20170322Notification of Credit Extension.pdf

ROCKY MOUNTAIN
POWER
A DIVISION OF RACIFICOBP
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March 22,2017
VIA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472 W est Washington Street
Boise,Idaho 83720
Attn: Ms. Diane Hanian
Commission Secretary
Re: Order 29201, Case No PAC-E-03-I; Order No 21666; Order No 25443; Order
No 24479; Order No 26039
Notification of Letter of Credit Extension and Amendment
Pursuant to the referenced Orders, PacifiCorp d/b/a Rocky Mountain Power (the "Company")
submits to the Commission a redacted copy and a confidential copy of each of the following
documents:
1. Notice of Extension for tetter of Credit Agreements, dated January 31,2017, among
the Company and The Bank of Nova Scotia, as Leffer of Credit Issuing Bank for the
following Bond issues:
a. $21,260,000 Sweetwater County, Wyoming Pollution Control Revenue
Refunding Bonds, Series 1994 (PacifiCorp Project)
b. $9,335,000 Sweetwater County, Wyoming Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1992A
c. $6,305,000 Sweetwater County, Wyoming Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 19928
d. $22,485,000 Converse County, Wyoming Pollution Control Revenue
Refunding Bonds (PacifiCorp Project) Series 1992
e. $24,400,000 Sweetwater County, Wyoming Environmental Improvement
Revenue Bonds (PacifiCorp Project) Series 1995
2. Amendment and Notice of Extension for Letter of Credit Agreements, dated January
31,2017, among the Company and Scotia Bank, NA, as Letter of Credit Issuing Bank
for the following Bond issues:
a. $45,000,000 City of Forsyth, Rosebud County, Montana Customized Purchase
Pollution Control Revenue Refirnding Bonds (PacifiCorp Project) Series 1988
1407 W. North Temple, Suite 310
Salt Lake City, Utah 8416
Idaho Public Utilities Commission
March 22,2017
Page2
3. Redacted Notice of Extension for Leffer of Credit Agreements, dated December 19,
2016 among the Company and Canadian Imperial Bank of Commerce, New York
Branch, as Letter of Credit Issuing Bank for the following Bond issues:
a. $121,940,000 Emery County, Utah Pollution Control Revenue Refirnding
Bonds, Series 1994 (PacifiCorp Project)
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 1 through 3 above, relate to letters of credit
previously issued. The letters of credit provide credit enhancement and help assure timely
payment of amounts due with respect to each PCRB series and should assist with continuing
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] if you have any questions about this letter or the
enclosed documents.
Sincerely
Kristi Olsen
Treasury Manager
Enclosures
NOTICE OF EXTENSION
Dated as of January 31,2017
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97 232-4ll 6
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No.: [phone]
E-mail : bruce.r.vil liams@pacifi corp.com
Ladies and Gentlemen:
Reference is made to the Letter of Credit and Reimbursement Agreement, dated as of
March 19,2015 (the "Reimbursement Agreemenl'), between PacifiCorp (the "Company") and
The Bank of Nova Scotia (the "Bank"), relating to the $21,260,000 Sweetwater County,
Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1994.
Capitalizedterms used in this Notice of Extension letter (this"Lettef') and not otherwise defined
herein have the meanings given such terms in the Reimbursement Agreement.
Section 1. Consent to Extension. In response to a request by the Company for an
extension of the Stated Expiration Date,
(a) the Bank hereby extends the delivery period set forth in the last sentence of
Section 2.12 of the Reimbursement Agreement from 30 days to 90 days with respect to the
Extension (as defined below); and
(b) subject to the satisfaction of the conditions precedent set forth below, the Bank
agrees to deliver an Extension Certificate in the form of Exhibit 8 to the Letter of Credit (the
"Extension CertiJicate"), providing for the extension of the Stated Expiration Date of the Letter
of Credit to March 26, 2019 (the "Extension", and the effective date of such Extension, the
"Effective Date").
Section 2. [Reserved].
Section 3. Conditions Precedent. The Bank's obligation under Section l(b) above
with respect to the Extension shall be effective when and if (i) the representations and warranties
of the Company set forth in the certificate described in subsection (a) below shall be true and
correct on and as of the Effective Date as though made on and as of such date and (ii) the Bank
shall have received the following, in form and substance satisfactory to the Bank:
(a) A certificate from the Company signed by a duly authorized officer of the
Company, dated as of the Effective Date, stating that on and as of the Effective Date, and after
giving effect to the Extension, all conditions precedent set forth in Section 3.02 of the
Reimbursement Agreement ate satisfi ed'
DM SLIBRARYD lV97 7 2627 .v3
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(b) A certificate of the Secretary or an Assistant Secretary of the Company certiffing
(A) the names, true signatures and incumbency of the officers of the Company authorized to sign
this Letter and the other documents to be delivered by the Company hereunder; (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 Letter, 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 (or that true and correct copies of all
such governmental and regulatory authorizations and approvals were previously delivered to the
Bank in the Assistant Corporate Secretary's Certificate dated as of March 19, 2015 provided
pursuant to the Reimbursement Agreement); 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;
(c) 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 Letter, 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 documents and such transactions;
(d) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
Berkshire Hathaway Energy Company and counsel to the Company, in substantially the form of
ExhibitAhereto; and
(e) The Company's executed counterpart of this Letter.
Section 4. Effect on the Reimbursement Agreement. Except as expressly provided
above, the execution, delivery and effectiveness of this Letter shall not operate as an amendment
or waiver of any right, power or remedy of the Bank under any Credit Document, nor constitute
an amendment or waiver of any provision of any Credit Document. Except as expressly
provided above, each Credit Document is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. This Letter shall constitute a Credit Document and
shall be binding on the parties hereto and their respective successors and permitted assigns under
the Credit Documents.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all costs
and expenses of the Bank in connection with the preparation, execution and delivery of this
Letter, the Extension Certificate and any other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect thereto, and all costs and expenses (including, without
limitation, reasonable fees and out-of-pocket expenses of counsel), if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Letter or such
other instruments and documents.
Section 6. Counterparts. This Letter may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of which counterparts
DMSLIBRARYDIV9T 7 2627 .v3
J
shall constitute an original, and all of which taken together shall constitute one and the same
instrument.
Section 7. Governing Law. This Letter shall be governed by, and construed in
accordance with, the laws of the State ofNew York.
[Remainder of page intentionally left blank]
DMSLIBRARY0IV9T 7 2627 .y3
s-1
Please indicate your acknowledgement of the faregaing by (i) signing a*d rctr:ir,rling a
counteqpart to this Leiler by facsimile or e-mail to Aleks Kopec (fax no. 7M-5*3-?622,
[e-mail]) and (ii) signing and returning- tbree arigir:e.l counterparts to this lxtter by
avemight maiJ ta King & $palding LI.f,, 100 N Tryon Street, Suite 3900, Charlatte,Nc 2&202,
Attentss*: Ar*sKap*"
V*ry tryly yowq
THT BANK OF NOVA SCOTIA
B
Director
Scotial?aeifrCorp(Sweclwaterg{Jis{loticeof ExtensianSignaturePage
ACCEPTED AND AGREED:
PACIFICORP
By iL* N hlrr**
Name: Bruce N. Williams
Title: VP and Treasurer
Scotia/PacifiCorp (Sweetwater 94) Notice of Extension Signature Page
EXHIBIT A
FORM OF OPTMON OF'PAUL J. LEIGHTON, ESQ., COUNSEL TO THE COMPAIIY
[See attached.]
V,Errtrttnr llmrrmv
{arrev
Berkshire Hathaway Energy Company
P.O. Box 657
Des Moines, Iowa 50306-0657
(515) 2424099 Telephone
[phone] Fax
E-mail: [e-mail]
PAUL J. LEIGHToN
Vice President, Assistant Corporate Secretary and
Assistant General Counsel
January 31,2017
The Bank of Nova Scotia
New York Agency
250 Vesey Street
New York, New York 10281
$21,260,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994
Ladies and Gentlemen:
I have served as counsel to PacifiCorp (the "Company") in connection with the execution
and delivery by the Company of the (a) Notice of Extension, dated as of January 31,2017 (the
"Notice "), pursuant to the Letter of Credit and Reimbursement Agreement, dated March 26,
2013 (the "Letter of Credit Agreement"), between the Company and The Bank of Nova Scotia
(the "Bank"),and (b) that certain fee letter of the Bank, dated February 13,2015, acceped and
agreed to by the Company on February 13, 2015 (the "Fee Letter"), each relating to the
abovementioned bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee
Letter are referred to herein each as a"Company Document" and collectively as the "Company
Documents. " Capitalized terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed
the foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this
letter, that the Company Documents have been duly authorized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
Re:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular and (iii) except as described in the Reoffering Circular, is duly registered or
qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which such registration, qualification or good standing is required (whether
by reason of the ownership or leasing of property, the conduct of its business or
otherwise), except where the failure to so register or qualifr or be in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver
the Amendment and the Fee Letter and to take all actions required or permitted to be
taken by the Company by or under, and to perform its obligations under each Company
Document, after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and
the Fee Letter and the performance by the Company of the Company Documents, after
giving effect to the Extension; and (ii) the carrying out, giving effect to, consummation
and performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authorized,
executed and delivered by the Company, and each Company Document, after giving
effect to the Extension, constitutes valid and binding obligations of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights or contractual
obligations generally or by general principles of equity or judicial discretion;
(e) the execution and delivery by the Company of the Amendment and the
Fee Letter, the perforrnance by the Company of its obligations under the Company
Documents, after giving effect to the Extension, and the consummation by the Company
of the transactions therein contemplated do not and will not contravene the Third
Restated Articles of Incorporation or bylaws of the Company or, to the best of my
knowledge, day rule, order, writ, injunction or decree of any court, federal or state
regulatory body, administrative agency or other govemmental body applicable to the
Company, or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under any material mortgage, indenture, agreement or instrument to
which the Company is a party or by which it or any of its properties is bound or, to the
best of my knowledge, result in the creation or imposition of any mortgage, lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of the
Company;
.|-L-
(0 on and as of the date hereof, no authorization, consent or approval of,
notice to, registration or filing with, or action in respect of, any governmental body,
agency, regulatory authority or other instrumentality or court is required to be obtained,
given or taken on behalf of the Company in connection with the execution and delivery
by the Company of the Amendment and the Fee Letter and the performance by the
Company of the Company Documents, after giving effect to the Extension, other than
Order No. 94-448, Docket UF 4118 issued by the Public Utility Commission of Oregon
on March ll, 10994, Order No. 03-135, Docket UF 4195 issued by the Public Utility
Commission of Oregon on February 2I,2003, Order No. 25443, Case No. PAC-S-94-1
issued by the Idaho Public Utilities Commission on March 22, 1994, Order No. 29201,
Case No. PAC-E-03-1 issued by the Idaho Public Utilities Commission on February 24,
2003, Order Granting Application, Docket No. UE-940247 issued by the Washington
Utilities and Transportation Commission on March 9, 1994, and Order No. 01, Docket
No. UE-030077 issued by the Washington Utilities and Transportation Commission on
February 28,2003, each of which has been duly obtained and is in full force and effect,
provided that no opinion is expressed with respect to compliance with any securities
laws;
(g) to the best of my knowledge, other than as described in the Reoffering
Circular, the Company has not received notice of or process in any action, suit,
proceeding, inquiry or investigation before or by any court, public board or body pending
against the Company, nor is any such action, suit, proceeding, inquiry or investigation
pending or threatened against the Company, wherein an unfavorable decision, ruling or
finding would have a material adverse effect on the properties, business, financial
condition or results of operations of the Company or the transactions contemplated by the
Company Documents (including the Extension), or which would adversely affect the
validity or enforceability ol or the authority of the Company to perform its obligations
under, the Company Documents, after giving effect to the Extension, or materially
adversely affect the ability of the Company to perform its obligations thereunder; and
(h) to the best of my knowledge, the Company is not in default under the
Company Documents, the Loan Agreement or any material indenture or other agreement
or instrument governing outstanding indebtedness issued by the Company nor, to the best
of my knowledge, has any event occurred, which event is continuing, which with notice
or the passage of time or both would constitute a default under any such document.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt
status of interest on the Bonds.
The opinions expressed herein are limited to matters govemed by the laws of the United
States of America and the State of Oregon and, as to the opinions expressed in paragraph (f)
above, the laws of the States of California, Idaho, Utah, Washington and Wyoming, that are
applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to
the law of any other jurisdiction. ln rendering the opinions expressed herein, I have relied upon
the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as
-3-
to the matters expressed therein and the opinions expressed herein are subject to all of the
assumptions and qualifications recited in such opinion letter.
This opinion is addressed solely to you in connection with the transactions contemplated
by the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any governmental agency
or other person (other than the Bank's counsel, auditors and any regulatory agency having
jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion may be
included in the transcript of documents relating to the Extension, and (ii) successors and
permitted assigns of the Bank may rely on this opinion as though addressed to such person on the
date hereof.
Very truly yours,
Paul J. Leighton
-4-
AtlI\tEx 1
oPINION OX'JEFI'ERY B. ERB, ESQ., ASSTSTAIIT GENERAL COT NSEL TO THE
COMPAI\"Y
[See attached.]
Re
January 31,2017
Paul J. Leighton
Assistant General Counsel
Berkshire Hathaway Energy Company
4299 NW Urbandale Drive
Urbandale, lowa 50322
$21,260,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1994
Dear Mr. Leighton:
I am the Assistant General Counsel of PacifiCorp, oo Oregon corporation (the "Compafi!"),
and reviewed the following documents in connection with their execution and delivery by the
Company: (a) Notice of Extension, dated as of January 31,2017 (the "Notice"), pursuant to
the Letter of Credit and Reimbursement Agreement, dated March 26,2013 (the "Letter of
Credit Agreement"), between the Company and The Bank of Nova Scotia (the "Bank'), and
(b) that certain fee letter of the Bank, dated February 13,2015, accepted and agreed to by the
Company on February 13, 2015 (the "Fee Letter"), each relating to the abovementioned
bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee Letter are
referred to herein each as a "Company Document" artd collectively as the "Company
Documents. " Capitalized terms used herein and not otherwise defined shall have the
meanings assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed the
foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this letter,
that the Company Documents have been duly authoized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular, and (iii) except as described in the Reoffering Circular is duly registered or
qualified to do business and is in good standing as a foreign corporation in each jurisdiction
Paul J. Leighton
January 31,2017
Page2
in which such registration, qualification or good standing is required (whether by reason of
the ownership or leasing of property, the conduct of its business or otherwise), except where
the failure to so register or qualify or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver the
Amendment and the Fee Letter and to take all actions required or permitted to be taken by
the Company by or under, and to perform its obligations under each Company Document,
after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and the
Fee Letter and the performance by the Company of the Company Documents, after giving
effect to the Extension; and (ii) the carrying out, giving effect to, consummation and
performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authoized, executed
and delivered by the Company, and each Company Document, after giving effect to the
Extension, constitutes valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting the enforcement of creditors' rights or contractual obligations generally or
by general principles of equity or judicial discretion; and
(e) the execution and delivery by the Company of the Amendment and the Fee
Letter, the performance by the Company of its obligations under the Company Documents,
after giving effect to the Extension, and the consummation by the Company of the
transactions therein contemplated do not and will not contravene the Third Restated Articles
of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order,
writ, injunction or decree of any court, federal or state regulatory body, administrative
agency or other governmental body applicable to the Company, or result in a breach of any
of the terms, conditions or provisions of, or constitute a default under, any material mortgage,
indenture, agreement or instrument to which the Company is a party or by which it or any of
its properties is bound or, to the best of my knowledge, result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of
interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and I express no opinion as to the law of any other
jurisdiction. In rendering the opinion set forth in paragraph (d), I have assumed that the laws
Paul J. Leighton
January 31,2017
Page 3
of the State of Oregon would apply despite selection of New York law under Section 7.1 I of
the Reimbursement Agreement.
This opinion is addressed solely to you in connection with the transactions contemplated by
the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any governmental
agency or other person (other than the Bank's counsel, auditors and any regulatory agency
having jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion
may be included in the transcript of documents relating to the Extension, and (ii) successors
and permitted assigns of the Bank may rely on this opinion as though addressed to such
person on the date hereof.
Very truly yours,
Jeffrey B. Erb
Assistant General Counsel
NOTICE OF EXTENSION
Dated as of January 31,2017
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4T16
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No.: [phone]
E-mail: [e-mail]
Ladies and Gentlemen:
Reference is made to the Letter of Credit and Reimbursement Agreement, dated as of
February 13,2015 (the "Reimbursement Agreemenl"), between PacifiCorp (the "Company")
and The Bank of Nova Scotia (the "Bank"), relating to the $9,335,000 Sweetwater County,
Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992A.
Capitalizedterms used in this Notice of Extension letter (this"Letter") and not otherwise defined
herein have the meanings given such terms in the Reimbursement Agreement.
Section 1. Consent to Extension. In response to a request by the Company for an
extension of the Stated Expiration Date,
(a) the Bank hereby extends the delivery period set forth in the last sentence of
Section 2.12 of the Reimbursement Agreement from 30 days to 90 days with respect to the
Extension (as defined below); and
(b) subject to the satisfaction of the conditions precedent set forth below, the Bank
agrees to deliver an Extension Certificate in the form of Exhibit 8 to the Letter of Credit (the
"Extension CerttJicate"), providing for the extension of the Stated Expiration Date of the Letter
of Credit to March 26, 2019 (the "Extension", and the effective date of such Extension, the
*Effective Date").
Section 2. [ReservedJ.
Section 3. Conditions Precedenl The Bank's obligation under Section l(b) above
with respect to the Extension shall be effective when and if (i) the representations and warranties
of the Company set forth in the certificate described in subsection (a) below shall be true and
correct on and as of the Effective Date as though made on and as of such date and (ii) the Bank
shall have received the following, in form and substance satisfactory to the Bank:
(a) A certificate from the Company signed by a duly authorized offrcer of the
Company, dated as of the Effective Date, stating that on and as of the Effective Date, and after
giving effect to the Extension, all conditions precedent set forth in Section 3.02 of the
Reimbursement Agreement are satisfi ed;
DMSLIBRARY0 tV97 7 07 0.v I
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(b) A certificate of the Secretary or an Assistant Secretary of the Company certifying
(A) the names, true signatures and incumbency of the offrcers of the Company authorized to sign
this Letter and the other documents to be delivered by the Company hereunder; (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 Letter, 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 (or that true and correct copies of all
such governmental and regulatory authorizations and approvals were previously delivered to the
Bank in the Assistant Corporate Secretary's Certificate dated as of March 19, 2015 provided
pursuant to the Reimbursement Agreement); 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;
(c) 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 Letter, 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 documents and such transactions;
(d) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
Berkshire Hathaway Energy Company and counsel to the Company, in substantially the form of
Exhibit A hereto; and
(e) The Company's executed counterpart of this Letter
Section 4. Effect on the Reimbursement Agreement. Except as expressly provided
above, the execution, delivery and effectiveness of this Letter shall not operate as an amendment
or waiver of any right, power or remedy of the Bank under any Credit Document, nor constitute
an amendment or waiver of any provision of any Credit Document. Except as expressly
provided above, each Credit Document is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. This Letter shall constitute a Credit Document and
shall be binding on the parties hereto and their respective successors and permiued assigns under
the Credit Documents.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all costs
and expenses of the Bank in connection with the preparation, execution and delivery of this
Letter, the Extension Cenificate and any other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect thereto, and all costs and expenses (including, without
limitation, reasonable fees and out-of-pocket expenses of counsel) , if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Letter or such
other instruments and documents.
Section 6. Counterparts. This Letter may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of which counterparts
DMSLI BRARY0 1V997 7 07 0.v I
J
shall constitute an original, and all of which taken together shall constitute one and the same
instrument.
Section 7. Governing Law. This Letter shall be governed by, and construed in
accordance with, the laws of the State ofNew York.
[Remainder of page intentionally left blank]
DMSL{BRARY0 1V997 7 07 0.v I
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Please indicatv yaur **knoviledgewent of the toregaing by (iJ xigning and rcluiming a
counterpart to this l*tter by facsimile or e-mail to Aleks Kopec (fax no. 70+5A3-2622,
ak*pec@h,slaw.c*ml and (ii) rlrgning and retuming three original counterpafis to this L*tter by
wemighlmail t*King &. *pldi*gLL?, 100 N Tryon Street, Suite 3900 " Cbarlatte,Nc 2*207,
Attenticln: y'.leksKrlrWs.
Very truly yovrs,
THEwilT{K*T HOVA SCOT1A
David
Direclat
$cotia/PaciliCorp(SweetwaletglAlNoticea{Ex*nsianSiga*ture?age
ACCEPTED AND AGREED:
PACIFICORP
B lu, p
Name: Bruce N. Williams
Title: VP and Treasurer
ScotialPacifiCorp (Sweetwater 92A) Notice of Extension Signature Page
EXHIBIT A
FORM OF OPINION OF PAUL J. LEIGHTON, ESQ., COIINSEL TO THE COMpAttY
[See attached.]
llrrnerrv Berkshire Hathaway Energy Company
P.O. Box 657
Des Moines, Iowa 50306-0657
(51 5) 2424099 Telephone
[phone] Fax
E-mail: pjleighton@mi&merican.com
Ermav
Re
PAULJ. LEIGEToN
Vice President, Assistant Corporate Secretary and
Assistant General Counsel
January 31,2017
The Bank of Nova Scotia
New York Agency
250 Vesey Street
New York, New York 10281
$9,3 3 5,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992A
Ladies and Gentlemen:
I have served as counsel to PacifiCorp (the "Company") in connection with the execution
and delivery by the Company of the (a) Notice of Extension, dated as of January 31,2017 (the
"Notice"), pursuant to the Letter of Credit and Reimbursement Agreement, dated March 26,
2013 (the "Letter of Credit Agreement "), between the Company and The Bank of Nova Scotia
(the " Bank"), and (b) that certain fee letter of the Bank, dated February 13 , 2015, accepted and
agreed to by the Company on February 13, 2015 (the "Fee Letter"), each relating to the
abovementioned bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee
Letter are referred to herein each as a"Company Document" and collectively as the "Company
Documents. " Capitalized terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed
the foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this
letter, that the Company Documents have been duly authoized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular and (iii) except as described in the Reoffering Circular, is duly registered or
qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which such registration, qualification or good standing is required (whether
by reason of the ownership or leasing of property, the conduct of its business or
otherwise), except where the failure to so register or quali$ or be in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect:
(b) the Company has the corporate power and authority to execute and deliver
the Amendment and the Fee Letter and to take all actions required or permitted to be
taken by the Company by or under, and to perform its obligations under each Company
Document, after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and
the Fee Letter and the performance by the Company of the Company Documents, after
giving effect to the Extension; and (ii) the carrying out, giving effect to, consummation
and performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authoized,
executed and delivered by the Company, and each Company Document, after giving
effect to the Extension, constitutes valid and binding obligations of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights or contractual
obligations generally or by general principles of equity or judicial discretion;
(e) the execution and delivery by the Company of the Amendment and the
Fee Letter, the perfonnance by the Company of its obligations under the Company
Documents, after giving effect to the Extension, and the consummation by the Company
of the transactions therein contemplated do not and will not contravene the Third
Restated Articles of Incorporation or bylaws of the Company or, to the best of my
knowledge, arty rule, order, writ, injunction or decree of any court, federal or state
regulatory body, administrative agency or other governmental body applicable to the
Company, or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under any material mortgage, indenture, agreement or instrument to
which the Company is a party or by which it or any of its properties is bound or, to the
best of my knowledge, result in the creation or imposition of any mortgage, lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of the
Company;
1
(0 on and as of the date hereof, no authorization, consent or approval of,
notice to, registration or filing with, or action in respect of, any governmental body,
agency, regulatory authority or other instrumentality or court is required to be obtained,
given or taken on behalf of the Company in connection with the execution and delivery
by the Company of the Amendment and the Fee Letter and the performance by the
Company of the Company Documents, after giving effect to the Extension, other than
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 No. 29201,
Case No. PAC-E-O3-I 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 28,2003, each of which has been duly obtained and is in full force and effect,
provided that no opinion is expressed with respect to compliance with any securities
laws;
(g) to the best of my knowledge, other than as described in the Reoffering
Circular, the Company has not received notice of or process in any action, suit,
proceeding, inquiry or investigation before or by any court, public board or body pending
against the Company, nor is any such action, suit, proceeding, inquiry or investigation
pending or threatened against the Company, wherein an unfavorable decision, ruling or
finding would have a material adverse effect on the properties, business, financial
condition or results of operations of the Company or the transactions contemplated by the
Company Documents (including the Extension), or which would adversely affect the
validity or enforceability of, or the authority of the Company to perform its obligations
under, the Company Documents, after giving effect to the Extension, or materially
adversely affect the ability of the Company to perform its obligations thereunder; and
(h) to the best of my knowledge, the Company is not in default under the
Company Documents, the Loan Agreement or any material indenture or other agteement
or instrument governing outstanding indebtedness issued by the Company nor, to the best
of my knowledge, has any event occurred, which event is continuing, which with notice
or the passage of time or both would constitute a default under any such document.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt
status of interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and, as to the opinions expressed in paragraph (f)
above, the laws of the States of Califomia, Idaho, Utah, Washington and Wyoming, that are
applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to
the law of any other jurisdiction. In rendering the opinions expressed herein, I have relied upon
the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as
-J-
to the matters expressed therein and the opinions expressed herein are subject to all of the
assumptions and qualifications recited in such opinion letter.
This opinion is addressed solely to you in connection with the transactions contemplated
by the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any governmental agency
or other person (other than the Bank's counsel, auditors and any regulatory agency having
jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion may be
included in the transcript of documents relating to the Extension, and (iD successors and
permitted assigns of the Bank may rely on this opinion as though addressed to such person on the
date hereof.
Very truly yours,
Paul J. Leighton
-4-
AI\II\TEX 1
oprNIoN oF JEFX'ERY B. ERB, ESQ., ASSISTAI\T GENERAL COUNSEL TO THE
COMPAI\IY
[See attached.]
Re:
January 31,2017
Paul J. Leighton
Assistant General Counsel
Berkshire Hathaway Energy Company
4299 NW Urbandale Drive
Urbandale, Iowa50322
$9,335,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992A
Dear Mr. Leighton:
I am the Assistant General Counsel of PacifiCorp, ofl Oregon corporation (the "Compafi!"),
and reviewed the following documents in connection with their execution and delivery by the
Company: (a) Notice of Extension, dated as of January 31,2017 (the "Notice"), pursuant to
the Letter of Credit and Reimbursement Agreement, dated March 26,2013 (the "Letter of
Credit Agreement"), between the Company and The Bank of Nova Scotia (the "Bank"), and
(b) that certain fee letter of the Bank, dated February 13,2015, accepted and agreed to by the
Company on February 13, 2015 (the "Fee Letter "), each relating to the abovementioned
bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee Letter are
referred to herein each as a "Company Document" al.rd collectively as the "Company
Documents. " Capitalized terms used herein and not otherwise defined shall have the
meanings assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed the
foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this letter,
that the Company Documents have been duly authorized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular, and (iii) except as described in the Reoffering Circular is duly registered or
qualified to do business and is in good standing as a foreign corporation in each jurisdiction
Paul J. Leighton
January 31,2017
Page2
in which such registration, qualification or good standing is required (whether by reason of
the ownership or leasing of property, the conduct of its business or otherwise), except where
the failure to so register or qualify or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver the
Amendment and the Fee Letter and to take all actions required or permitted to be taken by
the Company by or under, and to perform its obligations under each Company Document,
after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and the
Fee Letter and the performance by the Company of the Company Documents, after giving
effect to the Extension; and (ii) the carrying out, giving effect to, consummation and
performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authorized, executed
and delivered by the Company, and each Company Document, after giving effect to the
Extension, constitutes valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting the enforcement of creditors' rights or contractual obligations generally or
by general principles of equity or judicial discretion; and
(e) the execution and delivery by the Company of the Amendment and the Fee
Letter, the performance by the Company of its obligations under the Company Documents,
after giving effect to the Extension, and the consummation by the Company of the
transactions therein contemplated do not and will not contravene the Third Restated Articles
of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order,
writ, injunction or decree of any court, federal or state regulatory body, administrative
agency or other governmental body applicable to the Company, or result in a breach of any
of the terms, conditions or provisions of, or constitute a default under, any material mortgage,
indenture, agreement or instrument to which the Company is a party or by which it or any of
its properties is bound or, to the best of my knowledge, result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of
interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and I express no opinion as to the law of any other
jurisdiction. ln rendering the opinion set forth in paragraph (d), I have assumed that the laws
Paul J. Leighton
January 31,2017
Page 3
of the State of Oregon would apply despite selection of New York law under Section 7.ll of
the Reimbursement Agreement.
This opinion is addressed solely to you in connection with the transactions contemplated by
the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any govemmental
agency or other person (other than the Bank's counsel, auditors and any regulatory agency
having jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion
may be included in the transcript of documents relating to the Extension, and (ii) successors
and permitted assigns of the Bank may rely on this opinion as though addressed to such
person on the date hereof.
Very truly yours,
Jeffrey B. Erb
Assistant General Counsel
NOTICE OF EXTENSION
Dated as of January 31,2017
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97 232-4116
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No. : [phone]
E-mail: bruce.williams(0pacificorp.com
Ladies and Gentlemen:
Reference is made to the Letter of Credit and Reimbursement Agreement, dated as of
February 13, 2015 (the "Reimbursement Agreemenl"), between PacifiCorp (the "Company")
and The Bank of Nova Scotia (the "Bank"), relating to the $6,305,000 Sweetwater County,
Wyoming Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 19928.
Capitalized terms used in this Notice of Extension letter (this "Letter") and not otherwise defined
herein have the meanings given such terms in the Reimbursement Agreement.
Section 1. Consent to Extension. [n response to a request by the Company for an
extension of the Stated Expiration Date,
(a) the Bank hereby extends the delivery period set forth in the last sentence of
Section 2.12 of the Reimbursement Agreement from 30 days to 90 days with respect to the
Extension (as defined below); and
(b) subject to the satisfaction of the conditions precedent set forth below, the Bank
agrees to deliver an Extension Certificate in the form of Exhibit 8 to the Letter of Credit (the
"Extension Certiftcate"), providing for the extension of the Stated Expiration Date of the Letter
of Credit to March 26, 2019 (the "Extension", and the effective date of such Extension, the
"Effective Date").
Section 2. [ReservedJ.
Section 3. Conditions Precedent. The Bank's obligation under Section l(b) above
with respect to the Extension shall be effective when and if (i) the representations and warranties
of the Company set forth in the certificate described in subsection (a) below shall be true and
correct on and as of the Effective Date as though made on and as of such date and (ii) the Bank
shall have received the following, in form and substance satisfactory to the Bank:
(a) A certificate from the Company signed by a duly authorized offrcer of the
Company, dated as of the Effective Date, stating that on and as of the Effective Date, and after
giving effect to the Extension, all conditions precedent set forth in Section 3.02 of the
Reimbursement Agreement are satisfied;
DMSLIBRARY0I\29977091.v1
2
(b) A certificate of the Secretary or an Assistant Secretary of the Company certiffing
(A) the narnes, true signatures and incumbency of the offrcers of the Company authorized to sign
this Letter and the other documents to be delivered by the Company hereunder; (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 Letter, 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 (or that true and correct copies of all
such governmental and regulatory authorizations and approvals were previously delivered to the
Bank in the Assistant Corporate Secretary's Certificate dated as of March 19, 2015 provided
pursuant to the Reimbursement Agreement); 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;
(c) 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 Letter, 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 documents and such transactions;
(d) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
Berkshire Hathaway Energy Company and counsel to the Company, in substantially the form of
ExhibitAhereto; and
(e) The Company's executed counterpart of this Letter.
Section 4. Effect on the Reimbursement Agreement. Except as expressly provided
above, the execution, delivery and effectiveness of this Letter shall not operate as an amendment
or waiver of any right, power or remedy of the Bank under any Credit Document, nor constitute
an amendment or waiver of any provision of any Credit Document. Except as expressly
provided above, each Credit Document is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. This Letter shall constitute a Credit Document and
shall be binding on the parties hereto and their respective successors and permitted assigns under
the Credit Documents.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all costs
and expenses of the Bank in connection with the preparation, execution and delivery of this
Letter, the Extension Certificate and any other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect thereto, and all costs and expenses (including, without
limitation, reasonable fees and out-of-pocket expenses of counsel), if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Letter or such
other instruments and documents.
Section 6. Counterparts. This Letter may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of which counterparts
DMSLIBRARY0tV99T 7 091 .v I
J
shall constitute an original, and all of which taken together shall constitute one and the same
instrument.
Section 7. Governing Law. This Letter shall be governed by, and construed in
accordance with, the laws of the State ofNew York.
[Remainder of page intentionally left blank]
DMSLIBRARY0 1to997 7 09 l .v I
s-1
?lea*e indicate your acknowledgement of the {aregoing by (i) signing artd retuming a
counterpart to this L**r by facsimile or e-mail ta /,,leks Kopec (fax no. 7A4-503-2622,
akapec@Y,slaw.cam) and {ii} sigaing and returni*g tlvee original counterparts to this Lener by
ovemight mail to King & Spalding LL?, 100 N Tryon **r*et" $uite 3900 , Charloae, NC 782{J2,
Attention; Aleks Kapee.
Yery truly yeurs,
TIIE,VAI*KAY $COTIA
Direetar
Scatial?acifrCorp (Sweetrraler 92s"| Nalice of Extension S ignature Page
ACCEPTED AND AGREED:
PACIFICORP
By fr"-- r.t tJ,"lc,^*"
Name: Bruce N. Wlliams
Title: VP and Treasurer
Scotia./PacifiCorp (Sweetwater 928) Notice of Extension Signature Page
EXHIBIT A
FORM OF OPTNION OF PAUL J. LEIGHTON, ESQ., COUNSEL TO THE COMPAIYY
[See attached.]
Brnrsmr ltrrnemvErmY
Be*shire llathaway Energy Compmy
P.O. Box 657
Des Moines, Iowa 503064657
(51 5) 2424099 Telephone
[phone] Fax
E-mail: [e-mail]
Re
PAUL J. LEIGHToN
Vice President, Assistant Corporate Secretary and
Assistant General Counsel
January 31,2017
The Bank of Nova Scotia
New York Agency
250 Vesey Street
New York, New York 10281
$6,305,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 19928
Ladies and Gentlemen:
I have served as counsel to PacifiCorp (the "Company") in connection with the execution
and delivery by the Company of the (a) Notice of Extension, dated as of January 31,2017 (the
"Notice"), pursuant to the Letter of Credit and Reimbursement Agreement, dated March 26,
2013 (the "Letter of Credit Agreement "), between the Company and The Bank of Nova Scotia
(the "Bank"), ood (b) that certain fee letter of the Bank, dated February 13,2015, accepted and
agreed to by the Company on February 13, 2015 (the "Fee Letter"), each relating to the
abovementioned bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee
Letter are referred to herein each as a"Company Document" and collectively as the "Company
Documents. " Capitali2ed terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed
the foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this
letter, that the Company Documents have been duly authoized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular and (iii) except as described in the Reoflering Circular, is duly registered or
qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which such registration, qualification or good standing is required (whether
by reason of the ownership or leasing of property, the conduct of its business or
otherwise), except where the failure to so register or qualiff or be in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver
the Amendment and the Fee Letter and to take all actions required or permitted to be
taken by the Company by or under, and to perform its obligations under each Company
Document, after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and
the Fee Letter and the performance by the Company of the Company Documents, after
giving effect to the Extension; and (ii) the carrying out, giving effect to, consummation
and performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authonzed,
executed and delivered by the Company, and each Company Document, after giving
effect to the Extension, constitutes valid and binding obligations of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights or contractual
obligations generally or by general principles of equity or judicial discretion;
(e) the execution and delivery by the Company of the Amendment and the
Fee Letter, the performance by the Company of its obligations under the Company
Documents, after giving effect to the Extension, and the consummation by the Company
of the transactions therein contemplated do not and will not contravene the Third
Restated Articles of Incorporation or bylaws of the Company or, to the best of my
knowledge, any rule, order, writ, injunction or decree of any court, federal or state
regulatory body, administrative agency or other governmental body applicable to the
Company, or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under any material mortgage, indenture, agreement or instrument to
which the Company is a party or by which it or any of its properties is bound or, to the
best of my knowledge, result in the creation or imposition of any mortgage, lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of the
Company;
1-L-
(0 on and as of the date hereof, no authorization, consent or approval of,
notice to, registration or frling with, or action in respect of, any governmental body,
agency, regulatory authority or other instrumentality or court is required to be obtained,
given or taken on behalf of the Company in connection with the execution and delivery
by the Company of the Amendment and the Fee Letter and the performance by the
Company of the Company Documents, after giving effect to the Extension, other than
Order No. 92-1266, Docket UF 4077 issued by the Public Utility Commission of Oregon
on September l, 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 No. 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 28,2003, each of which has been duly obtained and is in full force and effect,
provided that no opinion is expressed with respect to compliance with any securities
laws;
(g) to the best of my knowledge, other than as described in the Reoffering
Circular, the Company has not received notice of or process in any action, suit,
proceeding, inquiry or investigation before or by any court, public board or body pending
against the Company, nor is any such action, suit, proceeding, inquiry or investigation
pending or threatened against the Company, wherein an unfavorable decision, ruling or
finding would have a material adverse effect on the properties, business, financial
condition or results of operations of the Company or the transactions contemplated by the
Company Documents (including the Extension), or which would adversely affect the
validity or enforceability of, or the authority of the Company to perform its obligations
under, the Company Documents, after giving effect to the Extension, or materially
adversely affect the ability of the Company to perform its obligations thereunder; and
(h) to the best of my knowledge, the Company is not in default under the
Company Documents, the Loan Agreement or any material indenture or other agreement
or instrument governing outstanding indebtedness issued by the Company nor, to the best
of my knowledge, has any event occurred, which event is continuing, which with notice
or the passage of time or both would constitute a default under any such document.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt
status of interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and, as to the opinions expressed in paragraph (f)
above, the laws of the States of California, Idaho, Utah, Washington and Wyoming, that are
applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to
the law of any other jurisdiction. In rendering the opinions expressed herein, I have relied upon
the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as
-3-
to the matters expressed therein and the opinions expressed herein are subject to all of the
assumptions and qualifications recited in such opinion letter.
This opinion is addressed solely to you in connection with the transactions contemplated
by the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any governmental agency
or other person (other than the Bank's counsel, auditors and any regulatory agency having
jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion may be
included in the transcript of documents relating to the Extension, and (ii) successors and
permitted assigns of the Bank may rely on this opinion as though addressed to such person on the
date hereof.
Very truly yours,
Paul J. Leighton
-4-
ANNEX 1
oprMoN of,'JEFFERY B. ERB, ESQ., ASSISTAI\IT GENERAL COUNSEL TO TIIE
COMPAI\"Y
[See attached.]
Re
January 31,,2017
Paul J. Leighton
Assistant General Counsel
Berkshire Hathaway Energy Company
4299 NW Urbandale Drive
Urbandale, Iowa50322
$6,305,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 19928
Dear Mr. Leighton:
I am the Assistant General Counsel of PacifiCorp, or Oregon corporation (the "Compofi!"),
and reviewed the following documents in connection with their execution and delivery by the
Company: (a) Notice of Extension, dated as of January 31,2017 (fhe "Notice"), pursuant to
the Letter of Credit and Reimbursement Agreement, dated March 26,2013 (the "Letter of
Credit Agreement"), between the Company and The Bank of Nova Scotia (the "Bank"), and
(b) that certain fee letter of the Bank, dated February 13,2015, accepted and agreed to by the
Company on February 13,2015 (the "Fee Letter"), each relating to the abovementioned
bonds (the "Bonds"). The Notice, the Letter of Credit Agreement and the Fee Letter are
referred to herein each as a o'Company Document" and collectively as the "Company
Documents. " Capitalized terms used herein and not otherwise defined shall have the
meanings assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed the
foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this letter,
that the Company Documents have been duly authorized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular, and (iii) except as described in the Reoffering Circular is duly registered or
qualified to do business and is in good standing as a foreign corporation in each jurisdiction
Paul J. Leighton
January 31,2017
Page2
in which such registration, qualification or good standing is required (whether by reason of
the ownership or leasing of property, the conduct of its business or otherwise), except where
the failure to so register or qualify or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver the
Amendment and the Fee Letter and to take all actions required or permitted to be taken by
the Company by or under, and to perform its obligations under each Company Document,
after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and the
Fee Letter and the performance by the Company of the Company Documents, after giving
effect to the Extension; and (ii) the carrying out, giving effect to, consummation and
performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authorized, executed
and delivered by the Company, and each Company Document, after giving effect to the
Extension, constitutes valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting the enforcement of creditors' rights or contractual obligations generally or
by general principles of equity or judicial discretion; and
(e) the execution and delivery by the Company of the Amendment and the Fee
Letter, the performance by the Company of its obligations under the Company Documents,
after giving effect to the Extension, and the consummation by the Company of the
transactions therein contemplated do not and will not contravene the Third Restated Articles
of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order,
writ, injunction or decree of any court, federal or state regulatory body, administrative
agency or other governmental body applicable to the Company, or result in a breach of any
of the terms, conditions or provisions of, or constitute a default under, any material mortgage,
indenture, agreement or instrument to which the Company is a party or by which it or any of
its properties is bound or, to the best of my knowledge, result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of
interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and I express no opinion as to the law of any other
jurisdiction. In rendering the opinion set forth in paragraph (d), I have assumed that the laws
Paul J. Leighton
January 31,2017
Page 3
of the State of Oregon would apply despite selection of New York law under Section 7. I I of
the Reimbursement Agreement.
This opinion is addressed solely to you in connection with the transactions contemplated by
the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any govemmental
agency or other person (other than the Bank's counsel, auditors and any regulatory agency
having jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion
may be included in the transcript of documents relating to the Extension, and (ii) successors
and permitted assigns of the Bank may rely on this opinion as though addressed to such
person on the date hereof.
Very truIy yours,
Jeffrey B. Erb
Assistant General Counsel
NOTICE OF EXTENSION
Dated as of January 31,2017
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232-4116
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No.: [phone]
E-mail : bruce.williams@pacifi corp.com
Ladies and Gentlemen:
Reference is made to the Letter of Credit and Reimbursement Agreement, dated as of
March 26,2013 (the "Reimburcement Agreemenl'), between PacifiCorp (the o'Company") and
The Bank of Nova Scotia (the "Bank"), relating to the $22,485,000 Converse County, Wyoming
Pollution Control Revenue Refunding Bonds (PacifiCorp Project) Series 1992. Capitalized
terms used in this Notice of Extension letter (this *Lettef') and not otherwise defined herein
have the meanings given such terms in the Reimbursement Agreement.
Section 1. Consent to Extension.
extension of the Stated Expiration Date,
ln response to a request by the Company for an
(a) the Bank hereby extends the delivery period set forth in the last sentence of
Section 2.12 of the Reimbursement Agreement from 30 days to 90 days with respect to the
Extension (as defined below); and
(b) subject to the satisfaction of the conditions precedent set forth below, the Bank
agrees to deliver an Extension Certificate in the form of Exhibit 8 to the Letter of Credit (the
"Extension Certiticate"), providing for the extension of the Stated Expiration Date of the Letter
of Credit to March 26, 2019 (the "Extension", and the effective date of such Extension, the*Effective Date").
Section 2. [ReservedJ.
Section 3. Conditions Precedent. The Bank's obligation under Section 1(b) above
with respect to the Extension shall be effective when and if (i) the representations and wa:ranties
of the Company set forth in the certificate described in subsection (a) below shall be true and
correct on and as of the Effective Date as though made on and as of such date and (ii) the Bank
shall have received the following, in form and substance satisfactory to the Bank:
(a) A certificate from the Company signed by a duly authorized offrcer of the
Company, dated as of the Effective Date, stating that on and as of the Effective Date, and after
giving effect to the Extension, all conditions precedent set forth in Section 3.02 of the
Reimbursement Agreement are satisfi ed'
DMSLIBRARY0lV997 7 049.v I
2
(b) A certificate of the Secretary or an Assistant Secretary of the Company certiffing
(A) the names, true signatures and incumbency of the officers of the Company authorized to sign
this Letter and the other documents to be delivered by the Company hereunder; (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 Letter, 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 (or that true and correct copies of all
such governmental and regulatory authorizations and approvals were previously delivered to the
Bank in the Assistant Corporate Secretary's Certificate dated as of March 19, 2015 provided
pursuant to the ReimbursementAgreement); and (D) evidence (dated not more than 10 days prior
to the date hereofl of the status of the Company as a duly orgarized and validly existing
corporation under the laws of the State of Oregon;
(c) 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 Letter, 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 documents and such transactions;
(d) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
Berkshire Hathaway Energy Company and counsel to the Company, in substantially the form of
Exhibit A hereto; and
(e) The Company's executed counterpart of this Letter.
Section 4, Elfect on the Reimbursement Agreement. Except as expressly provided
above, the execution, delivery and effectiveness of this Letter shall not operate as an amendment
or waiver of any right, power or remedy of the Bank under any Credit Document, nor constitute
an amendment or waiver of any provision of any Credit Document. Except as expressly
provided above, each Credit Document is and shall continue to be in fulI force and effect and is
hereby in all respects ratified and confirmed. This Letter shall constitute a Credit Document and
shall be binding on the parties hereto and their respective successors and permiued assigns under
the Credit Documents.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all costs
and expenses of the Bank in connection with the preparation, execution and delivery of this
Letter, the Extension Certificate and any other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect thereto, and all costs and expenses (including, without
limitation, reasonable fees and out-of-pocket expenses of counsel), if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Letter or such
other instruments and documents.
Section 6. Counterparts. This Letter may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of which counterparts
DMSLIBRARY 0 1V997 7 049.v 1
aJ
shall constitute an original, and all of which taken together shall constitute one and the same
instrument.
Section 7. Governing Law. This Letter shall be governed by, and construed in
accordance with, the laws of the State ofNew York.
[Remainder of page intentionally left blank]
DMSLIBRARY0 tV99 7 7 049.v t
s-l
?lease ixdioate yaw acknawledgernent *f the for*gaingby (i) s;igtnng and retrarrting *
wlarrtetparl to fl:lls Letter by facsimiLe ar e-mail ta Aleks Kope* {fax na. 7fi4-SA3-2622,
akape*@l*Law.eomj and (ii) signing und rctuming*tree original counterparts to this Letter by
averaight mazl t* King & Spalding LL?, rc$ N Tryon Street, Suite 3900, Charlotte, NC 282A2,
&llentto*t Aleks Kope.c.
Y*y lruly yours,
THE BANK OF NOVA SCOfiA
Dewat
Dirwtor
Eaf}ti*l?aci{tc*rp {to*verse 92} Notics of gxtension si gnature Page
ACCEPTED AND AGREED:
PACIFICORP
1-L* rul tl00**
Name: Bruce N. Mlliams
Title: VP and Treasurer
Scotia/PacifiCorp (Converse 92) Notice of Extension Signature Page
EXHIBIT A
FORM OF'OPINION OF PAUL J. LEIGHTON, ESQ., COT]NSEL TO THE COMPAIIY
[See attached.]
Brnrrmr lhurrmv
Er:naY
Berkshire llathaway Energy Company
P.O. Box 657
Des Moines, Iowa 503064657
(5 I 5) 242-4099 Telephone
[phone] Fax
E-mail: [e-mail]
Re
PAUL J. LEIGHToN
Vice President, Assistant Corporate Secretary and
Assistant General Comsel
January 31,2017
The Bank of Nova Scotia
New York Agency
250 Vesey Street
New York, New York 10281
$22,485,000 Converse County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992
Ladies and Gentlemen:
I have served as counsel to PacifiCorp (the "Compony") in connection with the execution
and delivery by the Company of the (a) Notice of Extension, dated as of January 31,2017 (the
"Notice "), pursuant to the Letter of Credit and Reimbursement Agreement, dated March 26,
2013 (he "Letter of Credit Agreement "), between the Company and The Bank of Nova Scotia
(the "Bank"), dnd (b) that certain fee letter of the Bank, dated February 13, 2015, accepted and
agreed to by the Company on February 13, 2015 (the "Fee Letter"), each relating to the
abovementioned bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee
Letter are referred to herein each as a"Company Document" and collectively as the "Company
Documents." Capitalized terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed
the foregoing documents and such other matters with such offrcials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this
letter, that the Company Documents have been duly authoized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular and (iii) except as described in the Reoffering Circular, is duly registered or
qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which such registration, qualification or good standing is required (whether
by reason of the ownership or leasing of property, the conduct of its business or
otherwise), except where the failure to so register or qualiff or be in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver
the Amendment and the Fee Letter and to take all actions required or permitted to be
taken by the Company by or under, and to perform its obligations under each Company
Document, after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and
the Fee Letter and the performance by the Company of the Company Documents, after
giving effect to the Extension; and (ii) the carrying out, giving effect to, consummation
and performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authoized,
executed and delivered by the Company, and each Company Document, after giving
effect to the Extension, constitutes valid and binding obligations of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights or contractual
obligations generally or by general principles of equity or judicial discretion;
(e) the execution and delivery by the Company of the Amendment and the
Fee Letter, the perfornance by the Company of its obligations under the Company
Documents, after giving effect to the Extension, and the consummation by the Company
of the transactions therein contemplated do not and will not contravene the Third
Restated Articles of Incorporation or bylaws of the Company or, to the best of my
knowledge, ffiy rule, order, writ, injunction or decree of any court, federal or state
regulatory body, administrative agency or other governmental body applicable to the
Company, or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under any material mortgage, indenture, agreement or instrument to
which the Company is a party or by which it or any of its properties is bound or, to the
best of my knowledge, result in the creation or imposition of any mortgage, lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of the
Company;
(0 on and as of the date hereof, no authorization, consent or approval of,
notice to, registration or filing with, or action in respect of, any governmental body,
agency, regulatory authority or other instrumentality or court is required to be obtained,
given or taken on behalf of the Company in connection with the execution and delivery
by the Company of the Amendment and the Fee Letter and the performance by the
Company of the Company Documents, after giving effect to the Extension, other than
Order No. 92-1266, Docket UF 4077 issued by the Public Utility Commission of Oregon
on September l, 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 No. 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 28,2003, each of which has been duly obtained and is in full force and effect,
provided that no opinion is expressed with respect to compliance with any securities
laws;
(g) to the best of my knowledge, other than as described in the Reoffering
Circular, the Company has not received notice of or process in any action, suit,
proceeding, inquiry or investigation before or by any court, public board or body pending
against the Company, nor is any such action, suit, proceeding, inquiry or investigation
pending or threatened against the Company, wherein an unfavorable decision, ruling or
finding would have a material adverse effect on the properties, business, financial
condition or results of operations of the Company or the transactions contemplated by the
Company Documents (including the Extension), or which would adversely affect the
validity or enforceability of, or the authority of the Company to perform its obligations
under, the Company Documents, after giving effect to the Extension, or materially
adversely affect the ability of the Company to perform its obligations thereunder; and
(h) to the best of my knowledge, the Company is not in default under the
Company Documents, the Loan Agreement or any material indenture or other agteement
or instrument goveming outstanding indebtedness issued by the Company nor, to the best
of my knowledge, has any event occurred, which event is continuing, which with notice
or the passage of time or both would constitute a default under any such document.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt
status of interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and, as to the opinions expressed in paragraph (f)
above, the laws of the States of Califomia, Idaho, Utah, Washington and Wyoming, that are
applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to
the law of any other jurisdiction. [n rendering the opinions expressed herein, I have relied upon
the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as
-3-
to the matters expressed therein and the opinions expressed herein are subject to all of the
assumptions and qualifications recited in such opinion letter.
This opinion is addressed solely to you in connection with the transactions contemplated
by the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any govemmental agency
or other person (other than the Bank's counsel, auditors and any regulatory agency having
jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion may be
included in the transcript of documents relating to the Extension, and (ii) successors and
permitted assigns of the Bank may rely on this opinion as though addressed to such person on the
date hereof.
Very truly yours,
Paul J. Leighton
-4-
AI\NEX 1
OPINION OF JEFFERY B. ERB, ESQ., ASSISTANT GENERAL COI]NSEL TO THE
COMPAI{Y
[See attached.]
Re
January 31,20L7
Paul J. Leighton
Assistant General Counsel
Berkshire Hathaway Energy Company
4299 NW Urbandale Drive
Urbandale, Iowa 50322
$22,485,000 Converse County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1992
Dear Mr. Leighton:
I am the Assistant General Counsel of PacifiCo{p, ffi Oregon corporation (the "Compofr!"),
and reviewed the following documents in connection with their execution and delivery by the
Company: (a) Notice of Extension, dated as of January 31,2017 (the "Notice"), pursuant to
the Letter of Credit and Reimbursement Agreement, dated March 26,2013 (the "Letter of
Credit Agreement"), between the Company and The Bank of Nova Scotia (the "Bank"), &nd
(b) that certain fee letter of the Bank, dated February 13,2015, accepted and agreed to by the
Company on February 13, 2015 (he "Fee Letter"), each relating to the abovementioned
bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee Letter are
referred to herein each as a "Company Document" and collectively as the "Company
Documents. " Capitalized terms used herein and not otherwise defined shall have the
meanings assigned such terms in the Notice and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed the
foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this letter,
that the Company Documents have been duly authorized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular, and (iii) except as described in the Reoffering Circular is duly registered or
qualified to do business and is in good standing as a foreign corporation in eachjurisdiction
Paul J. Leighton
January 31,2017
Page2
in which such registration, qualification or good standing is required (whether by reason of
the ownership or leasing of property, the conduct of its business or otherwise), except where
the failure to so register or qualify or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver the
Amendment and the Fee Letter and to take all actions required or permitted to be taken by
the Company by or under, and to perform its obligations under each Company Document,
after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and the
Fee Letter and the performance by the Company of the Company Documents, after giving
effect to the Extension; and (ii) the carrying out, giving effect to, consummation and
performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authorized, executed
and delivered by the Company, and each Company Document, after giving effect to the
Extension, constitutes valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting the enforcement of creditors' rights or contractual obligations generally or
by general principles of equity or judicial discretion; and
(e) the execution and delivery by the Company of the Amendment and the Fee
Letter, the performance by the Company of its obligations under the Company Documents,
after giving effect to the Extension, and the consummation by the Company of the
transactions therein contemplated do not and will not contravene the Third Restated Articles
of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order,
writ, injunction or decree of any court, federal or state regulatory body, administrative
agency or other governmental body applicable to the Company, or result in a breach of any
of the terms, conditions or provisions of, or constitute a default under, any material mortgage,
indenture, agreement or instrument to which the Company is a party or by which it or any of
its properties is bound or, to the best of my knowledge, result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of
interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and I express no opinion as to the law of any other
jurisdiction. In rendering the opinion set forth in paragraph (d), I have assumed that the laws
Paul J. Leighton
January 31,2017
Page 3
of the State of Oregon would apply despite selection of New York law under Section 7.11 of
the Reimbursement Agreement.
This opinion is addressed solely to you in connection with the transactions contemplated by
the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any govemmental
agency or other person (other than the Bank's counsel, auditors and any regulatory agency
having jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion
may be included in the transcript of documents relating to the Extension, and (ii) successors
and permitted assigns of the Bank may rely on this opinion as though addressed to such
person on the date hereof.
Very truly yours,
Jeffrey B. Erb
Assistant General Counsel
NOTICE OF EXTENSION
Dated as of January 31,2017
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97 232-4ll 6
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No.: [phone]
E-mail : bruce.rvilliams@pacifi cortl.com
Ladies and Gentlemen:
Reference is made to the Letter of Credit and Reimbursement Agreement, dated as of
February 13,2015 (the "Reimbursement Agreemenl'), between PacifiCorp (the "Company")
and The Bank of Nova Scotia (the "Bank"), relating to the $24,400,000 Sweetwater County,
Wyoming Environmental Improvement Revenue Bonds (PacifiCorp Project) Series 1995.
Capitalized terms used in this Notice of Extension letter (this"Letter") and not otherwise defined
herein have the meanings given such terms in the Reimbursement Agreement.
Section l. Consent to Extension. [n response to a request by the Company for an
extension of the Stated Expiration Date,
(a) the Bank hereby extends the delivery period set forth in the last sentence of
Section 2.12 of the Reimbursement Agreement from 30 days to 90 days with respect to the
Extension (as defined below); and
(b) subject to the satisfaction of the conditions precedent set forth below, the Bank
agrees to deliver an Extension Certificate in the form of Exhibit 8 to the Letter of Credit (the
"Extension Certilicate"), providing for the extension of the Stated Expiration Date of the Letter
of Credit to March 26, 2019 (the "Extension", and the effective date of such Extension, the
"Effective Date").
Section 2. [ReservedJ.
Section 3. Conditions Precedent. The Bank's obligation under Section 1(b) above
with respect to the Extension shall be effective when and if (i) the representations and warranties
of the Company set forth in the certificate described in subsection (a) below shall be true and
correct on and as of the Effective Date as though made on and as of such date and (ii) the Bank
shall have received the following, in form and substance satisfactory to the Bank:
(a) A certificate from the Company signed by a duly authorized offrcer of the
Company, dated as of the Effective Date, stating that on and as of the Effective Date, and after
giving effect to the Extension, all conditions precedent set forth in Section 3.02 of the
Reimbursement Agreement are satisfi ed;
DMSLIBRARY0 I \29977098.v I
2
(b) A certificate of the Secretary or an Assistant Secretary of the Company certiffing
(A) the names, true signatures and incumbency of the officers of the Company authorized to sign
this Letter and the other documents to be delivered by the Company hereunder; (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 Letter, 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 (or that true and correct copies of all
such govemmental and regulatory authorizations and approvals were previously delivered to the
Bank in the Assistant Corporate Secretary's Certificate dated as of March 19,2015 provided
pursuant to the ReimbursementAgreement); 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;
(c) 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 Letter, 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 documents and such transactions;
(d) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
Berkshire Hathaway Energy Company and counsel to the Company, in substantially the form of
Exhibit A hereto; and
(e) The Company's executed counterpart of this Letter.
Section 4. Effect on the Reimbursement Agreement. Except as expressly provided
above, the execution, delivery and effectiveness of this Letter shall not operate as an amendment
or waiver of any right, power or remedy of the Bank under any Credit Document, nor constitute
an amendment or waiver of any provision of any Credit Document. Except as expressly
provided above, each Credit Document is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. This Letter shall constitute a Credit Document and
shall be binding on the parties hereto and their respective successors and permitted assigns under
the Credit Documents.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all costs
and expenses of the Bank in connection with the preparation, execution and delivery of this
Letter, the Extension Certificate and any other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect thereto, and all costs and expenses (including, without
limitation, reasonable fees and out-of-pocket expenses of counsel), if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Letter or such
other instruments and documents.
Section 6. Counterparts. This Letter may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of which counterparts
DMSLIBRARY0 I \29977098.v1
J
shall constitute an original, and all of which taken together shall constitute one and the same
instrument.
Section 7. Governing Law. This Letter shall be govemed by, and construed in
accordance with, the laws of the State ofNew York.
[Remainder of page intentionally left blank]
DMSLIBRARY 0 1V997 7 @8.v I
s-t
?l*as* indicatE yrrur ack*owledgement of. the faregaing by (i) *igrli*g a*d reluming *
countryert ts thi* Lettw by facsirnile or e-maiL t* Aleks Kayn* {fax **. 704-5*3-2622,
akapecffilaw.com) and {iil' srryng and rctumirrg tbre* *ngitral *ounterpart* lu tlris Letter by
overniglttmailtpKing&,SpaLdingLLP,lA0 N Tryon *Lzeet, Suite 3900,Chwlotte,NC282A2,
Attentran: Aleks Kopec.
Very truly yaurs,
htcaTtp-
Director
scotial?*citrc*rp{sweelwaterg!}Nstits,of ?,xtensionsiga*twre?ag*
ACCEPTED AND AGREED:
PACIFICORP
i]--- iJ e.!A*,,*.
Name: Bruce N. Williams
Title: VP and Treasurer
Scotia/PacifiCorp (Sweetwater 95) Notioe of Extension Signature Page
EXHIBIT A
['oRM OF OPINION OF PAUL J. LETGHTON, ESQ., COUNSEL TO TrIE COMpAttY
[See attached.]
Bmrrnnr llmrerrvErmr
Berkshire Hathaway Energy Company
P.O. Box 657
Des Moines, Iowa 50306-0657
(5 15) 2424099 Telephone
[phone] Fax
E-mail: [e-mail]
Re
PAULJ. LEIGHToN
Vice President, Assistant Corporate Secretary and
Assistant General Counsel
January 31,2017
The Bank of Nova Scotia
New York Agency
250 Vesey Street
New York, New York 10281
$24,400,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1995
Ladies and Gentlemen:
I have served as counsel to PacifiCorp (the "Company") in connection with the execution
and delivery by the Company of the (a) Notice of Extension, dated as of January 31 2017 (the
"Notice "), pursuant to the Letter of Credit and Reimbursement Agreement, dated March 26,
2013 (the "Letter of Credit Agreement"), between the Company and The Bank of Nova Scotia
(the " Bank"), ond (b) that certain fee letter of the Bank, dated February 13 , 2015, accepted and
agreed to by the Company on February 13, 2015 (the "Fee Letter"), each relating to the
abovementioned bonds (the "Bonds"). The Notice, the Letter of Credit Agreement and the Fee
Letter are referred to herein each as a"Company Document" and collectively as the "Compony
Documents. " Capitalized terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Amendment and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed
the foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of offrcers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this
letter, that the Company Documents have been duly authorized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular and (iii) except as described in the Reoffering Circular, is duly registered or
qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which such registration, qualification or good standing is required (whether
by reason of the ownership or leasing of property, the conduct of its business or
otherwise), except where the failure to so register or qualifu or be in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver
the Amendment and the Fee Letter and to take all actions required or permitted to be
taken by the Company by or under, and to perform its obligations under each Company
Document, after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and
the Fee Letter and the performance by the Company of the Company Documents, after
giving effect to the Extension; and (ii) the carrying out, giving effect to, consummation
and performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authoized,
executed and delivered by the Company, and each Company Document, after giving
effect to the Extension, constitutes valid and binding obligations of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights or contractual
obligations generally or by general principles of equity or judicial discretion;
(e) the execution and delivery by the Company of the Amendment and the
Fee Letter, the perfornance by the Company of its obligations under the Company
Documents, after giving effect to the Extension, and the consummation by the Company
of the transactions therein contemplated do not and will not contravene the Third
Restated Articles of Incorporation or bylaws of the Company or, to the best of my
knowledge, any rule, order, writ, injunction or decree of any court, federal or state
regulatory body, administrative agency or other governmental body applicable to the
Company, or result in a breach of any of the terms, conditions or provisions of or
constitute a default under any material mortgage, indenture, agreement or instrument to
which the Company is a party or by which it or any of its properties is bound or, to the
best of my knowledge, result in the creation or imposition of any mortgage, lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of the
Company;
1
(0 on and as of the date hereof, no authorization, consent or approval of,
notice to, registration or filing with, or action in respect of, any governmental body,
agency, regulatory authority or other instrumentality or court is required to be obtained,
given or taken on behalf of the Company in connection with the execution and delivery
by the Company of the Amendment and the Fee Letter and the performance by the
Company of the Company Documents, after giving effect to the Extension, other than
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 No. 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 28,2003, each of which has been duly obtained and is in full force and effect,
provided that no opinion is expressed with respect to compliance with any securities
laws;
(g) to the best of my knowledge, other than as described in the Reoffering
Circular, the Company has not received notice of or process in any action, suit,
proceeding, inquiry or investigation before or by any court, public board or body pending
against the Company, nor is any such action, suit, proceeding, inquiry or investigation
pending or threatened against the Company, wherein an unfavorable decision, ruling or
finding would have a material adverse effect on the properties, business, financial
condition or results of operations of the Company or the transactions contemplated by the
Company Documents (including the Extension), or which would adversely affect the
validity or enforceability of, or the authority of the Company to perform its obligations
under, the Company Documents, after giving effect to the Extension, or materially
adversely affect the ability of the Company to perform its obligations thereunder; and
(h) to the best of my knowledge, the Company is not in default under the
Company Documents, the Loan Agreement or any material indenture or other agreement
or instrument governing outstanding indebtedness issued by the Company nor, to the best
of my knowledge, has any event occurred, which event is continuing, which with notice
or the passage of time or both would constitute a default under any such document.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt
status of interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and, as to the opinions expressed in paragraph (f)
above, the laws of the States of Califomia, Idaho, Utah, Washington and Wyoming, that are
applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to
the law of any other jurisdiction. In rendering the opinions expressed herein, I have relied upon
the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as
-J-
to the matters expressed therein and the opinions expressed herein are subject to all of the
assumptions and qualifications recited in such opinion letter.
This opinion is addressed solely to you in connection with the transactions contemplated
by the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any govemmental agency
or other person (other than the Bank's counsel, auditors and any regulatory agency having
jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion may be
included in the transcript of documents relating to the Extension, and (ii) successors and
permitted assigns of the Bank may rely on this opinion as though addressed to such person on the
date hereof.
Very truly yours,
Paul J. Leighton
-4-
AI\NEX 1
OPINION OF JEFFERY B. ERB, ESQ., ASSISTAI\T GENERAL COUNSEL TO THE
COMPAI\TY
[See attached.]
Re
January 31,2017
Paul J. Leighton
Assistant General Counsel
Berkshire Hathaway Energy Company
4299 NW Urbandale Drive
Urbandale, lowa 50322
$24,400,000 Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1995
Dear Mr. Leighton:
I am the Assistant General Counsel of PacifiCorp, irr Oregon corporation (the "Compofi!"),
and reviewed the following documents in connection with their execution and delivery by the
Company: (a) Notice of Extension, dated as of January 31,2017 (the "Notice"), pursuant to
the Letter of Credit and Reimbursement Agreement, dated March 26,2013 (the "Letter of
Credit Agreement"), between the Company and The Bank of Nova Scotia (the "Bank"), &nd
(b) that certain fee letter of the Bank, dated February 13,2015, accepted and agreed to by the
Company on February 13, 2015 (the "Fee Letter"), each relating to the abovementioned
bonds (the "Bonds "). The Notice, the Letter of Credit Agreement and the Fee Letter are
referred to herein each as a "Company Document" and collectively as the "Company
Documents. " Capitalized terms used herein and not otherwise defined shall have the
meanings assigned such terms in the Amendment and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed the
foregoing documents and such other matters with such offrcials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this letter,
that the Company Documents have been duly authorized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular, and (iii) except as described in the Reoffering Circular is duly registered or
qualified to do business and is in good standing as a foreign corporation in each jurisdiction
Paul J. Leighton
January 31,2017
Page2
in which such registration, qualification or good standing is required (whether by reason of
the ownership or leasing of property, the conduct of its business or otherwise), except where
the failure to so register or qualifr or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver the
Amendment and the Fee Letter and to take all actions required or permitted to be taken by
the Company by or under, and to perform its obligations under each Company Document,
after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and the
Fee Letter and the performance by the Company of the Company Documents, after giving
effect to the Extension; and (ii) the carrying out, giving effect to, consummation and
performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authorized, executed
and delivered by the Company, and each Company Document, after giving effect to the
Extension, constitutes valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
af[ecting the enforcement of creditors' rights or contractual obligations generally or
by general principles of equity orjudicial discretion; and
(e) the execution and delivery by the Company of the Amendment and the Fee
Letter, the performance by the Company of its obligations under the Company Documents,
after giving effect to the Extension, and the consummation by the Company of the
transactions therein contemplated do not and will not contravene the Third Restated Articles
of lncorporation or bylaws of the Company or, to the best of my knowledge, any rule, order,
writ, injunction or decree of any court, federal or state regulatory body, administrative
agency or other governmental body applicable to the Company, or result in a breach of any
of the terms, conditions or provisions of, or constitute a default under, any material mortgage,
indenture, agreement or instrument to which the Company is a party or by which it or any of
its properties is bound or, to the best of my knowledge, result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of
interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and I express no opinion as to the law of any other
jurisdiction. In rendering the opinion set forth in paragraph (d), I have assumed that the laws
Paul J. Leighton
January 31,2017
Page 3
of the State of Oregon would apply despite selection of New York law under Section 7.1 1 of
the Reimbursement Agreement.
This opinion is addressed solely to you in connection with the transactions contemplated by
the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any govemmental
agency or other person (other than the Bank's counsel, auditors and any regulatory agency
having jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion
may be included in the transcript of documents relating to the Extension, and (ii) successors
and permitted assigns of the Bank may rely on this opinion as though addressed to such
person on the date hereof.
Very truly yours,
Jeffrey B. Erb
Assistant General Counsel
AMENDMENT AND NOTICE OF EXTENSION
Dated as of January 31,2017
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97 232-4ll 6
Attention: Bruce N. Williams, Vice President and Treasurer
Telecopy No.: [phone]
E-mail : bruc e.wil li arns(4)pacit'rco rp. com
Ladies and Gentlemen:
Reference is made to the Letter of Credit and Reimbursement Agreement, dated as of
March 19,2015 (the "Reimbursement Agreemenl'), between PacifiCorp (the o'Company") and
The Bank of Nova Scotia (the "Bank"), relating to the $45,000,000 City of Forsyth, Rosebud
County, Montana Customized Purchase Pollution Control Revenue Refunding Bonds (PacifiCorp
Project) Series 1988. Capitalized terms used in this Amendment and Notice of Extension letter
(this "Letter") and not otherwise defined herein have the meanings given such terms in the
Reimbursement Agreement.
Section 1. Consent to Extension.
extension of the Stated Expiration Date,
In response to a request by the Company for an
(a) the Bank hereby extends the delivery period set forth in the last sentence of
Section 2J2 of the Reimbursement Agreement from 30 days to 90 days with respect to the
Extension (as defined below); and
(b) subject to the satisfaction of the conditions precedent set forth below, the Bank
agrees to deliver an Extension Certificate in the form of Exhibit 8 to the Letter of Credit (the
"Extension Certificate"), providing for the extension of the Stated Expiration Date of the Letter
of Credit to March 26, 2018 (the "Extension", and the effective date of such Extension, the
"Effective Date").
Section 2. Amendment. Subject to the satisfaction of the conditions precedent set forth
below, effective as of the Effective Date, the definition of o'Fee Letter" set forth in Section 1.01
of the Reimbursement Agreement is amended and restated in its entirety to read as follows:
"'Fee Letter" means the Fee Letter, dated as of March 19,2015, between the Company
and the Bank, as amended and restated by the Fee Letter, dated as of January 31,2017, between
the Company and the Bank, as further amended, supplemented or otherwise modified from time
to time.'
DMSLIBRARY0 lV97 67 482.v3
2
Section 3. Conditions Precedent. The Bank's obligation under Section l(b) above with
respect to the Extension and the amendment set forth in Section 2 above (the "Amendmenf')
shall be effective when and if (i) the Company and the Bank shall have executed and delivered to
each other executed counterparts of the Fee Letter, dated as of the Effective Date, between the
Company and the Bank and relating to the Extension and the Amendment, (ii) the
representations and warranties of the Company set forth in the certificate described in subsection
(a) below shall be true and correct on and as of the Effective Date as though made on and as of
such date and (iii) the Bank shall have received the following, in form and substance satisfactory
to the Bank:
(a) A certificate from the Company signed by a duly authorized offrcer of the
Company, dated as of the Effective Date, stating that on and as of the Effective Date, and after
giving effect to the Extension and the Amendment, all conditions precedent set forth in Section
3.02 of the ReimbursementAgreement are satisfied;
(b) A certificate of the Secretary or an Assistant Secretary of the Company certiffing
(A) the names, true signatures and incumbency of the officers of the Company authorized to sign
this Letter and the other documents to be delivered by the Company hereunder; (B) that attached
thereto are true and conect 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 Letter, 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 (or that true and correct copies of all
such governmental and regulatory authorizations and approvals were previously delivered to the
Bank in the Assistant Corporate Secretary's Certificate dated as of March 19,2015 provided
pursuant to the Reimbursement Agreement); 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;
(c) 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 Lettet 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 documents and such transactions;
(d) An opinion letter of Paul J. Leighton, Esq., Assistant General Counsel for
Berkshire Hathaway Energy Company and counsel to the Company, in substantially the form of
ExhibitAhereto; and
(e) The Company's executed counterpart of this Letter,
Sectton 4. Elfect on the Reimbursement Agreement. Except as expressly provided
above, the execution, delivery and effectiveness of this Letter shall not operate as an amendment
or waiver of any right, power or remedy of the Bank under any Credit Document, nor constitute
an amendment or waiver of any provision of any Credit Document. Except as expressly
provided above, each Credit Document is and shall continue to be in full force and effect and is
hereby in all respects ratified and confirmed. This Letter shall constitute a Credit Document and
DMSLIBRARY0 lV97 67 482.v3
J
shall be binding on the parties hereto and their respective successors and permitted assigns under
the Credit Documents.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay on demand all costs
and expenses of the Bank in connection with the preparation, execution and delivery of this
Letter, the Extension Certificate and any other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Bank with respect thereto, and all costs and expenses (including, without
limitation, reasonable fees and out-of-pocket expenses of counsel), if any, in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of this Letter or such
other instruments and documents.
Section 6. Counterparts. This Letter may be executed in any number of counterparts
and by any combination of the parties hereto in separate counterparts, each of which counterparts
shall constitute an original, and all of which taken together shall constitute one and the same
instrument.
Section 7. Governing Law. This Letter shall be governed by, and construed in
accordance with, the laws of the State of New York.
[Remainder of page intentionally left blank]
DMSLIBRARY0 lV97 67 482.v3
$-l
?lease indtcate your actaawledgement af lhc forcgaing by {i} xigrxing artd retrxning a
counterpert to this Letter by fa*simile or e-mail to Aleks Kop*c {fax no. 7W-503-2622,
akaStecffikslaw.com) and (ii) signing and returning three origin*L e;otarl*erparts to this f,etter by
averni$tt mail ta King &, fipaldingLL?, 100 N Tryon Street, Suite 3900, Charlotte,,Nc 28202,
Atle*tion: .Llnks Kapc.
Yery *,ttly youxa,
THE BANKAF NOVA SCOTIA
David Devrw
Director
**otiaJ?acifiCarp{?o*fih88} h**ndmenland Notice of Extension Signature Page
ACCEPTED AND AGREED:
PACIFICORP
By 1L^ r.)pX0-**
Name: Bruce N. Williams
Title: VP and Treasurer
Scotia/PacifiCorp (Forqyth 88) Amendment and Notice of Extension Signature Page
EXHIBIT A
F'ORM OF OPTNION OF PAUL J. LEIGHTON, ESQ., COUNSEL TO THE COMPAI{Y
[See attached.]
-futrsrnrllmumv{annov
Berkshire Hathaway Energy Company
P.O. Box 657
Des Moines, Iowa 50306-0657
(5 I 5) 2424099 Telephone
[phone] Fax
E-mail: pjleighton@mid"merican.com
PAUL J. LEIGHToN
Vice President, Assistant Corporate Secretary and
Assistant General Counsel
January 31,2017
The Bank of Nova Scotia
New York Agency
250 Vesey Street
New York, New York 10281
$45,000,000 City of Forsyth, Rosebud County, Montana
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988
Ladies and Gentlemen:
I have served as counsel to PacifiCorp (the "Company") in connection with the execution
and delivery by the Company of the (a) Amendment and Notice of Extension, dated as of
January 31, 2017 (the "Amendment"), pursuant to the Letter of Credit and Reimbursement
Agreement, dated March 19, 2015 (as amended by the Amendment, the "Letter of Credit
Agreement"), between the Company and The Bank of Nova Scotia (the "Bank"), ond (b) that
certain fee letter of the Bank, dated January 31,2017, accepted and agreed to by the Company on
January 31,2017 (the "Fee Letter"), each relating to the abovementioned bonds (the "Bonds").
The Amendment, the Letter of Credit Agreement and the Fee Letter are referred to herein each as
a"Company Document" and collectively as the "Company Documents. " Capitalized terms used
herein and not otherwise defined shall have the meanings assigned such terms in the Amendment
and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed
the foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of officers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this
letter, that the Company Documents have been duly authoized, executed and delivered by each
party thereto, other than the Company.
Re
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular and (iii) except as described in the Reoffering Circular, is duly registered or
qualified to do business and is in good standing as a foreign corporation in each
jurisdiction in which such registration, qualification or good standing is required (whether
by reason of the ownership or leasing of property, the conduct of its business or
otherwise), except where the failure to so register or qualifu or be in good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver
the Amendment and the Fee Letter and to take all actions required or permitted to be
taken by the Company by or under, and to perform its obligations under each Company
Document, after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and
the Fee Letter and the performance by the Company of the Company Documents, after
giving effect to the Extension; and (ii) the carrying out, giving effect to, consummation
and performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authorized,
executed and delivered by the Company, and each Company Document, after giving
effect to the Extension, constitutes valid and binding obligations of the Company,
enforceable against the Company in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorgartization, moratorium or other
similar laws relating to or affecting the enforcement of creditors' rights or contractual
obligations generally or by general principles of equity or judicial discretion;
(e) the execution and delivery by the Company of the Amendment and the
Fee Letter, the perfornance by the Company of its obligations under the Company
Documents, after giving effect to the Extension, and the consummation by the Company
of the transactions therein contemplated do not and will not contravene the Third
Restated Articles of Incorporation or bylaws of the Company or, to the best of my
knowledge, any rule, order, writ, injunction or decree of any court, federal or state
regulatory body, administrative agency or other governmental body applicable to the
Company, or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under any material mortgage, indenture, agreement or instrument to
which the Company is a party or by which it or any of its properties is bound or, to the
best of my knowledge, result in the creation or imposition of any mortgage, lien, charge
or encumbrance of any nature whatsoever upon any of the properties or assets of the
Company;
.)
(0 on and as of the date hereof, no authorization, consent or approval of,
notice to, registration or filing with, or action in respect of, any governmental body,
agency, regulatory authority or other instrumentality or court is required to be obtained,
given or taken on behalf of the Company in connection with the execution and delivery
by the Company of the Amendment and the Fee Letter and the performance by the
Company of the Company Documents, after giving effect to the Extension, other than
Order No. 88-029, Docket UF 4004 issued by the Public Utility Commission of Oregon
on January ll, 1988; OrderNo.03-135, Docket UF 4195 issued by the Public Utility
Commission of Oregon on February 21,2003; Order No. 21666, Case No. U-l046-163
issued by the Idaho Public Utilities Commission on January 4, 1988; Order No. 29201,
Case No. PAC-E-O3-1 issued by the Idaho Public Utilities Commission on February 24,
2003; Order Granting Application, Docket No. 87-1668-43 issued by the Washington
Utilities and Transportation Commission on January 8, 1988; and Order No. 01, Docket
No. UE-030077 issued by the Washington Utilities and Transportation Commission on
February 28,2003, each of which has been duly obtained and is in full force and effect,
provided that no opinion is expressed with respect to compliance with any securities
laws;
(g) to the best of my knowledge, other than as described in the Reoffering
Circular, the Company has not received notice of or process in any action, suit,
proceeding, inquiry or investigation before or by any court, public board or body pending
against the Company, nor is any such action, suit, proceeding, inquiry or investigation
pending or threatened against the Company, wherein an unfavorable decision, ruling or
finding would have a material adverse effect on the properties, business, financial
condition or results of operations of the Company or the transactions contemplated by the
Company Documents (including the Extension), or which would adversely affect the
validity or enforceability of, or the authority of the Company to perform its obligations
under, the Company Documents, after giving effect to the Extension, or materially
adversely affect the ability of the Company to perform its obligations thereunder; and
(h) to the best of my knowledge, the Company is not in default under the
Company Documents, the Loan Agreement or any material indenture or other agreement
or instrument governing outstanding indebtedness issued by the Company nor, to the best
of my knowledge, has any event occurred, which event is continuing, which with notice
or the passage of time or both would constitute a default under any such document.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt
status of interest on the Bonds.
The opinions expressed herein are limited to matters govemed by the laws of the United
States of America and the State of Oregon and, as to the opinions expressed in paragraph (f)
above, the laws of the States of Califomia, Idaho, Utah, Washington and Wyoming, that are
applicable to PacifiCorp as a regulated public utility in such states, and I express no opinion as to
the law of any other jurisdiction. ln rendering the opinions expressed herein, I have relied upon
the attached opinion letter of Jeffery B. Erb, Esq., Assistant General Counsel to the Company, as
-3-
to the maffers expressed therein and the opinions expressed herein are subject to all of the
assumptions and qualifications recited in such opinion letter.
This opinion is addressed solely to you in connection with the transactions contemplated
by the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or filed with any governmental agency
or other person (other than the Bank's counsel, auditors and any regulatory agency having
jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion may be
included in the transcript of documents relating to the Extension, and (ii) successors and
permitted assigns of the Bank may rely on this opinion as though addressed to such person on the
date hereof.
Very truly yours,
Paul J. Leighton
-4-
AI\INEX 1
opINroN oF JEFFERY B. ERB, ESQ., ASSTSTANT GEI\IERAL COUNSEL TO THE
COMPAIIY
[See attached.]
Re
January 31,2017
Paul J. Leighton
Assistant General Counsel
Berkshire Hathaway Energy Company
4299 NW Urbandale Drive
Urbandale, Iowa50322
$45,000,000 City of Forsyth, Rosebud County, Montana
Customized Purchase Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1988
Dear Mr. Leighton:
I am the Assistant General Counsel of PacifiCorp, irl Oregon corporation (the "Compofr!"),
and reviewed the following documents in connection with their execution and delivery by the
Company: (a) Amendment and Notice of Extension, dated as of January 31, 2017 (the
"Amendmerf"), pursuant to the Letter of Credit and Reimbursement Agreement, dated
March 19, 2015 (as amended by the Amendment, the "Letter of Credit Agreement"),
between the Company and The Bank of Nova Scotia (the "Bank"), and (b) that certain fee
letter of the Bank, dated January 31,2017, accepted and agreed to by the Company on
January 31, 2017 (the "Fee Letter"), each relating to the abovementioned bonds (the
"Bonds "). The Amendment, the Letter of Credit Agreement and the Fee Letter are referred to
herein each as a'oCompany Document" and collectively as the "Company Documents."
Capitalized terms used herein and not otherwise defined shall have the meanings assigned
such terms in the Amendment and the Letter of Credit Agreement.
I have examined the Company Documents and such other documents, and have discussed the
foregoing documents and such other matters with such officials of the Company, as I
consider necessary and appropriate to enable me to express the opinions stated in this letter. I
have relied, to the extent that I deem such reliance proper, upon certificates of public officials
and certificates of offrcers of the Company with respect to the accuracy of material factual
matters contained therein which were not independently established.
I have assumed, with your consent, for the purposes of the opinions expressed in this letter,
that the Company Documents have been duly authorized, executed and delivered by each
party thereto, other than the Company.
Based upon the foregoing, it is my opinion that:
(a) the Company (i) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Oregon, (ii) has the corporate power and
authority to own its properties and to conduct its business as described in the Reoffering
Circular, and (iii) except as described in the Reoffering Circular is duly registered or
Paul J. Leighton
January 31,2017
Page2
qualified to do business and is in good standing as a foreign corporation in each jurisdiction
in which such registration, qualification or good standing is required (whether by reason of
the ownership or leasing of property, the conduct of its business or otherwise), except where
the failure to so register or qualifr or be in good standing could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect;
(b) the Company has the corporate power and authority to execute and deliver the
Amendment and the Fee Letter and to take all actions required or permitted to be taken by
the Company by or under, and to perform its obligations under each Company Document,
after giving effect to the Extension;
(c) the Company has duly taken all necessary corporate action for the
authorization of: (i) the execution and delivery by the Company of the Amendment and the
Fee Letter and the performance by the Company of the Company Documents, after giving
effect to the Extension; and (ii) the carrying out, giving effect to, consummation and
performance by the Company of the transactions and obligations contemplated by the
Company Documents, after giving effect to the Extension, provided that no opinion is
expressed with respect to compliance with any securities laws;
(d) each of the Amendment and the Fee Letter has been duly authorized, executed
and delivered by the Company, and each Company Document, after giving effect to the
Extension, constitutes valid and binding obligations of the Company, enforceable against the
Company in accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting the enforcement of creditors' rights or contractual obligations generally or
by general principles of equity or judicial discretion; and
(e) the execution and delivery by the Company of the Amendment and the Fee
Letter, the performance by the Company of its obligations under the Company Documents,
after giving effect to the Extension, and the consummation by the Company of the
transactions therein contemplated do not and will not contravene the Third Restated Articles
of Incorporation or bylaws of the Company or, to the best of my knowledge, any rule, order,
writ, injunction or decree of any court, federal or state regulatory body, administrative
agency or other governmental body applicable to the Company, or result in a breach of any
of the terms, conditions or provisions of, or constitute a default under, any material mortgage,
indenture, agreement or instrument to which the Company is a party or by which it or any of
its properties is bound or, to the best of my knowledge, result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.
I have not passed upon, and the foregoing assumes and is subject to, the tax-exempt status of
interest on the Bonds.
The opinions expressed herein are limited to matters governed by the laws of the United
States of America and the State of Oregon and I express no opinion as to the law of any other
Paul J. Leighton
January 31,2017
Page 3
jurisdiction. In rendering the opinion set forth in paragraph (d), I have assumed that the laws
of the State of Oregon would apply despite selection of New York law under Section 7.1I of
the Reimbursement Agreement.
This opinion is addressed solely to you in connection with the transactions contemplated by
the Company Documents and is not to be relied upon by any other person or for any other
purposes or quoted or referred to in any public document or frled with any governmental
agency or other person (other than the Bank's counsel, auditors and any regulatory agency
having jurisdiction over the Bank or as otherwise required pursuant to legal process or other
requirements of law) without my written consent; provided that (i) a copy of this opinion
may be included in the transcript of documents relating to the Extension, and (ii) successors
and permiued assigns of the Bank may rely on this opinion as though addressed to such
person on the date hereof.
Very truly yours,
Jeffery B. Erb
Assistant General Counsel
REDACTED
Attachment 3
CIBC
REDACTED
Norrcrc orExtpNsroN
December 19,2016
PacifiCorp
825 N.E. Mulfiromah Street, Suite 1900
Portland, Oregon 97232-4t16
Attention: Bruce N. Williams, Vice President and Treasurer
Re: Irrevocable Transferable Direct Pay Letter of Credit No
Ladies and Gentlemen:
Pursuant to Section 2.12 of the Letter of Credit and Reimbursement Agreement dated as
of March 19,2015 (the "Reimbursement Agreement"), between PacifiCorp (the "Company")
and Canadian Imperial Bank of Commerce, New York Branch (the "Bank"), the Bank has
approved an extension of Irrevocable Transferable Direct Pay Letter of Credit No
(the "Letter of Credit"), dated March 19,2015. The new Letter of Credit Stated Expiration Date
will be March 19,2019.
The Company's acknowledgment hereof shall be deemed to be the Company's
certification that (i) the representations and warranties of the Company contained in Section 4.01
of the Reimbursement Agreement (excluding the representations and warranties in the first
sentence of Section a.0l(g) and in the first sentence of Section a.01(n)) and in the Related
Documents are true and correct in all material respects (without duplication of any materiality
qualifiers) as of the date hereof; (ii) no event has occurred and is continuing, or would result
from the extension of the Letter of Credit, 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
hereof.
CIBC World l\4arkets Corp
Very truly yours,
CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH
By:
Name:
Title:
Authorized Signatory
Acknowledged as of 'i)cc e .*htr 11 2c*\ l.* 6y
PacifiCorp
f>^*L) LJI&*
Name: Bruce N. Williams
Title: Vice President and Treasurer
By: