20120625Notice of Affiliate Transaction.pdf

PAC 1 F I CO R7
A MIDAMERICAN ENERGY HOLDINGS COMPANY
Mark C. Moench
Senior Vice President and General Counsel
201 S. Main Street, Suite 2400
Salt Lake City, UT 84111
801-220-4459 Office
801-220-4058 Fax
[e-mail]
June 25, 2012
VIA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702-5983

Attention: Jean D. Jewell
Commission Secretary

Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
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This letter will serve as notice pursuant to Commitment I 17(2), incorporated in the
Idaho Public Utilities Commission Order No. 29973 issued February 13, 2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAmerican Energy Holdings Company ("MEHC"), of an
amended affiliate interest transaction with Wells Fargo Bank, N.A. (Wells Fargo). In 2010, the
Company obtained letters of credit from Wells Fargo to enhance four series of variable rate
Pollution Control Revenue Bond Obligations (PCRBs).' These letters of credit are being
amended to extend the expiration date and to transfer them from an existing revolving credit
agreement that is expected to be terminated to a different revolving credit agreement.
A copy of the First Amendment to Letter of Credit Agreement for Sweetwater County,
Wyoming Bond Series 1992A and 1992B is included as Attachment A. A copy of the First
Amendment to Letter of Credit Agreement for Sweetwater County, Wyoming Bond Series 1994
is included as Attachment B. A copy of the First Amendment to Letter of Credit Agreement for
Lincoln County, Wyoming Bond Series 1991 is included as Attachment C. A copy of the First
Amendment to Letter of Credit Agreement for Lincoln County, Wyoming Bond Series 1992 is
included as Attachment D. These letters of credit will be issued under the terms and conditions
of the Company's $635 million revolving credit agreement, with Wells Fargo serving as the
issuing bank. The Company is making these changes due to the expected termination of an
existing credit agreement as part of an overall plan to replace existing credit facilities that expire
over the next approximately twelve months.
PacifiCorp is a wholly-owned indirect subsidiary of MidAmerican Energy Holdings
Company ("MEHC"). MEHC is a subsidiary of Berkshire Hathaway, Inc ("Berkshire
'PacifiCorp filed notice of the original transaction on June 4, 2012.
Idaho Public Utilities Commission
June 25, 2012
Page 2
Hathaway"). As of March 31, 2010, Warren E. Buffet (an individual who may be deemed to
control Berkshire Hathaway), Berkshire Hathaway, various subsidiaries of Berkshire Hathaway
and various employee benefit plans of Berkshire Hathaway subsidiaries together held in excess
of 5 percent interest in Wells Fargo common stock. Therefore, Berkshire Hathaway's ownership
interest in Wells Fargo may create an affiliated interest in some PacifiCorp jurisdictions.
As noted in the June 4, 2010, filing, the PCRBs were previously issued and proceeds
have been used by the Company to finance, or refinance, the construction and operation of
certain qualifying air pollution control facilities, in accordance with federal law, located at the
Company's generating facilities. There will be no change in the amount of or maturity of the
PCRB obligations. In addition, there will be no change to fees payable to Wells Fargo related to
these letters of credit.
Please do not hesitate to contact me if you have any questions.
Best Regards,
N.
Mark C. Moench
Senior Vice President and General Counsel
PacifiCorp
Enclosures
ATTACHMENT A
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
Dated as of June 22, 2012
by and between
PACIFTCORP,
as Borrower
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "Issuing Bank"
$9,335,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
Series 1992A
(PacifiCorp Project)
and
$6,305,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
Series 1992B
(PacifiCorp Project)
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as of
June 22, 2012 (this "First Amendment"), amends that certain Letter of Credit Agreement dated
September, 22, 2010 (the "Letter of Credit Agreement"), between PACIFICORP, an Oregon
corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as the issuer of the hereinafter defined Letter of Credit (the
"Issuing Bank").
W I T N E S S E T H:
WHEREAS, the Issuing Bank issued the Letters of Credit on September 22,
2010, pursuant to the Letter of Credit Agreement and subject to the terms set forth in that certain
Credit Agreement dated as of October 23, 2007, as amended by that certain First Amendment
dated April 15, 2009, among the Borrower, various banks identified therein, Union Bank of
California, N.A., Administrative Agent, and The Royal Bank of Scotland plc, as Syndication
Agent (the "Initial Credit Agreement");
WHEREAS, the Borrower has requested that the Letters of Credit remain
outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Initial Credit Agreement and that the Expiration Date of each
of the Letters of Credit be extended to June 21, 2013; and
WHEREAS, the parties have agreed to amend the Letter of Credit Agreement
accordingly as more fully set forth below; and
NOW THEREFORE, in consideration of the premises and agreements herein set
forth, and for other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Initially capitalized terms and phrases used in this First Amendment and not defined
elsewhere in this First Amendment shall have the meaning ascribed to them in the Letter of
Credit Agreement.
ARTICLE II
AMENDMENTS OF LETTER OF CREDIT AGREEMENT
Subject to the satisfaction of the conditions in Article III, the Letter of Credit Agreement
is hereby amended as follows:
Section 2.01. Amendments to Section 1.01 of the Letter of Credit Agreement.
2
(a)The definition of "Administrative Agent" shall be deleted in its entirety
and the following shall be substituted therefore:
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent under the Credit Agreement, and its successors
and assigns.
(b)The definition of "Credit Agreement" shall be deleted in its entirety and
the following shall be substituted therefore:
"Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of July 6, 2006, as amended by the First Amendment to the
same, dated as of April 15, 2009, and the Second Amendment to the same, dated
as of January 6, 2012, among the Borrower, the banks listed on the signature
pages thereto, the Administrative Agent and The Royal Bank of Scotland pIe, as
Syndication Agent, as further amended or supplemented from time to time.
(c)A new definition shall be added to Section 1.01 as follow:
"Reissuance Date" means June 22, 2012.
Section 2.02. Amendments to Section 2.01 of the Letter of Credit Agreement.
Section 2.01 of the Letter of Credit Agreement is hereby amended by striking the
first sentence thereof and substituting the following therefore:
"The Issuing Bank issued the Letters of Credit to the Trustee as beneficiary on the
Closing Date on the terms set forth in the Initial Credit Agreement. Subject to the terms
and conditions of this Agreement, the Issuing Bank agrees that the Letters of Credit shall
remain outstanding and, as of the Reissuance Date, shall be issued under, and shall be
subject to the terms and conditions of, the Credit Agreement, as supplemented by this
Agreement."
Section 2.03. Amendment to Section 2.04 of the Letter of Credit Agreement.
Subparagraph (c)(2) of Section 2.04 of the Letter of Credit Agreement is hereby
amended by striking the phrase "and the aggregate amount of the Letter of Credit Liabilities shall
not exceed $200,000,000" in its entirety and substituting therefore the new phrase "and the
aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by the
Issuing Bank shall not exceed the Issuing Bank's Issuer Sublimit."
Section 2.04. Amendment to Section 2.04 of the Letter of Credit Agreement.
Section 2.05 of the Letter of Credit Agreement is hereby amended by striking the
paragraph in it entirety and the following shall be substituted therefore:
"Extension of the Expiration Date. If, after receiving a Notice of Issuance (as
defined in the Credit Agreement) requesting an extension of the then current Expiration
3
Date set forth in a Letter of Credit in accordance with such Letter of Credit and the Credit
Agreement, the Issuing Bank intends to elect not to extend such Expiration Date, the
Issuing Bank shall provide written notice to the Borrower of such intention on or before
the date that is sixty (60) days prior to such Expiration Date. In addition, if the Issuing
Bank makes such election to not extend the scheduled Expiration Date, the Issuing Bank
shall provide written notice of the Issuing Bank's election to the Trustee on or before the
date that is forty-five (45) days prior to such Expiration Date. The determination whether
to extend the Expiration Date shall be in the independent absolute discretion of the
Issuing Bank."
ARTICLE III
CONDITIONS PRECEDENT
The obligation of the Issuing Bank to execute and deliver this First Amendment, to
authorize the Letters of Credit to remain outstanding subject to the terms and conditions of the
Credit Agreement and to extend the Expiration Date of each of the Letters of Credit to June 21,
2013 shall be subject to the following:
(a)The Issuing Bank shall have received a counterpart hereof signed by the
Borrower;
(b)the representations and warranties of the Borrower contained in Section
2.04(c) of the Letter of Credit Agreement, as amended above, shall be true in all material
respects on the Reissuance Date with the same effect as though made on and as of that
date, and no condition, event or act shall have occurred which constitutes a Default under
the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default
under the Credit Agreement;
(c)the Issuing Bank shall have received from counsel for the Borrower an
opinion in form and substance reasonably satisfactory to the Issuing Bank.
(d)the conditions precedent to issuance of the Letters of Credit set forth in
Section 3.01 of the Letter of Credit Agreement shall have been satisfied as of the
Reissuance Date, including, without limitation, that the Issuing Bank shall have been
designated as an "issuing bank" by the Administrative Agent and the Borrower as
provided in the Credit Agreement and Borrower shall have provided a Notice of Issuance
to the Issuance Bank as required under Section 2.17(b) of the Credit Agreement; and
(e)The Issuing Bank shall have received such other documents, instruments,
approvals and, if requested by the Issuing Bank, certified duplicates of executed copies
thereof, and opinions as the Issuing Bank may reasonably request.
4
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Ratification. Except for those provisions specifically amended pursuant
to Article II hereof, all other provisions of the Letter of Credit Agreement shall and do remain in
effect and unchanged. In executing and delivering this First Amendment, the Issuing Bank shall
be entitled to all of the privileges and immunities afforded to the Issuing Bank under the terms
and provisions of the Letter of Credit Agreement.
Section 4.02. Counterparts. This First Amendment may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 4.03. Applicable Law. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York except that the authority of the
Borrower to execute and deliver this Agreement shall be governed by the laws of the State of
Oregon.
Section 4.04. Waiver of Jury. To the fullest extent permitted by law, each of the parties
hereto waives any right it may have to a trial by jury in respect of litigation directly or indirectly
arising out of, under or in connection with this First Amendment. Each party further waives any
right to consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
Section 4.05. Severability. If any provision of this First Amendment shall be held or
deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect
any other provision herein contained or render the same invalid, inoperative or unenforceable to
any extent whatever.
Section 4.06. Captions. The captions or headings of this First Amendment are for
convenience or reference only, and in no way define, limit or describe the scope or intent or any
provisions or sections of this First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Letter
of Credit Agreement be executed by their respective officers thereunto duly authorized, all as of
the date first written above.
PACIFICORP, as Borrower
By:_________________________
Name: Bruce Williams
Title: Vice President and Treasurer
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Issuing Bank
By
Name: Yann Blindert
Title Director
[First Amendment to Letter of Credit Agreement]
(Sweetwater County, Wyoming, Series 1992A and Series 1992B)
LEGAL23958525. 1
ATTACHMENT B
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
Dated as of June 22, 2012
by and between
PACIFICORP,
as Borrower
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "Issuing Bank"
$21,260,000
Sweetwater County, Wyoming
Pollution Control Revenue Refunding Bonds
Series 1994
(PacifiCorp Project)
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as of
June 22, 2012 (this "First Amendment"), amends that certain Letter of Credit Agreement dated
November 19, 2008 (the "Letter of Credit Agreement"), between PACIFICORP, an Oregon
corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as the issuer of the hereinafter defined Letter of Credit (the
"Issuing Bank").
W I T N E S S E T H:
WHEREAS, the Issuing Bank issued the Letter of Credit on November 19, 2008,
pursuant to the Letter of Credit Agreement and subject to the terms set forth in that certain Credit
Agreement dated as of October 23, 2007, as amended by that certain First Amendment dated
April 15, 2009, among the Borrower, various banks identified therein, Union Bank of California,
N.A., Administrative Agent, and The Royal Bank of Scotland plc, as Syndication Agent (the
"Initial Credit Agreement");
WHEREAS, the Borrower has requested that the Letter of Credit remain
outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Initial Credit Agreement and that the Expiration Date of the
Letter of Credit be extended to June 21, 2013; and
WHEREAS, the parties have agreed to amend the Letter of Credit Agreement
accordingly as more fully set forth below; and
NOW THEREFORE, in consideration of the premises and agreements herein set
forth, and for other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Initially capitalized terms and phrases used in this First Amendment and not defined
elsewhere in this First Amendment shall have the meaning ascribed to them in the Letter of
Credit Agreement.
ARTICLE II
AMENDMENTS OF LETTER OF CREDIT AGREEMENT
Subject to the satisfaction of the conditions in Article III, the Letter of Credit Agreement
is hereby amended as follows:
Section 2.01. Amendments to Section 1.01 of the Letter of Credit Agreement.
(a)The definition of "Administrative Agent" shall be deleted in its entirety
and the following shall be substituted therefore:
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent under the Credit Agreement, and its successors
and assigns.
(b)The definition of "Credit Agreement" shall be deleted in its entirety and
the following shall be substituted therefore:
"Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of July 6, 2006, as amended by the First Amendment to the
same, dated as of April 15, 2009, and the Second Amendment to the same, dated
as of January 6, 2012, among the Borrower, the banks listed on the signature
pages thereto, the Administrative Agent and The Royal Bank of Scotland plc, as
Syndication Agent, as further amended or supplemented from time to time.
(c)A new definition shall be added to Section 1.01 as follow:
"Reissuance Date" means June 22, 2012.
Section 2.02. Amendments to Section 2.01 of the Letter of Credit Agreement.
Section 2.01 of the Letter of Credit Agreement is hereby amended by striking the
first sentence thereof and substituting the following therefore:
"The Issuing Bank issued the Letter of Credit to the Trustee as beneficiary on the
Closing Date on the terms set forth in the Initial Credit Agreement. Subject to the terms
and conditions of this Agreement, the Issuing Bank agrees that the Letter of Credit shall
remain outstanding and, as of the Reissuance Date, shall be issued under, and shall be
subject to the terms and conditions of, the Credit Agreement, as supplemented by this
Agreement."
Section 2.03. Amendment to Section 2.04 of the Letter of Credit Agreement.
Subparagraph (c)(2) of Section 2.04 of the Letter of Credit Agreement is hereby
amended by striking the phrase "and the aggregate amount of the Letter of Credit Liabilities shall
not exceed $200,000,000" in its entirety and substituting therefore the new phrase "and the
aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by the
Issuing Bank shall not exceed the Issuing Bank's Issuer Sublimit."
Section 2.04. Amendment to Section 2.04 of the Letter of Credit Agreement.
Section 2.05 of the Letter of Credit Agreement is hereby amended by striking the
paragraph in it entirety and the following shall be substituted therefore:
"Extension of the Expiration Date. If, after receiving a Notice of Issuance (as
defined in the Credit Agreement) requesting an extension of the then current Expiration
3
I
I
Date set forth in the Letter of Credit in accordance with the Letter of Credit and the
Credit Agreement, the Issuing Bank intends to elect not to extend such Expiration Date,
the Issuing Bank shall provide written notice to the Borrower of such intention on or
before the date that is sixty (60) days prior to such Expiration Date. In addition, if the
Issuing Bank makes such election to not extend the scheduled Expiration Date, the
Issuing Bank shall provide written notice of the Issuing Bank's election to the Trustee on
or before the date that is forty-five (45) days prior to such Expiration Date. The
determination whether to extend the Expiration Date shall be in the independent absolute
discretion of the Issuing Bank."
ARTICLE III
CONDITIONS PRECEDENT
The obligation of the Issuing Bank to execute and deliver this First Amendment, to
authorize the Letter of Credit to remain outstanding subject to the terms and conditions of the
Credit Agreement and to extend the Expiration Date of the Letter of Credit to June 21, 2013 shall
be subject to the following
(a)The Issuing Bank shall have received a counterpart hereof signed by the
Borrower;
(b)the representations and warranties of the Borrower contained in Section
2.04(c) of the Letter of Credit Agreement, as amended above, shall be true in all material
respects on the Reissuance Date with the same effect as though made on and as of that
date, and no condition, event or act shall have occurred which constitutes a Default under
the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default
under the Credit Agreement;
(c)the Issuing Bank shall have received from counsel for the Borrower an
opinion in form and substance reasonably satisfactory to the Issuing Bank.
(d)the conditions precedent to issuance of the Letter of Credit set forth in
Section 3.01 of the Letter of Credit Agreement shall have been satisfied as of the
Reissuance Date, including, without limitation, that the Issuing Bank shall have been
designated as an "issuing bank" by the Administrative Agent and the Borrower as
provided in the Credit Agreement and Borrower shall have provided a Notice of Issuance
to the Issuance Bank as required under Section 2.17(b) of the Credit Agreement; and
(e)The Issuing Bank shall have received such other documents, instruments,
approvals and, if requested by the Issuing Bank, certified duplicates of executed copies
thereof, and opinions as the Issuing Bank may reasonably request.
4
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Ratification. Except for those provisions specifically amended pursuant
to Article II hereof, all other provisions of the Letter of Credit Agreement shall and do remain in
effect and unchanged. In executing and delivering this First Amendment, the Issuing Bank shall
be entitled to all of the privileges and immunities afforded to the Issuing Bank under the terms
and provisions of the Letter of Credit Agreement.
Section 4.02. Counterparts. This First Amendment may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 4.03. Applicable Law. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York except that the authority of the
Borrower to execute and deliver this Agreement shall be governed by the laws of the State of
Oregon.
Section 4.04. Waiver of Jury. To the fullest extent permitted by law, each of the parties
hereto waives any right it may have to a trial by jury in respect of litigation directly or indirectly
arising out of, under or in connection with this First Amendment. Each party further waives any
right to consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
Section 4.05. Severability. If any provision of this First Amendment shall be held or
deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect
any other provision herein contained or render the same invalid, inoperative or unenforceable to
any extent whatever.
Section 4.06. Captions. The captions or headings of this First Amendment are for
convenience or reference only, and in no way define, limit or describe the scope or intent or any
provisions or sections of this First Amendment.
5
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Letter
of Credit Agreement be executed by their respective officers thereunto duly authorized, all as of
the date first written above.
PACIFICORP, as Borrower
By:_________________________
Name: Bruce Williams
Title: Vice President and Treasurer
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Issuing Bank
By:_________________________
Name: Yann Blindert
Title: Director
[First Amendment to Letter of Credit Agreement]
(Sweetwater County, Wyoming, Series 1994)
02941-03331LEGAL23955323.1
ATTACHMENT C
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
Dated as of June 22, 2012
by and between
PACIFICORP,
as Borrower
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "Issuing Bank"
$45,000,000
Lincoln County, Wyoming
Pollution Control Revenue Refunding Bonds
Series 1991
(PacifiCorp Project)
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as of
June 22, 2012 (this "First Amendment"), amends that certain Letter of Credit Agreement dated
June 1, 2010 (the "Letter of Credit Agreement"), between PACIFIC ORP, an Oregon corporation
(the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as the issuer of the hereinafter defined Letter of Credit (the "Issuing
Bank").
WITNES SETH:
WHEREAS, the Issuing Bank issued the Letter of Credit on June 1, 2010,
pursuant to the Letter of Credit Agreement and subject to the terms set forth in that certain Credit
Agreement dated as of October 23, 2007, as amended by that certain First Amendment dated
April 15, 2009, among the Borrower, various banks identified therein, Union Bank of California,
N.A., as Administrative Agent, and The Royal Bank of Scotland plc, as Syndication Agent (the
"Initial Credit Agreement");
WHEREAS, the Borrower has requested that the Letter of Credit remain
outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Initial Credit Agreement and that the Expiration Date of the
Letter of Credit be extended to June 21, 2013; and
WHEREAS, the parties have agreed to amend the Letter of Credit Agreement
accordingly as more fully set forth below; and
NOW THEREFORE, in consideration of the premises and agreements herein set
forth, and for other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Initially capitalized terms and phrases used in this First Amendment and not defined
elsewhere in this First Amendment shall have the meaning ascribed to them in the Letter of
Credit Agreement.
ARTICLE II
AMENDMENTS OF LETTER OF CREDIT AGREEMENT
Subject to the satisfaction of the conditions in Article III, the Letter of Credit Agreement
is hereby amended as follows:
Section 2.01. Amendments to Section 1.01 of the Letter of Credit Agreement.
2
I
I
(a)The definition of "Administrative Agent" shall be deleted in its entirety
and the following shall be substituted therefore:
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent under the Credit Agreement, and its successors
and assigns.
(b)The definition of "Credit Agreement" shall be deleted in its entirety and
the following shall be substituted therefore:
"Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of July 6, 2006, as amended by the First Amendment to the
same, dated as of April 15, 2009, and the Second Amendment to the same, dated
as of January 6, 2012, among the Borrower, the banks listed on the signature
pages thereto, the Administrative Agent and The Royal Bank of Scotland plc, as
Syndication Agent, as further amended or supplemented from time to time
(c)A new definition shall be added to Section 1.01 as follow:
"Reissuance Date" means June 22, 2012.
Section 2.02. Amendments to Section 2.01 of the Letter of Credit Agreement.
Section 2.01 of the Letter of Credit Agreement is hereby amended by striking the
first sentence thereof and substituting the following therefore:
"The Issuing Bank issued the Letter of Credit to the Trustee as beneficiary on the
Closing Date on the terms set forth in the Initial Credit Agreement. Subject to the terms
and conditions of this Agreement, the Issuing Bank agrees that the Letter of Credit shall
remain outstanding and, as of the Reissuance Date, shall be issued under, and shall be
subject to the terms and conditions of, the Credit Agreement, as supplemented by this
Agreement."
Section 2.03. Amendment to Section 2.04 of the Letter of Credit Agreement.
Subparagraph (c)(2) of Section 2.04 of the Letter of Credit Agreement is hereby
amended by striking the phrase "and the aggregate amount of the Letter of Credit Liabilities shall
not exceed $200,000,000" in its entirety and substituting therefore the new phrase "and the
aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by the
Issuing Bank shall not exceed the Issuing Bank's Issuer Sublimit."
Section 2.04. Amendment to Section 2.04 of the Letter of Credit Agreement.
Section 2.05 of the Letter of Credit Agreement is hereby amended by striking the
paragraph in it entirety and the following shall be substituted therefore:
"Extension of the Expiration Date. If, after receiving a Notice of Issuance (as
defined in the Credit Agreement) requesting an extension of the then current Expiration
3
Date set forth in the Letter of Credit in accordance with the Letter of Credit and the
Credit Agreement, the Issuing Bank intends to elect not to extend such Expiration Date,
the Issuing Bank shall provide written notice to the Borrower of such intention on or
before the date that is sixty (60) days prior to such Expiration Date. In addition, if the
Issuing Bank makes such election to not extend the scheduled Expiration Date, the
Issuing Bank shall provide written notice of the Issuing Bank's election to the Trustee on
or before the date that is forty-five (45) days prior to such Expiration Date. The
determination whether to extend the Expiration Date shall be in the independent absolute
discretion of the Issuing Bank."
ARTICLE III
CONDITIONS PRECEDENT
The obligation of the Issuing Bank to execute and deliver this First Amendment, to
authorize the Letter of Credit to remain outstanding subject to the terms and conditions of the
Credit Agreement and to extend the Expiration Date of the Letter of Credit to June 21, 2013 shall
be subject to the following:
(a)The Issuing Bank shall have received a counterpart hereof signed by the
Borrower;
(b)the representations and warranties of the Borrower contained in Section
2.04(c) of the Letter of Credit Agreement, as amended above, shall be true in all material
respects on the Reissuance Date with the same effect as though made on and as of that
date, and no condition, event or act shall have occurred which constitutes a Default under
the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default
under the Credit Agreement;
(c)the Issuing Bank shall have received from counsel for the Borrower an
opinion in form and substance reasonably satisfactory to the Issuing Bank.
(d)the conditions precedent to issuance of the Letter of Credit set forth in
Section 3.01 of the Letter of Credit Agreement shall have been satisfied as of the
Reissuance Date, including, without limitation, that the Issuing Bank shall have been
designated as an "issuing bank" by the Administrative Agent and the Borrower as
provided in the Credit Agreement and Borrower shall have provided a Notice of Issuance
to the Issuance Bank as required under Section 2.17(b) of the Credit Agreement; and
(e)The Issuing Bank shall have received such other documents, instruments,
approvals and, if requested by the Issuing Bank, certified duplicates of executed copies
thereof, and opinions as the Issuing Bank may reasonably request.
4
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Ratification. Except for those provisions specifically amended pursuant
to Article II hereof, all other provisions of the Letter of Credit Agreement shall and do remain in
effect and unchanged. In executing and delivering this First Amendment, the Issuing Bank shall
be entitled to all of the privileges and immunities afforded to the Issuing Bank under the terms
and provisions of the Letter of Credit Agreement.
Section 4.02. Counterparts. This First Amendment may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 4.03. Applicable Law. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York except that the authority of the
Borrower to execute and deliver this Agreement shall be governed by the laws of the State of
Oregon.
Section 4.04. Waiver of Jury. To the fullest extent permitted by law, each of the parties
hereto waives any right it may have to a trial by jury in respect of litigation directly or indirectly
arising out of, under or in connection with this First Amendment Each party further waives any
right to consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
Section 4.05. Severability. If any provision of this First Amendment shall be held or
deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect
any other provision herein contained or render the same invalid, inoperative or unenforceable to
any extent whatever.
Section 4.06. Captions. The captions or headings of this First Amendment are for
convenience or reference only, and in no way define, limit or describe the scope or intent or any
provisions or sections of this First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Letter
of Credit Agreement be executed by their respective officers thereunto duly authorized, all as of
the date first written above.
PACIFICORP, as Borrower
By:________________________
Name: Bruce Williams
Title: Vice President and Treasurer
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Issuing Bank
By:_________________________
Name: Yann Blindert
Title: Director
[First Amendment to Letter of Credit Agreement]
(Lincoln County, Wyoming, Series 1991)
0294 1-0333/LE0AL23955620. 1
6
ATTACHMENT D
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
Dated as of June 22, 2012
by and between
PACIFICORP,
as Borrower
and-
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the "Issuing Bank"
$22,485,000
Converse County, Wyoming
Pollution Control Revenue Refunding Bonds
Series 1992
(PacifiCorp Project)
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENT, dated as of
June 22, 2012 (this "First Amendment"), amends that certain Letter of Credit Agreement dated
September 22, 2010 (the "Letter of Credit Agreement"), between PACIFICORP, an Oregon
corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as the issuer of the hereinafter defined Letter of Credit (the
"Issuing Bank").
WITNES SETH:
WHEREAS, the Issuing Bank issued the Letter of Credit on September 22, 2010,
pursuant to the Letter of Credit Agreement and subject to the terms set forth in that certain Credit
Agreement dated as of October 23, 2007, as amended by that certain First Amendment dated
April 15, 2009, among the Borrower, various banks identified therein, Union Bank of California,
N.A., Administrative Agent, and The Royal Bank of Scotland plc, as Syndication Agent (the
"Initial Credit Agreement");
WHEREAS, the Borrower has requested that the Letter of Credit remain
outstanding and be issued under, and be subject to, the terms of the Credit Agreement (as
hereinafter defined) in lieu of the Initial Credit Agreement and that the Expiration Date of the
Letter of Credit be extended to June 21, 2013; and
WHEREAS, the parties have agreed to amend the Letter of Credit Agreement
accordingly as more fully set forth below; and
NOW THEREFORE, in consideration of the premises and agreements herein set
forth, and for other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Initially capitalized terms and phrases used in this First Amendment and not defined
elsewhere in this First Amendment shall have the meaning ascribed to them in the Letter of
Credit Agreement.
ARTICLE II
AMENDMENTS OF LETTER OF CREDIT AGREEMENT
Subject to the satisfaction of the conditions in Article III, the Letter of Credit Agreement
is hereby amended as follows:
Section 2.01. Amendments to Section 1.01 of the Letter of Credit Agreement.
2
(a)The definition of "Administrative Agent" shall be deleted in its entirety
and the following shall be substituted therefore:
"Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as Administrative Agent under the Credit Agreement, and its successors
and assigns.
(b)The definition of "Credit Agreement" shall be deleted in its entirety and
the following shall be substituted therefore:
"Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of July 6, 2006, as amended by the First Amendment to the
same, dated as of April 15, 2009, and the Second Amendment to the same, dated
as of January 6, 2012, among the Borrower, the banks listed on the signature
pages thereto, the Administrative Agent and The Royal Bank of Scotland plc, as
Syndication Agent, as further amended or supplemented from time to time.
(c)A new definition shall be added to Section 1.01 as follow:
"Reissuance Date" means June 22, 2012
Section 2.02. Amendments to Section 2.01 of the Letter of Credit Agreement.
Section 2.01 of the Letter of Credit Agreement is hereby amended by striking the
first sentence thereof and substituting the following therefore:
"The Issuing Bank issued the Letter of Credit to the Trustee as beneficiary on the
Closing Date on the terms set forth in the Initial Credit Agreement. Subject to the terms
and conditions of this Agreement, the Issuing Bank agrees that the Letter of Credit shall
remain outstanding and, as of the Reissuance Date, shall be issued under, and shall be
subject to the terms and conditions of, the Credit Agreement, as supplemented by this
Agreement."
Section 2.03. Amendment to Section 2.04 of the Letter of Credit Agreement.
Subparagraph (c)(2) of Section 2.04 of the Letter of Credit Agreement is hereby
amended by striking the phrase "and the aggregate amount of the Letter of Credit Liabilities shall
not exceed $200,000,000" in its entirety and substituting therefore the new phrase "and the
aggregate amount of the Letter of Credit Liabilities in respect of Letters of Credit issued by the
Issuing Bank shall not exceed the Issuing Bank's Issuer Sublimit."
Section 2.04. Amendment to Section 2.04 of the Letter of Credit Agreement.
Section 2.05 of the Letter of Credit Agreement is hereby amended by striking the
paragraph in it entirety and the following shall be substituted therefore:
"Extension of the Expiration Date. If, after receiving a Notice of Issuance (as
defined in the Credit Agreement) requesting an extension of the then current Expiration
3
Date set forth in the Letter of Credit in accordance with the Letter of Credit and the
Credit Agreement, the Issuing Bank intends to elect not to extend such Expiration Date,
the Issuing Bank shall provide written notice to the Borrower of such intention on or
before the date that is sixty (60) days prior to such Expiration Date. In addition, if the
Issuing Bank makes such election to not extend the scheduled Expiration Date, the
Issuing Bank shall provide written notice of the Issuing Bank's election to the Trustee on
or before the date that is forty-five (45) days prior to such Expiration Date. The
determination whether to extend the Expiration Date shall be in the independent absolute
discretion of the Issuing Bank."
ARTICLE III
CONDITIONS PRECEDENT
The obligation of the Issuing Bank to execute and deliver this First Amendment, to
authorize the Letter of Credit to remain outstanding subject to the terms and conditions of the
Credit Agreement and to extend the Expiration Date of the Letter of Credit to June 21, 2013 shall
be subject to the following:
(a)The Issuing Bank shall have received a counterpart hereof signed by the
Borrower;
(b)the representations and warranties of the Borrower contained in Section
2.04(c) of the Letter of Credit Agreement, as amended above, shall be true in all material
respects on the Reissuance Date with the same effect as though made on and as of that
date, and no condition, event or act shall have occurred which constitutes a Default under
the Credit Agreement or, with notice or lapse of time, or both, would constitute a Default
under the Credit Agreement;
(c)the Issuing Bank shall have received from counsel for the Borrower an
opinion in form and substance reasonably satisfactory to the Issuing Bank.
(d)the conditions precedent to issuance of the Letter of Credit set forth in
Section 3.01 of the Letter of Credit Agreement shall have been satisfied as of the
Reissuance Date, including, without limitation, that the Issuing Bank shall have been
designated as an "issuing bank" by the Administrative Agent and the Borrower as
provided in the Credit Agreement and Borrower shall have provided a Notice of Issuance
to the Issuance Bank as required under Section 2.17(b) of the Credit Agreement; and
(e)The Issuing Bank shall have received such other documents, instruments,
approvals and, if requested by the Issuing Bank, certified duplicates of executed copies
thereof, and opinions as the Issuing Bank may reasonably request.
4
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Ratification. Except for those provisions specifically amended pursuant
to Article II hereof, all other provisions of the Letter of Credit Agreement shall and do remain in
effect and unchanged. In executing and delivering this First Amendment, the Issuing Bank shall
be entitled to all of the privileges and immunities afforded to the Issuing Bank under the terms
and provisions of the Letter of Credit Agreement.
Section 4.02. Counterparts. This First Amendment may be simultaneously executed in
several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 4.03. Applicable Law. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York except that the authority of the
Borrower to execute and deliver this Agreement shall be governed by the laws of the State of
Oregon.
Section 4.04. Waiver of Jury. To the fullest extent permitted by law, each of the parties
hereto waives any right it may have to a trial by jury in respect of litigation directly or indirectly
arising out of, under or in connection with this First Amendment. Each party further waives any
right to consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
Section 4.05. Severability. If any provision of this First Amendment shall be held or
deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect
any other provision herein contained or render the same invalid, inoperative or unenforceable to
any extent whatever.
Section 4.06. Captions. The captions or headings of this First Amendment are for
convenience or reference only, and in no way define, limit or describe the scope or intent or any
provisions or sections of this First Amendment.
5
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Letter
of Credit Agreement be executed by their respective officers thereunto duly authorized, all as of
the date first written above.
PACIFICORP, as Borrower
By:_________________________
Name: Bruce Williams
Title: Vice President and Treasurer
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Issuing Bank
By
Name: Yann Blindert
Title: Director
[First Amendment to Letter of Credit Agreement]
(Converse County, Wyoming, Series 1992)
0294 1-0333/LEGAL23 955676.1
6