the Trustee or a successor
trustee under the Indenture of a draft and certificate strictly complying with the terms and
conditions of the Bond Letter of Credit.
Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Borrower hereunder,
the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the
payment in full of amounts payable pursuant to Article II and the termination of the Bond Letter
of Credit.
Section 4.05 No Liability of the LC Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary of the Bond Letter of Credit with respect to its
administration and utilization of the Bond Letter of Credit. Neither the LC Issuing Bank nor any
of its officers or directors shall be liable or responsible for: (a) the use which may be made of
the Bond Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or
(b) the validity, sufficiency or genuineness of documents, or of any endorsement( s) thereon, even
LEGAL26172198.1 8
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent
or forged; or (c) payment by the LC Issuing Bank against presentation of documents which, on
their face, appear to comply with the terms of the Bond Letter of Credit, even though such
documents may fail to bear any reference or adequate reference to the Bond Letter of Credit or
(d) any other circumstances whatsoever in making or failing to make payment under the Bond
Letter of Credit in connection with which the LC Issuing Bank would, pursuant to the Uniform
Customs and Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, be absolved from liability. In furtherance and not in limitation
of the foregoing, the LC Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to
the contrary.
Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution, delivery, filing,
recording, administration, modification and amendment of this Agreement and any other
documents which may be delivered in connection with this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the LC Issuing Bank
and local counsel who may be retained by said counsel, with respect thereto and with respect to
advising the LC Issuing Bank as to its rights and responsibilities under this Agreement. The
Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel
fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and such other documents which may be delivered
in connection with this Agreement, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action
or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the LC Issuing Bank from paying any amount under the Bond Letter of
Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of this
Agreement or the Bond Letter of Credit or any such other documents, and agrees to save the LC
Issuing Bank harmless from and against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees.
Section 4.07 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the LC Issuing Bank and thereafter shall be
binding upon and inure to the benefit of the Borrower, the LC Issuing Bank, and their respective
successors and assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the LC Issuing Bank.
Section 4.08 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
Section 4.09 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York except that
the authority of the Borrower to execute and delivery this Agreement shall be governed by the
LEGAL26172198.1 9
laws of the State of Oregon. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.
Section 4.10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE.
Section 4.11 Continuing Obligation. This Agreement is a continuing obligation,
shall survive the expiration of the Bond Letter of Credit until amounts owed hereunder and under
the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors
and assigns, and (b) inure to the benefit of and be enforceable by the LC Issuing Bank and its
successors, transferees and assigns.
Section 4.12 Immediate Advance. The Borrower recognizes that upon issuance
of the Bond Letter of Credit, the LC Issuing Bank is irrevocably bound to honor any and all
drafts drawn and presented in compliance with the terms thereof, up to an aggregate amount
equal to the Stated Amount. Accordingly, in order to induce the LC Issuing Bank to issue the
Bond Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrary,
the issuance of the Bond Letter of Credit shall be and is deemed to constitute an immediate
"advance" in the amount of the Stated Amount for purposes of determining the respective rights
of the Borrower and the LC Issuing Bank.
Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent
thereof under the Bond Letter of Credit shall be deemed (i) a certification by the Borrower that
the representations and warranties incorporated by reference in Section 2.04(c) of this
Agreement are correct in all material respects as of the date of the drawing, and (ii) a
certification by the Borrower that it is in all other respects in compliance with the provisions of
this Agreement.
Section 4.14 Facsimile Documents. At the request of the Borrower, the Bond
Letter of Credit provides that demands for payment thereunder may be presented to the LC
Issuing Bank by, among other methods, facsimile. The Borrower acknowledges and assumes all
risks relating to the use of such facsimile demands for payment and agrees that its obligations
under this Agreement, the Credit Agreement and the Related Documents shall remain absolute,
• unconditional and irrevocable if the LC Issuing Bank honors such facsimile demands for
payment.
LEGAL26172198.l 10
Section 4.15 Counterparts. This Agreement may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original and all shall
constitute one and the same instrument.
Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person or entity that opens an account, including any deposit account,
treasury management account, loan, other extension of credit, or other financial services product.
What this means for Borrower: When Borrower opens an account, if Borrower is an individual,
the LC Issuing Bank will ask for Borrower's name, taxpayer identification number, business
address, and other information that will allow the LC Issuing Bank to identify Borrower. The
LC Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or
other identifying documents, and, if Borrower is not an individual, to see Borrower's legal
organizational documents or other identifying documents.
LEGAL26172198.1 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172198.1
PACIFICORP, as Borrower
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Emery County, Utah
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172198.1
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as LC Issuing Bank
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Emery County, Utah
13
LEGAL26172198.1
EXHIBIT A
TO
LETTER OF CREDIT AGREEMENT
FORM OF LETTER OF CREDIT
LEGAL26172198.1
EXHIBITB
OPINION OF
COUNSEL FOR THE BORROWER

AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
LEGAL26172209.1
dated March 27, 2013
by and among
P ACIFICORP,
as the "Borrower"
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "LC Issuing Bank"
$15,060,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds,
Series 1994
(PacifiCorp Project)
Table of Contents
ARTICLE I DEFINITIONS ................................................................................................. 1
Section 1.01
Section 1.02
Certain Defined Terms ......................................................................... 1
Relation to Other Documents ............................................................... 3
ARTICLE II AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT ............... 3
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
The Bond Letter of Credit .................................................................... 3
Term ..................................................................................................... 3
Fees ...................................................................................................... 3
Credit Agreement ................................................................................. 4
Extension of the Expiration Date ......................................................... 4
Further Assurances ............................................................................... 5
ARTICLE III CONDITIONS PRECEDENT ......................................................................... 5
Section 3.01
Section 3.02
Conditions Precedent ........................................................................... 5
Additional Conditions Precedent to Issuance of the Bond Letter
of Credit ............................................................................................... 6
ARTICLE IV MISCELLANEOUS ........................................................................................ 6
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Section 4.11
Section 4.12
Amendments, Etc ................................................................................. 6
Notices, Etc .......................................................................................... 6
No Waiver; Remedies .......................................................................... 7
Indemnification .................................................................................... 7
No Liability of the LC Issuing Bank .................................................... 8
Costs, Expenses and Taxes .................................................................. 9
Binding Effect ...................................................................................... 9
Severability .......................................................................................... 9
Governing Law; Waiver of Jury Trial ................................................. 9
OREGON STATE NOTICE .............................................................. 10
Continuing Obligation ....................................................................... 10
Immediate Advance ........................................................................... 10
Section 4.13 Drawing a Certification ...................................................................... 10
Section 4 .14 Facsimile Documents ......................................................................... 10
Section 4.15 Counterparts ....................................................................................... 10
Section 4.16 USA PATRIOT ACT NOTIFICATION ........................................... 10
EXHIBIT A FORM OF IRREVOCABLE LETTER OF CREDIT
EXHIBIT B FORM OF OPINION OF COUNSEL TO BORROWER
LEGAL26172209.1
AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
THIS AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT, dated
March 27,2013 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the
"Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the
hereinafter described Bond Letter of Credit (the "LC Issuing BanlC'). Certain terms used herein
are defined in Article I of this Agreement.
RECITALS:
WHEREAS, the Issuer has heretofore issued the Bonds pursuant to the Indenture
and the Issuer and the Borrower have entered into the Loan Agreement pertaining to the Bonds;
and
WHEREAS, under the Loan Agreement the Borrower has agreed to cause the
Bonds to be secured by an irrevocable direct pay letter of credit; and
WHEREAS, the LC Issuing Bank issued the Bond Letter of Credit to secure the
Bonds on November 19, 2008, pursuant to the Bond Letter of Credit Agreement dated November
19, 2008 (the "Original Letter of Credit Agreement") and subject to the terms set forth in that
certain Amended and Restated Credit Agreement, dated as of July 6, 2006, as amended by the
First Amendment to the same, dated as of April 15, 2009, and the Second Amendment to the
same, dated as of January 6, 2012, among the Borrower, the banks listed on the signature pages
thereto, the Administrative Agent and The Royal Bank of Scotland pic, as Syndication Agent
(the "Original Credit Agreement"); and
WHEREAS, the Borrower has now requested that the Bond Letter of Credit
remain outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Original Credit Agreement and that the Expiration Date of the
Bond Letter of Credit be extended to March 27,2015; and
WHEREAS, the parties have agreed to amend and restate the Original Letter of
Credit Agreement accordingly as more fully set forth below; and
NOW, THEREFORE, in consideration of the premises, including the benefits to
be realized by Borrower as above described, and in order to induce the LC Issuing Bank to keep
the Bond Letter of Credit outstanding, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Defined Terms. Unless otherwise defined in this
Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the
meanings respectively indicated therein. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):
LEGAL26172209.1
"A Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex A to
the Bond Letter of Credit.
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent under the Credit Agreement, and its successors in such capacity.
"B Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex B to
the Bond Letter of Credit.
"Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the
Remarketing Agreement, (iv) this Agreement and (v) any other document executed by the
Borrower in connection with the issuance, reoffering or sale of the Bonds.
"Bond" or "Bonds" shall mean Issuer's $15,060,000 Pollution Control Revenue
Refunding Bonds (PacifiCorp Project), Series 1994.
"Bond Letter of Credit" means the irrevocable direct pay letter of credit issued by the LC
Issuing Bank to the Trustee to secure payment of the Bonds, in the form of Exhibit A attached
hereto.
"Business Day" has the meaning assigned thereto in the Bond Letter of Credit.
"C Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex C to
the Bond Letter of Credit.
"Credit Agreement" means that certain Credit Agreement dated as of March 27, 2013,
among the Borrower, the lenders and letter of credit issuers named therein, and JP Morgan Chase
Bank, N.A., as administrative agent and swingline lender, as amended or supplemented from
time to time.
"D Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex D to
the Bond Letter of Credit.
"Expiration Date" shall have the meaning assigned to such term in the Bond Letter of
Credit.
"Indenture" shall mean that certain Trust Indenture dated as of November 1, 1994, between
the Issuer and the Trustee, as amended and restated by that certain First Supplemental Trust
Indenture dated as of October 1, 2008, between the Issuer and the Trustee, and as now or hereafter
amended or supplemented from time to time.
"Issuer" shall mean Lincoln County, Wyoming, and its lawful successors and assigns.
"LC Issuing Bank Fee Letter" means that certain letter agreement dated as of February 19,
2013, among the LC Issuing Bank, JPMorgan Chase Bank, N.A., Barclays Bank PLC and the
Borrower.
LEGAL26172209.1 2
"Loan Agreement" shall mean that certain Loan Agreement dated as of November 1, 1994,
between the Borrower and the Issuer, as amended and restated by that certain Second Supplemental
Loan Agreement dated as of October 1, 2008, between the Borrower and the Issuer, and as now or
hereafter amended or supplemented from time to time.
"Reissuance Date" means March 27, 2013.
"Remarketing Agent" means the placement or remarketing agent at the time serving as
such under the Remarketing Agreement and designated as the Remarketing Agent for purposes
of the Indenture. The current Remarketing Agent is Merrill Lynch, Pierce, Fenner & Smith Inc.
"Remarketing Agreement" means that certain Remarketing Agreement dated as of
November 18, 2008 between the Borrower and the Remarketing Agent, as now or hereafter
amended or supplemented, or if such Remarketing Agreement shall be terminated, then such
other agreement which may from time to time be entered into with any Remarketing Agent with
respect to the remarketing or placement of the Bonds.
"Reoffering Circular" means the Reoffering Circular dated November 11, 2008 relating to
the Bonds, as supplemented or otherwise amended to the date hereof, together with the documents
incorporated therein by reference.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., or any successor
trustee under the Indenture.
Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be
deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement
or any related document. To the extent any provision of this Agreement conflicts with any
provision of the Credit Agreement or any other Related Document to which the Borrower and
the LC Issuing Bank are parties, the provisions of this Agreement shall control as between the
Borrower and the LC Issuing Bank.
ARTICLE II
AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT
Section 2.01 The Bond Letter of Credit. Subject to the terms and conditions of
this Agreement, the LC Issuing Bank agrees that the Bond Letter of Credit shall remain outstanding
and, as of the Reissuance Date, shall be issued pursuant to the Credit Agreement. The Bond Letter
of Credit is currently held by the Trustee as beneficiary in the original stated amount of
$15,297,660 consisting of (i) $15,060,000 to pay principal of the Bonds, plus (ii) 48 days'
interest on said principal amount computed at the rate of twelve percent (12%) per annum
calculated on the basis of a 365 day year and actual days elapsed, in the amount of $237,660.
Section 2.02
Bond Letter of Credit.
LEGAL26172209.1
Term. The Bond Letter of Credit will expire as provided in the
3
Section 2.03 Fees. The Borrower hereby agrees to pay to the LC Issuing Bank
fees in the amounts and on the dates as provided in Credit Agreement and the LC Issuing Bank
Fee Letter.
Section 2.04 Credit Agreement. (a) The Borrower represents and warrants that
the Credit Agreement has been duly executed and delivered by all parties thereto on or prior to
the date hereof. The Borrower has requested that the Bond Letter of Credit remain outstanding
pursuant to the terms and conditions of the Credit Agreement, including, without limitation,
Section 2.04 thereof. Subject to the terms and conditions of this Agreement, the LC Issuing
Bank agrees that the Bond Letter of Credit shall remain outstanding and, as of the Reissuance
Date, shall be issued under, and shall be subject to the terms and conditions of, the Credit
Agreement, as supplemented by this Agreement.
(b) The Borrower acknowledges and agrees that for all purposes hereunder and under
the Credit Agreement, including without limitation, for purposes of making demand for payment
under Section 2.04( d) of the Credit Agreement, (1) the Borrower shall be deemed to have notice
of any A Drawing or B Drawing on the Bond Letter of Credit (and notice of demand for
payment) on the Business Day preceding such drawing and (2) the Borrower shall be deemed to
have notice of any C Drawing or D Drawing on the Bond Letter of Credit (and notice of demand
for payment) by 10:00 A.M. (New York City time) on the date of such drawing. The LC Issuing
Bank and the Borrower further agree that no further demands for payment of any Reimbursement
Amount or interest thereon shall be required under the Credit Agreement and that such
Reimbursement Amount shall be paid directly to the LC Issuing Bank as provided in Section
2.17(f) of the Credit Agreement in accordance with such payment instructions as the LC Issuing
Bank shall provide to the Borrower from time to time.
(c) The Borrower hereby represents and warrants that after the issuance of the Bond
Letter of Credit, (i) the Outstanding Credits do not exceed the Commitments currently scheduled
to be in effect until the Termination Date, (ii) that portion of the LC Outstandings arising from
Letters of Credit issued by the LC Issuing Bank are less than $320,000,000 and (iii) the LC
Outstandings do not exceed $600,000,000.
(d) The Borrower hereby further represents and warrants that:
(i) Immediately prior to and after the issuance of the Bond Letter of Credit,
no Default shall have occurred and be continuing under the Credit Agreement;
(ii) The representations and warranties of the Borrower contained in the Bond
Documents and the Credit Agreement are correct on and as of the date of issuance of the
Bond Letter of Credit, before and after giving effect to such issuance, as though made on
and as of such date;
(iii) No petition by or against the Borrower has at any time been filed under the
United States Bankruptcy Code or under any similar act; and
(iv) No event has occurred and is continuing, or would result from the issuance
of the Bond Letter of Credit or the execution of this Agreement or the Bond Documents,
which constitutes an Event of Default under the Credit Agreement or would constitute an
LEGAL26 1 72209 .1 4
Event of Default under the Credit Agreement but for the requirement that notice be given
or time elapse or both.
Section 2.05 Extension of the Expiration Date. If the LC Issuing Bank intends to
elect not to extend the then current Expiration Date set forth in the Bond Letter of Credit, the LC
Issuing Bank shall provide written notice to the Borrower of such intention on or before the date
that is sixty (60) days prior to such Expiration Date. In addition, if the LC Issuing Bank makes
such election to not extend the scheduled Expiration Date, the LC Issuing Bank shall provide
written notice of the LC Issuing Bank's election to the Trustee on or before the date that is forty­
five (45) days prior to such Expiration Date. The determination whether to extend the Expiration
Date shall be in the independent absolute discretion of LC Issuing Bank.
Section 2.06 Further Assurances. The Borrower shall take such actions, and
shall timely request the Trustee to take such actions, as the LC Issuing Bank may reasonably
request to evidence the Trustee's obligation to make payments on Pledged Bonds (as defined in
the Indenture) to the LC Issuing Bank, including, without limitation, executing and delivering a
pledge agreement in customary form and/or obtaining CUSIP numbers for such Pledged Bonds.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01 Conditions Precedent. The obligation of the LC Issuing Bank to
issue the Bond Letter of Credit under the Credit Agreement is subject to the satisfaction of each
of the conditions precedent in Section 3.01 of the Credit Agreement and in clauses (i) and (ii) of
Section 3.02 of the Credit Agreement and the other conditions described below and to the
payment by Borrower of all of the costs, expenses and fees due and payable under the Credit
Agreement and the LC Issuing Bank Fee Letter:
(a) The LC Issuing Bank shall have received fully executed copies of any
Bond Documents that it shall have requested from the Borrower prior to the Reissuance
Date.
(b) The Bonds shall have been duly reoffered and sold pursuant to the
Remarketing Agreement.
(c) The representations and warranties contained in the Bond Documents shall
be true in all material respects on the Reissuance Date with the same effect as though
made on and as of that date, and no condition, event or act shall have occurred which
constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both,
would constitute a Default under the Credit Agreement.
(d) The Issuing Bank shall have received from counsel for the Borrower an
opinion in substantially the form attached as Exhibit B hereto.
( e) All proceedings taken in connection with the execution and delivery of the
Bonds shall be reasonably satisfactory to the Issuing Bank and the Issuing Bank shall
have received copies of such certificates, documents and papers as reasonably requested
LEGAL26172209.1 5
in connection therewith, all in form and substance reasonably satisfactory to the Issuing
Banle.
(f) The Borrower shall supply to the Issuing Bank (x) a certificate of the
Secretary or an Assistant Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement and the
related Documents to which it is a party, the Articles of Incorporation and By-Laws of
the Borrower, together with all amendments thereto, all required Governmental
Approvals and resolutions authorizing the Credit Agreement and the Bond Letter of
Credit and (y) a copy of a certificate issued by the Secretary of State of the State of
Oregon issued no more than 30 days preceding the Closing Date, stating that the
Borrower is in good standing in the State of Oregon and copies of certificates issued by
the Secretary of State of the States of Wyoming, Utah and Colorado stating that the
Borrower is authorized to transact business in each respective State.
(g) No law, regulation, ruling or other action of the United States, the State of
California or any political subdivision or Issuer therein or thereof shall be in effect or
shall have occurred, the effect of which would be to prevent the LC Issuing Bank from
fulfilling its obligations under this Agreement.
(h) The Administrative Agent shall have received such other approvals or
documents as the Administrative Agent, the Swingline Lender, any Lender or any LC
Issuing Bank shall have reasonably requested through the Administrative Agent
reasonably in advance of the Reissuance Date.
(i) The LC Issuing Bank shall have been designated as an "LC Issuing Bank"
on Schedule II to the Credit Agreement and the Bond Letter of Credit shall have been
described on Schedule III to the Credit Agreement.
G) If required by the Administrative Agent, the Borrower shall have
provided a Request for Issuance to the Administrative Agent and the LC Issuing Bank as
required pursuant to Section 2.04(a) of the Credit Agreement.
Section 3.02 Additional Conditions Precedent to Issuance of the Bond Letter of
Credit. The obligation of the LC Issuing Bank to issue the Bond Letter of Credit shall be
subject to the further conditions precedent that on the date of the issuance of the Bond Letter of
Credit, the LC Issuing Bank shall have received such other documents, instruments, approvals
and, if requested by the LC Issuing Bank, certified duplicates of executed copies thereof, and
opinions as the LC Issuing Bank may reasonably request.
ARTICLE IV
MISCELLANEOUS
Section 4.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the LC Issuing Bank and the
LEGAL26 I 72209. I 6
Borrower and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 4.02 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier communication or other electronic means if
accompanied by telephonic confirmation of receipt) and mailed, telecopied or delivered as
follows:
If to the Borrower, at:
If to the LC Issuing Bank, at:
or, as to each party, at such other address as shall be designated by such party in a written notice
to the other party. All such notices and communications shall, when mailed or telecopied, be
effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except
that notices to the LC Issuing Bank shall not be effective until received by the LC Issuing Banle
Section 4.03 No Waiver; Remedies. No failure on the part of the LC Issuing
Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
Section 4.04 Indemnification. In addition to the payment of expenses pursuant
hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to indemnify, pay and hold the LC Issuing Bank, and the officers, directors, employees,
agents, and affiliates the LC Issuing Bank (collectively called the "Indemnitees") harmless from
and against, any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitees shall be designated a party thereto),
that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating
LEGAL26172209.1 7
to or arising out of this Agreement or other agreements executed and delivered by the Borrower
in connection herewith or with the Bonds or the use or intended use of the Bond Letter of Credit
or the lack of any requirement that the Bond Letter of Credit be surrendered with each draw
thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an
Indemnitee hereunder with respect to any indemnified liabilities arising from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to
indemnify, payor hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower agrees to contribute the
maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The
Borrower shall not be liable for any settlement without its consent. The Borrower hereby further
indemnifies and holds the Indemnified Parties harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses which may be incurred or which may be claimed
against the Indemnified Parties by any person or entity:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect,
or any untrue statement or alleged untrue statement of any material fact, contained in the
Reoffering Circular or any amendment or supplement thereto, or by reason of the
omission or alleged omission to state therein a material fact necessary to make such
statements, in the light of the circumstances under which they were made, not
misleading; or
(b) by reason of or in connection with the execution, delivery or performance
of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by
the Indenture or the Loan Agreement; or
( c) by reason of or in connection with the execution and delivery or transfer
of, or payment or failure to make payment under, the Bond Letter of Credit; provided,
however, that the Borrower shall not be required to indemnify the LC Issuing Bank
pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses
to the extent caused by the LC Issuing Bank's willful failure to make lawful payment
under the Bond Letter of Credit after the presentation to it by the Trustee or a successor
trustee under the Indenture of a draft and certificate strictly complying with the terms and
conditions of the Bond Letter of Credit.
Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Borrower hereunder,
the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the
payment in full of amounts payable pursuant to Article II and the termination of the Bond Letter
of Credit.
Section 4.05 No Liability of the LC Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary of the Bond Letter of Credit with respect to its
administration and utilization of the Bond Letter of Credit. Neither the LC Issuing Bank nor any
of its officers or directors shall be liable or responsible for: (a) the use which may be made of
the Bond Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or
(b) the validity, sufficiency or genuineness of documents, or of any endorsement( s) thereon, even
LEGAL26172209.1 8
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent
or forged; or (c) payment by the LC Issuing Bank against presentation of documents which, on
their face, appear to comply with the terms of the Bond Letter of Credit, even though such
documents may fail to bear any reference or adequate reference to the Bond Letter of Credit or
(d) any other circumstances whatsoever in making or failing to make payment under the Bond
Letter of Credit in connection with which the LC Issuing Bank would, pursuant to the Uniform
Customs and Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, be absolved from liability. In furtherance and not in limitation
of the foregoing, the LC Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to
the contrary.
Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution, delivery, filing,
recording, administration, modification and amendment of this Agreement and any other
documents which may be delivered in connection with this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the LC Issuing Bank
and local counsel who may be retained by said counsel, with respect thereto and with respect to
advising the LC Issuing Bank as to its rights and responsibilities under this Agreement. The
Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel
fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and such other documents which may be delivered
in connection with this Agreement, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action
or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the LC Issuing Bank from paying any amount under the Bond Letter of
Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of this
Agreement or the Bond Letter of Credit or any such other documents, and agrees to save the LC
Issuing Bank harmless from and against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees.
Section 4.07 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the LC Issuing Bank and thereafter shall be
binding upon and inure to the benefit of the Borrower, the LC Issuing Bank, and their respective
successors and assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the LC Issuing Bank.
Section 4.08 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
Section 4.09 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York except that
the authority of the Borrower to execute and delivery this Agreement shall be governed by the
LEGAL26172209.1 9
laws of the State of Oregon. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.
Section 4.10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE.
Section 4.11 Continuing Obligation. This Agreement is a continuing obligation,
shall survive the expiration of the Bond Letter of Credit until amounts owed hereunder and under
the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors
and assigns, and (b) inure to the benefit of and be enforceable by the LC Issuing Bank and its
successors, transferees and assigns.
Section 4.12 Immediate Advance. The Borrower recognizes that upon issuance
of the Bond Letter of Credit, the LC Issuing Bank is irrevocably bound to honor any and all
drafts drawn and presented in compliance with the terms thereof, up to an aggregate amount
equal to the Stated Amount. Accordingly, in order to induce the LC Issuing Bank to issue the
Bond Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrary,
the issuance of the Bond Letter of Credit shall be and is deemed to constitute an immediate
"advance" in the amount of the Stated Amount for purposes of determining the respective rights
of the Borrower and the LC Issuing Bank.
Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent
thereof under the Bond Letter of Credit shall be deemed (i) a certification by the Borrower that
the representations and warranties incorporated by reference in Section 2.04(c) of this
Agreement are correct in all material respects as of the date of the drawing, and (ii) a
certification by the Borrower that it is in all other respects in compliance with the provisions of
this Agreement.
Section 4.14 Facsimile Documents. At the request of the Borrower, the Bond
Letter of Credit provides that demands for payment thereunder may be presented to the LC
Issuing Bank by, among other methods, facsimile. The Borrower acknowledges and assumes all
risks relating to the use of such facsimile demands for payment and agrees that its obligations
under this Agreement, the Credit Agreement and the Related Documents shall remain absolute,
unconditional and irrevocable if the LC Issuing Bank honors such facsimile demands for
payment.
LEGAL26172209.1 10
Section 4.15 Counterparts. This Agreement may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original and all shall
constitute one and the same instrument.
Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person or entity that opens an account, including any deposit account,
treasury management account, loan, other extension of credit, or other financial services product.
What this means for Borrower: When Borrower opens an account, if Borrower is an individual,
the LC Issuing Bank will ask for Borrower's name, taxpayer identification number, business
address, and other information that will allow the LC Issuing Bank to identify Borrower. The
LC Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or
other identifying documents, and, if Borrower is not an individual, to see Borrower's legal
organizational documents or other identifying documents.
LEGAL26172209.1 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172209.1
PACIFICORP, as Borrower
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Lincoln County, Wyoming
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172209.1
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as LC Issuing Bank
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Lincoln County, Wyoming
13
LEGAL26172209.1
EXHIBIT A
TO
LETTER OF CREDIT AGREEMENT
FORM OF LETTER OF CREDIT
LEGAL26172209.!
EXHIBITB
OPINION OF
COUNSEL FOR THE BORROWER

AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
LEGAL26 I 72129.1
dated March 27,2013
by and among
PACIFICORP,
as the "Borrower"
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "LC Issuing Bank"
$21,260,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds,
Series 1994
(PacifiCorp Project)
Table of Contents
ARTICLE I DEFINITIONS ................................................................................................. 2
Section 1.01
Section 1.02
Certain Defined Terms ......................................................................... 2
Relation to Other Documents ............................................................... 3
ARTICLE II AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT ............... 3
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
The Bond Letter of Credit .................................................................... 3
Term ..................................................................................................... 4
Fees ...................................................................................................... 4
Credit Agreement ................................................................................. 4
Extension of the Expiration Date ......................................................... 5
Further Assurances ............................................................................... 5
ARTICLE III CONDITIONS PRECEDENT ......................................................................... 5
Section 3.01
Section 3.02
Conditions Precedent ........................................................................... 5
Additional Conditions Precedent to Issuance of the Bond Letter
of Credit ............................................................................................... 6
ARTICLE IV MISCELLANEOUS ........................................................................................ 6
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Section 4.08
Section 4.09
Section 4.10
Amendments, Etc ................................................................................. 6
Notices, Etc .......................................................................................... 7
No Waiver; Remedies .......................................................................... 7
Indemnification .................................................................................... 7
No Liability ofthe LC Issuing Ban1e .................................................. 8
Costs, Expenses and Taxes .................................................................. 9
Binding Effect ...................................................................................... 9
Severability .......................................................................................... 9
Governing Law; Waiver of Jury Trial ................................................. 9
OREGON STATE NOTICE .............................................................. 10
Section 4.11 Continuing Obligation ....................................................................... 10
Section 4.12 Immediate Advance ........................................................................... 10
Section 4.13 Drawing a Certification ...................................................................... 10
Section 4.14 Facsimile Documents ......................................................................... 10
Section 4.15 Counterparts ....................................................................................... 10
Section 4.16 USA PATRIOT ACT NOTIFICATION ........................................... 10
EXHIBIT A FORM OF IRREVOCABLE LETTER OF CREDIT
EXHIBIT B FORM OF OPINION OF COUNSEL TO BORROWER
LEGAL26172129.1
AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT
THIS AMENDED AND RESTATED LETTER OF CREDIT AGREEMENT, dated
March 27,2013 (this "Agreement"), by and between PACIFICORP, an Oregon corporation (the
"Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the issuer of the
hereinafter described Bond Letter of Credit (the "LC Issuing BanR'). Certain terms used herein
are defined in Article I of this Agreement.
RECITALS:
WHEREAS, the Issuer has heretofore issued the Bonds pursuant to the Indenture
and the Issuer and the Borrower have entered into the Loan Agreement pertaining to the Bonds;
and
WHEREAS, under the Loan Agreement the Borrower has agreed to cause the
Bonds to be secured by an irrevocable direct pay letter of credit; and
WHEREAS, the LC Issuing Bank issued the Bond Letter of Credit to secure the
Bonds on November 19, 2008, pursuant to the Bond Letter of Credit Agreement dated November
19,2008 (the "Original Letter a/Credit Agreement") and subject to the terms set forth in that
certain Credit Agreement dated as of October 23, 2007, as amended by that certain First
Amendment dated April 15,2009, among the Borrower, various banks identified therein, Union
Bank of California, N.A., Administrative Agent, and The Royal Bank of Scotland pic, as
Syndication Agent; and
WHEREAS, the Borrower previously requested that the Bond Letter of Credit
remain outstanding and be issued under, and be subject to, the terms of that certain Amended and
Restated Credit Agreement, dated as of July 6, 2006, as amended by the First Amendment to the
same, dated as of April 15, 2009, and the Second Amendment to the same, dated as of January 6,
2012, among the Borrower, the banks listed on the signature pages thereto, the Administrative
Agent and The Royal Bank of Scotland pic, as Syndication Agent (the "Replacement Credit
Agreement"), and the Borrower and LC Issuing Bank entered into that certain First Amendment
to Letter of Credit Agreement dated as of June 22, 2012 (the "First Amendment" and together
with the Original Letter of Credit Agreement, the "Original Agreement"); and
WHEREAS, the Borrower has now requested that the Bond Letter of Credit
remain outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Replacement Credit Agreement and that the Expiration Date of
the Bond Letter of Credit be extended to March 27,2015; and
WHEREAS, the parties have agreed to amend and restate the Original Letter of
Credit Agreement accordingly as more fully set forth below; and
NOW, THEREFORE, in consideration of the premises, including the benefits to
be realized by Borrower as above described, and in order to induce the LC Issuing Bank to keep
the Bond Letter of Credit outstanding, the parties hereto agree as follows:
LEGAL26172129.1
ARTICLE I
DEFINITIONS
Section 1.01 Certain Defined Terms. Unless otherwise defined in this
Agreement, terms defined in the Credit Agreement and in the foregoing recitals shall have the
meanings respectively indicated therein. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):
"A Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex A to
the Bond Letter of Credit.
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent under the Credit Agreement, and its successors in such capacity.
"B Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex B to
the Bond Letter of Credit.
"Bond Documents" shall mean (i) the Indenture, (ii) the Loan Agreement, (iii) the
Remarketing Agreement, (iv) this Agreement and (v) any other document executed by the
Borrower in connection with the issuance, reoffering or sale of the Bonds.
"Bond" or "Bonds" shall mean Issuer's $21,260,000 Pollution Control Revenue
Refunding Bonds (PacifiCorp Project), Series 1994.
"Bond Letter of Credit" means the irrevocable direct pay letter of credit issued by the LC
Issuing Bank to the Trustee to secure payment of the Bonds, in the form of Exhibit A attached
hereto.
"Business Day" has the meaning assigned thereto in the Bond Letter of Credit.
"C Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex C to
the Bond Letter of Credit.
"Credit Agreement" means that certain Credit Agreement dated as of March 27, 2013,
among the Borrower, the lenders and letter of credit issuers named therein, and JP Morgan Chase
Bank, N.A., as administrative agent and swing line lender, as amended or supplemented from
time to time.
"D Drawing" means a drawing under the Bond Letter of Credit pursuant to Annex D to
the Bond Letter of Credit.
"Expiration Date" shall have the meaning assigned to such term in the Bond Letter of
Credit.
"Indenture" shall mean that certain Trust Indenture dated as of November 1, 1994, between
the Issuer and the Trustee, as amended and restated by that certain First Supplemental Trust
LEGAL26172129.1 2
Indenture dated as of October 1, 2008, between the Issuer and the Trustee, and as now or hereafter
amended or supplemented from time to time.
"Issuer" shall mean Sweetwater County, Wyoming, and its lawful successors and assigns.
"LC Issuing Bank Fee Letter" means that certain letter agreement dated as of February 19,
2013, among the LC Issuing Bank, JPMorgan Chase Bank, N.A., Barclays Bank PLC and the
Borrower.
"Loan Agreement" shall mean that certain Loan Agreement dated as of November 1, 1994,
between the Borrower and the Issuer, as amended and restated by that certain Second Supplemental
Loan Agreement dated as of October 1, 2008, between the Borrower and the Issuer, and as now or
hereafter amended or supplemented from time to time.
"Reissuance Date" means March 27, 2013.
"Remarketing Agent" means the placement or remarketing agent at the time serving as
such under the Remarketing Agreement and designated as the Remarketing Agent for purposes
of the Indenture. The current Remarketing Agent is Morgan Stanley & Co., LLC.
"Remarketing Agreement" means that certain Remarketing Agreement dated as of
November 18, 2008 between the Borrower and the Remarketing Agent, as now or hereafter
amended or supplemented, or if such Remarketing Agreement shall be terminated, then such
other agreement which may from time to time be entered into with any Remarketing Agent with
respect to the remarketing or placement of the Bonds.
"Reoffering Circular" means the Reoffering Circular dated November 11, 2008 relating to
the Bonds, as supplemented or otherwise amended to the date hereof, together with the documents
incorporated therein by reference.
"Trustee" means The Bank of New York Mellon Trust Company, N.A., or any successor
trustee under the Indenture.
Section 1.02 Relation to Other Documents. Nothing in this Agreement shall be
deemed to amend, or relieve the Borrower of any of its obligations under, the Credit Agreement
or any related document. To the extent any provision of this Agreement conflicts with any
provision of the Credit Agreement or any other Related Document to which the Borrower and
the LC Issuing Bank are parties, the provisions of this Agreement shall control as between the
Borrower and the LC Issuing Bank.
ARTICLE II
AMOUNT AND TERMS OF THE BOND LETTER OF CREDIT
Section 2.01 The Bond Letter of Credit. Subject to the terms and conditions of
this Agreement, the LC Issuing Bank agrees that the Bond Letter of Credit shall remain outstanding
and, as of the Reissuance Date, shall be issued pursuant to the Credit Agreement. The Bond Letter
of Credit is currently held by the Trustee as beneficiary in the original stated amount of
LEGAL26172129.1 3
$21,595,501 consisting of (i) $21,260,000 to pay principal of the Bonds, plus (ii) 48 days'
interest on said principal amount computed at the rate of twelve percent (12%) per annum
calculated on the basis of a 365 day year and actual days elapsed, in the amount of $335,501.
Section 2.02
Bond Letter of Credit.
Term. The Bond Letter of Credit will expire as provided in the
Section 2.03 Fees. The Borrower hereby agrees to pay to the LC Issuing Bank
fees in the amounts and on the dates as provided in Credit Agreement and the LC Issuing Bank
Fee Letter.
Section 2.04 Credit Agreement. (a) The Borrower represents and warrants that
the Credit Agreement has been duly executed and delivered by all parties thereto on or prior to
the date hereof. The Borrower has requested that the Bond Letter of Credit remain outstanding
pursuant to the terms and conditions of the Credit Agreement, including, without limitation,
Section 2.04 thereof. Subject to the terms and conditions of this Agreement, the LC Issuing
Bank agrees that the Bond Letter of Credit shall remain outstanding and, as of the Reissuance
Date, shall be issued under, and shall be subject to the terms and conditions of, the Credit
Agreement, as supplemented by this Agreement.
(b) The Borrower acknowledges and agrees that for all purposes hereunder and under
the Credit Agreement, including without limitation, for purposes of making demand for payment
under Section 2.04( d) of the Credit Agreement, (1) the Borrower shall be deemed to have notice
of any A Drawing or B Drawing on the Bond Letter of Credit (and notice of demand for
payment) on the Business Day preceding such drawing and (2) the Borrower shall be deemed to
have notice of any C Drawing or D Drawing on the Bond Letter of Credit (and notice of demand
for payment) by 10:00 A.M. (New York City time) on the date of such drawing. The LC Issuing
Bank and the Borrower further agree that no further demands for payment of any Reimbursement
Amount or interest thereon shall be required under the Credit Agreement and that such
Reimbursement Amount shall be paid directly to the LC Issuing Bank as provided in Section
2. 17(f) of the Credit Agreement in accordance with such payment instructions as the LC Issuing
Bank shall provide to the Borrower from time to time.
(c) The Borrower hereby represents and warrants that after the issuance of the Bond
Letter of Credit, (i) the Outstanding Credits do not exceed the Commitments currently scheduled
to be in effect until the Termination Date, (ii) that portion of the LC Outstandings arising from
Letters of Credit issued by the LC Issuing Bank are less than $320,000,000 and (iii) the LC
Outstandings do not exceed $600,000,000.
(d) The Borrower hereby further represents and warrants that:
(i) Immediately prior to and after the issuance of the Bond Letter of Credit,
no Default shall have occurred and be continuing under the Credit Agreement;
(ii) The representations and warranties of the Borrower contained in the Bond
Documents and the Credit Agreement are correct on and as of the date of issuance of the
Bond Letter of Credit, before and after giving effect to such issuance, as though made on
and as of such date;
LEGAL26172129.1 4
(iii) No petition by or against the Borrower has at any time been filed under the
United States Bankruptcy Code or under any similar act; and
(iv) No event has occurred and is continuing, or would result from the issuance
of the Bond Letter of Credit or the execution of this Agreement or the Bond Documents,
which constitutes an Event of Default under the Credit Agreement or would constitute an
Event of Default under the Credit Agreement but for the requirement that notice be given
or time elapse or both.
Section 2.05 Extension of the Expiration Date. If the LC Issuing Bank intends to
elect not to extend the then current Expiration Date set forth in the Bond Letter of Credit, the LC
Issuing Bank shall provide written notice to the Borrower of such intention on or before the date
that is sixty (60) days prior to such Expiration Date. In addition, if the LC Issuing Bank makes
such election to not extend the scheduled Expiration Date, the LC Issuing Bank shall provide
written notice of the LC Issuing Bank's election to the Trustee on or before the date that is forty­
five (45) days prior to such Expiration Date. The determination whether to extend the Expiration
Date shall be in the independent absolute discretion of LC Issuing Bank.
Section 2.06 Further Assurances. The Borrower shall take such actions, and
shall timely request the Trustee to take such actions, as the LC Issuing Bank may reasonably
request to evidence the Trustee's obligation to make payments on Pledged Bonds (as defined in
the Indenture) to the LC Issuing Bank, including, without limitation, executing and delivering a
pledge agreement in customary form and/or obtaining CUSIP numbers for such Pledged Bonds.
ARTICLE III
CONDITIONS PRECEDENT
Section 3.01 Conditions Precedent. The obligation of the LC Issuing Bank to
issue the Bond Letter of Credit under the Credit Agreement is subject to the satisfaction of each
of the conditions precedent in Section 3.01 of the Credit Agreement and in clauses (i) and (ii) of
Section 3.02 of the Credit Agreement and the other conditions described below and to the
payment by Borrower of all of the costs, expenses and fees due and payable under the Credit
Agreement and the LC Issuing Bank Fee Letter:
(a) The LC Issuing Bank shall have received fully executed copies of any
Bond Documents that it shall have requested from the Borrower prior to the Reissuance
Date.
(b) The Bonds shall have been duly reoffered and sold pursuant to the
Remarketing Agreement.
(c) The representations and warranties contained in the Bond Documents shall
be true in all material respects on the Reissuance Date with the same effect as though
made on and as of that date, and no condition, event or act shall have occurred which
constitutes a Default under the Credit Agreement or, with notice or lapse of time, or both,
would constitute a Default under the Credit Agreement.
LEGAL26172129.1 5
(d) The Issuing Bank shall have received from counsel for the Borrower an
opinion in substantially the form attached as Exhibit B hereto.
(e) All proceedings taken in connection with the execution and delivery of the
Bonds shall be reasonably satisfactory to the Issuing Bank and the Issuing Bank shall
have received copies of such certificates, documents and papers as reasonably requested
in connection therewith, all in form and substance reasonably satisfactory to the Issuing
Bank.
(f) The Borrower shall supply to the Issuing Bank (x) a certificate of the
Secretary or an Assistant Secretary of the Borrower certifying the names and true
signatures of the officers of the Borrower authorized to sign this Agreement and the
related Documents to which it is a party, the Articles of Incorporation and By-Laws of
the Borrower, together with all amendments thereto, all required Governmental
Approvals and resolutions authorizing the Credit Agreement and the Bond Letter of
Credit and (y) a copy of a certificate issued by the Secretary of State of the State of
Oregon issued no more than 30 days preceding the Closing Date, stating that the
Borrower is in good standing in the State of Oregon and copies of certificates issued by
the Secretary of State of the States of Wyoming, Utah and Colorado stating that the
Borrower is authorized to transact business in each respective State.
(g) No law, regulation, ruling or other action of the United States, the State of
California or any political subdivision or Issuer therein or thereof shall be in effect or
shall have occurred, the effect of which would be to prevent the LC Issuing Bank from
fulfilling its obligations under this Agreement.
(h) The Administrative Agent shall have received such other approvals or
documents as the Administrative Agent, the Swingline Lender, any Lender or any LC
Issuing Bank shall have reasonably requested through the Administrative Agent
reasonably in advance of the Reissuance Date.
(i) The LC Issuing Bank shall have been designated as an "LC Issuing Bank"
on Schedule II to the Credit Agreement and the Bond Letter of Credit shall have been
described on Schedule III to the Credit Agreement.
G) If required by the Administrative Agent, the Borrower shall have
provided a Request for Issuance to the Administrative Agent and the LC Issuing Bank as
required pursuant to Section 2.04(a) of the Credit Agreement.
Section 3.02 Additional Conditions Precedent to Issuance of the Bond Letter of
Credit. The obligation of the LC Issuing Bank to issue the Bond Letter of Credit shall be
subject to the further conditions precedent that on the date of the issuance of the Bond Letter of
Credit, the LC Issuing Bank shall have received such other documents, instruments, approvals
and, if requested by the LC Issuing Bank, certified duplicates of executed copies thereof, and
opinions as the LC Issuing Bank may reasonably request.
LEGAL26172129.1 6
ARTICLE IV
MISCELLANEOUS
Section 4.01 Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the LC Issuing Bank and the
Borrower and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 4.02 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing (including telecopier communication or other electronic means if
accompanied by telephonic confirmation of receipt) and mailed, telecopied or delivered as
follows:
If to the Borrower, at:
If to the LC Issuing Bank, at:
or, as to each party, at such other address as shall be designated by such party in a written notice
to the other party. All such notices and communications shall, when mailed or telecopied, be
effective when deposited in the mails or telecopied, respectively, addressed as aforesaid, except
that notices to the LC Issuing Bank shall not be effective until received by the LC Issuing Bank.
Section 4.03 No Waiver; Remedies. No failure on the part of the LC Issuing
Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
Section 4.04 Indemnification. In addition to the payment of expenses pursuant
hereto, whether or not the transactions contemplated hereby shall be consummated, the Borrower
agrees to indemnify, pay and hold the LC Issuing Bank, and the officers, directors, employees,
LEGAL26172129.l 7
agents, and affiliates the LC Issuing Bank (collectively called the "lndemnitees") harmless from
and against, any and all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever
(including, without limitation, the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial proceeding
commenced or threatened, whether or not such Indemnitees shall be designated a party thereto),
that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating
to or arising out of this Agreement or other agreements executed and delivered by the Borrower
in connection herewith or with the Bonds or the use or intended use of the Bond Letter of Credit
or the lack of any requirement that the Bond Letter of Credit be surrendered with each draw
thereon (the "indemnified liabilities"); provided that the Borrower shall have no obligation to an
Indemnitee hereunder with respect to any indemnified liabilities arising from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the undertaking to
indemnify, payor hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrower agrees to contribute the
maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The
Borrower shall not be liable for any settlement without its consent. The Borrower hereby further
indemnifies and holds the Indemnified Parties harmless from and against any and all claims,
damages, losses, liabilities, costs or expenses which may be incurred or which may be claimed
against the Indemnified Parties by any person or entity:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect,
or any untrue statement or alleged untrue statement of any material fact, contained in the
Reoffering Circular or any amendment or supplement thereto, or by reason of the
omission or alleged omission to state therein a material fact necessary to make such
statements, in the light of the circumstances under which they were made, not
misleading; or
(b) by reason of or in connection with the execution, delivery or performance
of the Bonds, the Indenture, or the Loan Agreement, or any transaction contemplated by
the Indenture or the Loan Agreement; or
(c) by reason of or in connection with the execution and delivery or transfer
of, or payment or failure to make payment under, the Bond Letter of Credit; provided,
however, that the Borrower shall not be required to indemnify the LC Issuing Bank
pursuant to this Section 4.04 for any claims, damages, losses, liabilities, costs or expenses
to the extent caused by the LC Issuing Bank's willful failure to make lawful payment
under the Bond Letter of Credit after the presentation to it by the Trustee or a successor
trustee under the Indenture of a draft and certificate strictly complying with the terms and
conditions of the Bond Letter of Credit.
Nothing in this Section 4.04 is intended to limit the Borrower's obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Borrower hereunder,
the indemnities and obligations of the Borrower contained in this Section 4.04 shall survive the
payment in full of amounts payable pursuant to Article II and the termination of the Bond Letter
of Credit.
LEGAL26172129.1 8
Section 4.05 No Liability of the LC Issuing Bank. The Borrower assumes all
risks of the acts or omissions of any beneficiary of the Bond Letter of Credit with respect to its
administration and utilization of the Bond Letter of Credit. Neither the LC Issuing Bank nor any
of its officers or directors shall be liable or responsible for: (a) the use which may be made of
the Bond Letter of Credit or for any acts or omissions of beneficiary in connection therewith; or
(b) the validity, sufficiency or genuineness of documents, or of any endorsement(s) thereon, even
if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent
or forged; or (c) payment by the LC Issuing Bank against presentation of documents which, on
their face, appear to comply with the terms of the Bond Letter of Credit, even though such
documents may fail to bear any reference or adequate reference to the Bond Letter of Credit or
(d) any other circumstances whatsoever in making or failing to make payment under the Bond
Letter of Credit in connection with which the LC Issuing Bank would, pursuant to the Uniform
Customs and Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, be absolved from liability. In furtherance and not in limitation
of the foregoing, the LC Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to
the contrary.
Section 4.06 Costs, Expenses and Taxes. The Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution, delivery, filing,
recording, administration, modification and amendment of this Agreement and any other
documents which may be delivered in connection with this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the LC Issuing Bank
and local counsel who may be retained by said counsel, with respect thereto and with respect to
advising the LC Issuing Bank as to its rights and responsibilities under this Agreement. The
Borrower further agrees to pay on demand all costs and expenses (including reasonable counsel
fees and expenses) in connection with (i) the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement and such other documents which may be delivered
in connection with this Agreement, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section 4.06, or (ii) any action
or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the LC Issuing Bank from paying any amount under the Bond Letter of
Credit. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of this
Agreement or the Bond Letter of Credit or any such other documents, and agrees to save the LC
Issuing Bank harmless from and against any and all liabilities with respect to or resulting from
any delay in paying or omission to pay such taxes and fees.
Section 4.07 Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the LC Issuing Bank and thereafter shall be
binding upon and inure to the benefit of the Borrower, the LC Issuing Bank, and their respective
successors and assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the LC Issuing Bank.
Section 4.08 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or non-authorization without
LEGAL26172129.1 9
invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
Section 4.09 Governing Law; Waiver of Jury Trial. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York except that
the authority of the Borrower to execute and delivery this Agreement shall be governed by the
laws of the State of Oregon. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.
Section 4.10 OREGON STATE NOTICE. UNDER OREGON LAW, MOST
AGREEMENTS, PROMISES AND COMMITMENTS MADE BY LENDERS CONCERNING
LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,
FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY A BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
LENDERS OR AN AGENT ON BEHALF OF LENDERS TO BE ENFORCEABLE.
Section 4.11 Continuing Obligation. This Agreement is a continuing obligation,
shall survive the expiration of the Bond Letter of Credit until amounts owed hereunder and under
the Credit Agreement are paid in full and shall (a) be binding upon the Borrower, its successors
and assigns, and (b) inure to the benefit of and be enforceable by the LC Issuing Bank and its
successors, transferees and assigns.
Section 4.12 Immediate Advance. The Borrower recognizes that upon issuance
of the Bond Letter of Credit, the LC Issuing Bank is irrevocably bound to honor any and all
drafts drawn and presented in compliance with the terms thereof, up to an aggregate amount
equal to the Stated Amount. Accordingly, in order to induce the LC Issuing Bank to issue the
Bond Letter of Credit, the Borrower agrees that, notwithstanding anything herein to the contrary,
the issuance of the Bond Letter of Credit shall be and is deemed to constitute an immediate
"advance" in the amount of the Stated Amount for purposes of determining the respective rights
of the Borrower and the LC Issuing Bank.
Section 4.13 Drawing a Certification. Each drawing by the Trustee or any agent
thereof under the Bond Letter of Credit shall be deemed (i) a certification by the Borrower that
the representations and warranties incorporated by reference in Section 2.04(c) of this
Agreement are correct in all material respects as of the date of the drawing, and (ii) a
certification by the Borrower that it is in all other respects in compliance with the provisions of
this Agreement.
Section 4.14 Facsimile Documents. At the request of the Borrower, the Bond
Letter of Credit provides that demands for payment thereunder may be presented to the LC
Issuing Bank by, among other methods, facsimile. The Borrower acknowledges and assumes all
risks relating to the use of such facsimile demands for payment and agrees that its obligations
LEGAL26172129.1 10
under this Agreement, the Credit Agreement and the Related Documents shall remain absolute,
unconditional and irrevocable if the LC Issuing Bank honors such facsimile demands for
payment.
Section 4.15 Counterparts. This Agreement may be executed in counterparts by
the parties hereto, and each such counterpart shall be considered an original and all shall
constitute one and the same instrument.
Section 4.16 USA PATRIOT ACT NOTIFICATION. This notice is provided to
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person or entity that opens an account, including any deposit account,
treasury management account, loan, other extension of credit, or other financial services product.
What this means for Borrower: When Borrower opens an account, if Borrower is an individual,
the LC Issuing Bank will ask for Borrower's name, taxpayer identification number, business
address, and other information that will allow the LC Issuing Bank to identify Borrower. The
LC Issuing Bank may also ask, if Borrower is an individual, to see Borrower's driver's license or
other identifying documents, and, if Borrower is not an individual, to see Borrower's legal
organizational documents or other identifying documents.
LEGAL26172129.1 11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172129.l
PACIFICORP, as Borrower
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Sweetwater County, Wyoming
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first
above written.
LEGAL26172129.1
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as LC Issuing Bank
By
Name:
Title:
Signature Page to Amended and Restated Letter of Credit Agreement
Sweetwater County, Wyoming
13
LEGAL26172129.1
EXHIBIT A
TO
LETTER OF CREDIT AGREEMENT
FORM OF LETTER OF CREDIT
LEGAL26172129.1
EXHIBITB
OPINION OF
COUNSEL FOR THE BORROWER

EXECUTION COPY
(REDACTED)

20484453

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE BANK OF NOVA SCOTIA,

relating to

$24,400,000 Sweetwater County, Wyoming
Environmental Improvement Revenue Bonds (PacifiCorp Project) Series 1995

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................11 
SECTION 2.01. The Letter of Credit ............................................................................ 11 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 14 
SECTION 2.12. Extension of the Stated Expiration Date.............................................14 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinions of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE BANK OF NOVA SCOTIA (the “Bank”).
PRELIMINARY STATEMENTS
(1) Sweetwater County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of November 1, 1995, as amended and restated
by a First Supplemental Indenture, dated as of February 1, 2002 (as amended from time to time
in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as trustee (such entity, or its successor as
trustee, being the “Trustee”), U.S.$24,400,000 original aggregate principal amount of
Sweetwater County, Wyoming Environmental Improvement Revenue Bonds (PacifiCorp
Project) Series 1995 (the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. in favor of the Trustee in the stated amount of U.S.$24,801,096, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$ 24,400,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$ 401,096 shall support the payment of up to 50 days’ interest on the principal amount of
the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year of
365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 870481AB4.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee”, the
“Principal Office of the Remarketing Agent” or the “Principal Office of the Paying Agent” (each
as defined in the Indenture) or the office of the Bank which will honor draws upon the Letter of
Credit are located are required or authorized by law or executive order to close, or (ii) on which
the New York Stock Exchange, the Company or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$24,801,096 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“Official Statement” means the Supplement, dated March 18, 2013, to the Official
Statement, dated December 17, 1995, together with any other supplements or amendments
thereto and all documents incorporated therein (or in any such supplements or amendments) by
reference.
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Paying Agent” has the meaning assigned to that term in the Indenture.
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
9

occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
10

foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
11

“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
12

Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at One Liberty Plaza, New York, New York 10006, Attention: XXXX, Telecopy:
XXXX (or at such other address as shall be designated by the Bank in a written notice to the
Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
13

SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent, the Trustee or the Paying Agent on behalf of the Company,
repay or prepay (as the case may be) the then-outstanding Reimbursement Obligations (in the
order in which they were incurred) by paying to the Bank an amount equal to the sum of (i) the
aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal
amount of such Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
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Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
15

Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
16

transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
17

Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
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(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinions as Bond Counsel dated December 14, 1995 and March
26, 2013;
(ix) Copies of the Official Statement used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
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(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A+/A-1 and Aa2/P-1, respectively, upon issuance of the
Letter of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
20

been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 95-518, Docket UF 4128 issued by the Public Utility Commission of Oregon on May
25, 1995; Order No. 03-135, Docket UF 4195 issued by the Public Utility Commission of
Oregon on February 21, 2003; Order No. 26039, Case No. PAC-S-95-2 issued by the Idaho
Public Utilities Commission on May 30, 1995; Order 29201, Case No. PAC-E-03-1 issued by the
Idaho Public Utilities Commission on February 24, 2003; Order Granting Application, Docket
No. UE-950490 issued by the Washington Utilities and Transportation Commission on May 24,
1995; and Order No. 01, Docket No. UE-030077 issued by the Washington Utilities and
Transportation Commission on February 28th, 2003.
(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
21

any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
22

the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Official
Statement) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
23

(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Official Statement. Except for information contained in the Official Statement
furnished in writing by or on behalf of the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent or the Bank specifically for inclusion therein, the Official Statement, and any
supplement or “sticker” thereto, are accurate in all material respects for the purposes for which
their use shall be authorized; and the Official Statement and any supplement or “sticker” thereto,
when read together as a whole, does not, as of the date of the Official Statement or such
supplement or “sticker,” contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the circumstances
under which they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
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So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
25

reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
26

income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
27

upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
28

consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes (other than to or from a mode in which interest is
payable at a rate determined daily or weekly) on the Bonds resulting in a mandatory redemption
or purchase of the Bonds under the Indenture, unless (i) the Company has deposited with the
Bank or the Trustee an amount equal to the principal of, premium, if any, and interest on the
Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or
purchase or change in the applicable interest mode is conditional upon receipt by the Trustee or
Paying Agent on or prior to the date fixed for the applicable redemption or purchase of funds
(other than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if
any, and interest on the Bonds on the date of such redemption or purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
29

waiver under) any provision of the Indenture that would (i) directly affect the rights or
obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Official Statement. So long as the Letter of Credit shall remain outstanding, refer
to the Bank in the Official Statement with respect to the Bonds or make any changes in reference
to the Bank in any revision, amendment or supplement without the prior consent of the Bank, or
revise, amend or supplement the Official Statement without providing a copy of such revision,
amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
30

(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
31

(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 9.01(g) of the Indenture, not
later than the ninth Business Day following the honoring of a drawing under the Letter of Credit
to pay interest on the Bonds, that the Bank will not reinstate its Letter of Credit in the amount of
the said interest drawing and/or (B) as provided in Section 9.01(f) of the Indenture, and to
declare the principal of all Bonds then outstanding to be immediately due and payable, (iii)
declare the principal amount of all Reimbursement Obligations, all interest thereon and all other
amounts payable hereunder or under any other Credit Document or in respect hereof or thereof to
be forthwith due and payable, whereupon all such principal, interest and all such other amounts
shall become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company, and (iv) in
addition to other rights and remedies provided for herein or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in Section
32

6.01(g) shall have occurred or an Event of Default described in Section 6.01(i) shall have
occurred, automatically, (x) the obligation of the Bank hereunder to issue the Letter of Credit
shall terminate, (y) all Reimbursement Obligations, all interest thereon and all other amounts
payable hereunder or under any other Credit Document or in respect hereof or thereof shall
become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company and (z) the Bank
shall give the notice to the Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
33

received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Official
Statement or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Official Statement (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
34

Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee, the Paying Agent and any other beneficiary or transferee of the Letter
of Credit with respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers
or directors, shall be liable or responsible for: (a) the use which may be made of the Letter of
Credit or any acts or omissions of the Trustee, the Paying Agent and any other beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of
documents which do not comply with the terms of the Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under the Letter of Credit,
except that the Company shall have a claim against the Bank and the Bank shall be liable to the
Company, to the extent of any direct, as opposed to consequential, damages suffered by the
Company which the Company proves, in a court of competent jurisdiction by final and
nonappealable judgment, were caused by (i) the Bank’s willful misconduct or gross negligence
in determining whether documents presented under the Letter of Credit are genuine or comply
with the terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent failure to
make lawful payment under the Letter of Credit after the presentation to it by the Trustee or the
Paying Agent under the Indenture of a certificate strictly complying with the terms and
conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank
may accept original or facsimile (including telecopy) certificates presented under the Letter of
Credit that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
35

enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
36

(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
37

connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
or under any other Credit Document including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
38

fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
demand the Bank to assign its Commitment and Reimbursement Obligations under this
subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
39

This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 24,801,096.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of November 1, 1995, as amended and
supplemented by the First Supplemental Trust Indenture, dated as of February 1, 2002 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the
Bondholders referred to therein, pursuant to which USD 24,400,000.00 in aggregate principal
amount of the Issuer’s Environmental Improvement Revenue Bonds (PacifiCorp Project) Series
1995 (the “Bonds”) were issued. This Letter of Credit is only available to be drawn upon with
respect to Bonds bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This
Letter of Credit is in the total amount of USD 24,801,096.00 (subject to adjustment as provided
below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the

Exhibit A
Page 2 of 15
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(f) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we will not reinstate the
Letter of Credit in the amount of said interest drawing and stating that such notice is given
pursuant to Section 9.01(g) of the Indenture, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 24,801,096.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 24,400,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 401,096.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 50 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on

Exhibit A
Page 3 of 15
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us no later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 50 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The

Exhibit A
Page 4 of 15
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: XXXX and XXXX, or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): XXXX
or XXXX, but such telephonic notice shall not be a condition to a Drawing hereunder. If we
receive your certificate(s) at such office, all in strict conformity with the terms and conditions of
this Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or
before 1:30 P.M. (New York City time), we will honor such Drawing(s) at or before 1:00 P.M.
(New York City time), on the next succeeding business day, and (ii) with respect to any Tender
Drawing, at or before 11:00 A.M. (New York City time), on a business day on or before the
Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City time),
on the same business day, in accordance with your payment instructions; provided, however, that
you will use your best efforts to give us telephonic notification of any such pending presentation
to the telephone numbers designated above, with respect to any Regular Drawing, Redemption
Drawing or Tender Drawing, at or before 10:30 A.M. (New York City time) on the same
business day. If we receive your certificate(s) at such office, all in strict conformity with the
terms and conditions of this Letter of Credit (i) after 1:30 P.M. (New York City time), in the case
of a Regular Drawing or a Redemption Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 1:00 P.M. (New York City time)
on the second succeeding business day, or (ii) after 11:00 A.M. (New York City time), in the
case of a Tender Drawing, on any business day on or before the Cancellation Date, we will honor
such certificate(s) at or before 2:00 P.M. (New York City time) on the next succeeding business
day. Payment under this Letter of Credit will be made by wire transfer of Federal Funds to your
account with any bank that is a member of the Federal Reserve System. All payments made by
us under this Letter of Credit will be made with our own funds and not with any funds of the
Company, its affiliates or the Issuer. As used herein, “business day” means a day except a
Saturday, Sunday or other day (i) on which banking institutions in the city or cities in which the
designated office under the Indenture of the Trustee, the remarketing agent under the Indenture
or the paying agent under the Indenture or the office of the Bank which will honor draws upon
this Letter of Credit are located are required or authorized by law or executive order to close or
are closed, or (ii) on which the New York Stock Exchange, the Company or remarketing agent
under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.

Exhibit A
Page 5 of 15
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 50 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.06 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of November 1, 1995, as
amended and supplemented by the First Supplemental Trust Indenture, dated as of February 1,
2002 (as amended, supplemented or otherwise modified from time to time, the “Indenture”),
between Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company,
N.A., is named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”).
The transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

[NAME OF TRANSFEREE], as transferee
By:
Its:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

________________________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

Exhibit B
Page 1 of 11
Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE BANK OF NOVA SCOTIA (the “Bank”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture referred to
below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $24,400,000 Sweetwater
County, Wyoming Environmental Improvement Revenue Bonds (PacifiCorp Project) Series
1995 (as amended, restated, supplemented or otherwise modified from time to time, the
“Reimbursement Agreement”), pursuant to which the Bank has agreed to issue the Letter of
Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as trustee (the
“Trustee”) under the Trust Indenture, dated as of November 1, 1995, as amended and restated by
a First Supplemental Trust Indenture, dated as of February 1, 2002 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming and the Trustee, for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the
Company to the Bank, whether now existing or hereafter arising, under or in respect of the

Exhibit B
Page 2 of 11
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first
Lien on, and a perfected first-priority security interest in, all right, title and interest of the

Exhibit B
Page 3 of 11
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency

Exhibit B
Page 4 of 11
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Attention: XXXX
Telecopy.: XXXX

Exhibit B
Page 7 of 11
with copies to:
Scotia Capital
GWS Corporate Loan Operations
720 Street West, 2nd Floor
Toronto, ON, M5V 2T3
Attention: XXXX
Telecopy No.: XXXX

and
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.

Exhibit B
Page 8 of 11
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Pledge Agreement for Purposes of Indenture. This Agreement
shall be deemed to be the “Pledge Agreement” for the purpose of the Indenture.

[Signature pages follow]
S-1
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($24,400,000 Sweetwater County, Wyoming Environmental Improvement Revenue Bonds (PacifiCorp Project) Series 1995)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE BANK OF NOVA SCOTIA
By
Name:
Title:
S-2
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($24,400,000 Sweetwater County, Wyoming Environmental Improvement Revenue Bonds (PacifiCorp Project) Series 1995)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($24,400,000 Sweetwater County, Wyoming Environmental Improvement Revenue Bonds (PacifiCorp Project) Series 1995)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language.
3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Bank of Nova Scotia, as the Bank under the Reimbursement
Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Bank of
Nova Scotia, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]
5 List each Assignor, as appropriate.
6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder.
9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE BANK OF NOVA SCOTIA, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).
11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:
12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Bank of Nova Scotia, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 3
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Re: $24,400,000
Sweetwater County, Wyoming
Environmental Improvement Revenue Bonds
(PacifiCorp Project)
Series 1995 (the “Bonds”)
Ladies and Gentlemen:
In connection with the remarketing and delivery of the Bonds on the date hereof, you
have requested our permission to rely upon our approving opinion of bond counsel, dated
December 14, 1995 (the “Opinion”), rendered in connection with the issuance of the
above-captioned Bonds. The Bonds were issued pursuant to a Trust Indenture, dated as of
November 1, 1995, as heretofore amended and supplemented (the “Indenture”), between
Sweetwater County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust
Company, N.A., as successor trustee. Terms used herein denoted by initial capitals and not
otherwise defined shall have the meanings specified in the Indenture.
The Opinion is attached as Appendix D-1 of the Reoffering Circular, dated March 18,
2013 relating to the Bonds. This will confirm that you are entitled to rely upon the Opinion, as
of its date, as if it were specifically addressed to you.
We have not been requested, nor have we undertaken, to make an independent
investigation to confirm that the Company and the Issuer have complied with the provisions of
the Indenture, the Loan Agreement, the Tax Certificate and other documents relating to the
Bonds, or to review any other events that may have occurred since we rendered such approving
opinion other than as specifically described in the opinions that we rendered in connection with
(a) the execution and delivery of the First Supplemental Trust Indenture, dated as of February 1,
2002, and the First Supplemental Loan Agreement, dated as of February 1, 2002, described in

Exhibit E
Page 2 of 3
our opinion dated February 20, 2002, (b) the delivery of an Irrevocable Letter of Credit,
described in our opinion dated as of February 20, 2002, (c) the delivery of an Irrevocable Letter
of Credit, described in our opinion dated September 15, 2004, (d) the delivery of the amendment
to an earlier Letter of Credit, described in our opinion dated November 30, 2005, (e) the delivery
of a prior Letter of Credit, described in our opinion dated May 17, 2012 and (f) the delivery of
the Irrevocable Transferable Direct Pay Letter of Credit issued by The Bank of Nova Scotia and
delivered on the date hereof.
Please be advised that this reliance letter is not intended to re-affirm the statements made
in the Opinion as of the date hereof. The Opinion is dated December 14, 1995, and speaks only
as of its date. Except as described above, we have not undertaken to verify any of the matters set
forth therein subsequent to the issuance of the Opinion, and we have assumed no obligation to
revise or supplement the Opinion to reflect any facts or circumstances occurring after the date of
the Opinion or any changes in law that may occur after the date of the Opinion.
In rendering the Opinion, we relied upon certifications of the Issuer and the Company
with respect to certain material facts solely within the Issuer’s and the Company’s knowledge.
The Opinion represents, as of its date, our legal judgment based upon our review of the law and
the facts that we deemed relevant to render such Opinion, and was and is not a guarantee of a
result. The Opinion was given as of its date and we assumed no obligation to revise or
supplement the Opinion to reflect any facts or circumstances that thereafter have come or may
come to our attention or any changes in law that thereafter have occurred or may occur.
Respectfully submitted,
RDBjerke/mo

Exhibit E
Page 3 of 3
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $24,400,000 aggregate
principal amount of Sweetwater County, Wyoming Environmental Improvement Revenue Bonds
(PacifiCorp Project), Series 1995, a copy of which is delivered herewith. In accordance with
Section 3.01(b) of that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, by and among PacifiCorp and The Bank of Nova Scotia, New York Agency,
you may rely upon said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries

None.

EXECUTION COPY
(REDACTED)
20482899

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE BANK OF NOVA SCOTIA,

relating to

$22,485,000 Converse County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................12 
SECTION 2.01. The Letter of Credit ............................................................................ 12 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 15 
SECTION 2.12. Extension of the Stated Expiration Date.............................................15 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinion of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE BANK OF NOVA SCOTIA (the “Bank”).
PRELIMINARY STATEMENTS
(1) Converse County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of September 1, 1992, as amended and restated
by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended from time to
time in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and
The Bank of New York Mellon Trust Company, N.A., as trustee (such entity, or its successor as
trustee, being the “Trustee”), U.S.$22,485,000 original aggregate principal amount of Converse
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992
(the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. in favor of the Trustee in the stated amount of U.S.$22,839,832, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$ 22,485,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$354,832 shall support the payment of up to 48 days’ interest on the principal amount of
the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year of
365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 212491AN4.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee”, the
“Principal Office of the Remarketing Agent” or the “Principal Office of the Paying Agent” (each
as defined in the Indenture) or the office of the Bank which will honor draws upon the Letter of
Credit are located are required or authorized by law or executive order to close, or (ii) on which
the New York Stock Exchange, the Company or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$22,839,832 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Paying Agent” has the meaning assigned to that term in the Indenture.
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
9

obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
10

“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“Reoffering Circular” means the Supplement, dated March 18, 2013, to the Reoffering
Circular, dated September 15, 2010, together with any other supplements or amendments thereto
and all documents incorporated therein (or in any such supplements or amendments) by
reference.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
11

“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
12

ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at One Liberty Plaza, New York, New York 10006, Attention: XXXX, Telecopy:
XXXX (or at such other address as shall be designated by the Bank in a written notice to the
Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
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case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent, the Trustee or the Paying Agent on behalf of the Company,
repay or prepay (as the case may be) the then-outstanding Reimbursement Obligations (in the
order in which they were incurred) by paying to the Bank an amount equal to the sum of (i) the
aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal
amount of such Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
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(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
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SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
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(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
17

indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
18

legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinion as Bond Counsel dated March 26, 2013;
19

(ix) Copies of the Reoffering Circular used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A+/A-1 and Aa2/P-1, respectively, upon issuance of the
Letter of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
20

(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 92-1266, Docket UF 4077 issued by the Public Utility Commission of Oregon on
September 1, 1992; Order No. 03-135, Docket UF 4195 issued by the Public Utility Commission
of Oregon on February 21, 2003; Order No. 24479, Case No. PAC-S-92-4 issued by the Idaho
Public Utilities Commission on September 2, 1992; Order 29201, Case No. PAC-E-03-1 issued
by the Idaho Public Utilities Commission on February 24, 2003; Order Granting Application,
Docket No. UE-920860 issued by the Washington Utilities and Transportation Commission on
August 19, 1992; and Order No. 01, Docket No. UE-030077 issued by the Washington Utilities
and Transportation Commission on February 28th, 2003.
21

(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
22

which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Reoffering
Circular) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
23

statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Reoffering Circular. Except for information contained in the Reoffering Circular
furnished in writing by or on behalf of the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent or the Bank specifically for inclusion therein, the Reoffering Circular, and
any supplement or “sticker” thereto, are accurate in all material respects for the purposes for
which their use shall be authorized; and the Reoffering Circular and any supplement or “sticker”
thereto, when read together as a whole, does not, as of the date of the Reoffering Circular or such
supplement or “sticker,” contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the circumstances
under which they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
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So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
25

reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
26

income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
27

upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
28

consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes (other than to or from a mode in which interest is
payable at a rate determined daily or weekly) on the Bonds resulting in a mandatory redemption
or purchase of the Bonds under the Indenture, unless (i) the Company has deposited with the
Bank or the Trustee an amount equal to the principal of, premium, if any, and interest on the
Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or
purchase or change in the applicable interest mode is conditional upon receipt by the Trustee or
Paying Agent on or prior to the date fixed for the applicable redemption or purchase of funds
(other than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if
any, and interest on the Bonds on the date of such redemption or purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
29

waiver under) any provision of the Indenture that would (i) directly affect the rights or
obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Reoffering Circular. So long as the Letter of Credit shall remain outstanding,
refer to the Bank in the Reoffering Circular with respect to the Bonds or make any changes in
reference to the Bank in any revision, amendment or supplement without the prior consent of the
Bank, or revise, amend or supplement the Reoffering Circular without providing a copy of such
revision, amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
30

(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
31

(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 3.02(a)(iv) of the Indenture that
the Letter of Credit will not be reinstated in accordance with its terms following a drawing for
the payment of interest on the Bonds and/or (B) as provided in Section 9.02 of the Indenture to
declare the principal of all Bonds then outstanding to be immediately due and payable, (iii)
declare the principal amount of all Reimbursement Obligations, all interest thereon and all other
amounts payable hereunder or under any other Credit Document or in respect hereof or thereof to
be forthwith due and payable, whereupon all such principal, interest and all such other amounts
shall become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company, and (iv) in
addition to other rights and remedies provided for herein or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in Section
6.01(g) shall have occurred or an Event of Default described in Section 6.01(i) shall have
32

occurred, automatically, (x) the obligation of the Bank hereunder to issue the Letter of Credit
shall terminate, (y) all Reimbursement Obligations, all interest thereon and all other amounts
payable hereunder or under any other Credit Document or in respect hereof or thereof shall
become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company and (z) the Bank
shall give the notice to the Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
33

SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Reoffering
Circular or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Reoffering Circular (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
34

Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee, the Paying Agent and any other beneficiary or transferee of the Letter
of Credit with respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers
or directors, shall be liable or responsible for: (a) the use which may be made of the Letter of
Credit or any acts or omissions of the Trustee, the Paying Agent and any other beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of
documents which do not comply with the terms of the Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under the Letter of Credit,
except that the Company shall have a claim against the Bank and the Bank shall be liable to the
Company, to the extent of any direct, as opposed to consequential, damages suffered by the
Company which the Company proves, in a court of competent jurisdiction by final and
nonappealable judgment, were caused by (i) the Bank’s willful misconduct or gross negligence
in determining whether documents presented under the Letter of Credit are genuine or comply
with the terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent failure to
make lawful payment under the Letter of Credit after the presentation to it by the Trustee or the
Paying Agent under the Indenture of a certificate strictly complying with the terms and
conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank
may accept original or facsimile (including telecopy) certificates presented under the Letter of
Credit that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
35

seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
36

Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
37

or under any other Credit Document including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
38

demand the Bank to assign its Commitment and Reimbursement Obligations under this
subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
39

SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 22,839,832.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of September 1, 1992, as amended and
restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Converse
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 22,485,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 22,839,832.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from

Exhibit A
Page 2 of 15
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 22,839,832.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 22,485,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 354,832.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 48 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: XXXX and XXXX, or any other facsimile number(s) which may be

Exhibit A
Page 4 of 15
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): XXXX
or XXXX, but such telephonic notice shall not be a condition to a Drawing hereunder. If we
receive your certificate(s) at such office, all in strict conformity with the terms and conditions of
this Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or
before 12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00
A.M. (New York City time), on the next succeeding business day, and (ii) with respect to any
Tender Drawing, at or before 12:00 noon (New York City time), on a business day on or before
the Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City
time), on the same business day, in accordance with your payment instructions; provided,
however, that you will use your best efforts to give us telephonic notification of any such
pending presentation to the telephone numbers designated above, with respect to any Regular
Drawing, Redemption Drawing or Tender Drawing, at or before 11:30 A.M. (New York City
time) on the same business day. If we receive your certificate(s) at such office, all in strict
conformity with the terms and conditions of this Letter of Credit, after 12:00 noon (New York
City time), in the case of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on
any business day on or before the Cancellation Date, we will honor such certificate(s) at or
before 2:00 P.M. (New York City time) on the next succeeding business day. Payment under
this Letter of Credit will be made by wire transfer of Federal Funds to your account with any
bank that is a member of the Federal Reserve System. All payments made by us under this
Letter of Credit will be made with our own funds and not with any funds of the Company, its
affiliates or the Issuer. As used herein, “business day” means a day except a Saturday, Sunday
or other day (i) on which banking institutions in the city or cities in which the designated office
under the Indenture of the Trustee, the remarketing agent under the Indenture or the paying agent
under the Indenture or the office of the Bank which will honor draws upon this Letter of Credit
are located are required or authorized by law or executive order to close or are closed, or (ii) on
which the New York Stock Exchange, the Company or remarketing agent under the Indenture is
closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.

Exhibit A
Page 5 of 15
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of September 1, 1992, as
amended and restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Converse County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:
[NAME OF TRANSFEREE], as transferee
By:
Title:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

Exhibit B
Page 1 of 11
Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE BANK OF NOVA SCOTIA (the “Bank”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture referred to
below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $22,485,000 Converse
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992
(as amended, restated, supplemented or otherwise modified from time to time, the
“Reimbursement Agreement”), pursuant to which the Bank has agreed to issue the Letter of
Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as trustee (the
“Trustee”) under the Trust Indenture, dated as of September 1, 1992, as amended and restated by
a Third Supplemental Indenture, dated as of September 1, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), between Converse
County, Wyoming and the Trustee, for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the
Company to the Bank, whether now existing or hereafter arising, under or in respect of the

Exhibit B
Page 2 of 11
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first
Lien on, and a perfected first-priority security interest in, all right, title and interest of the

Exhibit B
Page 3 of 11
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency

Exhibit B
Page 4 of 11
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Attention: XXXX
Telecopy.: XXXX

Exhibit B
Page 7 of 11
with copies to:
Scotia Capital
GWS Corporate Loan Operations
720 Street West, 2nd Floor
Toronto, ON, M5V 2T3
Attention: XXXX
Telecopy No.: XXXX

and
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.

Exhibit B
Page 8 of 11
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be a part of the “Reimbursement Agreement” for the purpose of
the Indenture, including, without limitation, Section 3.08 thereof.

[Signature pages follow]
S-1
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($22,485,000 Converse County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE BANK OF NOVA SCOTIA
By
Name:
Title:
S-2
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($22,485,000 Converse County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($22,485,000 Converse County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Bank of Nova Scotia, as the Bank under the Reimbursement
Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Bank of
Nova Scotia, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE BANK OF NOVA SCOTIA, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Bank of Nova Scotia, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 1
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $22,485,000 aggregate
principal amount of Converse County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1992, a copy of which is delivered herewith. In accordance with
Section 3.01(b) of that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, by and among PacifiCorp and The Bank of Nova Scotia, you may rely upon
said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Exhibit I
Page 1 of 1
Schedule I
List of Material Subsidiaries
None.

EXECUTION COPY
(REDACTED)
20483154

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE BANK OF NOVA SCOTIA,

relating to

$45,000,000 Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................12 
SECTION 2.01. The Letter of Credit ............................................................................ 12 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 15 
SECTION 2.12. Extension of the Stated Expiration Date.............................................15 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................24 
SECTION 5.01. Affirmative Covenants........................................................................24 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinions of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE BANK OF NOVA SCOTIA (the “Bank”).
PRELIMINARY STATEMENTS
(1) Lincoln County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of January 1, 1991, as amended and restated by
a Fourth Supplemental Indenture, dated as of June 1, 2010 (as amended from time to time in
accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as trustee (such entity, or its successor as
trustee, being the “Trustee”), U.S.$45,000,000 original aggregate principal amount of Lincoln
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991
(the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. in favor of the Trustee in the stated amount of U.S.$45,710,137, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$45,000,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$710,137 shall support the payment of up to 48 days’ interest on the principal amount of
the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year of
365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 533485BA5.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee”, the
“Principal Office of the Remarketing Agent” or the “Principal Office of the Paying Agent” (each
as defined in the Indenture) or the office of the Bank which will honor draws upon the Letter of
Credit are located are required or authorized by law or executive order to close, or (ii) on which
the New York Stock Exchange, the Company or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$45,710,137 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Paying Agent” has the meaning assigned to that term in the Indenture.
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
9

obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
10

“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“Reoffering Circular” means the Supplement, dated March 18, 2013, to the Reoffering
Circular, dated September 15, 2010, together with any other supplements or amendments thereto
and all documents incorporated therein (or in any such supplements or amendments) by
reference.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
11

“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
12

ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at One Liberty Plaza, New York, New York 10006, Attention: XXXX, Telecopy:
XXXX (or at such other address as shall be designated by the Bank in a written notice to the
Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
13

case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent, the Trustee or the Paying Agent on behalf of the Company,
repay or prepay (as the case may be) the then-outstanding Reimbursement Obligations (in the
order in which they were incurred) by paying to the Bank an amount equal to the sum of (i) the
aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal
amount of such Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
14

(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
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SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
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(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
17

indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
18

legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
19

(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinions as Bond Counsel dated January 17, 1991 and March 26,
2013;
(ix) Copies of the Reoffering Circular used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A+/A-1 and Aa2/P-1, respectively, upon issuance of the
Letter of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
20

(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 90-1903, Docket UF 4046 issued by the Public Utility Commission of Oregon on
December 20, 1990, Order No. 03-135, Docket UF 4195 issued by the Public Utility
Commission of Oregon on February 21, 2003, Order No. 23468, Case No. PAC-S-90-4 issued
by the Idaho Public Utilities Commission on December 20, 1990, Order 29201, Case No. PAC-
E-03-1 issued by the Idaho Public Utilities Commission on February 24, 2003, Order Granting
Application, Docket No. UE-901405 issued by the Washington Utilities and Transportation
21

Commission on December 28, 1990, and Order No. 01, Docket No. UE-030077 issued by the
Washington Utilities and Transportation Commission on February 28th, 2003.
(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
22

(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
23

this Agreement and the Custodian Agreement (including, without limitation, the Reoffering
Circular) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Reoffering Circular. Except for information contained in the Reoffering Circular
furnished in writing by or on behalf of the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent or the Bank specifically for inclusion therein, the Reoffering Circular, and
any supplement or “sticker” thereto, are accurate in all material respects for the purposes for
which their use shall be authorized; and the Reoffering Circular and any supplement or “sticker”
thereto, when read together as a whole, does not, as of the date of the Reoffering Circular or such
supplement or “sticker,” contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the circumstances
under which they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
24

ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
25

the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
26

statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
27

(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
28

Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes (other than to or from a mode in which interest is
payable at a rate determined daily or weekly) on the Bonds resulting in a mandatory redemption
or purchase of the Bonds under the Indenture, unless (i) the Company has deposited with the
Bank or the Trustee an amount equal to the principal of, premium, if any, and interest on the
Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or
purchase or change in the applicable interest mode is conditional upon receipt by the Trustee or
Paying Agent on or prior to the date fixed for the applicable redemption or purchase of funds
(other than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if
any, and interest on the Bonds on the date of such redemption or purchase.
29

(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
waiver under) any provision of the Indenture that would (i) directly affect the rights or
obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Reoffering Circular. So long as the Letter of Credit shall remain outstanding,
refer to the Bank in the Reoffering Circular with respect to the Bonds or make any changes in
reference to the Bank in any revision, amendment or supplement without the prior consent of the
Bank, or revise, amend or supplement the Reoffering Circular without providing a copy of such
revision, amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
30

declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
31

least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 3.02(a)(iv) of the Indenture that
the Letter of Credit will not be reinstated in accordance with its terms following a drawing for
the payment of interest on the Bonds and/or (B) as provided in Section 9.02 of the Indenture to
declare the principal of all Bonds then outstanding to be immediately due and payable, (iii)
declare the principal amount of all Reimbursement Obligations, all interest thereon and all other
amounts payable hereunder or under any other Credit Document or in respect hereof or thereof to
be forthwith due and payable, whereupon all such principal, interest and all such other amounts
shall become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company, and (iv) in
32

addition to other rights and remedies provided for herein or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in Section
6.01(g) shall have occurred or an Event of Default described in Section 6.01(i) shall have
occurred, automatically, (x) the obligation of the Bank hereunder to issue the Letter of Credit
shall terminate, (y) all Reimbursement Obligations, all interest thereon and all other amounts
payable hereunder or under any other Credit Document or in respect hereof or thereof shall
become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company and (z) the Bank
shall give the notice to the Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX
33

The Bank:
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Reoffering
Circular or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Reoffering Circular (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
34

(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee, the Paying Agent and any other beneficiary or transferee of the Letter
of Credit with respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers
or directors, shall be liable or responsible for: (a) the use which may be made of the Letter of
Credit or any acts or omissions of the Trustee, the Paying Agent and any other beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of
documents which do not comply with the terms of the Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under the Letter of Credit,
except that the Company shall have a claim against the Bank and the Bank shall be liable to the
Company, to the extent of any direct, as opposed to consequential, damages suffered by the
Company which the Company proves, in a court of competent jurisdiction by final and
nonappealable judgment, were caused by (i) the Bank’s willful misconduct or gross negligence
in determining whether documents presented under the Letter of Credit are genuine or comply
with the terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent failure to
make lawful payment under the Letter of Credit after the presentation to it by the Trustee or the
Paying Agent under the Indenture of a certificate strictly complying with the terms and
conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank
may accept original or facsimile (including telecopy) certificates presented under the Letter of
Credit that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
35

The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
36

hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
37

been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
or under any other Credit Document including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
38

such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
demand the Bank to assign its Commitment and Reimbursement Obligations under this
subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
39

(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
40

Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 45,710,137.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1991, as amended and
restated by a Fourth Supplemental Indenture, dated as of June 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Lincoln
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 45,000,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 45,710,137.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from

Exhibit A
Page 2 of 15
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 45,710,137.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 45,000,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 710,137.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 48 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: XXXX and XXXX, or any other facsimile number(s) which may be

Exhibit A
Page 4 of 15
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): XXXX
or XXXX, but such telephonic notice shall not be a condition to a Drawing hereunder. If we
receive your certificate(s) at such office, all in strict conformity with the terms and conditions of
this Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or
before 12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00
A.M. (New York City time), on the next succeeding business day, and (ii) with respect to any
Tender Drawing, at or before 12:00 noon (New York City time), on a business day on or before
the Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City
time), on the same business day, in accordance with your payment instructions; provided,
however, that you will use your best efforts to give us telephonic notification of any such
pending presentation to the telephone numbers designated above, with respect to any Regular
Drawing, Redemption Drawing or Tender Drawing, at or before 11:30 A.M. (New York City
time) on the same business day. If we receive your certificate(s) at such office, all in strict
conformity with the terms and conditions of this Letter of Credit, after 12:00 noon (New York
City time), in the case of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on
any business day on or before the Cancellation Date, we will honor such certificate(s) at or
before 2:00 P.M. (New York City time) on the next succeeding business day. Payment under
this Letter of Credit will be made by wire transfer of Federal Funds to your account with any
bank that is a member of the Federal Reserve System. All payments made by us under this
Letter of Credit will be made with our own funds and not with any funds of the Company, its
affiliates or the Issuer. As used herein, “business day” means a day except a Saturday, Sunday
or other day (i) on which banking institutions in the city or cities in which the designated office
under the Indenture of the Trustee, the remarketing agent under the Indenture or the paying agent
under the Indenture or the office of the Bank which will honor draws upon this Letter of Credit
are located are required or authorized by law or executive order to close or are closed, or (ii) on
which the New York Stock Exchange, the Company or remarketing agent under the Indenture is
closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.

Exhibit A
Page 5 of 15
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1991, as
amended and restated by a Fourth Supplemental Indenture, dated as of June 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Lincoln County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is named
as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The transferee
named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:
[NAME OF TRANSFEREE], as transferee
By:
Title:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

Exhibit B
Page 1 of 11
Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE BANK OF NOVA SCOTIA (the “Bank”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture referred to
below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $45,000,000 Lincoln
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1991
(as amended, restated, supplemented or otherwise modified from time to time, the
“Reimbursement Agreement”), pursuant to which the Bank has agreed to issue the Letter of
Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as trustee (the
“Trustee”) under the Trust Indenture, dated as of January 1, 1991, as amended and restated by a
Fourth Supplemental Indenture, dated as of June 1, 2010 (as amended, restated, supplemented or
otherwise modified from time to time, the “Indenture”), between Lincoln County, Wyoming and
the Trustee, for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the
Company to the Bank, whether now existing or hereafter arising, under or in respect of the

Exhibit B
Page 2 of 11
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first
Lien on, and a perfected first-priority security interest in, all right, title and interest of the

Exhibit B
Page 3 of 11
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency

Exhibit B
Page 4 of 11
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Attention: XXXX
Telecopy.: XXXX

Exhibit B
Page 7 of 11
with copies to:
Scotia Capital
GWS Corporate Loan Operations
720 Street West, 2nd Floor
Toronto, ON, M5V 2T3
Attention: XXXX
Telecopy No.: XXXX

and
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.

Exhibit B
Page 8 of 11
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be a part of the “Reimbursement Agreement” for the purpose of
the Indenture, including, without limitation, Section 3.08 thereof.

[Signature pages follow]
S-1
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($45,000,000 Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1991)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE BANK OF NOVA SCOTIA
By
Name:
Title:
S-2
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($45,000,000 Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1991)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($45,000,000 Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1991)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Bank of Nova Scotia, as the Bank under the Reimbursement
Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Bank of
Nova Scotia, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE BANK OF NOVA SCOTIA, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Bank of Nova Scotia, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 3
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Re: $45,000,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project)
Series 1991 (the “Bonds”)
Ladies and Gentlemen:
In connection with the remarketing and delivery of the Bonds on the date hereof, you
have requested our permission to rely upon our approving opinion of bond counsel, dated
January 17, 1991 (the “Opinion”), rendered in connection with the issuance of the
above-captioned Bonds, a copy of which is attached hereto. The Bonds were issued pursuant to
a Trust Indenture, dated as of January 1, 1991, as heretofore amended and restated (the
“Indenture”), between Lincoln County, Wyoming (the “Issuer”) and The Bank of New York
Mellon Trust Company, N.A., as trustee. Terms used herein denoted by initial capitals and not
otherwise defined shall have the meanings specified in the Indenture.
This will confirm that you are entitled to rely upon the Opinion, as of its date, as if it
were specifically addressed to you.
We have not been requested, nor have we undertaken, to make an independent
investigation to confirm that the Company and the Issuer have complied with the provisions of
the Indenture, the Loan Agreement, the Tax Certificate and other documents relating to the
Bonds, or to review any other events that may have occurred since we rendered such approving
opinion other than as specifically described in the opinions that we rendered in connection with
(a) the adjustment of the interest rate on the Bonds on the date hereof and the adjustment of the

Exhibit E
Page 2 of 3
interest rate described in our opinions dated (i) December 17, 1999 and January 19, 2000 and (ii)
May 2, 2003 and June 3, 2003, (b) the execution and delivery of the First Supplemental Trust
Indenture, dated as of January 1, 2000, (c) the execution and delivery of the Second
Supplemental Trust Indenture, dated as of March 2, 2003, (d) the execution and delivery of the
Third Supplemental Trust Indenture and the Second Supplemental Loan Agreement, each dated
as of June 1, 2003, and (e) the execution and delivery of the Fourth Supplemental Indenture and
the Second Supplemental Loan Agreement and the delivery of a prior Letter of Credit, described
in our opinion dated June 1, 2010 and (f) the delivery of the Irrevocable Direct Pay Letter of
Credit issued by The Bank of Nova Scotia and delivered on the date hereof.
Please be advised that this reliance letter is not intended to re-affirm the statements made
in the Opinion as of the date hereof. The Opinion is dated January 17, 1991, and speaks only as
of its date. Except as described above, we have not undertaken to verify any of the matters set
forth therein subsequent to the issuance of the Opinion, and we have assumed no obligation to
revise or supplement the Opinion to reflect any facts or circumstances occurring after the date of
the Opinion or any changes in law that may occur after the date of the Opinion.
In rendering the Opinion, we relied upon certifications of the Issuer and the Company
with respect to certain material facts solely within the Issuer’s and the Company’s knowledge.
The Opinion represents, as of its date, our legal judgment based upon our review of the law and
the facts that we deemed relevant to render such Opinion, and was and is not a guarantee of a
result. The Opinion was given as of its date and we assumed no obligation to revise or
supplement the Opinion to reflect any facts or circumstances that thereafter have come or may
come to our attention or any changes in law that thereafter have occurred or may occur.
Respectfully submitted,
RDBjerke/mo

Exhibit E
Page 3 of 3
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $45,000,000 aggregate
principal amount of Lincoln County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1991, a copy of which is delivered herewith. In accordance with
Section 3.01(b) of that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, by and among PacifiCorp and The Bank of Nova Scotia, you may rely upon
said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries

None.

EXECUTION COPY
(REDACTED)
20483307

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE BANK OF NOVA SCOTIA,

relating to

$70,000,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1990A

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................11 
SECTION 2.01. The Letter of Credit ............................................................................ 11 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 14 
SECTION 2.12. Extension of the Stated Expiration Date.............................................14 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinions of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE BANK OF NOVA SCOTIA (the “Bank”).
PRELIMINARY STATEMENTS
(1) Sweetwater County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of July 1, 1990 (as amended from time to time
in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and The
Bank of New York Mellon Trust Company, N.A., as trustee (such entity, or its successor as
trustee, being the “Trustee”), U.S.$70,000,000 original aggregate principal amount of
Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1990A (the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. in favor of the Trustee in the stated amount of U.S.$71,495,891, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$70,000,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$1,495,891 shall support the payment of up to 65 days’ interest on the principal amount
of the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year
of 365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 870487BP9.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee”, the
“Principal Office of the Remarketing Agent” or the “Principal Office of the Paying Agent” (each
as defined in the Indenture) or the office of the Bank which will honor draws upon the Letter of
Credit are located are required or authorized by law or executive order to close, or (ii) on which
the New York Stock Exchange, the Company or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$71,495,891 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“Official Statement” means the Preliminary Supplement, dated March 18, 2013, as
amended by the Supplement, dated March 21, 2013, to the Official Statement, dated July 24,
1990, together with any other supplements or amendments thereto and all documents
incorporated therein (or in any such supplements or amendments) by reference.
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Paying Agent” has the meaning assigned to that term in the Indenture.
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
9

occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
10

foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
11

“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
12

Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at One Liberty Plaza, New York, New York 10006, Attention: XXXX, Telecopy:
XXXX (or at such other address as shall be designated by the Bank in a written notice to the
Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
13

SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent, the Trustee or the Paying Agent on behalf of the Company,
repay or prepay (as the case may be) the then-outstanding Reimbursement Obligations (in the
order in which they were incurred) by paying to the Bank an amount equal to the sum of (i) the
aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal
amount of such Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
14

Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
15

Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
16

transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
17

Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
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(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinions as Bond Counsel dated July 26, 1990 and March 26,
2013;
(ix) Copies of the Official Statement used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
19

(x) Letter from Moody’s to the effect of confirming the Bonds will continue
to be rated at least Aa2/P-1, upon issuance of the Letter of Credit, such letter to be in
form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
20

been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 90-1084, Docket UF 4035 issued by the Public Utility Commission of Oregon on July
13th, 1990; Order No. 23188, Case No. PAC-S-90-1issued by the Idaho Public Utilities
Commission on June 22, 1990; and Order Granting Application, Docket No. UE-900553 issued
by the Washington Utilities and Transportation Commission on July 11, 1990.
(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
21

property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
22

There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Official
Statement) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
23

(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Official Statement. Except for information contained in the Official Statement
furnished in writing by or on behalf of the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent or the Bank specifically for inclusion therein, the Official Statement, and any
supplement or “sticker” thereto, are accurate in all material respects for the purposes for which
their use shall be authorized; and the Official Statement and any supplement or “sticker” thereto,
when read together as a whole, does not, as of the date of the Official Statement or such
supplement or “sticker,” contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the circumstances
under which they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
24

(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
25

(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
26

Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
27

this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
28

Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes on the Bonds to a term interest rate mode resulting in
a mandatory redemption or purchase of the Bonds under the Indenture, unless (i) the Company
has deposited with the Bank or the Trustee an amount equal to the principal of, premium, if any,
and interest on the Bonds on the date of such redemption or purchase, or (ii) any notice of such
redemption or purchase or change in the applicable interest mode is conditional upon receipt by
the Trustee or Paying Agent on or prior to the date fixed for the applicable redemption or
purchase of funds (other than funds drawn under the Letter of Credit) sufficient to pay the
principal of, premium, if any, and interest on the Bonds on the date of such redemption or
purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
waiver under) any provision of the Indenture that would (i) directly affect the rights or
obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
29

(g) Official Statement. So long as the Letter of Credit shall remain outstanding, refer
to the Bank in the Official Statement with respect to the Bonds or make any changes in reference
to the Bank in any revision, amendment or supplement without the prior consent of the Bank, or
revise, amend or supplement the Official Statement without providing a copy of such revision,
amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
30

otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
31

(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 9.01(d) of the Indenture, not
later than the ninth Business Day following the honoring of a drawing under the Letter of Credit
to pay interest on the Bonds, that the Bank has not been reimbursed for such drawing and/or (B)
as provided in Section 9.01(e) of the Indenture, and to declare the principal of all Bonds then
outstanding to be immediately due and payable, (iii) declare the principal amount of all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
under any other Credit Document or in respect hereof or thereof to be forthwith due and payable,
whereupon all such principal, interest and all such other amounts shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company, and (iv) in addition to other rights and
remedies provided for herein or in the Custodian Agreement or otherwise available to the Bank,
as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a secured
party on default under the Uniform Commercial Code in effect in the State of New York at that
time; provided that, if an Event of Default described in Section 6.01(g) shall have occurred or an
Event of Default described in Section 6.01(i) shall have occurred, automatically, (x) the
obligation of the Bank hereunder to issue the Letter of Credit shall terminate, (y) all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
32

under any other Credit Document or in respect hereof or thereof shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company and (z) the Bank shall give the notice to the
Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
33

SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Official
Statement or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Official Statement (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
34

Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee, the Paying Agent and any other beneficiary or transferee of the Letter
of Credit with respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers
or directors, shall be liable or responsible for: (a) the use which may be made of the Letter of
Credit or any acts or omissions of the Trustee, the Paying Agent and any other beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of
documents which do not comply with the terms of the Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under the Letter of Credit,
except that the Company shall have a claim against the Bank and the Bank shall be liable to the
Company, to the extent of any direct, as opposed to consequential, damages suffered by the
Company which the Company proves, in a court of competent jurisdiction by final and
nonappealable judgment, were caused by (i) the Bank’s willful misconduct or gross negligence
in determining whether documents presented under the Letter of Credit are genuine or comply
with the terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent failure to
make lawful payment under the Letter of Credit after the presentation to it by the Trustee or the
Paying Agent under the Indenture of a certificate strictly complying with the terms and
conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank
may accept original or facsimile (including telecopy) certificates presented under the Letter of
Credit that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
35

seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
36

Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
37

or under any other Credit Document including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
38

demand the Bank to assign its Commitment and Reimbursement Obligations under this
subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
39

SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 71,495,891.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of July 1, 1990 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 70,000,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1990A (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a rate other than a term interest rate pursuant to the Indenture. This Letter of
Credit is in the total amount of USD 71,495,891.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the

Exhibit A
Page 2 of 15
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a term interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 71,495,891.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 70,000,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 1,495,891.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04
or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us no later than the ninth business day following the date of such
honoring that there shall be no such reinstatement
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 65 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to

Exhibit A
Page 4 of 15
the following numbers: XXXX and XXXX, or any other facsimile number(s) which may be
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): XXXX
or XXXX, but such telephonic notice shall not be a condition to a Drawing hereunder. If we
receive your certificate(s) at such office, all in strict conformity with the terms and conditions of
this Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or
before 3:00 P.M. (New York City time), we will honor such Drawing(s) at or before 1:00 P.M.
(New York City time), on the second succeeding business day, and (ii) with respect to any
Tender Drawing, at or before 11:00 A.M. (New York City time), on a business day on or before
the Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City
time), on the same business day, in accordance with your payment instructions; provided,
however, that you will use your best efforts to give us telephonic notification of any such
pending presentation to the telephone numbers designated above, (A) with respect to any Regular
Drawing or Redemption Drawing, at or before 10:00 A.M. (New York City time) on the next
preceding business day, (B) with respect to any Tender Drawing to pay the purchase price of
Bonds in accordance with Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New
York City time) on the same business day and (C) with respect to any Tender Drawing to pay the
purchase price of Bonds in accordance with Section 3.03, 3.04 or 3.14 of the Indenture, at or
before 12:00 noon (New York City time) on the next preceding business day. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit (i) after 3:00 P.M. (New York City time), in the case of a Regular Drawing or a
Redemption Drawing, on any business day on or before the Cancellation Date, we will honor
such certificate(s) at or before 1:00 P.M. (New York City time) on the third succeeding business
day, or (ii) after 11:00 A.M. (New York City time), in the case of a Tender Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
2:30 P.M. (New York City time) on the next succeeding business day. Payment under this Letter
of Credit will be made by wire transfer of Federal Funds to your account with any bank that is a
member of the Federal Reserve System. All payments made by us under this Letter of Credit
will be made with our own funds and not with any funds of the Company, its affiliates or the
Issuer. As used herein, “business day” means a day except a Saturday, Sunday or other day (i)
on which banking institutions in the city or cities in which the designated office under the
Indenture of the Trustee, the remarketing agent under the Indenture or the paying agent under the
Indenture or the office of the Bank which will honor draws upon this Letter of Credit are located
are required or authorized by law or executive order to close or are closed, or (ii) on which the
New York Stock Exchange, the Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with

Exhibit A
Page 5 of 15
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in
accordance with its terms. The original of the Letter of Credit, together with all
amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 65 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
term interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of July 1, 1990 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:
[NAME OF TRANSFEREE], as transferee
By:
Its:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

________________________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

Exhibit B
Page 1 of 11
Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE BANK OF NOVA SCOTIA (the “Bank”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture referred to
below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $70,000,000 Sweetwater
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1990A (as amended, restated, supplemented or otherwise modified from time to time, the
“Reimbursement Agreement”), pursuant to which the Bank has agreed to issue the Letter of
Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as trustee (the
“Trustee”) under the Trust Indenture, dated as of July 1, 1990 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming and the Trustee, for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the
Company to the Bank, whether now existing or hereafter arising, under or in respect of the
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents

Exhibit B
Page 2 of 11
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first
Lien on, and a perfected first-priority security interest in, all right, title and interest of the
Company in and to the Collateral, subject to no prior Lien on the property or assets of the

Exhibit B
Page 3 of 11
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency
remaining unpaid after such application) and after payment by the Bank of any other amount

Exhibit B
Page 4 of 11
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Attention: XXXX
Telecopy.: XXXX

Exhibit B
Page 7 of 11
with copies to:
Scotia Capital
GWS Corporate Loan Operations
720 Street West, 2nd Floor
Toronto, ON, M5V 2T3
Attention: XXXX
Telecopy No.: XXXX

and
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.

Exhibit B
Page 8 of 11
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Pledge Agreement” for the purpose of the Indenture.

[Signature pages follow]
S-1
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($70,000,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1990A)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE BANK OF NOVA SCOTIA
By
Name:
Title:
S-2
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($70,000,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1990A)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($70,000,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1990A)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Bank of Nova Scotia, as the Bank under the Reimbursement
Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Bank of
Nova Scotia, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE BANK OF NOVA SCOTIA, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Bank of Nova Scotia, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 3
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Re: $70,000,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project)
Series 1990A (the “Bonds”)
Ladies and Gentlemen:
In connection with the remarketing and delivery of the Bonds on the date hereof, you
have requested our permission to rely upon our approving opinion of bond counsel, dated
July 26, 1990 (the “Opinion”), rendered in connection with the issuance of the above-captioned
Bonds, a copy of which is attached hereto. The Bonds were issued pursuant to a Trust Indenture,
dated as of July 1, 1990 (the “Indenture”), between Sweetwater County, Wyoming (the
“Issuer”) and The Bank of New York Mellon Trust Company, N.A., as successor trustee. Terms
used herein denoted by initial capitals and not otherwise defined shall have the meanings
specified in the Indenture.
This will confirm that you are entitled to rely upon the Opinion, as of its date, as if it
were specifically addressed to you.
We have not been requested, nor have we undertaken, to make an independent
investigation to confirm that the Company and the Issuer have complied with the provisions of
the Indenture, the Loan Agreement, the Tax Certificate and other documents relating to the
Bonds, or to review any other events that may have occurred since we rendered such approving
opinion other than as specifically described in the opinions that we rendered in connection with
(a) the delivery of an Irrevocable Letter of Credit, described in our opinion dated as of July 19,
2000, (b) the delivery of an Irrevocable Transferrable Direct Pay Letter of Credit, described in
our opinion dated September 15, 2004, (c) the delivery of the amendment to an earlier Letter of

Exhibit E
Page 2 of 3
Credit, described in our opinion dated November 30, 2005, (d) the delivery of a prior Letter of
Credit, described in our opinion dated May 16, 2012 and (e) the delivery of the Irrevocable
Transferable Direct Pay Letter of Credit issued by The Bank of Nova Scotia and delivered on the
date hereof.
Please be advised that this reliance letter is not intended to re-affirm the statements made
in the Opinion as of the date hereof. The Opinion is dated July 26, 1990, and speaks only as of
its date. Except as described above, we have not undertaken to verify any of the matters set forth
therein subsequent to the issuance of the Opinion, and we have assumed no obligation to revise
or supplement the Opinion to reflect any facts or circumstances occurring after the date of the
Opinion or any changes in law that may occur after the date of the Opinion.
In rendering the Opinion, we relied upon certifications of the Issuer and the Company
with respect to certain material facts solely within the Issuer’s and the Company’s knowledge.
The Opinion represents, as of its date, our legal judgment based upon our review of the law and
the facts that we deemed relevant to render such Opinion, and was and is not a guarantee of a
result. The Opinion was given as of its date and we assumed no obligation to revise or
supplement the Opinion to reflect any facts or circumstances that thereafter have come or may
come to our attention or any changes in law that thereafter have occurred or may occur.
Respectfully submitted,
RDBjerke/mo

Exhibit E
Page 3 of 3
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $70,000,000 aggregate
principal amount of Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1990A, a copy of which is delivered herewith. In accordance with
Section 3.01(b) of that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, by and among PacifiCorp and The Bank of Nova Scotia, you may rely upon
said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries
None.

EXECUTION COPY
(REDACTED)
20483443

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE BANK OF NOVA SCOTIA,

relating to

$9,335,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992A

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................12 
SECTION 2.01. The Letter of Credit ............................................................................ 12 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 15 
SECTION 2.12. Extension of the Stated Expiration Date.............................................15 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinion of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE BANK OF NOVA SCOTIA (the “Bank”).
PRELIMINARY STATEMENTS
(1) Sweetwater County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of September 1, 1992, as amended and restated
by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended from time to
time in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and
The Bank of New York Mellon Trust Company, N.A., as trustee (such entity, or its successor as
trustee, being the “Trustee”), U.S.$9,335,000 original aggregate principal amount of Sweetwater
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992A (the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. in favor of the Trustee in the stated amount of U.S.$9,482,314, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$9,335,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$147,314 shall support the payment of up to 48 days’ interest on the principal amount of
the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year of
365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 870487CH6.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee”, the
“Principal Office of the Remarketing Agent” or the “Principal Office of the Paying Agent” (each
as defined in the Indenture) or the office of the Bank which will honor draws upon the Letter of
Credit are located are required or authorized by law or executive order to close, or (ii) on which
the New York Stock Exchange, the Company or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$9,482,314 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Paying Agent” has the meaning assigned to that term in the Indenture.
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
9

obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
10

“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“Reoffering Circular” means the Supplement, dated March 18, 2013, to the Reoffering
Circular, dated September 15, 2010, together with any other supplements or amendments thereto
and all documents incorporated therein (or in any such supplements or amendments) by
reference.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
11

“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
12

ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at One Liberty Plaza, New York, New York 10006, Attention: XXXX, Telecopy:
XXXX (or at such other address as shall be designated by the Bank in a written notice to the
Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
13

case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent, the Trustee or the Paying Agent on behalf of the Company,
repay or prepay (as the case may be) the then-outstanding Reimbursement Obligations (in the
order in which they were incurred) by paying to the Bank an amount equal to the sum of (i) the
aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal
amount of such Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
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(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
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SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
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(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
17

indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
18

legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinion as Bond Counsel dated March 26, 2013;
19

(ix) Copies of the Reoffering Circular used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A+/A-1 and Aa2/P-1, respectively, upon issuance of the
Letter of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
20

(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 92-1266, Docket UF 4077 issued by the Public Utility Commission of Oregon on
September 1, 1992, Order No. 03-135, Docket UF 4195 issued by the Public Utility Commission
of Oregon on February 21, 2003, Order No. 24479, Case No. PAC-S-92-4 issued by the Idaho
Public Utilities Commission on September 2, 1992, Order 29201, Case No. PAC-E-03-1 issued
by the Idaho Public Utilities Commission on February 24, 2003, Order Granting Application,
Docket No. UE-920860 issued by the Washington Utilities and Transportation Commission on
August 19, 1992, and Order No. 01, Docket No. UE-030077 issued by the Washington Utilities
and Transportation Commission on February 28th, 2003.
21

(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
22

which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Reoffering
Circular) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
23

statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Reoffering Circular. Except for information contained in the Reoffering Circular
furnished in writing by or on behalf of the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent or the Bank specifically for inclusion therein, the Reoffering Circular, and
any supplement or “sticker” thereto, are accurate in all material respects for the purposes for
which their use shall be authorized; and the Reoffering Circular and any supplement or “sticker”
thereto, when read together as a whole, does not, as of the date of the Reoffering Circular or such
supplement or “sticker,” contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the circumstances
under which they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
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So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
25

reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
26

income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
27

upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
28

consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes (other than to or from a mode in which interest is
payable at a rate determined daily or weekly) on the Bonds resulting in a mandatory redemption
or purchase of the Bonds under the Indenture, unless (i) the Company has deposited with the
Bank or the Trustee an amount equal to the principal of, premium, if any, and interest on the
Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or
purchase or change in the applicable interest mode is conditional upon receipt by the Trustee or
Paying Agent on or prior to the date fixed for the applicable redemption or purchase of funds
(other than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if
any, and interest on the Bonds on the date of such redemption or purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
29

waiver under) any provision of the Indenture that would (i) directly affect the rights or
obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Reoffering Circular. So long as the Letter of Credit shall remain outstanding,
refer to the Bank in the Reoffering Circular with respect to the Bonds or make any changes in
reference to the Bank in any revision, amendment or supplement without the prior consent of the
Bank, or revise, amend or supplement the Reoffering Circular without providing a copy of such
revision, amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
30

(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
31

(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 3.02(a)(iv) of the Indenture that
the Letter of Credit will not be reinstated in accordance with its terms following a drawing for
the payment of interest on the Bonds and/or (B) as provided in Section 9.02 of the Indenture to
declare the principal of all Bonds then outstanding to be immediately due and payable, (iii)
declare the principal amount of all Reimbursement Obligations, all interest thereon and all other
amounts payable hereunder or under any other Credit Document or in respect hereof or thereof to
be forthwith due and payable, whereupon all such principal, interest and all such other amounts
shall become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company, and (iv) in
addition to other rights and remedies provided for herein or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in Section
6.01(g) shall have occurred or an Event of Default described in Section 6.01(i) shall have
32

occurred, automatically, (x) the obligation of the Bank hereunder to issue the Letter of Credit
shall terminate, (y) all Reimbursement Obligations, all interest thereon and all other amounts
payable hereunder or under any other Credit Document or in respect hereof or thereof shall
become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company and (z) the Bank
shall give the notice to the Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
33

SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Reoffering
Circular or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Reoffering Circular (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
34

Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee, the Paying Agent and any other beneficiary or transferee of the Letter
of Credit with respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers
or directors, shall be liable or responsible for: (a) the use which may be made of the Letter of
Credit or any acts or omissions of the Trustee, the Paying Agent and any other beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of
documents which do not comply with the terms of the Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under the Letter of Credit,
except that the Company shall have a claim against the Bank and the Bank shall be liable to the
Company, to the extent of any direct, as opposed to consequential, damages suffered by the
Company which the Company proves, in a court of competent jurisdiction by final and
nonappealable judgment, were caused by (i) the Bank’s willful misconduct or gross negligence
in determining whether documents presented under the Letter of Credit are genuine or comply
with the terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent failure to
make lawful payment under the Letter of Credit after the presentation to it by the Trustee or the
Paying Agent under the Indenture of a certificate strictly complying with the terms and
conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank
may accept original or facsimile (including telecopy) certificates presented under the Letter of
Credit that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
35

seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
36

Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
37

or under any other Credit Document including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
38

demand the Bank to assign its Commitment and Reimbursement Obligations under this
subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
39

SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 9,482,314.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of September 1, 1992, as amended and
restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 9,335,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992A (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 9,482,314.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from

Exhibit A
Page 2 of 15
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 9,482,314.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 9,335,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 147,314.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 48 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: XXXX and XXXX, or any other facsimile number(s) which may be

Exhibit A
Page 4 of 15
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): XXXX
or XXXX, but such telephonic notice shall not be a condition to a Drawing hereunder. If we
receive your certificate(s) at such office, all in strict conformity with the terms and conditions of
this Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or
before 12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00
A.M. (New York City time), on the next succeeding business day, and (ii) with respect to any
Tender Drawing, at or before 12:00 noon (New York City time), on a business day on or before
the Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City
time), on the same business day, in accordance with your payment instructions; provided,
however, that you will use your best efforts to give us telephonic notification of any such
pending presentation to the telephone numbers designated above, with respect to any Regular
Drawing, Redemption Drawing or Tender Drawing, at or before 11:30 A.M. (New York City
time) on the same business day. If we receive your certificate(s) at such office, all in strict
conformity with the terms and conditions of this Letter of Credit, after 12:00 noon (New York
City time), in the case of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on
any business day on or before the Cancellation Date, we will honor such certificate(s) at or
before 2:00 P.M. (New York City time) on the next succeeding business day. Payment under
this Letter of Credit will be made by wire transfer of Federal Funds to your account with any
bank that is a member of the Federal Reserve System. All payments made by us under this
Letter of Credit will be made with our own funds and not with any funds of the Company, its
affiliates or the Issuer. As used herein, “business day” means a day except a Saturday, Sunday
or other day (i) on which banking institutions in the city or cities in which the designated office
under the Indenture of the Trustee, the remarketing agent under the Indenture or the paying agent
under the Indenture or the office of the Bank which will honor draws upon this Letter of Credit
are located are required or authorized by law or executive order to close or are closed, or (ii) on
which the New York Stock Exchange, the Company or remarketing agent under the Indenture is
closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.

Exhibit A
Page 5 of 15
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of September 1, 1992, as
amended and restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:
[NAME OF TRANSFEREE], as transferee
By:
Title:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_______________________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

Exhibit B
Page 1 of 11
Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE BANK OF NOVA SCOTIA (the “Bank”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture referred to
below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $9,335,000 Sweetwater
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992A (as amended, restated, supplemented or otherwise modified from time to time, the
“Reimbursement Agreement”), pursuant to which the Bank has agreed to issue the Letter of
Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as trustee (the
“Trustee”) under the Trust Indenture, dated as of September 1, 1992, as amended and restated by
a Third Supplemental Indenture, dated as of September 1, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming and the Trustee, for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the
Company to the Bank, whether now existing or hereafter arising, under or in respect of the

Exhibit B
Page 2 of 11
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first
Lien on, and a perfected first-priority security interest in, all right, title and interest of the

Exhibit B
Page 3 of 11
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency

Exhibit B
Page 4 of 11
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Attention: XXXX
Telecopy.: XXXX

Exhibit B
Page 7 of 11
with copies to:
Scotia Capital
GWS Corporate Loan Operations
720 Street West, 2nd Floor
Toronto, ON, M5V 2T3
Attention: XXXX
Telecopy No.: XXXX

and
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.

Exhibit B
Page 8 of 11
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be a part of the “Reimbursement Agreement” for the purpose of
the Indenture, including, without limitation, Section 3.08 thereof.

[Signature pages follow]
S-1
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($9,335,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992A)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE BANK OF NOVA SCOTIA
By
Name:
Title:
S-2
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($9,335,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992A)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($9,335,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992A)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Bank of Nova Scotia, as the Bank under the Reimbursement
Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Bank of
Nova Scotia, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE BANK OF NOVA SCOTIA, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Bank of Nova Scotia, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 1
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $9,335,000 aggregate
principal amount of Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1992A, a copy of which is delivered herewith. In accordance with
Section 3.01(b) of that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, by and among PacifiCorp and The Bank of Nova Scotia, you may rely upon
said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries

None.

EXECUTION COPY
(REDACTED)
20483714

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE BANK OF NOVA SCOTIA,

relating to

$6,305,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992B

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................12 
SECTION 2.01. The Letter of Credit ............................................................................ 12 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 15 
SECTION 2.12. Extension of the Stated Expiration Date.............................................15 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinion of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE BANK OF NOVA SCOTIA (the “Bank”).
PRELIMINARY STATEMENTS
(1) Sweetwater County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of September 1, 1992, as amended and restated
by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended from time to
time in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and
The Bank of New York Mellon Trust Company, N.A., as trustee (such entity, or its successor as
trustee, being the “Trustee”), U.S.$6,305,000 original aggregate principal amount of Sweetwater
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992B (the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. in favor of the Trustee in the stated amount of U.S.$6,404,499, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$6,305,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$99,499 shall support the payment of up to 48 days’ interest on the principal amount of
the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year of
365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 870487CJ2.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee”, the
“Principal Office of the Remarketing Agent” or the “Principal Office of the Paying Agent” (each
as defined in the Indenture) or the office of the Bank which will honor draws upon the Letter of
Credit are located are required or authorized by law or executive order to close, or (ii) on which
the New York Stock Exchange, the Company or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$6,404,499 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Paying Agent” has the meaning assigned to that term in the Indenture.
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
9

obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
10

“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“Reoffering Circular” means the Supplement, dated March 18, 2013, to the Reoffering
Circular, dated September 15, 2010, together with any other supplements or amendments thereto
and all documents incorporated therein (or in any such supplements or amendments) by
reference.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
11

“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
12

ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at One Liberty Plaza, New York, New York 10006, Attention: XXXX, Telecopy:
XXXX (or at such other address as shall be designated by the Bank in a written notice to the
Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
13

case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent, the Trustee or the Paying Agent on behalf of the Company,
repay or prepay (as the case may be) the then-outstanding Reimbursement Obligations (in the
order in which they were incurred) by paying to the Bank an amount equal to the sum of (i) the
aggregate principal amount of the Bonds remarketed plus (ii) all accrued interest on the principal
amount of such Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
14

(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
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SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
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(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
17

indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
18

legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinion as Bond Counsel dated March 26, 2013;
19

(ix) Copies of the Reoffering Circular used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A+/A-1 and Aa2/P-1, respectively, upon issuance of the
Letter of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
20

(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 92-1266, Docket UF 4077 issued by the Public Utility Commission of Oregon on
September 1, 1992; Order No. 03-135, Docket UF 4195 issued by the Public Utility Commission
of Oregon on February 21, 2003; Order No. 24479, Case No. PAC-S-92-4 issued by the Idaho
Public Utilities Commission on September 2, 1992; Order 29201, Case No. PAC-E-03-1 issued
by the Idaho Public Utilities Commission on February 24, 2003; Order Granting Application,
Docket No. UE-920860 issued by the Washington Utilities and Transportation Commission on
August 19, 1992; and Order No. 01, Docket No. UE-030077 issued by the Washington Utilities
and Transportation Commission on February 28th, 2003.
21

(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
22

which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Reoffering
Circular) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
23

statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Reoffering Circular. Except for information contained in the Reoffering Circular
furnished in writing by or on behalf of the Issuer, the Trustee, the Paying Agent, the
Remarketing Agent or the Bank specifically for inclusion therein, the Reoffering Circular, and
any supplement or “sticker” thereto, are accurate in all material respects for the purposes for
which their use shall be authorized; and the Reoffering Circular and any supplement or “sticker”
thereto, when read together as a whole, does not, as of the date of the Reoffering Circular or such
supplement or “sticker,” contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein, in the light of the circumstances
under which they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
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So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
25

reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
26

income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
27

upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
28

consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes (other than to or from a mode in which interest is
payable at a rate determined daily or weekly) on the Bonds resulting in a mandatory redemption
or purchase of the Bonds under the Indenture, unless (i) the Company has deposited with the
Bank or the Trustee an amount equal to the principal of, premium, if any, and interest on the
Bonds on the date of such redemption or purchase, or (ii) any notice of such redemption or
purchase or change in the applicable interest mode is conditional upon receipt by the Trustee or
Paying Agent on or prior to the date fixed for the applicable redemption or purchase of funds
(other than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if
any, and interest on the Bonds on the date of such redemption or purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
29

waiver under) any provision of the Indenture that would (i) directly affect the rights or
obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Reoffering Circular. So long as the Letter of Credit shall remain outstanding,
refer to the Bank in the Reoffering Circular with respect to the Bonds or make any changes in
reference to the Bank in any revision, amendment or supplement without the prior consent of the
Bank, or revise, amend or supplement the Reoffering Circular without providing a copy of such
revision, amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
30

(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
31

(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 3.02(a)(iv) of the Indenture that
the Letter of Credit will not be reinstated in accordance with its terms following a drawing for
the payment of interest on the Bonds and/or (B) as provided in Section 9.02 of the Indenture to
declare the principal of all Bonds then outstanding to be immediately due and payable, (iii)
declare the principal amount of all Reimbursement Obligations, all interest thereon and all other
amounts payable hereunder or under any other Credit Document or in respect hereof or thereof to
be forthwith due and payable, whereupon all such principal, interest and all such other amounts
shall become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company, and (iv) in
addition to other rights and remedies provided for herein or in the Custodian Agreement or
otherwise available to the Bank, as holder of the Pledged Bonds or otherwise, exercise all the
rights and remedies of a secured party on default under the Uniform Commercial Code in effect
in the State of New York at that time; provided that, if an Event of Default described in Section
6.01(g) shall have occurred or an Event of Default described in Section 6.01(i) shall have
32

occurred, automatically, (x) the obligation of the Bank hereunder to issue the Letter of Credit
shall terminate, (y) all Reimbursement Obligations, all interest thereon and all other amounts
payable hereunder or under any other Credit Document or in respect hereof or thereof shall
become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Company and (z) the Bank
shall give the notice to the Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: Sandy Dewar
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
33

SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Reoffering
Circular or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Reoffering Circular (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
34

Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee, the Paying Agent and any other beneficiary or transferee of the Letter
of Credit with respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers
or directors, shall be liable or responsible for: (a) the use which may be made of the Letter of
Credit or any acts or omissions of the Trustee, the Paying Agent and any other beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the Bank against presentation of
documents which do not comply with the terms of the Letter of Credit, including failure of any
documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under the Letter of Credit,
except that the Company shall have a claim against the Bank and the Bank shall be liable to the
Company, to the extent of any direct, as opposed to consequential, damages suffered by the
Company which the Company proves, in a court of competent jurisdiction by final and
nonappealable judgment, were caused by (i) the Bank’s willful misconduct or gross negligence
in determining whether documents presented under the Letter of Credit are genuine or comply
with the terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent failure to
make lawful payment under the Letter of Credit after the presentation to it by the Trustee or the
Paying Agent under the Indenture of a certificate strictly complying with the terms and
conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, the Bank
may accept original or facsimile (including telecopy) certificates presented under the Letter of
Credit that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
35

seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
36

Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
37

or under any other Credit Document including, without limitation, the right to approve any
amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
38

demand the Bank to assign its Commitment and Reimbursement Obligations under this
subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
39

SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 6,404,499.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of September 1, 1992, as amended and
restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you, as Trustee for the benefit of the Bondholders referred
to therein, pursuant to which USD 6,305,000.00 in aggregate principal amount of the Issuer’s
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992B (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a daily rate or a weekly rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 6,404,499.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from

Exhibit A
Page 2 of 15
us notifying you of the occurrence and continuance of an Event of Default under the
Reimbursement Agreement and (A) directing you to accelerate the Bonds pursuant to Section
9.02 of the Indenture or (B) informing you pursuant to Section 3.02(a)(iv) of the Indenture that
this Letter of Credit will not be reinstated in accordance with its terms following a Regular
Drawing drawn against the Interest Component, (iii) the date on which we receive a written and
completed certificate signed by you in the form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Conversion Date for all Bonds remaining outstanding to an interest rate
mode other than a daily rate or a weekly rate pursuant to the Indenture as such date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the date on which we receive and honor a written and completed certificate signed by you in
the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached hereto, stating that the drawing thereunder
is the final drawing under the Letter of Credit (such earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 6,404,499.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 6,305,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 99,499.00, as such amount may
be reduced and restored as provided below, may be drawn in respect of the payment of up
to 48 days’ interest on the principal amount of the Bonds computed at a maximum rate of
12% per annum calculated on the basis of a 365-day year (or the portion of the purchase
price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(a)(i), 3.02(a)(iii) or 3.02(a)(iv) of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so drawn against the
Interest Component, unless you shall have received written notice from us no later than seven
business days after the date of such honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 48 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Letter of Credit
Department (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the “Bank’s Office”). The
certificates you are required to submit to us may be submitted to us by facsimile transmission to
the following numbers: XXXX and XXXX, or any other facsimile number(s) which may be

Exhibit A
Page 4 of 15
designated by us by written notice delivered to you at least 15 days prior to the applicable date of
Drawing. You shall use your best efforts to confirm such notice of a Drawing by telephone to
one of the following numbers (or any other telephone number which may be designated by us by
written notice delivered to you at least 15 days prior to the applicable date of Drawing): XXXX
or XXXX, but such telephonic notice shall not be a condition to a Drawing hereunder. If we
receive your certificate(s) at such office, all in strict conformity with the terms and conditions of
this Letter of Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or
before 12:00 noon (New York City time), we will honor such Drawing(s) at or before 10:00
A.M. (New York City time), on the next succeeding business day, and (ii) with respect to any
Tender Drawing, at or before 12:00 noon (New York City time), on a business day on or before
the Cancellation Date, we will honor such Drawing(s) at or before 2:30 P.M. (New York City
time), on the same business day, in accordance with your payment instructions; provided,
however, that you will use your best efforts to give us telephonic notification of any such
pending presentation to the telephone numbers designated above, with respect to any Regular
Drawing, Redemption Drawing or Tender Drawing, at or before 11:30 A.M. (New York City
time) on the same business day. If we receive your certificate(s) at such office, all in strict
conformity with the terms and conditions of this Letter of Credit, after 12:00 noon (New York
City time), in the case of a Regular Drawing, a Redemption Drawing or a Tender Drawing, on
any business day on or before the Cancellation Date, we will honor such certificate(s) at or
before 2:00 P.M. (New York City time) on the next succeeding business day. Payment under
this Letter of Credit will be made by wire transfer of Federal Funds to your account with any
bank that is a member of the Federal Reserve System. All payments made by us under this
Letter of Credit will be made with our own funds and not with any funds of the Company, its
affiliates or the Issuer. As used herein, “business day” means a day except a Saturday, Sunday
or other day (i) on which banking institutions in the city or cities in which the designated office
under the Indenture of the Trustee, the remarketing agent under the Indenture or the paying agent
under the Indenture or the office of the Bank which will honor draws upon this Letter of Credit
are located are required or authorized by law or executive order to close or are closed, or (ii) on
which the New York Stock Exchange, the Company or remarketing agent under the Indenture is
closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.

Exhibit A
Page 5 of 15
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture and is the final
Drawing under the Letter of Credit. Upon the honoring of this Certificate, the Letter of
Credit will expire in accordance with its terms. The original of the Letter of Credit,
together with all amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
either Section 3.02(a)(iii) or 3.02(a)(iv) of the Indenture but only if no further draws under the Letter of Credit are
required pursuant to the Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Bank of Nova
Scotia (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms defined
in the Letter of Credit and used but not defined herein shall have the meanings given them in the
Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 48 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Bank of Nova Scotia (the “Bank”), with
reference to Irrevocable Transferable Direct Pay Letter of Credit No. (the “Letter
of Credit”; the terms defined therein and not otherwise defined herein being used herein as
therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pursuant to the Indenture on __________ (the
“Conversion Date”), and accordingly, said Letter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

RE: The Bank of Nova Scotia, New York Agency Irrevocable Transferable Direct Pay
Letter of Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of September 1, 1992, as
amended and restated by a Third Supplemental Indenture, dated as of September 1, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as transferor
By:
Its:
[NAME OF TRANSFEREE], as transferee
By:
Its:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Amendment Sequence Number: _____

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE BANK OF NOVA SCOTIA, NEW YORK AGENCY

_________________________ __________________________________
Authorized Signature Authorized Signature

________________________________________ ________________________________________
Authorized Signer Authorized Signer

Exhibit B
Page 1 of 11

Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE BANK OF NOVA SCOTIA (the “Bank”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture referred to
below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $6,305,000 Sweetwater
County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992B (as amended, restated, supplemented or otherwise modified from time to time, the
“Reimbursement Agreement”), pursuant to which the Bank has agreed to issue the Letter of
Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as trustee (the
“Trustee”) under the Trust Indenture, dated as of September 1, 1992, as amended and restated by
a Third Supplemental Indenture, dated as of September 1, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming and the Trustee, for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the

Exhibit B
Page 2 of 11
Company to the Bank, whether now existing or hereafter arising, under or in respect of the
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first

Exhibit B
Page 3 of 11
Lien on, and a perfected first-priority security interest in, all right, title and interest of the
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company

Exhibit B
Page 4 of 11
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006
Attention: XXXX
Telecopy.: XXXX

Exhibit B
Page 7 of 11
with copies to:
Scotia Capital
GWS Corporate Loan Operations
720 Street West, 2nd Floor
Toronto, ON, M5V 2T3
Attention: XXXX
Telecopy No.: XXXX

and
The Bank of Nova Scotia
Global Banking and Markets
US Power & Utilities
40 King Street West, 55th floor
Toronto, Ontario, Canada M5H 1H1
Attention: XXXX
Telecopy No.: XXXX
Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.

Exhibit B
Page 8 of 11
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be a part of the “Reimbursement Agreement” for the purpose of
the Indenture, including, without limitation, Section 3.08 thereof.

[Signature pages follow]
S-1
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992B)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE BANK OF NOVA SCOTIA
By
Name:
Title:
S-2
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992B)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Bank of Nova Scotia / PacifiCorp Custodian Agreement Signature Page
($6,305,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1992B)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Bank of Nova Scotia, as the Bank under the Reimbursement
Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Bank of
Nova Scotia, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE BANK OF NOVA SCOTIA, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Bank of Nova Scotia, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 1
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
New York, New York 10006

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $6,305,000 aggregate
principal amount of Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project), Series 1992B, a copy of which is delivered herewith. In accordance with
Section 3.01(b) of that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, by and among PacifiCorp and The Bank of Nova Scotia, you may rely upon
said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries
None.

EXECUTION COPY
(REDACTED)
20485316

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE ROYAL BANK OF SCOTLAND PLC,

relating to

$50,000,000 Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1988A

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................11 
SECTION 2.01. The Letter of Credit ............................................................................ 11 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 14 
SECTION 2.12. Extension of the Stated Expiration Date.............................................14 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinions of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE ROYAL BANK OF SCOTLAND PLC (the “Bank”).
PRELIMINARY STATEMENTS
(1) Sweetwater County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of January 1, 1988 (as amended from time to
time in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and
The Bank of New York Mellon Trust Company, N.A. (successor to The First National Bank of
Chicago), as trustee (such entity, or its successor as trustee, being the “Trustee”),
U.S.$50,000,000 original aggregate principal amount of Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1988A (the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. , in favor of the Trustee in the stated amount of U.S.$54,832,877, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$50,000,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$4,832,877 shall support the payment of up to 294 days’ interest on the principal amount
of the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year
of 365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 87048T.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee” or the
“Principal Office of the Remarketing Agent” (each as defined in the Indenture) or the office of
the Bank which will honor draws upon the Letter of Credit are located are required or authorized
by law or executive order to close, or (ii) on which the New York Stock Exchange, the Company
or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$54,832,877 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“Official Statement” means the Preliminary Supplement, dated March 18, 2013, as
amended by the Supplement, dated March 21, 2013, to the Official Statement, dated January 14,
1988, together with any other supplements or amendments thereto and all documents
incorporated therein (or in any such supplements or amendments) by reference.
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
9

Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
10

such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
11

“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
12

Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at 600 Washington Boulevard, Stamford, Connecticut 06901, Attention: XXXX,
Telecopy: XXXX (or at such other address as shall be designated by the Bank in a written notice
to the Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
13

SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent or the Trustee on behalf of the Company, repay or prepay (as the
case may be) the then-outstanding Reimbursement Obligations (in the order in which they were
incurred) by paying to the Bank an amount equal to the sum of (i) the aggregate principal amount
of the Bonds remarketed plus (ii) all accrued interest on the principal amount of such
Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
14

Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
15

Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
16

transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
17

Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
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(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinions as Bond Counsel dated January 14, 1988 and March 26,
2013;
(ix) Copies of the Official Statement used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
19

(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A/A-1 and A3/P2, respectively, upon issuance of the Letter
of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
20

been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 88-029, Docket UF 4004 issued by the Public Utility Commission of Oregon on
January 11, 1988, Order No. 03-135, Docket UF 4195 issued by the Public Utility Commission
of Oregon on February 21, 2003, Order No. 21666, Case No. U-1046-163 issued by the Idaho
Public Utilities Commission on January 4th, 1988, Order 29201, Case No. PAC-E-03-1 issued by
the Idaho Public Utilities Commission on February 24, 2003, Order Granting Application,
Docket No. 87-1668-AS issued by the Washington Utilities and Transportation Commission on
January 8th, 1988, and Order No. 01, Docket No. UE-030077 issued by the Washington Utilities
and Transportation Commission on February 28th, 2003.
(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
21

any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
22

the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Official
Statement) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
23

(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Official Statement. Except for information contained in the Official Statement
furnished in writing by or on behalf of the Issuer, the Trustee, the Remarketing Agent or the
Bank specifically for inclusion therein, the Official Statement, and any supplement or “sticker”
thereto, are accurate in all material respects for the purposes for which their use shall be
authorized; and the Official Statement and any supplement or “sticker” thereto, when read
together as a whole, does not, as of the date of the Official Statement or such supplement or
“sticker,” contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements made therein, in the light of the circumstances under which
they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
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So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
25

reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
26

income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
27

upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
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consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes on the Bonds to a fixed interest rate mode resulting in
a redemption or purchase of the Bonds under the Indenture, unless (i) the Company has
deposited with the Bank or the Trustee an amount equal to the principal of, premium, if any, and
interest on the Bonds on the date of such redemption or purchase, or (ii) any notice of such
redemption or purchase or change in the applicable interest mode is conditional upon receipt by
the Trustee on or prior to the date fixed for the applicable redemption or purchase of funds (other
than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if any,
and interest on the Bonds on the date of such redemption or purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
waiver under) any provision of the Indenture that would (i) directly affect the rights or
29

obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Official Statement. So long as the Letter of Credit shall remain outstanding, refer
to the Bank in the Official Statement with respect to the Bonds or make any changes in reference
to the Bank in any revision, amendment or supplement without the prior consent of the Bank, or
revise, amend or supplement the Official Statement without providing a copy of such revision,
amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
30

(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
31

(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 9.01(d) of the Indenture, not
later than the ninth Business Day following the honoring of a drawing under the Letter of Credit
to pay interest on the Bonds, that the Bank has not been reimbursed for such drawing and/or (B)
as provided in Section 9.01(e) of the Indenture, and to declare the principal of all Bonds then
outstanding to be immediately due and payable, (iii) declare the principal amount of all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
under any other Credit Document or in respect hereof or thereof to be forthwith due and payable,
whereupon all such principal, interest and all such other amounts shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company, and (iv) in addition to other rights and
remedies provided for herein or in the Custodian Agreement or otherwise available to the Bank,
as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a secured
party on default under the Uniform Commercial Code in effect in the State of New York at that
time; provided that, if an Event of Default described in Section 6.01(g) shall have occurred or an
32

Event of Default described in Section 6.01(i) shall have occurred, automatically, (x) the
obligation of the Bank hereunder to issue the Letter of Credit shall terminate, (y) all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
under any other Credit Document or in respect hereof or thereof shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company and (z) the Bank shall give the notice to the
Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
33

SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Official
Statement or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Official Statement (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
34

Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee and any other beneficiary or transferee of the Letter of Credit with
respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers or directors,
shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or any
acts or omissions of the Trustee and any other beneficiary or transferee in connection therewith;
(b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient, fraudulent or
forged; (c) payment by the Bank against presentation of documents which do not comply with
the terms of the Letter of Credit, including failure of any documents to bear any reference or
adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making
or failing to make payment under the Letter of Credit, except that the Company shall have a
claim against the Bank and the Bank shall be liable to the Company, to the extent of any direct,
as opposed to consequential, damages suffered by the Company which the Company proves, in a
court of competent jurisdiction by final and nonappealable judgment, were caused by (i) the
Bank’s willful misconduct or gross negligence in determining whether documents presented
under the Letter of Credit are genuine or comply with the terms of the Letter of Credit or (ii) the
Bank’s willful or grossly negligent failure to make lawful payment under the Letter of Credit
after the presentation to it by the Trustee under the Indenture of a certificate strictly complying
with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the
foregoing, the Bank may accept original or facsimile (including telecopy) certificates presented
under the Letter of Credit that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
35

waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
36

with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
or under any other Credit Document including, without limitation, the right to approve any
37

amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
demand the Bank to assign its Commitment and Reimbursement Obligations under this
38

subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
39

SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 54,832,877.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you (successor to The First National Bank of Chicago), as
Trustee for the benefit of the Bondholders referred to therein, pursuant to which USD
50,000,000.00 in aggregate principal amount of the Issuer’s Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988A (the “Bonds”) were
issued. This Letter of Credit is only available to be drawn upon with respect to Bonds bearing
interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 54,832,877.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the

Exhibit A
Page 2 of 15
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a fixed interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 54,832,877.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 50,000,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 4,832,877.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 294 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04,
3.05 or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us not later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 294 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, Letter of Credit Department (or at
any other office which may be designated by us by written notice delivered to you at least 15
days prior to the applicable date of Drawing) (the “Bank’s Office”). The certificates you are
required to submit to us may be submitted to us by facsimile transmission to the following

Exhibit A
Page 4 of 15
numbers: XXXX, or any other facsimile number(s) which may be designated by us by written
notice delivered to you at least 15 days prior to the applicable date of Drawing. You shall use
your best efforts to confirm such notice of a Drawing by telephone to one of the following
numbers (or any other telephone number which may be designated by us by written notice
delivered to you at least 15 days prior to the applicable date of Drawing): XXXX or XXXX, but
such telephonic notice shall not be a condition to a Drawing hereunder. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (New York City time), on a business day on or before the Cancellation Date,
we will honor such Drawing(s) at or before 2:30 P.M. (New York City time), on the same
business day, in accordance with your payment instructions; provided, however, that you will use
your best efforts to give us telephonic notification of any such pending presentation to the
telephone numbers designated above, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding business day. If we receive your certificate(s) at such
office, all in strict conformity with the terms and conditions of this Letter of Credit (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 P.M. (New York City time)
on the next succeeding business day. Payment under this Letter of Credit will be made by wire
transfer of Federal Funds to your account with any bank that is a member of the Federal Reserve
System. All payments made by us under this Letter of Credit will be made with our own funds
and not with any funds of the Company, its affiliates or the Issuer. As used herein, “business
day” means a day except a Saturday, Sunday or other day (i) on which banking institutions in the
city or cities in which the designated office under the Indenture of the Trustee, the remarketing
agent under the Indenture or the paying agent under the Indenture or the office of the Bank
which will honor draws upon this Letter of Credit are located are required or authorized by law
or executive order to close or are closed, or (ii) on which the New York Stock Exchange, the
Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with

Exhibit A
Page 5 of 15
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in
accordance with its terms. The original of the Letter of Credit, together with all
amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 294
days’ interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc
(the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
fixed interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:
[NAME OF TRANSFEREE], as transferee
By:
Title:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

Exhibit B
Page 1 of 11

Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE ROYAL BANK OF SCOTLAND PLC (the “Bank”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture
referred to below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $50,000,000 Sweetwater
County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988A (as amended, restated, supplemented or otherwise modified
from time to time, the “Reimbursement Agreement”), pursuant to which the Bank has agreed to
issue the Letter of Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as
trustee (the “Trustee”) under the Trust Indenture, dated as of January 1, 1988 (as amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and the Trustee (successor trustee to The First National Bank of
Chicago), for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the

Exhibit B
Page 2 of 11
Company to the Bank, whether now existing or hereafter arising, under or in respect of the
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first

Exhibit B
Page 3 of 11
Lien on, and a perfected first-priority security interest in, all right, title and interest of the
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company

Exhibit B
Page 4 of 11
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy.: XXXX
with copies to:
The Royal Bank of Scotland plc

Exhibit B
Page 7 of 11
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy No.: XXXX

Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.

Exhibit B
Page 8 of 11
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Pledge Agreement for Purposes of Indenture. This Agreement
shall be deemed to be the “Pledge Agreement” for the purpose of the Indenture.

[Signature pages follow]
S-1
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($50,000,000 Sweetwater County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988A)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE ROYAL BANK OF SCOTLAND PLC
By
Name:
Title:
S-2
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($50,000,000 Sweetwater County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988A)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($50,000,000 Sweetwater County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988A)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Royal Bank of Scotland plc, as the Bank under the
Reimbursement Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Royal
Bank of Scotland plc, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE ROYAL BANK OF SCOTLAND PLC, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Royal Bank of Scotland plc, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 3
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901
Re: $50,000,000
Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project)
Series 1988A (the “Bonds”)
Ladies and Gentlemen:
In connection with the remarketing and delivery of the Bonds on the date hereof, you
have requested our permission to rely upon our approving opinion of bond counsel, dated
January 14, 1988 (the “Opinion”), rendered in connection with the issuance of the
above-captioned Bonds, a copy of which is attached hereto. The Bonds were issued pursuant to
a Trust Indenture, dated as of January 1, 1988 (the “Indenture”), between Sweetwater County,
Wyoming (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as successor
trustee. Terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
This will confirm that you are entitled to rely upon the Opinion, as of its date, as if it
were specifically addressed to you.
We have not been requested, nor have we undertaken, to make an independent
investigation to confirm that the Company and the Issuer have complied with the provisions of
the Indenture, the Loan Agreement, the Tax Certificate and other documents relating to the
Bonds, or to review any other events that may have occurred since we rendered such approving
opinion other than as specifically described in the opinions that we rendered in connection with
(a) the issuance and delivery of an Alternate Credit Facility, described in our opinion dated April
24, 2002, (b) the delivery of an Alternate Credit Facility, described in our opinion dated
September 15, 2004, (c) the delivery of the amendment to an earlier Alternate Credit Facility,
described in our opinion dated November 30, 2005, (d) the delivery of an Alternate Credit

Exhibit E
Page 2 of 3
Facility, described in our opinion dated May 16, 2012 and (f) the delivery of the Irrevocable
Transferable Direct Pay Letter of Credit issued by The Royal Bank of Scotland plc delivered on
the date hereof.
Please be advised that this reliance letter is not intended to re-affirm the statements made
in the Opinion as of the date hereof. The Opinion is dated January 14, 1988, and speaks only as
of its date. Except as described above, we have not undertaken to verify any of the matters set
forth therein subsequent to the issuance of the Opinion, and we have assumed no obligation to
revise or supplement the Opinion to reflect any facts or circumstances occurring after the date of
the Opinion or any changes in law that may occur after the date of the Opinion.
In rendering the Opinion, we relied upon certifications of the Issuer and the Company
with respect to certain material facts solely within the Issuer’s and the Company’s knowledge.
The Opinion represents, as of its date, our legal judgment based upon our review of the law and
the facts that we deemed relevant to render such Opinion, and was and is not a guarantee of a
result. The Opinion was given as of its date and we assumed no obligation to revise or
supplement the Opinion to reflect any facts or circumstances that thereafter have come or may
come to our attention or any changes in law that thereafter have occurred or may occur.
Respectfully submitted,
RDBjerke/mo

Exhibit E
Page 3 of 3
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $50,000,000 aggregate
principal amount of Sweetwater County, Wyoming Customized Purchase Pollution Control
Revenue Refunding Bonds (PacifiCorp Project), Series 1988A, a copy of which is delivered
herewith. In accordance with Section 3.01(b) of that certain Letter of Credit and Reimbursement
Agreement, dated as of March 26, 2013, by and among PacifiCorp and The Royal Bank of
Scotland plc, you may rely upon said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries

None.

EXECUTION COPY
(REDACTED)
20485428

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE ROYAL BANK OF SCOTLAND PLC,

relating to

$11,500,000 Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1988B

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................11 
SECTION 2.01. The Letter of Credit ............................................................................ 11 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 14 
SECTION 2.12. Extension of the Stated Expiration Date.............................................14 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinions of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE ROYAL BANK OF SCOTLAND PLC (the “Bank”).
PRELIMINARY STATEMENTS
(1) Sweetwater County, Wyoming (the “Issuer”) has caused to be issued, sold and
delivered, pursuant to a Trust Indenture, dated as of January 1, 1988 (as amended from time to
time in accordance with the terms thereof and hereof, the “Indenture”), between the Issuer and
The Bank of New York Mellon Trust Company, N.A. (successor to The First National Bank of
Chicago), as trustee (such entity, or its successor as trustee, being the “Trustee”),
U.S.$11,500,000 original aggregate principal amount of Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series
1988B (the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. , in favor of the Trustee in the stated amount of U.S.$11,745,754, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$11,500,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$245,754 shall support the payment of up to 65 days’ interest on the principal amount of
the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year of
365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 870487BL8.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee” or the
“Principal Office of the Remarketing Agent” (each as defined in the Indenture) or the office of
the Bank which will honor draws upon the Letter of Credit are located are required or authorized
by law or executive order to close, or (ii) on which the New York Stock Exchange, the Company
or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$11,745,754 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“Official Statement” means the Preliminary Supplement, dated March 18, 2013, as
amended by the Supplement, dated March 21, 2013, to the Official Statement, dated January 14,
1988, together with any other supplements or amendments thereto and all documents
incorporated therein (or in any such supplements or amendments) by reference.
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
9

Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
10

such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
11

“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
12

Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at 600 Washington Boulevard, Stamford, Connecticut 06901, Attention: XXXX,
Telecopy: XXXX (or at such other address as shall be designated by the Bank in a written notice
to the Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
13

SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent or the Trustee on behalf of the Company, repay or prepay (as the
case may be) the then-outstanding Reimbursement Obligations (in the order in which they were
incurred) by paying to the Bank an amount equal to the sum of (i) the aggregate principal amount
of the Bonds remarketed plus (ii) all accrued interest on the principal amount of such
Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
14

Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
15

Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
16

transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
17

Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
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(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinions as Bond Counsel dated January 14, 1988 and March 26,
2013;
(ix) Copies of the Official Statement used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
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(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A/A-1 and A3/P2, respectively, upon issuance of the Letter
of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
20

been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 88-029, Docket UF 4004 issued by the Public Utility Commission of Oregon on
January 11, 1988, Order No. 03-135, Docket UF 4195 issued by the Public Utility Commission
of Oregon on February 21, 2003, Order No. 21666, Case No. U-1046-163 issued by the Idaho
Public Utilities Commission on January 4th, 1988, Order 29201, Case No. PAC-E-03-1 issued by
the Idaho Public Utilities Commission on February 24, 2003, Order Granting Application,
Docket No. 87-1668-AS issued by the Washington Utilities and Transportation Commission on
January 8th, 1988, and Order No. 01, Docket No. UE-030077 issued by the Washington Utilities
and Transportation Commission on February 28th, 2003.
(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
21

any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
22

the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Official
Statement) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
23

(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Official Statement. Except for information contained in the Official Statement
furnished in writing by or on behalf of the Issuer, the Trustee, the Remarketing Agent or the
Bank specifically for inclusion therein, the Official Statement, and any supplement or “sticker”
thereto, are accurate in all material respects for the purposes for which their use shall be
authorized; and the Official Statement and any supplement or “sticker” thereto, when read
together as a whole, does not, as of the date of the Official Statement or such supplement or
“sticker,” contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements made therein, in the light of the circumstances under which
they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
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So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
25

reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
26

income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
27

upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
28

consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes on the Bonds to a fixed interest rate mode resulting in
a redemption or purchase of the Bonds under the Indenture, unless (i) the Company has
deposited with the Bank or the Trustee an amount equal to the principal of, premium, if any, and
interest on the Bonds on the date of such redemption or purchase, or (ii) any notice of such
redemption or purchase or change in the applicable interest mode is conditional upon receipt by
the Trustee on or prior to the date fixed for the applicable redemption or purchase of funds (other
than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if any,
and interest on the Bonds on the date of such redemption or purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
waiver under) any provision of the Indenture that would (i) directly affect the rights or
29

obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Official Statement. So long as the Letter of Credit shall remain outstanding, refer
to the Bank in the Official Statement with respect to the Bonds or make any changes in reference
to the Bank in any revision, amendment or supplement without the prior consent of the Bank, or
revise, amend or supplement the Official Statement without providing a copy of such revision,
amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
30

(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
31

(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 9.01(d) of the Indenture, not
later than the ninth Business Day following the honoring of a drawing under the Letter of Credit
to pay interest on the Bonds, that the Bank has not been reimbursed for such drawing and/or (B)
as provided in Section 9.01(e) of the Indenture, and to declare the principal of all Bonds then
outstanding to be immediately due and payable, (iii) declare the principal amount of all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
under any other Credit Document or in respect hereof or thereof to be forthwith due and payable,
whereupon all such principal, interest and all such other amounts shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company, and (iv) in addition to other rights and
remedies provided for herein or in the Custodian Agreement or otherwise available to the Bank,
as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a secured
party on default under the Uniform Commercial Code in effect in the State of New York at that
time; provided that, if an Event of Default described in Section 6.01(g) shall have occurred or an
32

Event of Default described in Section 6.01(i) shall have occurred, automatically, (x) the
obligation of the Bank hereunder to issue the Letter of Credit shall terminate, (y) all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
under any other Credit Document or in respect hereof or thereof shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company and (z) the Bank shall give the notice to the
Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
33

SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Official
Statement or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Official Statement (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
34

Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee and any other beneficiary or transferee of the Letter of Credit with
respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers or directors,
shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or any
acts or omissions of the Trustee and any other beneficiary or transferee in connection therewith;
(b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient, fraudulent or
forged; (c) payment by the Bank against presentation of documents which do not comply with
the terms of the Letter of Credit, including failure of any documents to bear any reference or
adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making
or failing to make payment under the Letter of Credit, except that the Company shall have a
claim against the Bank and the Bank shall be liable to the Company, to the extent of any direct,
as opposed to consequential, damages suffered by the Company which the Company proves, in a
court of competent jurisdiction by final and nonappealable judgment, were caused by (i) the
Bank’s willful misconduct or gross negligence in determining whether documents presented
under the Letter of Credit are genuine or comply with the terms of the Letter of Credit or (ii) the
Bank’s willful or grossly negligent failure to make lawful payment under the Letter of Credit
after the presentation to it by the Trustee under the Indenture of a certificate strictly complying
with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the
foregoing, the Bank may accept original or facsimile (including telecopy) certificates presented
under the Letter of Credit that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
35

waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
36

with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
or under any other Credit Document including, without limitation, the right to approve any
37

amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
demand the Bank to assign its Commitment and Reimbursement Obligations under this
38

subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
39

SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 11,745,754.00
Expiration Date: January 23, 2014

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between Sweetwater
County, Wyoming (the “Issuer”) and you (successor to The First National Bank of Chicago), as
Trustee for the benefit of the Bondholders referred to therein, pursuant to which USD
11,500,000.00 in aggregate principal amount of the Issuer’s Customized Purchase Pollution
Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988B (the “Bonds”) were
issued. This Letter of Credit is only available to be drawn upon with respect to Bonds bearing
interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of Credit is
in the total amount of USD 11,745,754.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) January 23, 2014, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the

Exhibit A
Page 2 of 15
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a fixed interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 11,745,754.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 11,500,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 245,754.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04,
3.05 or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us not later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 65 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, Letter of Credit Department (or at
any other office which may be designated by us by written notice delivered to you at least 15
days prior to the applicable date of Drawing) (the “Bank’s Office”). The certificates you are
required to submit to us may be submitted to us by facsimile transmission to the following

Exhibit A
Page 4 of 15
numbers: XXXX, or any other facsimile number(s) which may be designated by us by written
notice delivered to you at least 15 days prior to the applicable date of Drawing. You shall use
your best efforts to confirm such notice of a Drawing by telephone to one of the following
numbers (or any other telephone number which may be designated by us by written notice
delivered to you at least 15 days prior to the applicable date of Drawing): XXXX or XXXX, but
such telephonic notice shall not be a condition to a Drawing hereunder. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (New York City time), on a business day on or before the Cancellation Date,
we will honor such Drawing(s) at or before 2:30 P.M. (New York City time), on the same
business day, in accordance with your payment instructions; provided, however, that you will use
your best efforts to give us telephonic notification of any such pending presentation to the
telephone numbers designated above, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding business day. If we receive your certificate(s) at such
office, all in strict conformity with the terms and conditions of this Letter of Credit (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 P.M. (New York City time)
on the next succeeding business day. Payment under this Letter of Credit will be made by wire
transfer of Federal Funds to your account with any bank that is a member of the Federal Reserve
System. All payments made by us under this Letter of Credit will be made with our own funds
and not with any funds of the Company, its affiliates or the Issuer. As used herein, “business
day” means a day except a Saturday, Sunday or other day (i) on which banking institutions in the
city or cities in which the designated office under the Indenture of the Trustee, the remarketing
agent under the Indenture or the paying agent under the Indenture or the office of the Bank
which will honor draws upon this Letter of Credit are located are required or authorized by law
or executive order to close or are closed, or (ii) on which the New York Stock Exchange, the
Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with

Exhibit A
Page 5 of 15
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in
accordance with its terms. The original of the Letter of Credit, together with all
amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 65 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc
(the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
fixed interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Its:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and The Bank of New York Mellon Trust Company, N.A., is
named as beneficiary in the Letter of Credit referred to above (the “Letter of Credit”). The
transferee named below has succeeded the undersigned as Trustee under the Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.
14
Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Its:
[NAME OF TRANSFEREE], as transferee
By:
Its:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

Exhibit B
Page 1 of 11

Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE ROYAL BANK OF SCOTLAND PLC (the “Bank”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture
referred to below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $11,500,000 Sweetwater
County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988B (as amended, restated, supplemented or otherwise modified
from time to time, the “Reimbursement Agreement”), pursuant to which the Bank has agreed to
issue the Letter of Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as
trustee (the “Trustee”) under the Trust Indenture, dated as of January 1, 1988 (as amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), between
Sweetwater County, Wyoming and the Trustee (successor trustee to The First National Bank of
Chicago), for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the

Exhibit B
Page 2 of 11
Company to the Bank, whether now existing or hereafter arising, under or in respect of the
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first

Exhibit B
Page 3 of 11
Lien on, and a perfected first-priority security interest in, all right, title and interest of the
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company

Exhibit B
Page 4 of 11
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy.: XXXX
with copies to:
The Royal Bank of Scotland plc

Exhibit B
Page 7 of 11
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy No.: XXXX

Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.

Exhibit B
Page 8 of 11
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Pledge Agreement for Purposes of Indenture. This Agreement
shall be deemed to be the “Pledge Agreement” for the purpose of the Indenture.

[Signature pages follow]
S-1
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($11,500,000 Sweetwater County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988B)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE ROYAL BANK OF SCOTLAND PLC
By
Name:
Title:
S-2
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($11,500,000 Sweetwater County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988B)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($11,500,000 Sweetwater County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988B)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Royal Bank of Scotland plc, as the Bank under the
Reimbursement Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Royal
Bank of Scotland plc, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE ROYAL BANK OF SCOTLAND PLC, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Royal Bank of Scotland plc, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 3
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901
Re: $11,500,000
Sweetwater County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project)
Series 1988B (the “Bonds”)
Ladies and Gentlemen:
In connection with the remarketing and delivery of the Bonds on the date hereof, you
have requested our permission to rely upon our approving opinion of bond counsel, dated
January 14, 1988 (the “Opinion”), rendered in connection with the issuance of the
above-captioned Bonds, a copy of which is attached hereto. The Bonds were issued pursuant to
a Trust Indenture, dated as of January 1, 1988 (the “Indenture”), between Sweetwater County,
Wyoming (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., as successor
trustee. Terms used herein denoted by initial capitals and not otherwise defined shall have the
meanings specified in the Indenture.
This will confirm that you are entitled to rely upon the Opinion, as of its date, as if it
were specifically addressed to you.
We have not been requested, nor have we undertaken, to make an independent
investigation to confirm that the Company and the Issuer have complied with the provisions of
the Indenture, the Loan Agreement, the Tax Certificate and other documents relating to the
Bonds, or to review any other events that may have occurred since we rendered such approving
opinion other than as specifically described in the opinions that we rendered in connection with
(a) the conversion of the interest rate on the Bonds from a CP Rate to a Daily Interest Rate,
described in our opinion dated January 26, 1996 and our opinion dated February 28, 1996, and
(b) the issuance and delivery of an Alternate Credit Facility, described in our opinion dated
August 23, 2001, (c) the delivery of an Alternate Credit Facility, described in our opinion dated

Exhibit E
Page 2 of 3
September 15, 2004, (d) the delivery of the amendment to an earlier Alternate Credit Facility,
described in our opinion dated November 30, 2005, (e) the delivery of an Alternate Credit
Facility, described in our opinion dated May 16, 2012 and (f) the delivery of the Irrevocable
Transferable Direct Pay Letter of Credit issued by The Royal Bank of Scotland plc and delivered
on the date hereof.
Please be advised that this reliance letter is not intended to re-affirm the statements made
in the Opinion as of the date hereof. The Opinion is dated January 14, 1988, and speaks only as
of its date. Except as described above, we have not undertaken to verify any of the matters set
forth therein subsequent to the issuance of the Opinion, and we have assumed no obligation to
revise or supplement the Opinion to reflect any facts or circumstances occurring after the date of
the Opinion or any changes in law that may occur after the date of the Opinion.
In rendering the Opinion, we relied upon certifications of the Issuer and the Company
with respect to certain material facts solely within the Issuer’s and the Company’s knowledge.
The Opinion represents, as of its date, our legal judgment based upon our review of the law and
the facts that we deemed relevant to render such Opinion, and was and is not a guarantee of a
result. The Opinion was given as of its date and we assumed no obligation to revise or
supplement the Opinion to reflect any facts or circumstances that thereafter have come or may
come to our attention or any changes in law that thereafter have occurred or may occur.
Respectfully submitted,
RDBjerke/mo

Exhibit E
Page 3 of 3
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $11,500,000 aggregate
principal amount of Sweetwater County, Wyoming Customized Purchase Pollution Control
Revenue Refunding Bonds (PacifiCorp Project), Series 1988B, a copy of which is delivered
herewith. In accordance with Section 3.01(b) of that certain Letter of Credit and Reimbursement
Agreement, dated as of March 26, 2013, by and among PacifiCorp and The Royal Bank of
Scotland plc, you may rely upon said opinion with the same effect as though addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries

None.

EXECUTION COPY
(REDACTED)
20472390

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
Dated as of March 26, 2013

between

PACIFICORP

and

THE ROYAL BANK OF SCOTLAND PLC,

relating to

$41,200,000 City of Gillette, Campbell County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp Project)
Series 1988

i
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS .......................................................................................................... 1 
SECTION 1.01. Certain Defined Terms..........................................................................1 
SECTION 1.02. Computation of Time Periods.............................................................11 
SECTION 1.03. Accounting Terms...............................................................................11 
SECTION 1.04. Internal References ............................................................................. 11 
ARTICLE II. AMOUNT AND TERMS OF THE LETTER OF CREDIT..................................11 
SECTION 2.01. The Letter of Credit ............................................................................ 11 
SECTION 2.02. Issuing the Letter of Credit; Termination. ..........................................12 
SECTION 2.03. Fees in Respect of the Letter of Credit ............................................... 12 
SECTION 2.04. Reimbursement Obligations................................................................12 
SECTION 2.05. Interest Rates....................................................................................... 13 
SECTION 2.06. Prepayments........................................................................................13 
SECTION 2.07. Yield Protection.................................................................................. 13 
SECTION 2.08. Changes in Capital Adequacy Regulations.........................................14 
SECTION 2.09. Payments and Computations...............................................................14 
SECTION 2.10. Non-Business Days............................................................................. 14 
SECTION 2.11. Source of Funds .................................................................................. 14 
SECTION 2.12. Extension of the Stated Expiration Date.............................................14 
SECTION 2.13. Amendments Upon Extension ............................................................15 
SECTION 2.14. Evidence of Debt................................................................................. 15 
SECTION 2.15. Obligations Absolute ..........................................................................15 
SECTION 2.16. Taxes................................................................................................... 16 
ARTICLE III. CONDITIONS PRECEDENT..............................................................................17 
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit ...................17 
SECTION 3.02. Additional Conditions Precedent to Issuance of the
Letter of Credit and Amendment of the Letter of Credit....................19 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES ....................................................20 
SECTION 4.01. Representations and Warranties of the Company...............................20 
ARTICLE V. COVENANTS OF THE COMPANY....................................................................23 
SECTION 5.01. Affirmative Covenants........................................................................23 
SECTION 5.02. Debt to Capitalization Ratio................................................................ 27 
SECTION 5.03. Negative Covenants............................................................................ 27 
ARTICLE VI. EVENTS OF DEFAULT......................................................................................29 

ii
SECTION 6.01. Events of Default ................................................................................ 29 
SECTION 6.02. Upon an Event of Default ................................................................... 31 
ARTICLE VII. MISCELLANEOUS............................................................................................32 
SECTION 7.01. Amendments, Etc................................................................................32 
SECTION 7.02. Notices, Etc......................................................................................... 32 
SECTION 7.03. No Waiver, Remedies.........................................................................33 
SECTION 7.04. Set-off ................................................................................................. 33 
SECTION 7.05. Indemnification...................................................................................33 
SECTION 7.06. Liability of the Bank........................................................................... 34 
SECTION 7.07. Costs, Expenses and Taxes................................................................. 34 
SECTION 7.08. Binding Effect..................................................................................... 35 
SECTION 7.09. Assignments and Participation............................................................35 
SECTION 7.10. Severability.........................................................................................38 
SECTION 7.11. GOVERNING LAW...........................................................................38 
SECTION 7.12. Headings ............................................................................................. 38 
SECTION 7.13. Submission To Jurisdiction; Waivers .................................................38 
SECTION 7.14. Acknowledgments...............................................................................39 
SECTION 7.15. WAIVERS OF JURY TRIAL ............................................................39 
SECTION 7.16. Execution in Counterparts...................................................................39 
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture.......................39 
SECTION 7.18. USA PATRIOT Act............................................................................39 

iii

EXHIBITS
Exhibit A - Form of Letter of Credit
Exhibit B - Form of Custodian Agreement
Exhibit C - Form of Assignment and Assumption Agreement
Exhibit D - Form of Opinion of Paul J. Leighton, Esq., Counsel to the
Company
Exhibit E - Form of Reliance Letter of Chapman and Cutler LLP regarding
Opinions of Bond Counsel

SCHEDULES
Schedule I - List of Material Subsidiaries

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of
March 26, 2013, between:
(i) PACIFICORP, an Oregon corporation (the “Company”); and
(ii) THE ROYAL BANK OF SCOTLAND PLC (the “Bank”).
PRELIMINARY STATEMENTS
(1) City of Gillette, Campbell County, Wyoming (the “Issuer”) has caused to be
issued, sold and delivered, pursuant to a Trust Indenture, dated as of January 1, 1988 (as
amended from time to time in accordance with the terms thereof and hereof, the “Indenture”),
between the Issuer and The Bank of New York Mellon Trust Company, N.A. (successor to The
First National Bank of Chicago), as trustee (such entity, or its successor as trustee, being the
“Trustee”), U.S.$41,200,000 original aggregate principal amount of City of Gillette, Campbell
County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988 (the “Bonds”) to various purchasers.
(2) The Company has requested that the Bank issue, and the Bank agrees to issue, on
the terms and conditions set forth in this Agreement, its Irrevocable Transferable Letter of Credit
No. , in favor of the Trustee in the stated amount of U.S.$42,080,439, a form of
which is attached hereto as Exhibit A (such letter of credit, as it may from time to time be
extended or amended pursuant to the terms of this Agreement (as defined below), the “Letter of
Credit”), of which (i) U.S.$41,200,000 shall support the payment of principal of the Bonds, and
(ii) U.S.$880,439 shall support the payment of up to 65 days’ interest on the principal amount of
the Bonds computed at a maximum rate of 12.0% per annum (calculated on the basis of a year of
365 days for the actual days elapsed).
NOW, THEREFORE, in consideration of the premises and in order to induce the Bank to
issue and maintain the Letter of Credit as provided herein, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
“2012 Annual Report” means the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2012 as filed with the SEC.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls,
is controlled by or is under common control with such Person or is a director or officer of such
Person.
2

“Agreement” means this Letter of Credit and Reimbursement Agreement, as it may be
amended, supplemented or otherwise modified in accordance with the terms hereof at any time
and from time to time.
“Applicable Booking Office” means with respect to the Bank, the office of the Bank
specified as such below its name on its signature page hereto or, as to any Bank Assignee, the
office specified in the Assignment and Acceptance pursuant to which it became a Bank, or such
other office of such Bank as such Bank may from time to time specify to the Company.
“Applicable Law” means (i) all applicable common law and principles of equity and (ii)
all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all
Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments
and decrees of all courts (whether at law or in equity or admiralty) and arbitrators.
“Applicable Margin” means an interest rate equal to XXXX% per annum.
“Assignment and Assumption” means an Assignment and Assumption Agreement,
substantially in the form of Exhibit C attached hereto, entered into by and between Bank and a
Bank Assignee as provided in Section 7.09 of this Agreement.
“Bank” has the meaning assigned to that term in the preamble hereto, and includes its
successors and permitted assigns.
“Bank Assignee” has the meaning assigned to that term in Section 7.09(a).
“Bank Bond CUSIP Number” means, with respect to any Bond that becomes a Pledged
Bond (as defined in the Indenture), 375902AG8.
“Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i)
the Prime Rate for such day, (ii) the sum of the Federal Funds Rate for such day plus 0.50% per
annum and (iii) One-Month LIBOR for such day plus 1% per annum.
“Bonds” has the meaning assigned to that term in the Preliminary Statements hereto.
“Business Day” means a day except a Saturday, Sunday or other day (i) on which
banking institutions in the city or cities in which the “Principal Office of the Trustee” or the
“Principal Office of the Remarketing Agent” (each as defined in the Indenture) or the office of
the Bank which will honor draws upon the Letter of Credit are located are required or authorized
by law or executive order to close, or (ii) on which the New York Stock Exchange, the Company
or the Remarketing Agent is closed.
“Cancellation Date” has the meaning assigned to that term in the Letter of Credit.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (i) the adoption of any law, rule, regulation or treaty, (ii) any change in any law, rule,
regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (iii) the making or issuance of any request, rule, guideline or
directive (whether or not having the force of law) by any Governmental Authority; provided that
3

notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives (whether or not having
the force of law) thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives (whether or not having the force of law) promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.
“Change of Control” has the meaning specified in Section 6.01(i).
“Commitment” means, as to the Bank, the obligation of the Bank to issue and maintain
the Letter of Credit in a face amount not to exceed U.S.$42,080,439 (as such amount may be
amended in connection with an assignment pursuant to Section 7.09 of this Agreement), and as
to any Bank Assignee and participant, its proportionate share of the Bank’s obligations under the
Letter of Credit and this Agreement as set forth in its assignment or participation documents.
“Company” has the meaning assigned to that term in the preamble hereto.
“Consolidated Assets” means, on any date of determination, the total of all assets
(including revaluations thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of the Company and its Consolidated
Subsidiaries most recently delivered to the Bank pursuant to Section 5.01(h) as of such date of
determination.
“Consolidated Capital” means the sum (without duplication) of (i) Consolidated Debt of
the Company (without giving effect to the proviso in the definition of Consolidated Debt) and
(ii) consolidated equity of all classes (whether common, preferred, mandatorily convertible
preferred or preference) of the Company.
“Consolidated Debt” of the Company means the total principal amount of all Debt of the
Company and its Consolidated Subsidiaries; provided that Guaranties of Debt shall not be
included in such total principal amount.
“Consolidated Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such first Person in its
consolidated financial statements in accordance with GAAP.
“Credit Documents” means this Agreement, the Custodian Agreement, the Fee Letter
and any and all other instruments and documents executed and delivered by the Company in
connection with any of the foregoing.
“Custodian” means The Bank of New York Mellon Trust Company, N.A., in its capacity
as Custodian under the Custodian Agreement, together with its successors and assigns in such
capacity.
4

“Custodian Agreement” means the Custodian and Pledge Agreement of even date
herewith among the Company, the Bank and the Custodian, substantially in the form of
Exhibit B attached hereto.
“Date of Issuance” means the date of issuance of the Letter of Credit.
“Debt” of any Person means, at any date, without duplication, (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person for the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course of such Person’s
business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases that have been, in
accordance with GAAP, recorded as capital leases, (v) all obligations of such Person in respect
of reimbursement agreements with respect to acceptances, letters of credit (other than trade
letters of credit) or similar extensions of credit, and (vi) all Guaranties. Solely for the purpose of
calculating compliance with the covenant in Section 5.02, Debt shall not include Debt of the
Company or its Consolidated Subsidiaries arising from the qualification of an arrangement as a
lease due to that arrangement conveying the right to use or to control the use of property, plant or
equipment under the application of the Financial Accounting Standards Board’s Accounting
Standards Codification Topic 840 – Leases paragraph 840-10-15-6, nor shall Debt include Debt
of any variable interest entity consolidated by the Company under the requirements of Topic 810
– Consolidation.
“Default” means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
“Default Rate” means a fluctuating interest rate equal to (i) in the case of any amount of
overdue principal with respect to any Reimbursement Obligation a rate per annum equal to the
Base Rate plus the Applicable Margin plus 2%, and (ii) in all other cases, 2% per annum above
the Base Rate in effect from time to time.
“Demanding Entity” has the meaning assigned to that term in Section 7.09(h) of this
Agreement.
“Dollars” and “$” means the lawful currency of the United States.
“Electronic Transmission” means a writing or other communication delivered by the
Company, to the Bank by e-mail transmission addressed to: XXXX (or to such other e-mail
address as the Bank may designate from time to time) and including, but not limited to,
documents and writings attached in Portable Document Format.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or
guidance relating to pollution or protection of the environment, health, safety or natural
resources, including, without limitation, those relating to the use, handling, transportation,
treatment, storage, disposal, release or discharge of Hazardous Materials.
5

“ERISA” means the Employee Retirement Income Security Act of 1974, and the
regulations promulgated and rulings issued thereunder, each as amended, modified and in effect
from time to time.
“ERISA Affiliate” means, with respect to any Person, each trade or business (whether or
not incorporated) that is considered to be a single employer with such entity within the meaning
of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.
“ERISA Event” means (i) any “reportable event,” as defined in Section 4043 of ERISA
with respect to a Pension Plan (other than an event as to which the PBGC has waived the
requirement of Section 4043(a) of ERISA that it be notified of such event); (ii) the failure to
make a required contribution to any Pension Plan that would result in the imposition of a lien or
other encumbrance or the provision of security under Section 430 of the Internal Revenue Code
or Section 303 or 4068 of ERISA, or there being or arising any “unpaid minimum required
contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section
4971 of the Internal Revenue Code or Part 3 of Subtitle B of Title I of ERISA), whether or not
waived, or the filing of any request for or receipt of a minimum funding waiver under Section
412 of the Internal Revenue Code with respect to any Pension Plan or Multiemployer Plan, or a
determination that any Pension Plan is, or is reasonably expected to be, in at-risk status under
Title IV of ERISA; (iii) the filing of a notice of intent to terminate any Pension Plan, if such
termination would require material additional contributions in order to be considered a standard
termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of
ERISA of a notice of intent to terminate any Pension Plan, or the termination of any Pension
Plan under Section 4041(c) of ERISA; (iv) the institution of proceedings, or the occurrence of an
event or condition that would reasonably be expected to constitute grounds for the institution of
proceedings by the PBGC, under Section 4042 of ERISA, for the termination of, or the
appointment of a trustee to administer, any Pension Plan; (v) the complete or partial withdrawal
of the Company or any of its ERISA Affiliates from a Multiemployer Plan, the reorganization or
insolvency under Title IV of ERISA of any Multiemployer Plan, or the receipt by the Company
or any of its ERISA Affiliates of any notice that a Multiemployer Plan is in endangered or
critical status under Section 305 of ERISA; (vi) the failure by the Company or any of its ERISA
Affiliates to comply with ERISA or the related provisions of the Internal Revenue Code with
respect to any Pension Plan; (vii) the Company or any of its ERISA Affiliates incurring any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); or (viii) the failure by the Company or any of its
Subsidiaries to comply with Applicable Law with respect to any Foreign Plan.
“Event of Default” has the meaning assigned to that term in Section 6.01.
“Extension Certificate” has the meaning assigned to that term in Section 2.12.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for each day during such period (or, if any such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upward to the nearest whole
6

multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the quotations for
each such day on such transactions received by the Bank from three Federal funds brokers of
recognized standing selected by the Bank in its sole discretion.
“Fee Letter” means the Fee Letter, dated as of March 26, 2013, between the Company
and the Bank, as amended, supplemented or otherwise modified from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor thereto.
“Foreign Plan” means any pension, profit-sharing, deferred compensation, or other
employee benefit plan, program or arrangement (other than a Pension Plan or a Multiemployer
Plan) maintained by any Subsidiary of the Company that, under applicable local foreign law, is
required to be funded through a trust or other funding vehicle.
“GAAP” means generally accepted accounting principles in the United States in effect
from time to time.
“Governmental Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any Governmental Authority.
“Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or
the European Central Bank).
“Guaranty” of any Person means (i) any obligation, contingent or otherwise, of such
Person to pay any Debt of any other Person and (ii) all reasonably quantifiable obligations of
such Person under indemnities or under support or capital contribution agreements, and other
reasonably quantifiable obligations (contingent or otherwise) to purchase or otherwise to assure a
creditor against loss in respect of, or to assure an obligee against loss in respect of, any Debt of
any other Person guaranteed directly or indirectly in any manner by such Person, or in effect
guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for
the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such
Debt against loss, (C) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such property is received
or such services are rendered) or (D) otherwise to assure a creditor against loss; provided that the
term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course
of business or the grant of a Lien in connection with Project Finance Debt.
“Hazardous Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials, polychlorinated
biphenyls and radon gas and (ii) any other chemicals, materials or substances designated,
classified or regulated as hazardous or toxic or as a pollutant or contaminant under any
Environmental Law.
7

“Indemnified Party” has the meaning assigned to that term in Section 7.05.
“Indenture” has the meaning assigned to that term in the Preliminary Statements hereto.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as
amended from time to time, and the applicable regulations thereunder.
“Issuer” has the meaning assigned to that term in the Preliminary Statements hereto.
“Letter of Credit” has the meaning assigned to that term in the Preliminary Statements.
“Lien” means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the lien or retained
security title of a conditional vendor and any easement, right of way or other encumbrance on
title to real property.
“Loan Agreement” has the meaning assigned to the term “Agreement” in the Indenture.
“Margin Regulations” means Regulations T, U and X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, financial condition, assets or liabilities (including, without limitation, contingent
liabilities) of the Company and its Subsidiaries, taken as a whole, (ii) the ability of the Company
to perform its obligations under any Credit Document or any Related Document to which the
Company is a party or (iii) the ability of the Bank to enforce its rights under any Credit
Document or any Related Document to which the Company is a party.
“Material Subsidiaries” means any Subsidiary of the Company with respect to which (x)
the Company’s percentage ownership interest in such Subsidiary multiplied by (y) the book
value of the Consolidated Assets of such Subsidiary represents at least 15% of the Consolidated
Assets of the Company as reflected in the latest financial statements of the Company delivered
pursuant to clause (i) or (ii) of Section 5.01(h).
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.
“Moody’s Rating” means, on any date of determination, the rating most recently
announced by Moody’s with respect to any senior unsecured, non-credit enhanced Debt of the
Company.
“Multiemployer Plan” means any “multiemployer plan” (as such term is defined in
Section 4001(a)(3) of ERISA), which is contributed to by (or to which there is or may be an
obligation to contribute of) the Company or any of its ERISA Affiliates or with respect to which
the Company or any of its ERISA Affiliates has, or could reasonably be expected to have, any
liability.
8

“Notice of Extension” has the meaning assigned to that term in Section 2.12.
“Obligations” has the meaning assigned to such term in Section 2.02(b).
“Official Statement” means the Preliminary Supplement, dated March 18, 2013, as
amended by the Supplement, dated March 21, 2013, to the Official Statement, dated January 14,
1988, together with any other supplements or amendments thereto and all documents
incorporated therein (or in any such supplements or amendments) by reference.
“One-Month LIBOR” means for any day the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on a nationally recognized service
such as Reuters Page LIBOR01 (or any successor page of such service, or any comparable page
of another recognized interest rate reporting service then being used generally by the Bank to
obtain such interest rate quotes) as displaying the London interbank offered rate for deposits in
Dollars at approximately 11:00 A.M. (London time) on such day for a term of one month;
provided, however, if more than one rate is specified on such service, the applicable rate shall be
the arithmetic mean of all such rates.
“Other Taxes” has the meaning assigned to that term in Section 7.07.
“Participant” has the meaning assigned to that term in Section 7.09(e).
“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001), as in effect from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to
any or all of its functions under ERISA.
“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2)
of ERISA) (other than a Multiemployer Plan), subject to the provisions of Title IV of ERISA or
Section 412 of the Internal Revenue Code or Section 302 of ERISA, maintained or contributed to
by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA
Affiliates has or may have an obligation to contribute (or is deemed under Section 4069 of
ERISA to have maintained or contributed to or to have had an obligation to contribute to, or
otherwise to have liability with respect to) such plan.
“Permitted Liens” means such of the following as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced: (i) Liens for taxes,
assessments and governmental charges or levies to the extent not required to be paid under
Section 5.01(a) hereof; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’,
workmen’s and repairmen’s Liens, and other similar Liens arising in the ordinary course of
business; (iii) Liens incurred or deposits made to secure obligations under workers’
compensation laws or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that do not render title
to the property encumbered thereby unmarketable, including zoning and landmarking
restrictions; (v) any judgment Lien, unless an Event of Default under Section 6.01(f) shall have
occurred and be continuing with respect thereto; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the Company or any
9

Material Subsidiary and not created in contemplation of such event; (vii) pledges and deposits
made in the ordinary course of business to secure the performance of bids, trade contracts (other
than for Debt), operating leases and surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (viii) Liens upon or in
any real property or equipment acquired, constructed, improved or held by the Company or any
Subsidiary in the ordinary course of business to secure the purchase price of such property or
equipment or to secure Debt incurred solely for the purpose of financing the acquisition,
construction or improvement of such property or equipment, or Liens existing on such property
or equipment at the time of its acquisition (other than any such Liens created in contemplation of
such acquisition that were not incurred to finance the acquisition of such property), (ix) Liens
securing Project Finance Debt, (x) any Lien on the Company’s or any Material Subsidiary’s
interest in pollution control revenue bonds or industrial development revenue bonds (or similar
obligations, however designated) issued pursuant to an indenture or cash or cash equivalents
securing (A) the obligation of the Company or any Material Subsidiary to reimburse the issuer of
a letter of credit supporting payments to be made in respect of such bonds (or similar obligations)
for a drawing on such letter of credit for the purpose of purchasing such bonds (or similar
obligations) or (B) the obligation of the Company or any Material Subsidiary to reimburse or
repay amounts advanced under any facility entered into to provide liquidity or credit support for
any issue of such bonds (or similar obligations); and (xi) extensions, renewals or replacements of
any Lien described in clause (vi), (vii), (viii), (ix) or (x) for the same or a lesser amount,
provided, however, that no such Lien shall extend to or cover any properties (other than after-
acquired property already within the scope of the relevant Lien grant) not theretofore subject to
the Lien being extended, renewed or replaced.
“Person” means an individual, partnership, corporation (including, without limitation, a
business trust), joint stock company, limited liability company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision or agency thereof.
“Pledged Bonds” means the Bonds purchased with moneys received under the Letter of
Credit in connection with a Tender Drawing and owned or held by the Company or an Affiliate
of the Company or by the Trustee and pledged to the Bank pursuant to the Custodian Agreement.
“Prime Rate” means the rate of interest announced by the Bank from time to time, as its
base rate. The Prime Rate shall change concurrently with each change in such base rate.
“Project Finance Debt” means Debt of any Subsidiary of the Company (i) that is (A) not
recourse to the Company other than with respect to Liens granted by the Company on direct or
indirect equity interests in such Subsidiary to secure such Debt and limited Guaranties of, or
equity commitments with respect to, such Debt by the Company, which Liens, limited
Guaranties and equity commitments are of a type consistent with other limited recourse project
financings, and other than customary contractual carve-outs to the non-recourse nature of such
Debt consistent with other limited recourse project financings, and (B) incurred in connection
with the acquisition, development, construction or improvement of any project, single purpose or
other fixed assets of such Subsidiary, including Debt assumed in connection with the acquisition
of such assets, or (ii) that represents an extension, renewal, replacement or refinancing of the
foregoing, provided that, in the case of a replacement or refinancing, the principal amount of
10

such new Debt shall not exceed the principal amount of the Debt being replaced or refinanced
plus 10% of such principal amount.
“Rating Decline” means the occurrence of the following on, or within 90 days after, the
earlier of (i) the occurrence of a Change of Control and (ii) the earlier of (x) the date of public
notice of the occurrence of a Change of Control and (y) the date of the public notice of the
Company’s (or its direct or indirect parent company’s) intention to effect a Change of Control,
which 90-day period will be extended so long as the S&P Rating or Moody’s Rating is under
publicly announced consideration for possible downgrading by S&P or Moody’s, as applicable:
the S&P Rating is reduced below BBB+ or the Moody’s Rating is reduced below Baa1.
“Reimbursement Obligation” has the meaning assigned to that term in Section 2.04.
“Register” has the meaning assigned to that term in Section 7.09(c).
“Related Documents” means the Bonds, the Indenture, the Loan Agreement, the
Remarketing Agreement and the Custodian Agreement.
“Remarketing Agent” has the meaning assigned to that term in the Indenture.
“Remarketing Agreement” means any agreement or other arrangement pursuant to
which a Remarketing Agent has agreed to act as such pursuant to the Indenture.
“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.
“S&P Rating” means, on any date of determination, the rating most recently announced
by S&P with respect to any senior unsecured, non-credit enhanced Debt of the Company.
“SEC” means the United States Securities and Exchange Commission.
“Stated Expiration Date” has the meaning assigned to that term in the Letter of Credit.
“Subsidiary” of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i) the issued and
outstanding capital stock having ordinary voting power to elect a majority of the board of
directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (ii) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or estate is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more of its
other Subsidiaries or by one or more of such Person’s other Subsidiaries.
“Taxes” has the meaning assigned to that term in Section 2.16(a).
“Tender Drawing” means a drawing under the Letter of Credit resulting from the
presentation of a certificate in the form of Exhibit 2 to the Letter of Credit.
11

“Trustee” has the meaning assigned to that term in the Preliminary Statements hereto.
SECTION 1.02. Computation of Time Periods. In this Agreement, in the
computation of a period of time from a specified date to a later specified date, the word “from”
means “from and including” and the words “to” and “until” each means “to but excluding”.
SECTION 1.03. Accounting Terms. All accounting terms not specifically defined
herein shall be construed in accordance with GAAP, except as otherwise stated herein. If any
“Accounting Change” (as defined below) shall occur and such change results in a change in the
calculation of financial covenants, standards or terms in this Agreement, and either the Company
or the Bank shall request the same to the other party hereto in writing, the Company and the
Bank shall enter into negotiations to amend the affected provisions of this Agreement with the
desired result that the criteria for evaluating the Company’s consolidated financial condition and
results of operations shall be substantially the same after such Accounting Change as if such
Accounting Change had not been made. Once such request has been made, until such time as
such an amendment shall have been executed and delivered by the Company and the Bank, all
financial covenants, standards and terms in this Agreement shall continue to be calculated or
construed as if such Accounting Change had not occurred. “Accounting Change” means a
change in accounting principles required by the promulgation of any final rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American
Institute of Certified Public Accountants or, if applicable, the SEC (or successors thereto or
agencies with similar functions).
SECTION 1.04. Internal References. As used herein, except as otherwise specified
herein, (i) references to any Person include its successors and assigns and, in the case of any
Governmental Authority, any Person succeeding to its functions and capacities; (ii) references to
any Applicable Law include amendments, supplements and successors thereto; (iii) references to
specific sections, articles, annexes, schedules and exhibits are to this Agreement; (iv) words
importing any gender include the other gender; (v) the singular includes the plural and the plural
includes the singular; (vi) the words “including”, “include” and “includes” shall be deemed to be
followed by the words “without limitation”; (vii) the words “herein”, “hereof’ and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any provision of this Agreement; (viii) captions and headings are for ease of
reference only and shall not affect the construction hereof; and (ix) references to any time of day
shall be to New York City time unless otherwise specified. References herein or in any Credit
Document to any agreement or other document shall, unless otherwise specified herein or
therein, be deemed to be references to such agreement or document as it may be amended,
modified or supplemented after the date hereof from time to time in accordance with the terms
hereof or of such Credit Document, as the case may be.
ARTICLE II.
AMOUNT AND TERMS OF THE LETTER OF CREDIT
SECTION 2.01. The Letter of Credit. The Bank agrees, on the terms and conditions
hereinafter set forth (including, without limitation, the satisfaction of the conditions set forth in
12

Sections 3.01 and 3.02 of this Agreement), to issue the Letter of Credit to the Trustee at or before
5:00 P.M. on March 26, 2013.
SECTION 2.02. Issuing the Letter of Credit; Termination.
(a) The Letter of Credit shall be issued upon notice from the Company to the Bank at
its address at 600 Washington Boulevard, Stamford, Connecticut 06901, Attention: XXXX,
Telecopy: XXXX (or at such other address as shall be designated by the Bank in a written notice
to the Company) specifying the Date of Issuance, which shall be a Business Day. On the Date of
Issuance, upon fulfillment of the applicable conditions set forth in Article III, the Bank will issue
the Letter of Credit to the Trustee.
(b) All outstanding Reimbursement Obligations and all other unpaid fees, interest and
other amounts payable by the Company hereunder (all such obligations, the “Obligations”) shall
be paid in full by the Company on the Cancellation Date. Notwithstanding the termination of
this Agreement on the Cancellation Date, until all such obligations (other than any contingent
indemnity obligations) shall have been fully paid and satisfied and all financing arrangements
between the Company and the Bank hereunder shall have been terminated, all of the rights and
remedies under this Agreement shall survive.
(c) Provided that the Company shall have delivered written notice thereof to the Bank
not less than three Business Days prior to any proposed termination, the Company may terminate
this Agreement (other than those provisions that expressly survive termination hereof) upon (i)
payment in full of all outstanding Reimbursement Obligations, together with accrued and unpaid
interest thereon, (ii) the cancellation and return of the Letter of Credit, (iii) the payment in full of
all accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other
amounts payable hereunder, together with accrued and unpaid interest, if any, thereon.
SECTION 2.03. Fees in Respect of the Letter of Credit. The Company hereby agrees
to pay to the Bank certain fees in such amounts and payable on such terms as set forth in the Fee
Letter.
SECTION 2.04. Reimbursement Obligations. The Company shall reimburse the
Bank for the full amount of each payment by the Bank under the Letter of Credit, including,
without limitation, amounts in respect of any reinstatement of interest on the Bonds at the
election of the Bank notwithstanding any failure by the Company to reimburse the Bank for any
previous drawing to pay interest on the Bonds (such obligation to reimburse the Bank being a
“Reimbursement Obligation”). The Company agrees to pay or cause to have paid to the Bank,
after the honoring by the Bank of any drawing under the Letter of Credit giving rise to a
Reimbursement Obligation, such Reimbursement Obligation no later than 4:00 P.M. (i) on the
date of such drawing, in the case of all drawings other than any Tender Drawing, and (ii) in the
case of any Tender Drawing, on the earliest to occur of (A) the Cancellation Date, (B) the date
on which the Pledged Bonds purchased pursuant to such Tender Drawing are redeemed or
cancelled pursuant to the Indenture, (C) the date on which such Pledged Bonds are remarketed
pursuant to the Indenture and (D) the date on which the Letter of Credit is replaced by a
substitute letter of credit in accordance with the terms of the Indenture.
13

SECTION 2.05. Interest Rates.
(a) The unpaid principal amount of each Reimbursement Obligation in respect of any
Tender Drawing shall bear interest at a rate per annum equal to the Base Rate in effect from time
to time plus the Applicable Margin, payable quarterly in arrears on the last day of each March,
June, September and December and on the earlier to occur of the date the principal amount of
such Reimbursement Obligation is payable and on the date such Reimbursement Obligation is
paid. To the extent that the Bank receives interest payable on account of any Pledged Bond such
interest received shall be applied and credited against accrued and unpaid interest on the
Reimbursement Obligations in respect of the Tender Drawing pursuant to which such Pledged
Bond was purchased.
(b) Notwithstanding any provision to the contrary herein, the Company shall pay
interest on all past-due amounts of principal and (to the fullest extent permitted by law) interest,
costs, fees and expenses hereunder or under any other Credit Document, from the date when
such amounts became due until paid in full, payable on demand, at the Default Rate in effect
from time to time.
(c) The Bank shall give prompt notice to the Company of the applicable interest rate
determined by the Bank for purposes of this Section 2.05.
SECTION 2.06. Prepayments.
(a) The Company may, upon notice given to the Bank prior to 11:00 A.M., on any
Business Day, prepay without premium or penalty the outstanding amount of any
Reimbursement Obligation in respect of a Tender Drawing in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid; provided, however, that each
partial prepayment shall be in an aggregate principal amount not less than $10,000,000 (or, if
lower, the principal amount outstanding hereunder on the date of such prepayment) or an integral
multiple of $5,000,000 in excess thereof.
(b) Prior to or simultaneously with the receipt of proceeds related to the remarketing
of Bonds purchased pursuant to one or more Tender Drawings, the Company shall directly, or
through the Remarketing Agent or the Trustee on behalf of the Company, repay or prepay (as the
case may be) the then-outstanding Reimbursement Obligations (in the order in which they were
incurred) by paying to the Bank an amount equal to the sum of (i) the aggregate principal amount
of the Bonds remarketed plus (ii) all accrued interest on the principal amount of such
Reimbursement Obligations so repaid or prepaid.
SECTION 2.07. Yield Protection. If, due to any Change in Law, there shall be
(A) an imposition of, or increase in, any reserve, assessment, insurance
charge, special deposit or similar requirement against letters of credit issued by, or
assets held by, deposits in or for the account of, or credit extended by, the Bank or
any Applicable Booking Office, or
(B) an imposition of any other condition the result of which is to
increase the cost to the Bank or any Applicable Booking Office of issuing the
14

Letter of Credit or making, funding or maintaining loans, or reduce any amount
receivable by the Bank or any Applicable Booking Office in connection with
letters of credit, the Reimbursement Obligations, or require the Bank or any
Applicable Booking Office to make any payment calculated by reference to the
amount of letters of credit, the Reimbursement Obligations held or interest
received by it, by an amount deemed material by the Bank or any Applicable
Booking Office,
then, upon demand by the Bank, the Company shall pay the Bank that portion of such increased
expense incurred or reduction in an amount received which the Bank determines is attributable to
issuing the Letter of Credit or making, funding and maintaining any Reimbursement Obligation
hereunder or its Commitment.
SECTION 2.08. Changes in Capital Adequacy Regulations. If the Bank determines
the amount of capital required or expected to be maintained by the Bank or any Applicable
Booking Office or any corporation controlling the Bank is increased as a result of any Change in
Law, then, upon demand by the Bank, the Company shall pay the Bank the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
the Bank determines is attributable to this Agreement, the Letter of Credit, its Commitment, any
Reimbursement Obligation (or any participations therein or in the Letter of Credit) (after taking
into account the Bank’s policies as to capital adequacy).
SECTION 2.09. Payments and Computations. Other than payments made pursuant
to Section 2.04, the Company shall make each payment hereunder not later than 12:00 noon on
the day when due in lawful money of the United States of America to the Bank at the address
listed below its name on its signature page hereto in same day funds. Computations of the Base
Rate (when based on the Federal Funds Rate or One-Month LIBOR) and the Default Rate (when
based on the Federal Funds Rate or One-Month LIBOR) shall be made by the Bank on the basis
of a year of 360 days for the actual number of days (including the first day but excluding the last
day) elapsed, and computations of the Base Rate (when based on the Prime Rate) and the Default
Rate (when based on the Prime Rate) shall be made by the Bank on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days (including the first day but excluding
the last day) elapsed.
SECTION 2.10. Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.
SECTION 2.11. Source of Funds. All payments made by the Bank pursuant to the
Letter of Credit shall be made from funds of the Bank and not from funds obtained from any
other Person.
SECTION 2.12. Extension of the Stated Expiration Date. Unless the Letter of Credit
shall have expired in accordance with its terms on the Cancellation Date, at least 90 but not more
than 365 days before the Stated Expiration Date, the Company may request the Bank, by notice
to the Bank in writing (each such request being irrevocable), to extend the Stated Expiration
15

Date. If the Company shall make such a request, the Bank, in its sole discretion, may elect to
extend the Stated Expiration Date then in effect, and in such event the Bank shall deliver to the
Company a notice (herein referred to as a “Notice of Extension”) designating the date to which
the Stated Expiration Date will be extended and the conditions of such consent (including,
without limitation, conditions relating to legal documentation and the consent of the Trustee). If
all such conditions are satisfied and such extension of the Stated Expiration Date shall be
effective (which effective date shall occur on the Business Day following the date of delivery by
the Bank to the Trustee of an Extension Certificate (“Extension Certificate”) in the form of
Exhibit 8 to the Letter of Credit designating the date to which the Stated Expiration Date will be
extended), thereafter all references in any Credit Document to the Stated Expiration Date shall be
deemed to be references to the date designated as such in such legal documentation and the most
recent Extension Certificate delivered to the Trustee. Any date to which the Stated Expiration
Date has been extended in accordance with this Section 2.12 may be further extended, in like
manner, for such period as the Bank agrees to, in its sole discretion. Failure of the Bank to
deliver a Notice of Extension as herein provided within 30 days of a request by the Company to
extend such Stated Expiration Date shall constitute an election by the Bank not to extend the
Stated Expiration Date.
SECTION 2.13. Amendments Upon Extension. Upon any request for an extension of
the Stated Expiration Date pursuant to Section 2.12 of this Agreement, the Bank reserves the
right to renegotiate any provision hereof, and any such change shall be effected by an
amendment pursuant to Section 7.01; provided, however, that in such case, the Extension
Certificate shall not be delivered to the Trustee until the Bank and the Company have executed
such amendment.
SECTION 2.14. Evidence of Debt. The Bank shall maintain, in accordance with its
usual practice, an account or accounts evidencing the indebtedness of the Company resulting
from each drawing under the Letter of Credit, from each Reimbursement Obligation incurred
from time to time hereunder and the amounts of principal and interest payable and paid from
time to time hereunder. In any legal action or proceeding in respect of this Agreement, the
entries made in such account or accounts shall, in the absence of manifest error, be conclusive
evidence of the existence and amounts of the obligations of the Company therein recorded.
SECTION 2.15. Obligations Absolute. The payment obligations of the Company
under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:
(a) any lack of validity or enforceability of the Letter of Credit, any Credit Document,
any Related Document or any other agreement or instrument relating thereto;
(b) any amendment or waiver of or any consent to departure from all or any of any
Credit Document or any Related Document;
(c) the existence of any claim, set-off, defense or other right that the Company may
have at any time against the Trustee or any other beneficiary, or any transferee, of the Letter of
Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such
16

transferee may be acting), the Bank, or any other person or entity, whether in connection with
any Credit Document, the transactions contemplated herein or therein or in the Related
Documents, or any unrelated transaction;
(d) any statement or any other document presented under the Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Credit against presentation of a
certificate which does not comply with the terms of the Letter of Credit; or
(f) any other circumstance or happening whatsoever, including, without limitation,
any other circumstance which might otherwise constitute a defense available to or discharge of
the Company, whether or not similar to any of the foregoing.
Nothing in this Section 2.15 is intended to limit any liability of the Bank pursuant to Section 7.06
of this Agreement in respect of its willful misconduct or gross negligence as determined by a
court of competent jurisdiction by final and nonappealable judgment.
SECTION 2.16. Taxes.
(a) All payments made by the Company under this Agreement shall be made free and
clear of, and without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding, in the case of the Bank, taxes imposed on its overall net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which the Bank (as the case
may be) is organized or any political subdivision thereof and, in the case of the Bank, taxes
imposed on its overall net income, and franchise taxes imposed on it by the jurisdiction of the
Bank’s Applicable Booking Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred
to as “Taxes”). If any Taxes are required to be withheld from any amounts payable to the Bank
hereunder, the amounts so payable to the Bank shall be increased to the extent necessary to yield
to the Bank (after payment of all Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement. Whenever any Taxes are payable by the
Company, as promptly as possible thereafter the Company shall send to the Bank a certified copy
of an original official receipt received by the Company showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to
the Bank the required receipts or other required documentary evidence, the Company shall
indemnify the Bank for any incremental taxes, interest or penalties that may become payable by
the Bank as a result of any such failure. The agreements in this Section shall survive the
termination of this Agreement and the payment of the obligations hereunder and all other
amounts payable hereunder.
(b) The Bank agrees that it will deliver to the Company on or before the date hereof
two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI
or successor applicable form, as the case may be. The Bank also agrees to deliver to the
17

Company two further copies of said Form W-8BEN or W-8ECI or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form
previously delivered expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and such extensions
or renewals thereof as may reasonably be requested by the Company, unless in any such case an
event (including, without limitation, any change in treaty, law or regulation) has occurred prior
to the date on which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent the Bank from duly completing and delivering any such
form with respect to it and so advises the Company. The Bank shall certify that it is entitled to
receive payments under this Agreement without deduction or withholding of any United States
federal income taxes and that it is entitled to an exemption from United States backup
withholding tax.
(c) If the Bank shall request compensation for costs pursuant to this Section 2.16,
(i) the Bank shall make reasonable efforts (which shall not require the Bank to incur a loss or
unreimbursed cost or otherwise suffer any disadvantage deemed by it to be significant) to make
within 30 days an assignment of its rights and delegation and transfer of its obligations hereunder
to another of its offices, branches or affiliates, if, in its sole discretion exercised in good faith, it
determines that such assignment would reduce such costs in the future, (ii) the Company, may
with the consent of the Bank, which consent shall not be unreasonably withheld, secure a
substitute bank to replace the Bank, which substitute bank shall, upon execution of a counterpart
of this Agreement and payment to the Bank of any and all amounts due under this Agreement, be
deemed to be the Bank hereunder (any such substitution referred to in clause (ii) shall be
accompanied by an amount equal to any loss or reasonable expense incurred by the Bank as a
result of such substitution); provided that this Section 2.16(c) shall not be construed as limiting
the liability of the Company to indemnify or reimburse the Bank for any costs or expenses the
Company is required hereunder to indemnify or reimburse.
ARTICLE III.
CONDITIONS PRECEDENT
SECTION 3.01. Conditions Precedent to Issuance of the Letter of Credit. The
obligation of the Bank to issue the Letter of Credit is subject to the following conditions
precedent:
(a) the Bank shall have received from the Company the amounts payable by the
Company to the Bank in accordance with Section 2.03, and the Bank shall have received from
the Company pursuant to Section 7.07 payment for the costs and expenses, including reasonable
legal expenses for which an invoice has been submitted to the Company, of the Bank incurred
and unpaid through such date;
(b) the Bank shall have received on or before the Date of Issuance the following, each
dated such date (except for the Indenture, the Loan Agreement and the Remarketing Agreement),
in form and substance satisfactory to the Bank:
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(i) Counterparts of this Agreement, duly executed by the Company and the
Bank;
(ii) Counterparts of the Custodian Agreement, duly executed by the Company,
the Bank and the Custodian;
(iii) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the Bonds, the Indenture, the Loan Agreement and the Remarketing Agreement;
(iv) A certificate of the Secretary or an Assistant Secretary of the Company
certifying (A) the names, true signatures and incumbency of the officers of the Company
authorized to sign each Credit Document and Related Document to which the Company
is a party and the other documents to be delivered by it hereunder or thereunder; (B) that
attached thereto are true and correct copies of the articles of incorporation (or other
organizational documents) and the bylaws of the Company; (C) that attached thereto are
true and correct copies of all governmental and regulatory authorizations and approvals
(including, without limitation, approvals or orders of FERC, if any) necessary for the
Company to enter into this Agreement, each Related Document and each Credit
Document to which the Company is a party, the other documents required to be delivered
by the Company hereunder to which the Company is a party and the transactions
contemplated hereby and thereby; and (D) evidence (dated not more than 10 days prior to
the date hereof) of the status of the Company as a duly organized and validly existing
corporation under the laws of the State of Oregon;
(v) As certified by the Secretary or an Assistant Secretary of the Company, a
copy of the resolutions of the Board of Directors of the Company approving this
Agreement, each Credit Document and each Related Document to which the Company is
a party, the other documents required to be delivered by the Company hereunder to which
the Company is a party and the transactions contemplated hereby and thereby, and of all
documents evidencing any other necessary corporate action with respect to such Credit
Documents, Related Documents and other documents;
(vi) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
MidAmerican Energy Holdings Company and counsel to the Company, in substantially
the form of Exhibit D;
(vii) An opinion of King & Spalding LLP, special New York counsel for the
Bank;
(viii) A reliance letter from Chapman and Cutler LLP in substantially the form
of Exhibit E as to their opinions as Bond Counsel dated January 14, 1998 and March 26,
2013;
(ix) Copies of the Official Statement used in connection with the offering of
the Bonds and the issuance of the Letter of Credit;
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(x) Letters from S&P and Moody’s to the effect of confirming the Bonds will
continue to be rated at least A/A-1 and A3/P2, respectively, upon issuance of the Letter
of Credit, such letters to be in form and substance satisfactory to the Bank;
(xi) A certificate of an authorized officer of the Custodian certifying the
names, true signatures and incumbency of the officers of the Custodian authorized to sign
the documents to be delivered by it hereunder and as to such other matters as the Bank
may reasonably request;
(xii) A certificate of an authorized officer of the Trustee certifying the names,
true signatures and incumbency of the officers of the Trustee authorized to make
drawings under the Letter of Credit and as to such other matters as the Bank may
reasonably request;
(xiii) Evidence of the Bank Bond CUSIP Number that has been assigned to the
Bonds for any time that they are held for the benefit of the Bank pursuant to any Tender
Drawing; and
(xiv) All documentation and information required by regulatory authorities
under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank reasonably in advance of the date hereof.
SECTION 3.02. Additional Conditions Precedent to Issuance of the Letter of Credit
and Amendment of the Letter of Credit. The obligation of the Bank to issue the Letter of
Credit, or to amend, modify or extend the Letter of Credit, shall be subject to the further
conditions precedent that on the Date of Issuance and on the date of such amendment,
modification or extension, as the case may be:
(a) The following statements shall be true and the Bank shall have received a
certificate from the Company signed by a duly authorized officer of the Company, dated such
date, stating that:
(i) The representations and warranties of the Company contained in
Section 4.01 of this Agreement (excluding, solely with respect to any amendment,
modification or extension of the Letter of Credit, the representations and warranties in the
first sentence of Section 4.01(g), in Section 4.01(i) and in the first sentence of Section
4.01(n)) and in the Related Documents are true and correct in all material respects
(without duplication of any materiality qualifiers) on and as of such date as though made
on and as of such date; and
(ii) No event has occurred and is continuing, or would result from the issuance
of the Letter of Credit or such amendment, modification or extension of the Letter of
Credit (as the case may be), that constitutes a Default; and
(iii) True and complete copies of the Related Documents (including all
exhibits, attachments, schedules, amendments or supplements thereto) have previously
20

been delivered to the Bank, and the Related Documents have not been modified,
amended or rescinded, and are in full force and effect as of the Date of Issuance; and
(b) The Bank shall have received such other approvals, opinions or documents as the
Bank may reasonably request.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company. The Company
hereby represents and warrants as of (i) the date hereof, (ii) the Date of Issuance, and (iii) the
date of any amendment, modification or extension of the Letter of Credit, as follows:
(a) Existence and Power. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Oregon and is duly qualified to do
business and is in good standing as a foreign corporation under the laws of each state in which
the ownership of its properties or the conduct of its business makes such qualification necessary,
except where the failure to be so qualified would not reasonably be expected to have a Material
Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which it is incorporated or otherwise organized.
(b) Due Authorization; Execution and Delivery. The execution, delivery and
performance by the Company of each Credit Document and Related Document to which the
Company is a party, and the consummation of the transactions contemplated hereby and thereby,
are within the Company’s corporate powers and have been duly authorized by all necessary
corporate action. Each Credit Document and Related Document to which the Company is a
party has been duly executed and delivered by the Company.
(c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third party is required for the
due execution, delivery and performance by the Company of, or the consummation by the
Company of the transactions contemplated by, any Credit Document or Related Document to
which the Company is, or is to become, a party, other than such Governmental Approvals that
have been duly obtained and are in full force and effect, which as of the date hereof include:
Order No. 88-029, Docket UF 4004 issued by the Public Utility Commission of Oregon on
January 11, 1988, Order No. 03-135, Docket UF 4195 issued by the Public Utility Commission
of Oregon on February 21, 2003, Order No. 21666, Case No. U-1046-163 issued by the Idaho
Public Utilities Commission on January 4th, 1988, Order 29201, Case No. PAC-E-03-1 issued by
the Idaho Public Utilities Commission on February 24, 2003, Order Granting Application,
Docket No. 87-1668-AS issued by the Washington Utilities and Transportation Commission on
January 8th, 1988, and Order No. 01, Docket No. UE-030077 issued by the Washington Utilities
and Transportation Commission on February 28th, 2003.
(d) No Violation, Etc. The execution, delivery and performance by the Company of
the Credit Documents and each Related Document to which the Company is a party will not (i)
violate (A) the articles of incorporation or bylaws (or comparable documents) of the Company or
21

any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a
breach of or constitute a default under, any contract, agreement, indenture or instrument to which
the Company or any of its Material Subsidiaries is a party or by which any of its or their
respective properties is bound or (iii) result in the creation or imposition of any Lien on the
property of the Company or any of its Material Subsidiaries other than Permitted Liens and Liens
required under this Agreement, except to the extent such conflict, breach or default referred to in
the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to
have a Material Adverse Effect.
(e) Enforceability. Each Credit Document and each such Related Document is the
legal, valid and binding obligation of the Company enforceable in accordance with its terms,
except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and by the application of general equitable principles.
(f) Compliance with Laws. The Company and each Material Subsidiary are in
compliance with all Applicable Laws (including Environmental Laws), except to the extent that
failure to comply would not reasonably be expected to have a Material Adverse Effect.
(g) Litigation. There is no action, suit, proceeding, claim or dispute pending or, to the
Company’s knowledge, threatened against or affecting the Company or any of its Material
Subsidiaries, or any of its or their respective properties or assets, before any Governmental
Authority that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of
any nature issued by any Governmental Authority directing that any material aspect of the
transactions expressly provided for in any of the Credit Documents or the Related Documents to
which the Company is a party not be consummated as herein or therein provided.
(h) Financial Statements. The consolidated balance sheet of the Company and its
Consolidated Subsidiaries as at December 31, 2012, and the related consolidated statements of
income, cash flows and stockholders’ equity for the fiscal year ended on such date, certified by
Deloitte & Touche LLP, copies of which have heretofore been furnished to the Bank, present
fairly in all material respects the financial condition of the Company and its Consolidated
Subsidiaries as at such date, and the consolidated results of their operations and cash flows for
the fiscal year then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as may be disclosed therein).
(i) Material Adverse Effect. Since December 31, 2012, no event has occurred that
could reasonably be expected to have a Material Adverse Effect.
(j) Taxes. The Company and each Material Subsidiary have filed or caused to be
filed all Federal and other material tax returns that are required by Applicable Law to be filed,
and have paid all taxes shown to be due and payable on said returns or on any assessments made
against it or any of its property; other than (i) with respect to taxes the amount or validity of
which is currently being contested in good faith by appropriate proceedings and with respect to
which reserves in conformity with GAAP have been provided on the books of the Company or
22

the applicable Material Subsidiary, as the case may be, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.
(k) ERISA. No ERISA Event has occurred other than as would not, either
individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.
There are no actions, suits or claims pending against or involving a Pension Plan (other than
routine claims for benefits) or, to the knowledge of the Company or any of its ERISA Affiliates,
threatened, that would reasonably be expected to be asserted successfully against any Pension
Plan and, if so asserted successfully, would reasonably be expected either singly or in the
aggregate to have a Material Adverse Effect. No lien imposed under the Internal Revenue Code
or ERISA on the assets of the Company or any of its ERISA Affiliates exists or is likely to arise
with respect to any Pension Plan. The Company and each of its Subsidiaries have complied with
foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not
reasonably be expected to have a Material Adverse Effect.
(l) Margin Stock. The Company is not engaged in the business of extending credit
for the purpose of buying or carrying Margin Stock, and no proceeds of the Bonds or the Letter
of Credit will be used to buy or carry any Margin Stock or to extend credit to others for the
purpose of buying or carrying any Margin Stock. After applying the proceeds of the Bonds and
the issuance of the Letter of Credit, not more than 25% of the assets of the Company and the
Material Subsidiaries that are subject to the restrictions of Section 5.03(a) or (c) constitute
Margin Stock.
(m) Investment Company. Neither the Company nor any Subsidiary is an “investment
company” or a company “controlled” by an “investment company”, as such terms are defined in
the Investment Company Act of 1940, as amended.
(n) Environmental Liabilities. There are no claims, liabilities, investigations,
litigation, notices of violation or liability, administrative proceedings, judgments or orders,
whether asserted, pending or threatened, relating to any liability under or compliance with any
applicable Environmental Law, against the Company or any Material Subsidiary or relating to
any real property currently or formerly owned, leased or operated by the Company or any
Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No
Hazardous Materials have been or are present or are being spilled, discharged or released on, in,
under or from property (real, personal or mixed) currently or formerly owned, leased or operated
by the Company or any Material Subsidiary in any quantity or manner violating, or resulting in
liability under, any applicable Environmental Law, which violation or liability would reasonably
be expected to have a Material Adverse Effect.
(o) Accuracy of Information. No written statement or information furnished by or on
behalf of the Company to the Bank in connection with the negotiation, execution and closing of
this Agreement and the Custodian Agreement (including, without limitation, the Official
Statement) or delivered pursuant hereto or thereto, in each case as of the date such statement or
information is made or delivered, as applicable, contained or contains, any material misstatement
of fact or intentionally omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are, or will be made,
not misleading.
23

(p) Material Subsidiaries. Each Material Subsidiary as of the date hereof is set forth
on Schedule I.
(q) OFAC, Etc. The Company and each Material Subsidiary are in compliance in all
material respects with all (i) United States economic sanctions laws, executive orders and
implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign
Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions
of the Bank Secrecy Act and all rules regulations issued pursuant to it and (iii) applicable
provisions of the United States Foreign Corrupt Practices Act of 1977.
(r) Full Force and Effect. Each Related Document is in full force and effect. The
Company has duly and punctually performed and observed all the terms, covenants and
conditions contained in each such Related Document on its part to be performed or observed, and
no Default has occurred and is continuing.
(s) Bonds Validly Issued. The Bonds have been duly authorized, authenticated and
issued and delivered and are not in default. The Bonds are the legal, valid and binding
obligations of the Issuer.
(t) Official Statement. Except for information contained in the Official Statement
furnished in writing by or on behalf of the Issuer, the Trustee, the Remarketing Agent or the
Bank specifically for inclusion therein, the Official Statement, and any supplement or “sticker”
thereto, are accurate in all material respects for the purposes for which their use shall be
authorized; and the Official Statement and any supplement or “sticker” thereto, when read
together as a whole, does not, as of the date of the Official Statement or such supplement or
“sticker,” contain any untrue statement of a material fact or omit to state any material fact
necessary to make the statements made therein, in the light of the circumstances under which
they are or were made, not misleading.
(u) Taxability. The performance of this Agreement and the transactions contemplated
herein will not affect the status of the interest on the Bonds as exempt from Federal income tax.
(v) No Material Misstatements. The reports, financial statements and other written
information furnished by or on behalf of the Company to the Bank pursuant to or in connection
with this Agreement and the transactions contemplated hereby do not contain and will not
contain, when taken as a whole, any untrue statement of a material fact and do not omit and will
not omit, when taken as a whole, to state any fact necessary to make the statements therein, in
the light of the circumstances under which they were or will be made, not misleading in any
material respect.
ARTICLE V.
COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants.
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So long as a drawing is available under the Letter of Credit or the Bank shall have any
Commitment hereunder or the Company shall have any obligation to pay any amount to the
Bank hereunder, the Company will, unless the Bank shall otherwise consent in writing:
(a) Payment of Taxes, Etc. Pay and discharge, and cause each Material Subsidiary to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or its property, and (ii) all lawful claims that, if
unpaid, would by Applicable Law become a Lien upon its property, in each case, except to the
extent that the failure to pay and discharge such amounts, either singly or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; provided, however, that neither
the Company nor any Material Subsidiary shall be required to pay or discharge any such tax,
assessment, charge or claim that is being contested in good faith and by proper proceedings and
as to which adequate reserves are being maintained in accordance with GAAP.
(b) Preservation of Existence, Etc. Preserve and maintain, and cause each Material
Subsidiary to preserve and maintain, its corporate, partnership or limited liability company (as
the case may be) existence and all rights (charter and statutory) and franchises, except to the
extent the failure to maintain such rights and franchises would not reasonably be expected to
have a Material Adverse Effect; provided, however, that the Company and any Material
Subsidiary may consummate any merger or consolidation permitted under Section 5.03(b).
(c) Compliance with Laws, Etc. Comply, and cause each Material Subsidiary to
comply with Applicable Law (with such compliance to include, without limitation, compliance
with Environmental Laws, the Patriot Act and the United States economic sanctions laws,
executive orders and implementing regulations as promulgated by the U.S. Treasury
Department’s Office of Foreign Assets Control), except to the extent the failure to do so would
not reasonably be expected to have a Material Adverse Effect.
(d) Inspection Rights. At any reasonable time and from time to time, permit the Bank
or any designated agents or representatives thereof, at all reasonable times and to the extent
permitted by Applicable Law, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Company and any Material Subsidiary and to
discuss the affairs, finances and accounts of the Company and any Material Subsidiary with any
of their officers or directors and with their independent certified public accountants (at which
discussion, if the Company or such Material Subsidiary so requests, a representative of the
Company or such Material Subsidiary shall be permitted to be present, and if such accountants
should require that a representative of the Company be present, the Company agrees to provide a
representative to attend such discussion); provided that (i) such designated agents or
representatives shall agree to any reasonable confidentiality obligations proposed by the
Company and shall follow the guidelines and procedures generally imposed upon like visitors to
the Company’s facilities, and (ii) unless an Event of Default shall have occurred and be
continuing, such visits and inspections shall occur not more than once in any fiscal quarter.
(e) Keeping of Books. Keep, and cause each Material Subsidiary to keep, proper
books of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Company and each such Material Subsidiary in
accordance with GAAP, and to the extent permitted under the terms of the Indenture and
25

reasonably requested by the Bank, permit the Bank to inspect, and provide the Bank access to
information received by the Company with respect to any inspection of, the books and records of
the Remarketing Agent and the Trustee.
(f) Maintenance of Properties, Etc. Maintain and preserve, and cause each Material
Subsidiary to maintain and preserve, all of its properties that are material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted.
(g) Maintenance of Insurance. Maintain, and cause each Material Subsidiary to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the Company or any
of its Material Subsidiaries operates to the extent available on commercially reasonable terms
(the “Industry Standard”); provided, however, that the Company and each Material Subsidiary
may self-insure to the same extent as other companies engaged in similar businesses and owning
similar properties and to the extent consistent with prudent business practice; and provided,
further, that if the Industry Standard is such that the insurance coverage then being maintained
by the Company and its Material Subsidiaries is below the Industry Standard, the Company shall
only be required to use its reasonable best efforts to obtain the necessary insurance coverage
such that its and its Material Subsidiaries’ insurance coverage equals or is greater than the
Industry Standard.
(h) Reporting Requirements. Furnish, or cause to be furnished, to the Bank, the
following by Electronic Transmission (provided, however, that the certificates required under
paragraphs (i) through (iv) of this Section 5.01(h) shall be delivered in a writing bearing the
original signature of the authorized officer) the following:
(i) within 60 days after the end of each of the first three quarters of each
fiscal year of the Company, a copy of the consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such quarter and consolidated statements of
income and cash flows of the Company and its Consolidated Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, duly certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the Company as having
been prepared in accordance with GAAP and a certificate of the chief financial officer,
chief accounting officer, treasurer or assistant treasurer of the Company as to compliance
with the terms of this Agreement and setting forth in reasonable detail the calculations
necessary to demonstrate compliance with Section 5.02, provided that in the event of any
change in GAAP used in the preparation of such financial statements, the Company shall
also provide, if necessary for the determination of compliance with Section 5.02, a
statement of reconciliation conforming such financial statements to GAAP in effect on
the date hereof;
(ii) within 120 days after the end of each fiscal year of the Company, a copy
of the annual audit report for such year for the Company and its Consolidated
Subsidiaries, containing a consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of the end of such fiscal year and consolidated statements of
26

income and cash flows of the Company and its Consolidated Subsidiaries for such fiscal
year, in each case accompanied by an opinion by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing, and a certificate of the
chief financial officer, chief accounting officer, treasurer or assistant treasurer of the
Company as to compliance with the terms of this Agreement and setting forth in
reasonable detail the calculations necessary to demonstrate compliance with Section 5.02,
provided that in the event of any change in GAAP used in the preparation of such
financial statements, the Company shall also provide, if necessary for the determination
of compliance with Section 5.02, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;
(iii) within five days after the chief financial officer or treasurer of the
Company obtains knowledge of the occurrence of any Default, a statement of the chief
financial officer or treasurer of the Company setting forth details of such Default and the
action that the Company has taken and proposes to take with respect thereto;
(iv) within ten Business Days after the Company or any of its ERISA
Affiliates knows or has reason to know that (A) the Company or any of its ERISA
Affiliates has failed to comply with ERISA or the related provisions of the Internal
Revenue Code with respect to any Pension Plan, and such noncompliance will, or could
reasonably be expected to, result in material liability to the Company or its Subsidiaries,
and/or (B) any ERISA Event (other than an ERISA Event as defined in clause (vi) of the
definition of “ERISA Event”) has occurred, a certificate of the chief financial officer of
the Company describing such ERISA Event and the action, if any, proposed to be taken
with respect to such ERISA Event and a copy of any notice filed with the PBGC or the
IRS pertaining to such ERISA Event and all notices received by the Company or such
ERISA Affiliate from the PBGC or any other governmental agency with respect thereto;
(v) promptly after the commencement thereof, notice of all actions and
proceedings before, and orders by, any Governmental Authority affecting the Company
or any Material Subsidiary of the type described in Section 4.01(g);
(vi) together with the financial statements delivered in paragraphs (i) and (ii)
of this Section 5.01(h), if Schedule I shall no longer set forth a complete and correct list
of all Material Subsidiaries as of the last date of the period for which such financial
statements were prepared, an updated Schedule I setting forth all Material Subsidiaries as
of the last date of such period for which such financial statements have been prepared;
(vii) promptly and in any event within two Business Days after the Trustee
resigns as trustee under the Indenture, notice of such resignation; and
(viii) such other information respecting the Company or any of its Subsidiaries
as the Bank may from time to time reasonably request.
If the financial statements required to be delivered pursuant to paragraphs (i) or (ii) of this
Section 5.01(h) are included in any Form 10-K or 10-Q filed by the Company, the Company’s
obligation to deliver such documents or information to the Bank shall be deemed to be satisfied
27

upon (x) delivery of a copy of the relevant form to the Bank within the time period required by
such Section or (y) the relevant form being available on the SEC’s EDGAR Database and the
delivery of a notice to the Bank (which notice may be delivered by electronic mail and/or
included in the applicable compliance certificate delivered pursuant to paragraphs (i) or (ii) of
this Section 5.01(h)) that such form is so available, in each case within the time period required
by such Section.

(i) Registration of Bonds. Cause all Bonds which it acquires, or which it has had
acquired for its account, to be registered forthwith in accordance with the Indenture and the
Custodian Agreement in the name of the Company or its nominee (the name of any such
nominee to be disclosed to the Trustee and the Bank).
(j) Related Documents. Perform and comply in all material respects with each of the
provisions of each Related Document to which it is a party.
(k) Redemption or Defeasance of Bonds. Use its best efforts to cause the Trustee,
upon redemption or defeasance of all of the Bonds pursuant to the Indenture, to surrender the
Letter of Credit to the Bank for cancellation.
SECTION 5.02. Debt to Capitalization Ratio. So long as a drawing is available
under the Letter of Credit or the Bank shall have any Commitment hereunder or the Company
shall have any obligation to pay any amount to the Bank hereunder, the Company will, unless the
Bank shall otherwise consent in writing, maintain a ratio of Consolidated Debt to Consolidated
Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.
SECTION 5.03. Negative Covenants. So long as a drawing is available under the
Letter of Credit or the Bank shall have any Commitment hereunder or the Company shall have
any obligation to pay any amount to the Bank hereunder, the Company will not, without the
written consent of the Bank:
(a) Liens, Etc. Create or suffer to exist, or cause or permit any Material Subsidiary to
create or suffer to exist, any Lien on or with respect to any of its properties, including, without
limitation, equity interests held by such Person in any Subsidiary of such Person, whether now
owned or hereafter acquired, other than (i) Permitted Liens, (ii) Liens on cash collateral pledged
to the administrative agent to secure letter of credit obligations under the Credit Agreement,
dated as of June 28, 2012, among the Company, JPMorgan Chase Bank, N.A., as administrative
agent, and certain other financial institutions named therein, or under similar credit facilities, (iii)
Liens created by the Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, of the Company, entered into with The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to JPMorgan Chase Bank, N.A.) or any other first mortgage
indenture or similar agreement or instrument pursuant to which the Company or any of its
Material Subsidiaries may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of its fixed assets, so long as under the terms of such indenture or similar
agreement or instrument no “event of default” (howsoever designated) in respect of any bonds or
other instruments issued thereunder will be triggered by reference to a Default, and (iv) Liens, in
addition to the foregoing, securing obligations not greater than the greater of (A) 7.5% of
28

consolidated shareholders’ equity of all classes (whether common, preferred, mandatorily
convertible preferred or preference) of the Company and (B) $100,000,000.
(b) Mergers, Etc. Merge or consolidate with or into any Person, unless (i) the
successor entity (if other than the Company) (A) assumes, in form reasonably satisfactory to the
Bank, all of the obligations of the Company under this Agreement and the other Credit
Documents and Related Documents to which the Company is a party, (B) is a corporation or
limited liability company formed under the laws of the United States of America, one of the
States thereof or the District of Columbia, (C) is in pro forma compliance with the covenant in
Section 5.02 both before and after giving effect to such proposed transaction and (D) has long-
term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by
S&P or Moody’s of at least BBB- and Baa3, respectively (or if no such ratings have been issued,
commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and
Moody’s of at least A-3 and P-3, respectively), and (ii) no Default shall have occurred and be
continuing at the time of such proposed transaction or would result therefrom, and provided, in
each case of clause (i) where the successor entity is other than the Company, that the Bank shall
have received, and be reasonably satisfied with, all documentation and information required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the Patriot Act, to the extent such documentation or
information is requested by the Bank prior to the date of such proposed transaction.
(c) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of all or
substantially all of its assets to any Person, or grant any option or other right to purchase, lease or
otherwise acquire such assets, except that the Company may sell, lease, transfer or otherwise
dispose of all or substantially all of its assets to any Person so long as the requirements set forth
in Section 5.03(b) are satisfied as if such disposition were a merger or consolidation in which the
Company is not the surviving entity.
(d) Use of Proceeds. Use the proceeds of the Bonds or the Letter of Credit to buy or
carry Margin Stock.
(e) Optional Redemption of Bonds. So long as the Letter of Credit shall remain
outstanding, cause or permit delivery of a notice of an optional redemption or purchase of the
Bonds or of a change in the interest modes on the Bonds to a fixed interest rate mode resulting in
a redemption or purchase of the Bonds under the Indenture, unless (i) the Company has
deposited with the Bank or the Trustee an amount equal to the principal of, premium, if any, and
interest on the Bonds on the date of such redemption or purchase, or (ii) any notice of such
redemption or purchase or change in the applicable interest mode is conditional upon receipt by
the Trustee on or prior to the date fixed for the applicable redemption or purchase of funds (other
than funds drawn under the Letter of Credit) sufficient to pay the principal of, premium, if any,
and interest on the Bonds on the date of such redemption or purchase.
(f) Amendments to Indenture. So long as the Letter of Credit shall remain
outstanding, amend, modify, terminate or grant, or permit the amendment, modification,
termination or grant of, any waiver under (or consent to, or permit or suffer to occur any action
or omission which results in, or is equivalent to, an amendment, modification, or grant of a
waiver under) any provision of the Indenture that would (i) directly affect the rights or
29

obligations of the Bank under the Related Documents without the prior written consent of the
Bank or (ii) have an adverse effect on the rights or obligations of the Bank hereunder without the
prior written consent of the Bank.
(g) Official Statement. So long as the Letter of Credit shall remain outstanding, refer
to the Bank in the Official Statement with respect to the Bonds or make any changes in reference
to the Bank in any revision, amendment or supplement without the prior consent of the Bank, or
revise, amend or supplement the Official Statement without providing a copy of such revision,
amendment or supplement, as the case may be, to the Bank.
(h) Use of Proceeds of Bond Letter of Credit. So long as the Letter of Credit shall
remain outstanding, permit any proceeds of the Letter of Credit to be used for any purpose other
than the payment of the principal of, interest on, redemption price of and purchase price of the
Bonds.
ARTICLE VI.
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. The occurrence of any of the following events
(whether voluntary or involuntary) shall be an “Event of Default” hereunder:
(a) (i) Any principal of any Reimbursement Obligation shall not be paid when the
same becomes due and payable, or (ii) any interest on any Reimbursement Obligation or any fees
or other amounts payable hereunder or under any other Credit Document shall not be paid within
five days after the same becomes due and payable; or
(b) Any representation or warranty made by the Company herein or by the Company
(or any of its officers) in any Credit Document or in connection with any Related Document or
any document delivered pursuant hereto or thereto shall prove to have been incorrect in any
material respect when made; or
(c) (i) The Company shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(b), 5.01(i), 5.02 or 5.03, or (ii) the Company shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or any other Credit
Document or Related Document on its part to be performed or observed if such failure shall
remain unremedied for 30 days after written notice thereof shall have been given to the Company
by the Bank; or
(d) Any material provision of this Agreement or any other Credit Document or
Related Document to which the Company is a party shall at any time and for any reason cease to
be valid and binding upon the Company, except pursuant to the terms thereof, or shall be
declared to be null and void, or the validity or enforceability thereof shall be contested in any
manner by the Company or any Governmental Authority, or the Company shall deny in any
manner that it has any or further liability or obligation under this Agreement or any other Credit
Document or Related Document to which the Company is a party; or
30

(e) The Company or any Material Subsidiary shall fail to pay any principal of or
premium or interest on any Debt (other than Debt under this Agreement) that is outstanding in a
principal amount in excess of $100,000,000 in the aggregate when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or instrument, if the effect of
such event or condition is to accelerate, or to permit the acceleration of, the maturity of such
Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption), prior to the
stated maturity thereof; or
(f) Any judgment or order for the payment of money in excess of $100,000,000 to the
extent not paid or insured shall be rendered against the Company or any Material Subsidiary and
either (i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or
(g) The Company or any Material Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be instituted by or against
the Company or any Material Subsidiary seeking to adjudicate it a bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part of its property and, in
the case of any such proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Company or any Material Subsidiary shall take
any corporate action to authorize any of the actions set forth above in this subsection (g); or
(h) An ERISA Event shall have occurred that, when taken together with all other
ERISA Events that have occurred, has resulted in, or is reasonably likely to result in, a Material
Adverse Effect; or
(i) (i) Berkshire Hathaway Inc. shall fail to own, directly or indirectly, at least 50% of
the issued and outstanding shares of common stock of the Company, calculated on a fully diluted
basis or (ii) MidAmerican Energy Holdings Company shall fail to own, directly or indirectly, at
least 80% of the issued and outstanding shares of common stock of the Company, calculated on a
fully diluted basis (each, a “Change of Control”); provided that, in each case of the foregoing
clauses (i) and (ii), such failure shall not constitute an Event of Default unless and until a Rating
Decline has occurred; or
31

(j) Any “Event of Default” under and as defined in the Indenture shall have occurred
and be continuing; or
(k) Any approval or order of any Governmental Authority related to any Credit
Document or any Related Document shall be
(i) rescinded, revoked or set aside or otherwise cease to remain in full force
and effect, or
(ii) modified in any manner that, in the opinion of the Bank, could reasonably
be expected to have a material adverse effect on (i) the business, assets, operations,
condition (financial or otherwise) or prospects of the Company and its Subsidiaries taken
as a whole, (ii) the legality, validity or enforceability of any of the Credit Documents or
the Related Documents to which the Company is a party, or the rights, remedies and
benefits available to the parties thereunder, or (iii) the ability of the Company to perform
its obligations under the Credit Documents or the Related Documents to which the
Company is a party; or
(l) Any change in Applicable Law or any action by any Governmental Authority shall
occur which has the effect of making the transactions contemplated by the Credit Documents or
the Related Documents unauthorized, illegal or otherwise contrary to Applicable Law; or
(m) The Custodian Agreement after delivery under Article III hereof shall for any
reason, except to the extent permitted by the terms thereof, fail or cease to create valid and
perfected Liens (to the extent purported to be granted by the Custodian Agreement and subject to
the exceptions permitted thereunder) in any of the collateral purported to be covered thereby,
provided, that such failure or cessation relating to any non-material portion of such collateral
shall not constitute an Event of Default hereunder unless the same shall not have been corrected
within 30 days after the Company becomes aware thereof.
SECTION 6.02. Upon an Event of Default. If any Event of Default shall have
occurred and be continuing, the Bank may (i) by notice to the Company, declare the obligation of
the Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith
terminate, (ii) give notice to the Trustee (A) pursuant to Section 9.01(d) of the Indenture, not
later than the ninth Business Day following the honoring of a drawing under the Letter of Credit
to pay interest on the Bonds, that the Bank has not been reimbursed for such drawing and/or (B)
as provided in Section 9.01(e) of the Indenture, and to declare the principal of all Bonds then
outstanding to be immediately due and payable, (iii) declare the principal amount of all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
under any other Credit Document or in respect hereof or thereof to be forthwith due and payable,
whereupon all such principal, interest and all such other amounts shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company, and (iv) in addition to other rights and
remedies provided for herein or in the Custodian Agreement or otherwise available to the Bank,
as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a secured
party on default under the Uniform Commercial Code in effect in the State of New York at that
time; provided that, if an Event of Default described in Section 6.01(g) shall have occurred or an
32

Event of Default described in Section 6.01(i) shall have occurred, automatically, (x) the
obligation of the Bank hereunder to issue the Letter of Credit shall terminate, (y) all
Reimbursement Obligations, all interest thereon and all other amounts payable hereunder or
under any other Credit Document or in respect hereof or thereof shall become and be forthwith
due and payable, without presentment, demand, protest, or further notice of any kind, all of
which are hereby expressly waived by the Company and (z) the Bank shall give the notice to the
Trustee referred to in clauses (ii) and (iv) above.
ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendments, Etc. No amendment or waiver of any provision of any
Credit Document, nor consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank and the Company and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 7.02. Notices, Etc. All notices and other communications provided for
hereunder or under any other Credit Document (other than notices delivered pursuant to Section
2.02(a) or as otherwise specified hereunder or under any other Credit Document) shall be in
writing and mailed, telecopied, emailed or delivered as follows:
The Company:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

The Bank:
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy No.: XXXX
E-mail: XXXX

or, as to each party or at such other address as shall be designated by such party in a written
notice to the other parties. All such notices and communications shall, when mailed and
addressed as aforesaid, be effective three days after being deposited in the mails, or when
received by telecopy, telex or e-mail, respectively, be effective when received during the
recipient’s normal business hours and addressed as aforesaid.
33

SECTION 7.03. No Waiver, Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right hereunder or under any other Credit Document shall operate
as a waiver thereof; nor shall any single or partial exercise of any right hereunder or thereunder
preclude any other or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.
SECTION 7.04. Set-off. Upon the occurrence and during the continuance of any
Event of Default, the Bank is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by the
Bank to or for the credit or the account of the Company against any and all of the obligations of
the Company now or hereafter existing under any Credit Document, irrespective of whether or
not the Bank shall have made any demand hereunder and although such obligations may be
contingent or unmatured.
SECTION 7.05. Indemnification. The Company hereby indemnifies and holds the
Bank and each of its Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) harmless from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) which such Indemnified Party may incur or which may
be claimed against such Indemnified Party by any Person:
(a) by reason of any inaccuracy or alleged inaccuracy in any material respect, or any
untrue statement or alleged untrue statement of any material fact, contained in the Official
Statement or any amendment or supplement thereto, except to the extent contained in or arising
from information in the Official Statement (or any amendment or supplement thereto) supplied
in writing by and describing the Bank; or by reason of the omission or alleged omission to state
therein a material fact necessary to make such statements, in the light of the circumstances under
which they were made, not misleading; or
(b) by reason of or in connection with the execution, delivery or performance of this
Agreement, the other Credit Documents or the Related Documents, or any transaction
contemplated by this Agreement, the other Credit Documents or the Related Documents, other
than as specified in subsection (c) below; or
(c) by reason of or in connection with the execution and delivery or transfer of, or
payment or failure to make payment under, the Letter of Credit; provided, however, that the
Company shall not be required to indemnify any such party pursuant to this Section 7.05(c) for
any claims, damages, losses, liabilities, costs or expenses to the extent caused, as determined by
a court of competent jurisdiction by final and nonappealable judgment, by (i) the Bank’s willful
misconduct or gross negligence in determining whether documents presented under the Letter of
Credit comply with terms of the Letter of Credit or (ii) the Bank’s willful or grossly negligent
failure to make lawful payment under the Letter of Credit after the presentation to it by the
Trustee under the Indenture of a certificate strictly complying with the terms and conditions of
the Letter of Credit.
34

Nothing in this Section 7.05 is intended to limit the Company’s obligations contained in
Article II. Without prejudice to the survival of any other obligation of the Company hereunder or
under any other Credit Document, the indemnities and obligations of the Company contained in
this Section 7.05 shall survive the payment in full of amounts payable pursuant to Article II, and
the termination of the Letter of Credit.
SECTION 7.06. Liability of the Bank. The Company assumes all risks of the acts or
omissions of the Trustee and any other beneficiary or transferee of the Letter of Credit with
respect to its use of the Letter of Credit. Neither the Bank, nor any of its officers or directors,
shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or any
acts or omissions of the Trustee and any other beneficiary or transferee in connection therewith;
(b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient, fraudulent or
forged; (c) payment by the Bank against presentation of documents which do not comply with
the terms of the Letter of Credit, including failure of any documents to bear any reference or
adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making
or failing to make payment under the Letter of Credit, except that the Company shall have a
claim against the Bank and the Bank shall be liable to the Company, to the extent of any direct,
as opposed to consequential, damages suffered by the Company which the Company proves, in a
court of competent jurisdiction by final and nonappealable judgment, were caused by (i) the
Bank’s willful misconduct or gross negligence in determining whether documents presented
under the Letter of Credit are genuine or comply with the terms of the Letter of Credit or (ii) the
Bank’s willful or grossly negligent failure to make lawful payment under the Letter of Credit
after the presentation to it by the Trustee under the Indenture of a certificate strictly complying
with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the
foregoing, the Bank may accept original or facsimile (including telecopy) certificates presented
under the Letter of Credit that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary.
SECTION 7.07. Costs, Expenses and Taxes.
The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
in connection with the preparation, issuance, delivery, filing, recording, and administration of
this Agreement, the Letter of Credit, the other Credit Documents and any other documents which
may be delivered in connection with the Credit Documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Bank incurred in connection with
the preparation and negotiation of this Agreement, the Letter of Credit and any other Credit
Documents and any document delivered in connection therewith and all costs and expenses
incurred by the Bank (including reasonable fees and out-of-pocket expenses of counsel) in
connection with (i) the transfer, drawing upon, change in terms, maintenance, amendment,
renewal or cancellation of the Letter of Credit, (ii) any and all amounts which the Bank has paid
relative to the Bank’s curing of any Event of Default resulting from the acts or omissions of the
Company under this Agreement, any other Credit Document or any Related Document, (iii) the
enforcement of, or protection of rights under, this Agreement, any other Credit Document or any
Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any
action or proceeding relating to a court order, injunction, or other process or decree restraining or
seeking to restrain the Bank from paying any amount under the Letter of Credit or (v) any
35

waivers or consents or amendments to or in respect of this Agreement, the Letter of Credit or any
other Credit Document requested by the Company. In addition, the Company shall pay any and
all stamp and other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing and recording of this Agreement, the Letter of Credit, any other Credit
Documents or any of such other documents (“Other Taxes”), and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such Other Taxes.
SECTION 7.08. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company and the Bank and thereafter shall (a) be
binding upon the Company and its successors and assigns, and (b) inure to the benefit of and be
enforceable by the Bank and each of its successors, transferees and assigns; provided that, the
Company may not assign all or any part of its rights or obligations under any Credit Document
without the prior written consent of the Bank.
SECTION 7.09. Assignments and Participation.
(a) The Bank may assign to one or more banks, financial institutions or other entities
(each a “Bank Assignee”) all of its rights and obligations under this Agreement, the other Credit
Documents and the Related Documents (including, without limitation, all of its Commitment and
the Reimbursement Obligations owing to it); provided, however, that (i) the Company (unless an
Event of Default shall have occurred and be continuing or such assignment is to an Affiliate of
the Bank) shall have consented to such assignment (which consent shall not be unreasonably
withheld or delayed) by signing the Assignment and Assumption referred to in clause (ii) below,
and (ii) the parties to each such assignment shall execute and deliver to the Bank, for its
acceptance and recording in the Register (as defined in Section 7.09(c)), an Assignment and
Assumption. Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Assumption, (x) the Bank Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned
to it pursuant to such Assignment and Assumption, have the rights and obligations of the Bank
hereunder and (y) the Bank as assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its
rights and be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of the Bank’s rights and
obligations under this Agreement, the Bank shall cease to be a party hereto). Notwithstanding
anything to the contrary contained in this Agreement, the Bank may at any time assign all or any
portion of the demand loans owing to it to any Affiliate of the Bank. No such assignment
referred to in the preceding sentence, other than to an Affiliate of the Bank consented to by the
Company (such consent not to be unreasonably withheld or delayed), shall release the Bank from
its obligations hereunder. Nothing contained in this Section 7.09 shall be construed to relieve the
Bank of any of its obligations under the Letter of Credit, other than as contemplated in the last
sentence of Section 7.09(h).
(b) By executing and delivering an Assignment and Assumption, the Bank as assignor
thereunder and the Bank Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the
Bank as assignor thereunder makes no representation or warranty and assumes no responsibility
36

with respect to any statements, warranties or representations made in or in connection with this
Agreement, any other Credit Document or any Related Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto; (ii) the Bank as assignor thereunder makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the performance or
observance by the Company of any of its obligations under this Agreement, any other Credit
Document or any Related Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) such Bank Assignee confirms that it has received a copy of each Credit
Document, together with copies of the financial statements referred to in Section 5.01(h) of this
Agreement and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Assumption; (iv) such Bank
Assignee will, independently and without reliance upon the Bank as Assignor and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents; and (v) such Bank
Assignee agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as Assignee of the Bank.
(c) The Bank shall maintain at the address listed below its name on its signature page
hereto a copy of each Assignment and Assumption delivered to and accepted by it and a register
for the recordation of the names and addresses of the Bank Assignees and the Commitment of,
and principal amount of the Reimbursement Obligations owing to, each Bank Assignee from
time to time in such form as the Bank shall determine (the “Register”). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest error, and the
Company and the Bank may treat each Person whose name is recorded in the Register as a Bank
Assignee for all purposes of the Credit Documents. The Register shall be available for inspection
by the Company or the Bank or any Bank Assignee at any reasonable time and from time to time
upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Assumption executed by the Bank and a
Bank Assignee, the Bank shall, if such Assignment and Assumption has been completed, and has
been signed by the Company (if the Company’s consent is required), (i) accept such Assignment
and Assumption, (ii) record the information contained therein in the Register and (iii) give
prompt notice of such recordation to the Company.
(e) The Bank may sell participations to one or more banks, financial institutions or
other entities (each a “Participant”) in all or a portion of its rights and obligations under this
Agreement, the other Credit Documents and the Related Documents (including, without
limitation, all or a portion of its Commitment and the Reimbursement Obligations owing to it);
provided, however, that (i) the Bank’s obligations under this Agreement (including, without
limitation, its Commitment to the Company hereunder) shall remain unchanged, (ii) the Bank
shall remain solely responsible to the other parties hereto for the performance of such
obligations, and (iii) the Company shall continue to deal solely and directly with such Bank in
connection with the Bank’s rights and obligations under this Agreement. Any agreement
pursuant to which the Bank may grant such a participating interest shall provide that the Bank
shall retain the sole right and responsibility to enforce the obligations of the Company hereunder
or under any other Credit Document including, without limitation, the right to approve any
37

amendment, modification or waiver of any provision of the Credit Documents; provided that
such participation agreement may provide that the Bank will not agree to any modification,
amendment or waiver of any Credit Document which would (a) waive, modify or eliminate any
of the conditions precedent specified in Article III, (b) increase or extend the Commitment of the
Bank or subject the Bank to any additional obligations, (c) forgive principal, interest, fees or
other amounts payable hereunder or under any other Credit Document or reduce the rate at which
interest or any fee is calculated, (d) postpone any date fixed for any payment of principal,
interest, fees or other amounts payable hereunder or under any other Credit Document, (e) or
waive any requirement for the release of collateral or (f) amend this Section 7.09(e).
(f) The Bank may, in connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 7.09, disclose to the assignee or participant
or proposed assignee or participant, any information relating to the Company furnished to the
Bank by or on behalf of the Company; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Company received by it from the Bank.
(g) Anything in this Section 7.09 to the contrary notwithstanding, the Bank, any Bank
Assignee or any Participant may assign and pledge all or any portion of its Commitment and the
Reimbursement Obligations owing to it to any Federal Reserve Bank or any other central
banking authority (and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the assigning or pledging entity from
its obligations hereunder.
(h) If the Bank, any Bank Assignee or Participant (the “Demanding Entity”) shall
make any demand for payment under Section 2.07 or 2.08, then within 30 days after any such
demand, the Company may, with the approval of the Bank (which approval shall not be
unreasonably withheld) and provided that no Event of Default or Default shall then have
occurred and be continuing, demand that such Demanding Entity assign in accordance with this
Section 7.09 to one or more assignees designated by the Company all (but not less than all) of
such Demanding Entity’s Commitment and the Reimbursement Obligations owing to it within
the period ending on such 30th day. If any such assignee designated by the Company shall fail
to consummate such assignment on terms acceptable to such Demanding Entity, or if the
Company shall fail to designate any such assignees for all or part of the Demanding Entity’s
Commitment or Reimbursement Obligations, then such demand by the Company shall become
ineffective; it being understood for purposes of this subsection (h) that such assignment shall be
conclusively deemed to be on terms acceptable to such Demanding Entity, and such Demanding
Entity shall be compelled to consummate such assignment to an assignee designated by the
Company, if such assignee (i) shall agree to such assignment by entering into an Assignment and
Assumption in substantially the form of Exhibit C hereto with such Demanding Entity and
(ii) shall offer compensation to such Demanding Entity in an amount equal to all amounts then
owing by the Company to such Demanding Entity hereunder, whether for principal, interest,
fees, costs or expenses (other than the demanded payment referred to above and payable by the
Company as a condition to the Company’s right to demand such assignment), or otherwise.
Notwithstanding anything to the contrary in this Section, if the Company exercises its right to
demand the Bank to assign its Commitment and Reimbursement Obligations under this
38

subsection (h) while the Letter of Credit is outstanding, on the date such assignment becomes
effective, (i) the Bank Assignee shall agree to assume all of the Bank’s Commitment and
Reimbursement Obligations pursuant to such assignment, (ii) the Bank Assignee shall issue a
replacement Letter of Credit in accordance with the terms of the Indenture, (iii) the Letter of
Credit issued by the Bank shall be terminated in accordance with its terms and surrendered to the
Bank, (iv) the Company shall pay to the Bank all amounts then due and payable to the Bank
hereunder and under the other Credit Documents and (v) the Bank shall cease to be a party
hereto.
SECTION 7.10. Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.
SECTION 7.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 7.12. Headings. Section headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 7.13. Submission To Jurisdiction; Waivers. The Company hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Related Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to the Company at its address set forth in Section 7.02 of this Agreement or at
such other address of which the Bank shall have been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction.
This Section 7.13 shall not be construed to confer a benefit upon, or grant a right or privilege to,
any Person other than the parties hereto.
39

SECTION 7.14. Acknowledgments. The Company hereby acknowledges:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement, the other Credit Documents and other Related Documents;
(b) the Bank has no fiduciary relationship to the Company, and the relationship
between Bank, on the one hand, and the Company on the other hand, is solely that of debtor and
creditor; and
(c) no joint venture exists between the Company and the Bank.
SECTION 7.15. WAIVERS OF JURY TRIAL. THE COMPANY AND THE
BANK HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN. THIS SECTION 7.15 SHALL NOT BE CONSTRUED TO CONFER A
BENEFIT UPON, OR GRANT A RIGHT OR PRIVILEGE TO, ANY PERSON OTHER
THAN THE PARTIES HERETO.
SECTION 7.16. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
SECTION 7.17. Reimbursement Agreement for Purposes of Indenture. This
Agreement shall be deemed to be the “Reimbursement Agreement” for the purpose of the
Indenture.
SECTION 7.18. USA PATRIOT Act. The Bank hereby notifies the Company that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies the Company, which information includes the name and address of the
Company and other information that will allow the Bank to identify the Company in accordance
with the Patriot Act.
[Signature pages follow]

Exhibit A
Page 1 of 15
Exhibit A
Form of Letter of Credit
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.

Date: March 26, 2013

Amount: USD 42,080,439.00
Expiration Date: March 26, 2015

Beneficiary:
The Bank of New York Mellon Trust
Company, N.A.
as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Applicant:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

Dear Sir or Madam:
We hereby issue our Irrevocable Transferable Direct Pay Letter of Credit No.
(“Letter of Credit”) at the request and for the account of PacifiCorp (the
“Company”) pursuant to that certain Letter of Credit and Reimbursement Agreement, dated as of
March 26, 2013, between the Company and us (as amended, supplemented or otherwise
modified from time to time being herein referred to as the “Reimbursement Agreement”), in
your favor, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), between City of
Gillette, Campbell County, Wyoming (the “Issuer”) and you (successor to The First National
Bank of Chicago), as Trustee for the benefit of the Bondholders referred to therein, pursuant to
which USD 41,200,000.00 in aggregate principal amount of the Issuer’s Customized Purchase
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1988 (the “Bonds”)
were issued. This Letter of Credit is only available to be drawn upon with respect to Bonds
bearing interest at a rate other than a fixed interest rate pursuant to the Indenture. This Letter of
Credit is in the total amount of USD 42,080,439.00 (subject to adjustment as provided below).
This Letter of Credit shall be effective immediately and shall expire upon the earliest to
occur of (i) March 26, 2015, or if not a Business Day, the next succeeding Business Day (the
“Stated Expiration Date”), (ii) four business days following your receipt of written notice from
us (A) notifying you of the occurrence and continuance of an Event of Default under the

Exhibit A
Page 2 of 15
Reimbursement Agreement and stating that such notice is given pursuant to Section 9.01(e) of
the Indenture or (B) notifying you, not later than the ninth Business Day following the date we
honor a Regular Drawing drawn against the Interest Component, that we have not been
reimbursed for such Drawing and stating that such notice is given pursuant to Section 9.01(d) of
the Indenture, (iii) the date on which we receive a written and completed certificate signed by
you in the form of Exhibit 5 attached hereto, (iv) the date which is 15 days following the
Conversion Date for all Bonds remaining outstanding to a fixed interest rate pursuant to the
Indenture as such date is specified in a written and completed certificate signed by you in the
form of Exhibit 6 attached hereto and (v) the date on which we receive and honor a written and
completed certificate signed by you in the form of Exhibit 1, Exhibit 2 or Exhibit 3 attached
hereto, stating that the drawing thereunder is the final drawing under the Letter of Credit (such
earliest date being the “Cancellation Date”).
Prior to the Cancellation Date, we may extend the Stated Expiration Date from time to
time at the request of the Company by delivering to you an amendment to this Letter of Credit in
the form of Exhibit 8 attached hereto designating the date to which the Stated Expiration Date is
being extended. Each such extension of the Stated Expiration Date shall become effective on the
date of such amendment and thereafter all references in this Letter of Credit to the Stated
Expiration Date shall be deemed to be references to the date designated as such in such
amendment. Any date to which the Stated Expiration Date has been extended as herein provided
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstatement as provided below, is USD 42,080,439.00, of which the
aggregate amounts set forth below may be drawn as indicated.
(i) An aggregate amount not exceeding USD 41,200,000.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of payment of
principal of the Bonds (or the portion of the purchase price of Bonds corresponding to
principal) (the “Principal Component”).
(ii) An aggregate amount not exceeding USD 880,439.00, as such amount
may be reduced and restored as provided below, may be drawn in respect of the payment
of up to 65 days’ interest on the principal amount of the Bonds computed at a maximum
rate of 12% per annum calculated on the basis of a 365-day year (or the portion of the
purchase price of Bonds corresponding thereto) (the “Interest Component”).
The Principal Component and the Interest Component shall be reduced effective upon our
receipt of a certificate in the form of Exhibit 4 attached hereto completed in strict compliance
with the terms hereof.
The presentation of a certificate requesting a drawing hereunder, in strict compliance
with the terms hereof shall be a “Drawing”; a Drawing in respect of a regularly scheduled
interest payment or payment of principal of and interest on the Bonds upon scheduled or
accelerated maturity shall be a “Regular Drawing”; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a “Redemption Drawing”; and

Exhibit A
Page 3 of 15
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01, 3.02, 3.03, 3.04,
3.05 or 3.14 of the Indenture shall be a “Tender Drawing”.
Upon our honoring of any Regular Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate; provided,
however, that, unless the Cancellation Date shall have occurred, the amount of any Regular
Drawing hereunder drawn against the Interest Component shall be automatically reinstated as of
our close of business in New York, New York on the ninth business day following the date of
such honoring by such amount so drawn against the Interest Component, unless you shall have
received written notice from us not later than the ninth business day following the date of such
honoring that there shall be no such reinstatement.
Upon our honoring of any Redemption Drawing hereunder, the Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
amount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Interest Component shall be reduced immediately following such honoring by an amount equal
to 65 days’ interest on such principal amount of the Bonds to be redeemed computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
Upon our honoring of any Tender Drawing hereunder, the Principal Component and the
Interest Component shall be reduced immediately following such honoring, in each case by an
amount equal to the respective component of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing, together with interest, if any, owing
thereon pursuant to the Reimbursement Agreement, the Principal Component and the Interest
Component, respectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone request, we will confirm reinstatement pursuant to this paragraph.
Funds under this Letter of Credit are available to you against the appropriate certificate
specified below, duly executed by you and appropriately completed.

Type of Drawing
Exhibit Setting Forth
Form of Certificate Required
Regular Drawing Exhibit 1
Tender Drawing Exhibit 2
Redemption Drawing Exhibit 3

Drawing certificates and other certificates hereunder shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Royal Bank of Scotland plc,
600 Washington Boulevard, Stamford, Connecticut 06901, Letter of Credit Department (or at
any other office which may be designated by us by written notice delivered to you at least 15
days prior to the applicable date of Drawing) (the “Bank’s Office”). The certificates you are
required to submit to us may be submitted to us by facsimile transmission to the following

Exhibit A
Page 4 of 15
numbers: XXXX, or any other facsimile number(s) which may be designated by us by written
notice delivered to you at least 15 days prior to the applicable date of Drawing. You shall use
your best efforts to confirm such notice of a Drawing by telephone to one of the following
numbers (or any other telephone number which may be designated by us by written notice
delivered to you at least 15 days prior to the applicable date of Drawing): XXXX or XXXX, but
such telephonic notice shall not be a condition to a Drawing hereunder. If we receive your
certificate(s) at such office, all in strict conformity with the terms and conditions of this Letter of
Credit, (i) with respect to any Regular Drawing or Redemption Drawing, at or before 3:00 P.M.
(New York City time), we will honor such Drawing(s) at or before 1:00 P.M. (New York City
time), on the second succeeding business day, and (ii) with respect to any Tender Drawing, at or
before 11:00 A.M. (New York City time), on a business day on or before the Cancellation Date,
we will honor such Drawing(s) at or before 2:30 P.M. (New York City time), on the same
business day, in accordance with your payment instructions; provided, however, that you will use
your best efforts to give us telephonic notification of any such pending presentation to the
telephone numbers designated above, (A) with respect to any Regular Drawing or Redemption
Drawing, at or before 10:00 A.M. (New York City time) on the next preceding business day, (B)
with respect to any Tender Drawing to pay the purchase price of Bonds in accordance with
Section 3.01 or 3.02 of the Indenture, at or before 10:00 A.M. (New York City time) on the same
business day and (C) with respect to any Tender Drawing to pay the purchase price of Bonds in
accordance with Section 3.03, 3.04, 3.05 or 3.14 of the Indenture, at or before 12:00 noon (New
York City time) on the next preceding business day. If we receive your certificate(s) at such
office, all in strict conformity with the terms and conditions of this Letter of Credit (i) after 3:00
P.M. (New York City time), in the case of a Regular Drawing or a Redemption Drawing, on any
business day on or before the Cancellation Date, we will honor such certificate(s) at or before
1:00 P.M. (New York City time) on the third succeeding business day, or (ii) after 11:00 A.M.
(New York City time), in the case of a Tender Drawing, on any business day on or before the
Cancellation Date, we will honor such certificate(s) at or before 2:30 P.M. (New York City time)
on the next succeeding business day. Payment under this Letter of Credit will be made by wire
transfer of Federal Funds to your account with any bank that is a member of the Federal Reserve
System. All payments made by us under this Letter of Credit will be made with our own funds
and not with any funds of the Company, its affiliates or the Issuer. As used herein, “business
day” means a day except a Saturday, Sunday or other day (i) on which banking institutions in the
city or cities in which the designated office under the Indenture of the Trustee, the remarketing
agent under the Indenture or the paying agent under the Indenture or the office of the Bank
which will honor draws upon this Letter of Credit are located are required or authorized by law
or executive order to close or are closed, or (ii) on which the New York Stock Exchange, the
Company or remarketing agent under the Indenture is closed.
This Letter of Credit is transferable in its entirety (but not in part) to any transferee who
has succeeded you as Trustee under the Indenture, and such transferred Letter of Credit may be
successively transferred to any successor Trustee thereunder, but may not be assigned,
transferred or conveyed under any other circumstance. Transfer of the available balance under
this Letter of Credit to such transferee shall be effected by the presentation to us of this Letter of
Credit and all amendments hereto, accompanied by a certificate in the form set forth in Exhibit 7.
Upon such transfer, we will endorse the transfer on the reverse of this Letter of Credit and
forward it directly to such transferee with our customary notice of transfer. In connection with

Exhibit A
Page 5 of 15
such transfer, a transfer fee will be charged to the account of the Applicant, but the payment of
such fee will not be a condition to the effectiveness of such transfer.
This Letter of Credit may not be transferred to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herein, this Letter of Credit shall be governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce (“ISP98”). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the laws of the State of New York, including the Uniform
Commercial Code as in effect in the State of New York.
This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in
any way be modified, amended, amplified or limited by reference to any document, instrument
or agreement referred to herein (including, without limitation, the Bonds and the Indenture),
except only the certificates referred to herein; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except for such
certificates. Whenever and wherever the terms of this Letter of Credit shall refer to the purpose
of a Drawing hereunder, or the provisions of any agreement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively determined
by reference to the statements made in the certificate accompanying such Drawing.
Yours very truly,

THE ROYAL BANK OF SCOTLAND PLC

By _________________________
Name:
Title:

By _________________________
Name:
Title:

Exhibit A
Page 6 of 15
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which are due and payable (or which have been declared to be due and payable) and with
respect to the payment of which the Trustee is presenting this Certificate, are as follows:
Principal: USD __________
Interest: USD __________
(3) The respective portions of the amount of this Certificate in respect of payment of
principal of and interest on the Bonds have been computed in accordance with (and this
Certificate complies with) the terms and conditions of the Bonds and the Indenture.
(4) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(5) This Certificate is being presented upon the [scheduled maturity of the
Bonds] [accelerated maturity of the Bonds pursuant to the Indenture]* and is the final
Drawing under the Letter of Credit in respect of principal of and interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordance with its
terms. The original of the Letter of Credit, together with all amendments, is returned
herewith.]**
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

* Insert appropriate bracketed language. ** To be used upon scheduled or accelerated maturity of the Bonds.

Exhibit A
Page 7 of 15
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to principal as of __________ (the “Purchase Date”)
is USD __________, which does not exceed the Principal Component under the Letter of Credit.
(3) The amount of the Tender Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
__________,*** which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or cause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 26, 2013, among the Company, the Bank
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
otherwise modified from time to time.
(7) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
*** Assuming payment under the Letter of Credit pursuant to a Regular Drawing for interest on the Bonds due and
payable on or after the date of this Certificate but prior to the Purchase Date.

Exhibit A
Page 8 of 15
[(8) This Certificate is being presented upon the occurrence of a mandatory
purchase under Section 3.14 of the Indenture and is the final Drawing under the Letter of
Credit. Upon the honoring of this Certificate, the Letter of Credit will expire in
accordance with its terms. The original of the Letter of Credit, together with all
amendments, is returned herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be included if Certificate is being presented in connection with a mandatory purchase of the Bonds under
Section 3.14 of the Indenture but only if no further draws under the Letter of Credit are required pursuant to the
Indenture on or prior to the Purchase Date.

Exhibit A
Page 9 of 15
EXHIBIT 3
REDEMPTION DRAWING CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The amount of the Redemption Drawing to pay the portion of the redemption
price of the Bonds corresponding to principal is USD __________, which does not exceed the
Principal Component under the Letter of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the redemption price of the Bonds corresponding to interest is USD __________, which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
__________.
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
[(7) This Certificate is the final Drawing under the Letter of Credit and, upon the
honoring of such Certificate, the Letter of Credit will expire in accordance with its terms.
The original of the Letter of Credit, together with all amendments, is returned
herewith.]****
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

**** To be used upon optional or mandatory redemption of the Bonds in full.

Exhibit A
Page 10 of 15
EXHIBIT 4
REDUCTION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies as follows to The Royal Bank of
Scotland plc (the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit
No. (the “Letter of Credit”), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defined herein shall have the meanings given
them in the Letter of Credit.
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The aggregate principal amount of the Bonds outstanding (as defined in the
Indenture) has been reduced to USD __________.
(3) The Principal Component is hereby correspondingly reduced to USD
__________.
(4) The Interest Component is hereby reduced to USD __________, equal to 65 days’
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
maximum rate of 12% per annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 11 of 15
EXHIBIT 5
TERMINATION CERTIFICATE

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc
(the “Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The conditions to termination of the Letter of Credit set forth in the Indenture
have been satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.*****
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

***** To be used upon cancellation due to the Trustee’s acceptance of an Alternate Credit Facility pursuant to the
Indenture, upon Trustee’s confirmation that no Bonds remain outstanding or upon termination pursuant to Section
6.04 of the Indenture.

Exhibit A
Page 12 of 15
EXHIBIT 6
NOTICE OF CONVERSION

The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the “Trustee”), hereby certifies to The Royal Bank of Scotland plc (the
“Bank”), with reference to Irrevocable Transferable Direct Pay Letter of Credit No.
(the “Letter of Credit”; the terms defined therein and not otherwise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(1) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds remaining outstanding have been converted to a
fixed interest rate pursuant to the Indenture on __________ (the “Conversion Date”), and
accordingly, said Letter of Credit shall terminate fifteen (15) days after such Conversion Date in
accordance with its terms.
(3) The original of the Letter of Credit and all amendments thereto are returned
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:

Exhibit A
Page 13 of 15
EXHIBIT 7
INSTRUCTIONS TO TRANSFER
_______________, 20___
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

RE: The Royal Bank of Scotland plc Irrevocable Transferable Direct Pay Letter of
Credit No.

Ladies and Gentlemen:
The undersigned, as Trustee under the Trust Indenture, dated as of January 1, 1988 (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), between
City of Gillette, Campbell County, Wyoming and The Bank of New York Mellon Trust
Company, N.A., is named as beneficiary in the Letter of Credit referred to above (the “Letter of
Credit”). The transferee named below has succeeded the undersigned as Trustee under the
Indenture.
______________________________
(Name of Transferee)
______________________________
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the Letter of Credit are transferred to
such transferee and such transferee shall hereafter have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deemed to have been transferred to
such transferee until such transfer complies with the requirements of the Letter of Credit
pertaining to transfers. The undersigned transferor confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therewith we ask you to endorse the within transfer on the reverse thereof and
forward it directly to the transferee with your customary notice of transfer.

Exhibit A
Page 14 of 15
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the _____ day of __________, 20___.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Title:
[NAME OF TRANSFEREE], as transferee
By:
Title:

Exhibit A
Page 15 of 15
EXHIBIT 8
EXTENSION AMENDMENT
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
Dated: _________________

Beneficiary:

The Bank of New York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department

Applicant:

PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116, USA

We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
as follows:

Stated Expiration Date is extended to: _____________________

All other terms and conditions remain unchanged. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.

THE ROYAL BANK OF SCOTLAND PLC

_________________________
Authorized Signature

________________________________________
Authorized Signer

Exhibit B
Page 1 of 11

Exhibit B
Form of Custodian Agreement
CUSTODIAN AGREEMENT
This CUSTODIAN AND PLEDGE AGREEMENT, dated as of March 26, 2013 (this
“Agreement”), is made by and among PACIFICORP, an Oregon corporation (the “Company”),
THE ROYAL BANK OF SCOTLAND PLC (the “Bank”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. (“BNYM”), as the Trustee pursuant to the Indenture
referred to below, as custodian (the “Custodian”).
RECITALS
A. The Company and the Bank have entered into a Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, relating to $41,200,000 City of Gillette,
Campbell County, Wyoming Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988 (as amended, restated, supplemented or otherwise modified
from time to time, the “Reimbursement Agreement”), pursuant to which the Bank has agreed to
issue the Letter of Credit (as defined in the Reimbursement Agreement) in favor of BNYM, as
trustee (the “Trustee”) under the Trust Indenture, dated as of January 1, 1988 (as amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), between City
of Gillette, Campbell County, Wyoming and the Trustee (successor trustee to The First National
Bank of Chicago), for the account of the Company.
B. It is a condition precedent under the Reimbursement Agreement to the obligation
of the Bank to issue the Letter of Credit that the Company and the Custodian shall have executed
and delivered this Agreement.
AGREEMENT
The Company and the Custodian each agree with the Bank as follows:
SECTION 1. Defined Terms. Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Reimbursement Agreement or the Indenture, as
applicable.
SECTION 2. Pledge. The Company hereby pledges, assigns, transfers, hypothecates
and delivers to the Bank all of its right, title and interest in, and grants to the Bank a first-priority
Lien upon, (i) the Bonds purchased with moneys received under the Letter of Credit in
connection with a Tender Drawing and owned or held by the Company or an Affiliate of the
Company, or the Trustee (collectively, the “Pledged Bonds”) and (ii) all proceeds of the Pledged
Bonds (such proceeds, together with the Pledged Bonds, collectively, the “Collateral”), all as
collateral security for the prompt and complete payment when due of all amounts payable by the
Company to the Bank, and the prompt and complete performance of all other obligations of the

Exhibit B
Page 2 of 11
Company to the Bank, whether now existing or hereafter arising, under or in respect of the
Reimbursement Agreement, the Letter of Credit, this Agreement and the Related Documents
(collectively, the “Obligations”). The Company hereby agrees that the Custodian shall act as the
agent and bailee of the Bank for the purpose of perfecting the Lien of this Agreement and of
holding the Collateral for the benefit of the Bank pursuant to the Indenture. For so long as the
Pledged Bonds are registered in the name of The Depository Trust Company (“DTC”), the
Custodian shall cause DTC to make appropriate entries on its books increasing the appropriate
securities account of the Custodian, as a direct participant of DTC, to include the Pledged Bonds,
and shall identify, by book-entry or otherwise, the Pledged Bonds as belonging to, or subject to a
security interest in favor of, the Bank, and shall send the Bank a confirmation of the transfer of
the Pledged Bonds to the Bank. The Custodian shall continuously identify the Pledged Bonds on
its books as being held for the account of the Bank and shall take all such action reasonably
requested by the Bank to ensure that the Bank shall be the “entitlement holder” with respect to
the Pledged Bonds having “control” of all “security entitlements” related to the Pledged Bonds
within the meaning of Article 8 of the Uniform Commercial Code as in effect from time to time
in the State of New York (“UCC Article 8”).
SECTION 3. Payments on Collateral. If, while this Agreement is in effect, the
Company shall become entitled to receive or shall receive any interest or other payment in
respect of the Collateral, the Company agrees to accept the same as the Bank’s agent, to hold the
same in trust on behalf of the Bank and to deliver the same forthwith to the Bank. The Company
instructs and authorizes the Custodian to hold and receive on the Bank’s behalf and to deliver
forthwith to the Bank any payment received by it in respect of the Collateral (including, without
limitation, the proceeds of any remarketing of the Pledged Bonds). All such payments in respect
of the Collateral that are paid to the Bank shall be credited against the Obligations as provided in
the Reimbursement Agreement.
SECTION 4. Release of Pledged Bonds. To the extent that the Bank receives
reimbursement in cash (whether under the Reimbursement Agreement or the Indenture) of an
amount equal to the amount of any Tender Drawing related to the purchase of Pledged Bonds in
a manner that will permit the reinstatement of the Letter of Credit in respect of such Pledged
Bonds in accordance with the terms of the Letter of Credit, the Bank agrees to provide written
notice to the Trustee that the Letter of Credit has been irrevocably reinstated in an amount equal
to the amount of such Tender Drawing, whereupon the Bank agrees to release from the Lien of
this Agreement the corresponding principal amount of Pledged Bonds. The Bank instructs and
authorizes the Custodian upon such release of any Pledged Bonds from the Lien of this
Agreement, to cause DTC to make appropriate entries on its books decreasing the appropriate
securities account of the Custodian to exclude such Pledged Bonds and to reclassify, by book-
entry or otherwise, the Pledged Bonds as not subject to a security interest in favor of the Bank.
SECTION 5. Representations and Warranties. The Company represents and warrants
that: (a) on the date of delivery of the Pledged Bonds to or for the benefit of the Bank, to the
Company’s knowledge, no other Person shall have any right, title or interest in and to the
Pledged Bonds; (b) the Company has, and on the date of delivery to or for the benefit of the
Bank of any of the Pledged Bonds will have, full power, authority and legal right to pledge all of
its right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (c) the pledge,
assignment and delivery of the Pledged Bonds pursuant to this Agreement will create a valid first

Exhibit B
Page 3 of 11
Lien on, and a perfected first-priority security interest in, all right, title and interest of the
Company in and to the Collateral, subject to no prior Lien on the property or assets of the
Company that would include the Pledged Bonds; and (d) the Company makes each of the
representations and warranties in the Reimbursement Agreement and Related Documents to and
for the benefit of the Bank as if the same were set forth in full herein. The Company shall be
deemed to have represented and warranted to the Bank on the date of each drawing under the
Letter of Credit that the statements contained herein are true and correct.
SECTION 6. Rights of the Bank. The Bank shall not be liable for any failure to collect
or realize upon all or any part of the Obligations or any collateral security (including, without
limitation, the Collateral) or guaranty for the Obligations, or for any delay in so doing, and the
Bank shall be under no obligation to take any action whatsoever with regard to the Obligations or
any such collateral security or guaranty. If an Event of Default has occurred and is continuing,
the Bank may, without notice, exercise all rights, privileges or options pertaining to any Pledged
Bonds as if it were the absolute owner of such Pledged Bonds, upon such terms and conditions as
it may determine, all without liability except to account for property actually received by it, but
the Bank shall have no duty to exercise any of those rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.
SECTION 7. Remedies. In the event that any portion of the Obligations has been
declared due and payable after an Event of Default, the Bank may, without demand of
performance or other demand, advertisement or notice of any kind (except the notice specified
below of the time and place of public or private sale) to or upon the Company or any other
Person (all and each of which demands, advertisements or notices are hereby expressly waived),
in its sole discretion, (a) exercise any or all of its rights and remedies under the Reimbursement
Agreement, the Letter of Credit, this Agreement, the Related Documents and any other
instruments and agreements securing, evidencing or relating to the Obligations or under
applicable law (including, without limitation, all of the rights and remedies of a secured creditor
under the Uniform Commercial Code as in effect from time to time in the State of New York or
the commercial code of any other applicable jurisdiction), (b) forthwith collect, receive,
appropriate and realize upon all or any part of the Collateral, (c) forthwith sell, assign, give an
option or options to purchase, contract to sell or otherwise dispose of and deliver all or any part
of the Collateral in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or at any of the Bank’s offices or elsewhere, upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk, with the right to the Bank upon any such sale or
sales, public or private, to purchase the whole or any part of the Collateral so sold, free of any
right or equity of redemption in the Company, which right or equity is hereby expressly waived
or released, or (d) take all or any combination of the foregoing actions. The Bank acknowledges
that, and will use commercially reasonable efforts to notify prior to the date of any such sale,
assignment, or disposition and delivery, any purchaser of any Collateral consisting of Pledged
Bonds that, upon such selling, assigning or disposing of and delivery of any portion of such
Pledged Bonds, that such Pledged Bonds are unrated. After deducting all reasonable costs and
expenses of every kind incurred in taking any of the foregoing actions or incidental to the care,
safekeeping or otherwise of any and all of the Collateral or in any way relating to the rights of
the Bank hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses,
after payment of all of the Obligations in such order as the Bank may elect (the Company

Exhibit B
Page 4 of 11
remaining liable to the extent provided under the Reimbursement Agreement for any deficiency
remaining unpaid after such application) and after payment by the Bank of any other amount
required or permitted by any provision of law, the Bank shall pay to the Company the surplus, if
any, of any amounts realized by the Bank under this Section 7 or such other Person entitled
thereto. The Company agrees that the Bank need not give more than 10 days’ notice of the time
and place of any public sale or of the time after which a private sale or other intended disposition
is to take place and that such notice is reasonable notification of such matters. No notification
need be given to the Company if it has signed after default a statement renouncing or modifying
any right to deficiency if the proceeds of any sale or other disposition of the Collateral are
insufficient to pay all amounts to which the Bank is entitled, including, without limitation, the
fees and costs of any attorneys employed by the Bank to collect such deficiency.
SECTION 8. No Disposition. The Company agrees that it will not sell, assign, transfer,
exchange or otherwise dispose of, or grant any option with respect to, the Collateral and that it
will not create, incur or permit to exist any Lien with respect to all or any part of the Collateral,
except for the Lien of this Agreement.
SECTION 9. Sale of Collateral.
(a) The Company recognizes that the Bank may be unable to effect a public sale of
any or all of the Pledged Bonds by reason of certain prohibitions contained in the Securities Act
of 1933, as amended (the “Securities Act”), and applicable state securities laws but may be
compelled to resort to one or more private sales to a restricted group of purchasers that will be
obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to distribution or resale. The Company acknowledges and agrees
that any such private sale may result in prices and other terms less favorable to the seller than if
such sale were a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner. The Bank
shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time
necessary to permit the Issuer to register such securities for public sale under the Securities Act
or under applicable state securities laws, even if the Issuer would agree to do so.
(b) The Company further agrees to do or cause to be done all such other acts and
things as may be lawfully necessary to make such sale or sales of all or any part of the Pledged
Bonds valid and binding and in compliance with any and all applicable laws, rules, regulations,
orders or decrees, all at the Company’s expense. The Company further agrees that a breach of
any of the covenants contained in this Section 9 will cause irreparable injury to the Bank for
which the Bank would have no adequate remedy at law in respect of such breach and, as a
consequence, agrees that each and every covenant contained in this Section 9 shall be
specifically enforceable against the Company, and the Company waives and agrees not to assert
any defenses against an action for specific performance of such covenants except for a defense
that no Event of Default has occurred under the Reimbursement Agreement. The Company
further acknowledges the impossibility of ascertaining the amount of damages that would be
suffered by the Bank by reason of a breach of any of such covenants and, consequently, agrees
that, if the Bank shall sue for wages for breach, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the principal of, and accrued interest on, the Pledged Bonds on the
date the Bank shall demand compliance with this Section 9.

Exhibit B
Page 5 of 11
SECTION 10. Further Assurances. The Company agrees that at any time and from
time to time upon the written request of the Bank, the Company will execute and deliver such
further documents and do such further acts and things as the Bank may reasonably request in
order to effect the purposes of this Agreement.
SECTION 11. Collateral Agency Agreement.
(a) The Bank hereby appoints the Custodian as agent and bailee for the Bank on the
terms and conditions of this Section 11, and the Custodian hereby accepts such appointment and
agrees with the Bank to act as agent without compensation separate from that provided to the
Custodian pursuant to the Indenture.
(b) The duties of the Custodian as agent under this Agreement shall be as follows:
(i) the Custodian shall hold (either directly or as a direct participant of DTC)
in a securities account for the benefit of the Bank all Pledged Bonds purchased by the
Custodian with drawings under the Letter of Credit pursuant to the Indenture, all
proceeds thereof and all other amounts held by the Custodian and payable to the Bank
pursuant to the Indenture;
(ii) upon the remarketing of Pledged Bonds, the Custodian shall deliver to the
Bank the proceeds of such remarketing and all other amounts received by the Custodian
and payable to the Bank pursuant to the Indenture; and
(iii) the Custodian shall comply with any notice, request or instruction of the
Bank with respect to the Pledged Bonds, subject to Section 4 hereof, without the further
consent of the Company such that the Bank shall be deemed to have “control” of the
Pledged Bonds as “security entitlements” within the meaning of UCC Article 8.
(c) The Custodian shall not pledge, hypothecate, transfer or release all or any part of
the Collateral to any other Person or in any manner not in accordance with this Section 11
without the prior written consent of the Bank.
(d) The Custodian shall transfer the benefits or obligations of this Agreement or the
Indenture only with the prior written consent of the Bank and only if any such transferee shall
have agreed in writing to be bound by the terms and conditions of this Section 11 and the
Indenture. Notwithstanding the preceding sentence, any corporation, association or other entity
into which the Custodian may be converted or merged, or with which it may be consolidated, or
to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and
business or any corporation, association or other entity resulting from any such conversion, sale,
merger, consolidation or other transfer to which it is a party, ipso facto, shall be and become
successor custodian hereunder, vested with all other matters as was its predecessor, without the
execution or filing of any instrument or consent or any further act on the part of the parties
hereto.
(e) Neither the Custodian nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be liable for any action lawfully taken or omitted to be taken
by it under or in connection with this Agreement (except for its own gross negligence or willful

Exhibit B
Page 6 of 11
misconduct). The Custodian undertakes to perform only such duties as are expressly set forth
herein. The Custodian may rely, and shall be protected in acting or refraining from acting, upon
any written notice, instruction or request furnished to it hereunder and believed by it to be
genuine and to have been signed or presented by the proper party. The Custodian shall have the
right to perform any of its duties hereunder through agents, attorneys, custodians or nominees,
and shall not be responsible for the misconduct or negligence of such agents, attorneys,
custodians and nominees appointed by it with due care. None of the provisions contained in this
Agreement shall require the Custodian to use or advance its own funds in the performance of any
of its duties or the exercise of any of its rights or powers hereunder. The Custodian may consult
with counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. Notwithstanding any provision to the contrary contained herein, the Custodian
shall not be relieved of liability arising in connection with its own gross negligence or willful
misconduct. The Company hereby agrees to indemnify, defend and hold harmless the Custodian
from and against all losses, damages, costs, charges, payments, liabilities and expenses,
including the costs of litigation, investigation and reasonable legal fees incurred by the Custodian
and arising directly or indirectly out of its role as Custodian pursuant to this Agreement, except
as caused by the Custodian’s willful misconduct or gross negligence.
SECTION 12. Notices. All notices, requests and other communications to any party
hereunder shall be in writing (including bank wire, telecopier, overnight courier or similar
writing) and shall be given to such party, addressed to it, at its address or telecopier number set
forth below or such other address or telecopier number as such party may specify by notice to the
other parties. Each such notice, request or communication shall be effective (a) if given by
telecopy, when sent by telecopier to the telecopier number specified below and receipt thereof
has been confirmed by telephone, (b) if given by mail, five days after such communication is
deposited in the mails with first-class postage prepaid, addressed as aforesaid, (c) if given by a
reputable overnight courier, upon confirmation of delivery by such courier, or (d) if given by any
other means, when delivered at the address specified below.
Party Address
Company: PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: XXXX
Telecopy No.: XXXX
Bank: The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy.: XXXX
with copies to:
The Royal Bank of Scotland plc

Exhibit B
Page 7 of 11
600 Washington Boulevard
Stamford, CT 06901
Attention: XXXX
Telecopy No.: XXXX

Custodian: The Bank of New York Mellon Trust Company, N.A.
2 North LaSalle Street, Suite 1020
Chicago, Illinois 60602, USA
Attention: Corporate Trust Department
Telecopy No.: XXXX

SECTION 13. Amendments and Waiver. No amendment or waiver of any provision of
this Agreement or consent to any departure by the Company or the Custodian from any such
provision shall in any event be effective unless the same shall be in writing and signed by the
Bank. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.
SECTION 14. Expenses. The Company shall pay to the Bank all expenses (including,
without limitation, reasonable fees and expenses of counsel) of, or incident to, any actual or
attempted sale or other disposition of, or any exchange, enforcement, collection, compromise or
settlement of or with respect to, all or any of the Collateral, by litigation or otherwise. The
Company shall reimburse the Bank on demand for all reasonable costs and expenses incurred in
connection with the negotiation, preparation, execution and administration of this Agreement,
including, without limitation, any fees or expenses paid by the Bank to the Custodian for its
services in connection with this Agreement or pursuant to Section 11 hereof.
SECTION 15. No Waiver; Remedies. No failure on the part of the Bank to exercise,
and no delay in exercising, any right under this Agreement shall operate as a waiver of such
right, and no single or partial exercise of any right under this Agreement shall preclude any
further exercise of such right or the exercise of any other right. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law.
SECTION 16. Severability. Any provision of this Agreement that is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or nonauthorization without invalidating the
remaining provisions of this Agreement or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
SECTION 17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION 18. Headings. Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.
SECTION 19. Counterparts. This Agreement may be signed in any number of
counterpart copies, and all such copies shall constitute one and the same instrument.

Exhibit B
Page 8 of 11
SECTION 20. Binding Effect. This Agreement shall become effective when it shall
have been executed and delivered by the Company, the Bank and the Custodian and thereafter
shall (a) be binding upon the Company and the Custodian, and their respective successors and
assigns, and (b) inure to the benefit of and be enforceable by the Bank and its successors,
transferees and assigns; provided that, the Company may not assign all or any part of its rights or
obligations under this Agreement without the prior written consent of the Bank unless such
assignment complies with the provisions of Section 7.09 of the Reimbursement Agreement.
SECTION 21. Deemed Pledge Agreement for Purposes of Indenture. This Agreement
shall be deemed to be the “Pledge Agreement” for the purpose of the Indenture.

[Signature pages follow]
S-1
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($41,200,000 City of Gillette, Campbell County, Wyoming Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1988)

Exhibit B
Page 9 of 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and delivered as of the date first above written.
THE ROYAL BANK OF SCOTLAND PLC
By
Name:
Title:
S-2
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($41,200,000 City of Gillette, Campbell County, Wyoming Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1988)

Exhibit B
Page 10 of 11
PACIFICORP
By
Bruce N. Williams
Vice President and Treasurer
S-3
The Royal Bank of Scotland plc / PacifiCorp Custodian Agreement Signature Page
($41,200,000 City of Gillette, Campbell County, Wyoming Customized Purchase Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1988)

Exhibit B
Page 11 of 11
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Custodian
By
Name:
Title:

Exhibit C
Page 1 of 6
Exhibit C
Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in
item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the Letter of Credit
and Reimbursement Agreement identified below (as amended, the “Reimbursement Agreement”),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably
purchases and assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Reimbursement Agreement, as of the
Effective Date inserted by the Bank as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a Bank][their respective capacities
as Banks] under the Reimbursement Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including without limitation any letters of credit, guarantees,
and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Bank)][the respective Assignors (in their respective capacities as Banks)] against any
Person, whether known or unknown, arising under or in connection with the Reimbursement
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at
law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation or warranty by
[the][any] Assignor.

1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second
bracketed language. 2 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second
bracketed language. 3 Select as appropriate. 4 Include bracketed language if there are either multiple Assignors or multiple Assignees.

Exhibit C
Page 2 of 6
1. Assignor[s]: ________________________________

______________________________

2. Assignee[s]: ______________________________

______________________________

3. Company: PacifiCorp

4. Bank: The Royal Bank of Scotland plc, as the Bank under the
Reimbursement Agreement

5. Reimbursement Agreement: The Letter of Credit and Reimbursement Agreement, dated
as of March 26, 2013, between PacifiCorp and The Royal
Bank of Scotland plc, as Bank

6. Assigned Interest[s]:

Assignor[s]5 Assignee[s]6
Aggregate Amount of
Commitment7
Amount of Commitment
Assigned8
Percentage Assigned of
Commitment8 CUSIP Number
$ $ %
$ $ %
$ $ %

[7. Trade Date: ______________]9

[Page break]

5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 8 Set forth, to at least 9 decimals, as a percentage of the aggregate amount of the Commitment thereunder. 9 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be
determined as of the Trade Date.

Exhibit C
Page 3 of 6

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE BANK AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR[S]10
[NAME OF ASSIGNOR]

By:______________________________
Title:

[NAME OF ASSIGNOR]

By:______________________________
Title:

ASSIGNEE[S]11
[NAME OF ASSIGNEE]

By:______________________________
Title:

[NAME OF ASSIGNEE]

By:______________________________
Title:

Accepted:

THE ROYAL BANK OF SCOTLAND PLC, as
Bank

By: _________________________________
Title:

10 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable). 11 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if
applicable).

Exhibit C
Page 4 of 6
[Consented to:]12

[PACIFICORP]

By: ________________________________
Title:

12 To be added only if the consent of the Company is required by the terms of the Reimbursement Agreement.

Exhibit C
Page 5 of 6
ANNEX 1
Letter of Credit and Reimbursement Agreement, dated as of March 26, 2013, between
PacifiCorp and The Royal Bank of Scotland plc, as Bank.

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1 Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim, and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Reimbursement Agreement, any other Credit Document or any Related
Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Reimbursement Agreement, any other Credit Document, any Related Document or any
other instrument or document furnished pursuant thereto or any collateral thereunder, (iii) the
financial condition of the Company, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or any Related Document, or (iv) the performance
or observance by the Company, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Credit Document, any Related Document or any other
instrument or document furnished pursuant thereto.

1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Bank under the Reimbursement Agreement, (ii) it meets all the requirements to be an
assignee under Section 7.09(a) and (b) of the Reimbursement Agreement (subject to such
consents, if any, as may be required under Section 7.09(a) of the Reimbursement Agreement),
(iii) from and after the Effective Date, it shall be bound by the provisions of the Reimbursement
Agreement as a Bank thereunder and, to the extent of [the][the relevant] Assigned Interest, shall
have the obligations of a Bank thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, (v) it has received a copy of the Reimbursement Agreement, and
has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 5.01(h) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)
it has, independently and without reliance upon the Bank and based on such documents and
information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii)
attached to the Assignment and Assumption is any documentation required to be delivered by it
pursuant to the terms of the Reimbursement Agreement, duly completed and executed by

Exhibit C
Page 6 of 6
[the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the
Bank or [the][any] Assignor, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as an
Assignee of the Bank.

2. Payments. From and after the Effective Date, the Bank shall make all
payments in respect of [the][each] Assigned Interest (including payments of principal, interest,
fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date. Notwithstanding the foregoing, the Bank shall make all
payments of interest, fees or other amounts paid or payable in kind from and after the Effective
Date to [the][the relevant] Assignee.

3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E
Page 1 of 3
Exhibit E
Form of Reliance Letter of Chapman and Cutler LLP, Bond Counsel
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901
Re: $41,200,000
City of Gillette, Campbell County, Wyoming
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project)
Series 1988 (the “Bonds”)
Ladies and Gentlemen:
In connection with the remarketing and delivery of the Bonds on the date hereof, you
have requested our permission to rely upon our approving opinion of bond counsel, dated
January 14, 1988 (the “Opinion”), rendered in connection with the issuance of the
above-captioned Bonds, a copy of which is attached hereto. The Bonds were issued pursuant to
a Trust Indenture, dated as of January 1, 1988 (the “Indenture”), between the City of Gillette,
Campbell County, Wyoming (the “Issuer”) and The Bank of New York Mellon Trust Company,
N.A., as successor trustee. Terms used herein denoted by initial capitals and not otherwise
defined shall have the meanings specified in the Indenture.
This will confirm that you are entitled to rely upon the Opinion, as of its date, as if it
were specifically addressed to you.
We have not been requested, nor have we undertaken, to make an independent
investigation to confirm that the Company and the Issuer have complied with the provisions of
the Indenture, the Loan Agreement, the Tax Certificate and other documents relating to the
Bonds, or to review any other events that may have occurred since we rendered such approving
opinion other than as specifically described in the opinions that we rendered in connection with
(a) the conversion of the interest rate on the Bonds from a CP Rate to a Weekly Interest Rate and
the delivery of an Alternate Credit Facility, described in our opinion dated May 26, 1999 and our
opinions dated June 7, 1999, (b) the delivery of an Alternate Credit Facility, described in our
opinion dated September 15, 2004, (c) the delivery of the amendment to an earlier Alternate

Exhibit E
Page 2 of 3
Credit Facility, described in our opinion dated November 30, 2005, (d) the delivery of an
Alternate Credit Facility, described in our opinion dated May 16, 2012 and (e) the delivery of the
Irrevocable Transferable Direct Pay Letter of Credit issued by The Royal Bank of Scotland plc
and delivered on the date hereof.
Please be advised that this reliance letter is not intended to re-affirm the statements made
in the Opinion as of the date hereof. The Opinion is dated January 14, 1988, and speaks only as
of its date. Except as described above, we have not undertaken to verify any of the matters set
forth therein subsequent to the issuance of the Opinion, and we have assumed no obligation to
revise or supplement the Opinion to reflect any facts or circumstances occurring after the date of
the Opinion or any changes in law that may occur after the date of the Opinion.
In rendering the Opinion, we relied upon certifications of the Issuer and the Company
with respect to certain material facts solely within the Issuer’s and the Company’s knowledge.
The Opinion represents, as of its date, our legal judgment based upon our review of the law and
the facts that we deemed relevant to render such Opinion, and was and is not a guarantee of a
result. The Opinion was given as of its date and we assumed no obligation to revise or
supplement the Opinion to reflect any facts or circumstances that thereafter have come or may
come to our attention or any changes in law that thereafter have occurred or may occur.
Respectfully submitted,
RDBjerke/mo

Exhibit E
Page 3 of 3
[LETTERHEAD OF CHAPMAN AND CUTLER LLP]
March 26, 2013
The Royal Bank of Scotland plc
600 Washington Boulevard
Stamford, Connecticut 06901

Ladies and Gentlemen:
We have on this date delivered our opinion with respect to the $41,200,000 aggregate
principal amount of the City of Gillette, Campbell County, Wyoming Customized Purchase
Pollution Control Revenue Refunding Bonds (PacifiCorp Project), Series 1988, a copy of which
is delivered herewith. In accordance with Section 3.01(b) of that certain Letter of Credit and
Reimbursement Agreement, dated as of March 26, 2013, by and among PacifiCorp and The
Royal Bank of Scotland plc, you may rely upon said opinion with the same effect as though
addressed to you.
Very truly yours,

RDBjerke/mo

Schedule I
Page 1 of 1
Schedule I
List of Material Subsidiaries

None.