20110307Report of Commercial Paper Agreement.pdf

~ PACIFICORP RECEl"l Paific Poer I PaclfiCorpEnergy
Rocky Mountn Por
825 NE Multah
LCT I 90
Portland, OR 97232
ZOt i MAR - 7 Ar1 9: 39
March 7, 2011
VI OVERNIGHT DELIVERY
Idaho Public Utilities Commission
Statehouse
472 West Washigton Street
Boise, ID 83720
Att: Ms. Jean D. Jewell
Commssion Secreta
Re: Case P AC-E-06-oi
Order No. 29999
Report of Commercial Paper Dealer Agreement for Short-Term Debt
Dear Commissioners:
Pursuat to the referenced Order, PacifiCorp submits to the Commssion one verified copy of:
The Commercial Paper Dealer Agrement between PacifiCorp and RBS Securties Inc.,
dated Febru 21, 2011.
Because PacifiCorp ha not issued any new securty in connection with the referenced transaction,
no Report of Securties Issued in enclosed.
Under penalty of peijur, I declar that I know the contents of the enclosed document, and it is tre,
correct and complete.
Please contact me if you have any questions about the lettr or the enclosed document.
Sincerely,
c;1u)~ ¿ J ve
Tanya S. Sacks
Assistat Treasurer
Enclosure
COMMERCIAL PAPER DEAIi'"EEMENT'i ~... \"l t"" f:,/C;:'" .. ,:'
ton HAR - 7 At; 9= 40
February 21, 2011
RBS Serities Inc.
600 Washington Boulevrd
Stmford, CT 06901
GenUemen:
This letter agreent (the "Agreemet") sets forth our understanding of the basis on which RBS
Securities Inc. ("RBSSI") propose to work wih PaciCop, an Oregon corpion (the "Company"), in
connection with the issuance and sale by the Company of its short-term proissory notes (the "Notes") in
the United States commercal paper market.
WhOe (I) the Company shaJl have no obligation to sel the Notes to, or arrnge sales of Notes
through. RBSSI and (ii) RBSSI shall have no obligation to purcase the Notes from, or arrnge sales of
Notes for, the Company, the Company has reuested RB$SI to act as comercial paper dealer therefor
and RBSSI has indicated its willngness to do so on the terms and conditions contained herein. The Notes
wDi be represented by either indivdual note certificates ("Certifited Note" or a master note ("Master
Note") of the Compay in the foim appended to the Issuance and Paying Agent Ageement which the
Compay has entered into with U.S. Bank Trust Natinal Associatin, the "Issuing Agenf'). Notes
repreented by a master note shall be referr to herein as "Book-Entr Notes."
1. The Notes will be issued by the Company In the orinary course of its business and financial
affairs, will have a maturit at the time of issuance of not more than 270 days (exclusive of days of grace)
and will not contain any provisio for automatic "rollover." The proeeds from the sale of th Note wiH be
used by the Company fo current trnsactions within the meaning of Secion 3(a)(3) of the Securities Ac
of 1933, as amended (the "1933 Ac). The Notes will be paid In the ordinary course of business and
financial affirs of the Company according to orinar business tems. Prior to the initil purchase or
piacment by RBSSI of Notes herunder, RBSSI shail have recived an opinion of the Company's
counsel.
2. The Notes wiH be issued in such face or prinçipal amounts (but not less than $100.000 each),
and will bear such interet rates (if interest-bering), or wiH be sold at such disconts, from their face
amounts, as shall be mutually agred to by the Company and RBSSI at the time of each proposed
purcase or placeent.
3. (a) On the date of a proposed issuance of Note, RBSSI shall confer with the Company as to
the face or principal amouts, maturities and denominations and applicable interest rates or the disunts
from the face amounts, at which th Notes are to be issued.
(b) The authentication, delivery and paymant of the Note shall be efct in accrdance
with the Issuance and Paying Agent Agreement and the Notes shall be represented by book-entry Notes
registered in the name of The Depository Trust Copany rOTC") or its nomine.
(c) RBSSI will mail wrtt conflimations of each purchase or placeent to the Company,
Which confinnations shall set fort face or prncil amounts, maturities and denominations of the Notes
purcased or placed and the applicable interest rates or discounts.
(d) In the event that a customer shall either fail to acct deliver of or make paent for a
Note on the date fixed for settlement, RBSSI shal promptly notify the Company. and if RBSSI has
theretofore paid the Copany for such Note, the Company will promptly return such funds to RBSSI
against it return of the Note to the Company, in the case of a Cerifca Note. and upo notice fr
RBSSI of such failure, in the cae of a Book-Entr Note. If suc failure ocrr for any reson other than
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defult by RBSSI, the Company shall reimburs RBSSI on an equitble basis for RBSSl's los of th use
of such funds for the period such funds were credite to the Company's accnt.
4. The Copay understads that In conecon with the sale of the Note, on or more of the
following relating to the Company an It afliates may be prepared: (1) annua infoation repor. (ii)
Interim infonnation reort, and (iii) oter repo or offng mateial (all of the foegoing being
hereinafter called the "Offring Materlls). To proid a bais fo the prparation of the Ofring Matrils
and to assist RBSSl's normal creit review prre, (a) the Company shal provide RBSSI wi copies
of lis most rect Annual Repor on Form 10-K and eaoh subsequent Ouarterly Report on Form 10-0 and
each report on Form 8-K fied with the Secrities and Exchange COmmission (the "SEC") and (b) it other
publicy available rent reports, including any filings or report proided to their repeive shareholders.
any national serities exchange or any rating agency and any information generly supplied in wrting to
securi analysts. In additon, the Compan will pride RBSSI wit such other informatin as RBSSI may
resoably request for the purpose of the on-golng credit rev of the Company.
5. (a) RBS$I agres to furnis all Ofing Mateials to the Copany for It writt approval prior
to the use. therof in offring the Notes. Any such approal by the Copay shall be deemed to be a
represetatin by it that the Offing Mateial so approved does not contain an unte stteen of a
material fact or omit to stae a material fact neary In order to mae the sttements therin, in light of
the circumstance under which they wee made, not misleading. If, at any time during the tem of this
Agreement, any event ocrs or circstaces ex as a result of whic any then currnt Of
Material wold include an untre stateent or omission, the Company will promptly notif RBSSI and
proide to RBSI revsed infonnatfn that coct such untre staement or omission. The Company
ag that RBSSl's acting as a dealer for the Notes is coitioed upon Its being able to proe suchOffring Materials to purchasers or pontal purchasers as RBSSl deems appropriate.
(b) Th Company has crdit faciUti with various banks (the "Banks") and wUI advie, and
cause the Banks to advise, RBSSI, as frequetly as RBSSI may reasonably reues of the sttus and
usage of such credit facilites.
(c) The copany will not use the proeds of Note purchased and held by RBSSI, as
princial, for the purcase or cang of seuritis. The Company wil give RBSSI three days prior notice
of It intenti to use the proceeds of Note fo the purchase or caryng of secrities.
6. The Compay represets that (I) the issue and sal of the Note is duly authoriz, (ii) upo
Issuance, the Note will be exempt fr the reistrtion reireents Of the 1933 Ac pursant to seion
3(a)(3) there, (iii) upon issuence and payment therefo in acance with this Agnt. the Notewill be the legal, vaid bidig and eneable obligation of the Compay, (Iv) the copany is not an
"invesbnent company" or a copany "contrDed by an invesbnent copany" within the meaning of the
Investment Compay Ac of 1940, as amended, (v) no authorizion, approval, coen, order.
reisation or qualification of, or wit, any court, governmental authority or agency is nesary, beyndthat already obtained In connecio wi the issuance, ofr or sale of the Notes herunde or fo the
consummaton of the trasactons cotemplatd by this Agrement or the Notes, (vi) the Note rank at
least rm J2 with all oter unsubordinate unsecre Indebtedness of the Company and (vii) this
Agrement and the Issuance and Paying Agency Agreement have been dul authored, execu and
delivere by the Company.
7. Each sale of Notes by the Company herunder shal be deemed to be a representaion by it
that:
(i) the represetions, warres and coveants of the Company contained in Sectn 5 and
Sec 6 of this Agreement er tre and core on and as of th date of such sale;
(ii) no event has ocurrd and is continuing, or would reult from such sale, which constitutes orwould constiute an evet of defult or whic wold constitute an event of default but for the
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requIreent that notice be give or time elapse or both, under any of the Cony's
indebtdness fo money borred, obligatins as lesee unde capitl lease or under any
guarantees by the Company of indebtedness fo money bor or capitl leae
obligations; and
(il) there has been no mateial advers change In the financial condition or operations of the
Company since the dat of the mos recent Oferng Mateals which has not ben disclosd
to RBSSI in wrting.
8. The Company will indenif and hold hannles RBSSI, each Individual, coorion,
parterhip, trust. associaon or other entity controllng RBSI and any afliate, dire. off.
employee or agent of RBSSI or of suc contrlling enti against any and all liailti. losse, damages.
claims, co and expese (including without limItatin resonable fee and disbursements of consel)
(i) arising out of or based upon any allegation that any Ofrig Matial or any information proed toRBSSI hereunder Includes an untrue sttement of a mateial fact or omits to state any material fact
necsary to make the sttemen therin, in light of the circmstances under which they were mad, not
misleaing. (ii) arising ou of the brech by the Company of any agrement. conant or represetaion
mae pursuant to this Agreeent, or (iii) ariing out of or based upo the issuance of the Note or the
trnsactions contemplate~by. If any act. suit or prding arising frm any of the foreoing is
broht against any of the Indemnitees. the Company wUl, at it ow exnse. resist and defnd such
acn, suit or procing or cause the same to be reisted and defended by counsel designated by the
Company (which counsel shall be saisfactry to suc Indemnitees) and reardless of whether the
Company Is a part to the same, pay all reonable cots and exses of such defense as incurred
(Including, without limittion, reonable attorneys' fees and expenses). The abo Indemnificati shall
not apply to the extent that the liabilit arises from the inclusion by any lndemnlfed par in any Ofering
Material that has not bee approved or demed approved by the Company pursuant to secti 5 of this
Agreement of an untre statement of a matrial fact or an omission to state any matril fact necsary tomake the sttemen therein, in light of the circumstnce under which they we made, not misleading.
In order to provide fo just and equltabre contrution In circumstnce In which the indemnificaion
proed for in this paragraph Is fo any reson held unenfeable, altough appßcable in accdance
with the tes of this paragraph. the Company, on the one hand, and RBSSI, on the other hand. shail
contrbute to the aggreate costs of any such claim In the proportion of their repecive economic
interets. The repectve economic interests shall be calculated by refeence to the 8Ql'ate proees
to the Company of the Notes sod hereunder and the aggegate commissions and fees earned by RBSSI
hereunder.
9. The Company shall raimburs RBSI fo all of RBl's out-oooet expeses reJated to
this Agreement and the trnsactions conteplated herey (Including but not limite to the printig and
distribution of any Ofng Material and any advering expense) and, if applicable, for the reasonable
fees and out-of-pocet expenses of RBSSl's consel.
10. All notice require or perittd under the ters and provisios herf shll be in wring
(whic shall include electroni transmissio) and shall, unless otherwse provided herein, be efivwhen received at the addres below or at such other addre as shall be specifd In a notice furnished
herender.
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If to the COmpany:
PaciCorp
825 NE Multnomah, SU 1900
Portand, OR 97232
Atention: Bruce N. Willam, VIce President and Treurer
TeL. No.: 50.813.562
Facsimil No.: 503.813.5675
If to RBSSI:
RaS Seriies Inc.
600 Washingt Boulevar
Stamford, CT 06901
Attion: Det Capitl Markets Sydicae
Tel. No.: 203.891.6166 (whic shall not constiute noti)
Facsimile No.: 203.873.4534
11. This Agreement Js to be delived and perfed, an shal be costred and enforc in
accrdance with, and the rihts of the paes shall be goved by, the law of the Stte of New York.
12. The Company agres that any suIt, acton or proeding broght by the Company against
RBSSI in connecion with or ariing ou of this agremnt or th offer and sale of Not shall be brought
solely in the United Stes Federal court locte in the Borogh of Manhattn or the court of the Stte
of New York.
13. thIs Agreent may be terminate, at any time. by the Compay, up notice to suc effect
to RBSSI. or by RBSSJ, upo notice to such efec to the Company. Any such temintion. howve, shall
not af the obligatins of the Company under Secon 8. 9. or 12 here or the rights or responsibiliti
of the parties arising prior to the teation of this Agreeent.
If the fogong is in acrdan with yor undertandIng of this Agrement, please sign and
return to us a counterpart hereo. whereupon this lett agreeent along With an counterp wiIJ become
a binding agrement betwen us in accrdance with its terms.
Very truy yours,
PACIFICORP
ay:'~ to ()~
Vic Preident and Treurer
Acpted and agre to as of the date firs abov wren.
RBS S RITIES INC.
8 :.A-
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