20070316Report of First Mortgage Bond Offering.pdf

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Bruce N. Williams
Vice President and Treasurer
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Pacific Power I PacifiCorp Energy
Rocky Mountain Power
825 NE Multnomah, Suite 1900 LCT
Portland, Oregon 97232
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March 2007
VL4 OVERNIGHT DELIVERY
Idaho Public Utilities Commission
Statehouse
472 West Washington Street
Boise, Idaho 83702
Attn: Ms. Jean D. Jewell
Commission Secretary
Re:Case No. P AC-07-
Order No. 30258
Report of First Mortgage Bond Offering in
Aggregate Principal Amount of $600,000 000
Dear Commissioners:
Pursuant to the referenced Order, PacifiCorp submits to the Commission three copies of each
the following documents relating to PacifiCorp s March 2007 offering of $600 000 000
aggregate principal amount of First Mortgage Bonds, 5.75% Series due 2037 (the "Bonds
Prospectus Supplement dated March 2007
Underwriting Agreement between PacifiCorp and Goldman, Sachs & Co. and BNP
Paribas Securities Corp. dated March 9, 2007
Report of Securities Issued
With regard to the use of the proceeds from the issuance ofthe Bonds, please see "Use
Proceeds on page S-10 of the enclosed Prospectus Supplement.
s:\CORP JIN\Administrative Asst\Lore\Commission Ltrs 0307\ID Commission Letters 03 1507,DOC
Idaho Public Utilities Commission
March 2007
Page 2 of
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 if you have any questions about this letter or the enclosed documents.
Sincerely,
~tJ W~
Bruce N. Williams
Vice President and Treasurer
Enclosures
cc:Terri Carlock (Idaho Commission)
s:\CORP JIN\Administrative Asst\Lore\Commission Ltrs 0307\ID Commission Letters 03 1507,DOC
CASE P C- E-07 -
PLEASE SEE CASE FILE
FOR THE MARCH 9, 2007
PROSPECTUS
SUPPLEMENT
EXECUTION VERSION
$600,000,000
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P ACIFICORP c:~
First Mortgage Bonds
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75% Series Due 2037
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UNDERWRITING AGREEMENT
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March 9, 2007
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
BNP Pari bas Securities Corp.
787 Seventh Avenue
New York, NY 10019
Dear Sirs:
1. Introductory. PacifiCorp, an Oregon corporation (the "Company ), proposes, subject tothe terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. and BNP ParibasSecurities Corp. (the "Underwriters ) U.S. $600 000 000 principal amount of its First Mortgage Bonds75% Series due 2037 (the "Offered Securities ) to be issued under that certain Mortgage Deed andTrust, dated as of January 9, 1989, with The Bank of New York, as successor trustee (the "Trustee ), asheretofore amended and supplemented by the supplemental indentures thereto and as further amended and
supplemented by a supplemental indenture to be dated March 1 , 2007 (collectively, the "Mortgagepursuant to registration statements on Form S-3 (File No. 333-128134 and 333-140661) filed on February, 2007, as amended to date (collectively the "Initial Registration Statement"). The Mortgage hasbeen qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and therules and regulations of the Securities and Exchange Commission (the "Commission ) under the TrustIndenture Act. The United States Securities Act of 1933 , as amended, is herein referred to as theSecurities Act " and the rules and regulations of the Commission thereunder are herein referred to as the
Rules and Regulations.
The Company hereby agrees with the several Underwriters as follows:
2. Representations and Warranties of the Company. The Company represents and warrants, and agrees with, the several Underwriters that:
(a) The Initial Registration Statement in respect of the Offered Securities has been
filed with the Commission; the Initial Registration Statement and any post-effective amendments
thereto prior to the date hereof, each in the form heretofore delivered or to be delivered to the
Underwriters and, excluding exhibits to the Initial Registration Statement but including alldocuments incorporated by reference in the prospectus contained in such Initial RegistrationStatement, including any prospectus supplement relating to the Offered Securities that is filedwith the Commission and deemed by virtue of Rule 430B under the Securities Act to be part of
the Initial Registration Statement, has been declared effective by the Commission in such form;
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EXECUTION VERSION
other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b)Registration Statement", together with the Initial Registration Statement, the "RegistrationStatement"), filed pursuant to Rule 462(b) under the Securities Act, which, if so filed, becameeffective upon filing, and no other document with respect to the Inirial Registration Statement or
any document incorporated by reference therein has heretofore been filed or transmitted for filing
with the Commission with respect to the offering contemplated by the Inirial RegistrationStatement (other than documents filed after the filing date of the Initial Registration Statementunder the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and prospectusesfiled pursuant to Rule 424(b) of the Rules and Regulations, each in the form heretofore deliveredto the Underwriters); and no stop order suspending the effectiveness of the Initial RegistrationStatement, any post-effective amendment thereto or the Rule 462(b) Registration Statement
, ifany, has been issued and no proceeding for that purpose has been initiated or threatened by theCommission.
(b) A preliminary prospectus and a final prospectus relating to the Offered Securities
to be offered by the Underwriters have been prepared by the Company. Such preliminaryprospectus (including the documents incorporated by reference therein) is hereinafter referred to
, the "Preliminary Prospectus ; such form of final prospectus relating to the OfferedSecurities filed with the Commission pursuant to Rule 424(b) under the Securities Act (including
the documents incorporated by reference therein) is hereinafter referred to as the "ProspectusThe Preliminary Prospectus, as amended or supplemented as of the Applicable Time (as defined
below), when considered together with the final term sheet filed pursuant to Section 5(a) hereof
(the "Disclosure Package ) as of the Applicable Time did not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein
in the light of the circumstances under which they were made, not misleading. The Prospectus, asof its date and as of the Closing Date (as defined below), did not and will not include any untrue
statement of a material fact or omit to state any material fact necessary in order to make thestatements therein, in the light ofthe circumstances under which they were made, not misleading;and each Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act) listed
on Schedule B(ii) hereto does not conflict with the information contained in the RegistrationStatement, the Preliminary Prospectus or the Prospectus and each such Issuer Free WritingProspectus, as supplemented by and taken together with the Disclosure Package as of the
Applicable Time, did not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; provided the preceding two sentences do not apply
to statements in or omissions from the Preliminary Prospectus, the Disclosure Package, theProspectus or any Issuer Free Writing Prospectus based upon written information furnished to the
Company by the Underwriters specifically for use therein, it being understood and agreed that theonly such information is that described as such in Section 7(b) hereof. For purposes of thisAgreement, the "Applicable Time" is 1 :03 p., New York City Time, on the date of thisAgreement.
At the earliest time after the filing of the Initial Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the
Offered Securities, the Company was not an "ineligible issuer" as defined in Rule 405 under theSecurities Act.
(c) The Registration Statement and the Prospectus conform, and any furtheramendments or supplements to the Registration Statement or the Prospectus when made will
conform, in all material respects to the requirements of the Securities Act and the Rules and
Regulations and the Registration Statement conforms, and any further amendments or
NY\1254145.
EXECUTION VERSION
supplements to the Registration Statement when made will conform, in all materiaJ respects to the
requirements of the Trust Indenture Act, and the rules and regulations of the Commissionthereunder. The Registration Statement as of the applicable Effective Date and any amendments
thereto as of the Closing Date does not and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Prospectus as of its date as amended or supplemented as of theClosing Date does not and will not contain an untrue statement of a materiaJ fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the lightof the circumstances under which they were made, not misleading.
(d) The Company has been duly incorporated and is validly existing as a corporation
under the laws of the State of Oregon with corporate power and corporate authority (i) to own its
properties and conduct its business as described in the Disclosure Package and the Prospectus and
(ii) to execute and deliver, and perform its obligations under, this Agreement, the Mortgage andthe Offered Securities; and the Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which it owns or leases substantialproperties or in which, the conduct of its business requires such qualification, except where thefailure to so qualify would not have a material adverse effect on the financial condition, businessor results of operations of the Company and its subsidiaries taken as a whole (a "MaterialAdverse Effect"
(e) The Mortgage has been duly authorized, executed and delivered by theCompany, and constitutes a valid and legally binding instrument of the Company enforceableagainst the Company in accordance with its terms, except as limited by bankruptcy, insolvency,fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors
rights generally and general equitable principles (whether considered in a proceeding in equity or
at law); and the Mortgage conforms to the description thereof in the Disclosure Package and the
Prospectus.
(f) The Offered Securities have been duly authorized by the Company and, whenauthenticated and delivered in accordance with the Mortgage and paid for by the purchasersthereof, will constitute valid and legally binding obligations of the Company enforceable against
the Company in accordance with their terms, except as limited by bankruptcy, insolvency,fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors
rights generally and general equitable principles (whether considered in a proceeding in equity or
at law), and will be entitled to the benefit of the security afforded by the Mortgage; and theOffered Securities conform to the description thereof in the Disclosure Package and theProspectus.
(g)
No consent, approval, authorization or order of, or filing or registration by theCompany with, any court, governmental agency or third party is required for the consummation
of the transactions contemplated by this Agreement and the Mortgage in connection with theissuance and sale of the Offered Securities by the Company and the use of the proceeds of theoffering of the Offered Securities as described in the Disclosure Package and the Prospectus
except such as have been obtained or made.
(h) This Agreement has been duly authorized, executed and delivered by theCompany and is a valid and legally binding agreement of the Company enforceable against the
Company in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulentconveyance, reorganization and other similar laws relating to or affecting creditors' rightsgenerally and general equitable principles (whether considered in a proceeding in equity or at
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EXECUTION VERSION
law) and subject to any principles of public policy limiting the right to enforce the
indemnification and contribution provisions contained herein.
(i) Except as disclosed in the Disclosure Package and the Prospectus, the Companyhas good and sufficient title to all the properties described as owned or leased by it (theProperties), subject to minor defects and irregularities customarily found in properties of like
size and character that do not materially impair the use of the property affected thereby in theoperation of the business of the Company.
(j)
The Company is not in violation of (i) the Articles of Incorporation (the
Articles ) or its Bylaws, as amended, or in default in the performance or observance of any
material obligation, covenant or condition contained in any contract, agreement or other
instrument to which it is a party or by which it may be bound or (ii) any order, rule or regulation
applicable to the Company of any court or any federal or state regulatory body or administrative
agency or other governmental body, the effect of which, in the case of (ii), would result in a
Material Adverse Effect, and neither the execution and delivery of this Agreement, the Mortgage
or the Offered Securities, the consummation of the transactions herein or therein contemplated
the fulfillment ofthe terms hereof or thereof nor compliance with the terms and provisions hereof
or thereof will conflict with, or result in a breach of, or constitute a default under (x) the Articles
or such Bylaws, or any material contract, agreement or other instrument to which it is now a party
or by which it may be bound or (y) any order, rule or regulation applicable to the Company of any
court or any federal or state regulatory body or administrative agency or other governmental body
having jurisdiction over the Company or over its properties, the effect of which, singly or in the
aggregate, would have a Material Adverse Effect.
(k) Except as disclosed in the Disclosure Package and the Prospectus, there are no
legal or governmental proceedings pending or to the Company s knowledge threatened against
the Company or its subsidiaries which are not adequately disclosed in the Disclosure Package and
the Prospectus that, if determined adversely to the Company or any subsidiary would be
reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a material
adverse effect on the ability of the Company to perform its obligations under this Agreement or
the Mortgage.
(I) The consolidated financial statements included or incorporated by reference in
the Disclosure Package and the Prospectus present fairly the financial condition and operations of
the Company and its consolidated subsidiaries at the respective dates or for the respective periods
to which they apply; such financial statements have been prepared in each case in accordancewith generally accepted accounting principles consistently applied throughout the periods
involved except as otherwise indicated in the Disclosure Package and the Prospectus; and
PricewaterhouseCoopers LLP, who examined certain audited financial statements of the
Company, was, as of May 26, 2006 and during the period covered by the financial statements on
which they reported, an independent registered public accounting firm as required by the
Securities Act and the Rules and Regulations thereunder; and Deloitte & Touche LLP, who has
examined certain audited financial statements of the Company, is an independent registered
public accounting firm as required by the Act and the Regulations thereunder.
(m) Except as reflected in, or contemplated by, the Disclosure Package and theProspectus, since the respective most recent . dates as of which information is given in the
Disclosure Package and the Prospectus, there has not been any change in the capital stock or
long-term debt of the Company (other than changes arising from transactions in the ordinary
course of business), or any material adverse change in the business, affairs, business prospects
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EXECUTION VERSION
property or financial condition of the Company and its subsidiaries taken as a whole, whether or
not arising in the ordinary course of business, and since such dates there has not been anymaterial transaction entered into by the Company other than transactions contemplated by theDisclosure Package and the Prospectus, and transactions in the ordinary course of business; and
the Company has no material contingent obligation that is not disclosed in the Disclosure Packageand the Prospectus.
(n) The Company (i) makes and keeps books, records, and accounts, which, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company and its consolidated subsidiaries and (ii) maintains a system of internal accountingcontrols sufficient to provide reasonable assurances that (1) transactions are executed inaccordance with management's general or specific authorization; (2) transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally acceptedaccounting principles or any other criteria applicable to such statements and to maintainaccountability for assets; (3) access to assets is permitted only in accordance with management'
general or specific authorization; and (4) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with respect to any
differences.
(0) There is and has been no failure on the part of the Company or, to the knowledge
of the Company, any of the Company s directors or executive officers in their respectivecapacities as such, to comply in all material respects with the provisions of the Sarbanes-OxleyAct of 2002 and the rules and regulations promulgated in connection therewith.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of the representationswarranties and agreements herein contained, but subject to the terms and conditions herein set forth, theCompany agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase ITom the Company, at a purchase price of 99.996%% of the principal amount thereof plusaccrued interest from March 14 2007 to the Closing Date (as hereinafter defined), the respective principal
amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A
hereto,
The Company will deliver against payment of the purchase price the Offered Securities to bepurchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of
one or more global securities in registered form without interest coupons (the "Global Securitiesdeposited with the Trustee as custodian for the Depositary Trust Company ("DTC") and registered in thename of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and
the Prospectus.
Payment for the Offered Securities shall be made by the Underwriters in Federal (same day)funds by wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of theCompany, at the office of Latham & Watkins LLP, 885 Third Avenue, New York, New York, 10022, at10:00 A., (New York time), on March 14 2007, or at such other time not later than seven full business
days thereafter as the Underwriters and the Company determine, such time being herein referred to as theClosing Date , against delivery to the Trustee as custodian for DTC of the Global Securities. TheGlobal Securities will be made available for checking at the above office of Latham & Watkins LLP at
least 24 hours prior to the Closing Date.
Representations by Underwriters; Resale by Underwriters.
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EXECUTION VERSION
(a) Each of the Underwriters severally represents and agrees that (i) it has only
communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in
connection with the issue or sale of any Offered Securities in circumstances in which section
21 (1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in relation to the
Offered Securities in, from or otherwise involving the United Kingdom.
(b) In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State ), each Underwriter
represents and agrees that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant Implementation Date
it has not made and will not make an offer of the Offered Securities to the public in that Relevant
Member State prior to the publication of a prospectus in relation to the bonds which has been
approved by the competent authority in that Relevant Member State or, where appropriate
approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with
effect from and including the Relevant Implementation Date, make an offer of the bonds to the
public in that Relevant Member State at any time: (i) to legal entities which are authorized or
regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate
purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an
average of at least 250 employees during the last financial year, (2) a total balance sheet of more
than €43 000 000, and (3) an annual net turnover of more than €50 000 OOO, as shown in its last
annual or consolidated accounts; or (iii) in any other circumstances which do not require the
publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of bonds to the public" in relation to
any bonds in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the bonds to be offered so as to
enable an investor to decide to purchase or subscribe the bonds, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State and
the expression Prospectus Directive means Directive 2003/7l1EC and includes any relevant
implementing measure in each Relevant Member State.
(c) (i) In Hong Kong, it has not offered or sold the Offered Securities by means of any
document other than (i) in circumstances which do not constitute an offer to the public within the
meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap. 571 , Laws of Hong
Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the
document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws
of Hong Kong), and no advertisement, invitation or document relating to the Offered Securities
may be issued or may be in the possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to
be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of
Hong Kong) other than with respect to Offered Securities which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571 , Laws of Hong Kong) and any rules
made thereunder.
(ii) It will not circulate or distribute the Prospectus or any other document or material
in connection with the offer or sale, or invitation for subscription or purchase, of the Offered
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EXECUTION VERSION
Securities, nor will it offer or sell, or be made the subject of an invitation for subscription orpurchase, the Offered Securities, whether directly or indirectly, to persons in Singapore other than
(i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the "FSA"), (ii) to a relevant person, or any person pursuant to Section 275(1 A), and
in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SF
(d) It will not offer or sell any Offered Securities, directly or indirectly, in Japan or, or for the benfit of, any resident of Japan (which term as used herein means any person
resident in Japan, including any corporation or other entity organized under the laws of Japan), or
to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except
pursuant to an exemption from the registration requirements of, and otherwise in compliancewith, the Securities and Exchange Law and any other applicable laws, regulations and ministerial
guidelines of Japan; and;
Certain Agreements afthe Company. The Company agrees with the several Underwriters
that:
(a) It will prepare the Prospectus in a form approved by you and to file suchProspectus pursuant to Rule 424(b) under the Securities Act not later than the Commission s closeof business on the second business day following the date of this Agreement; to make no further
amendment or any supplement to the Registration Statement, or the Prospectus prior to the
Closing Date that shall be reasonably disapproved by you promptly after reasonable notice
thereof; to advise you, promptly after it receives notice thereof, ofthe time when any amendment
to the Registration Statement has been filed or becomes effective or any amendment orsupplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a
final term sheet, containing solely a description of the Offered Securities, in a form approved by
you and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the timerequired by such Rule; to file promptly all other material required to be filed by the Company
with the Commission pursuant to Rule 433(d) under the Securities Act; to file promptly allreports and any definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13 (a), 13 (c), 14 or 15(d) of the Exchange Act
subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the
offering or sale of the Offered Securities; to advise you, promptly after it receives notice thereof
of the issuance by the Commission of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or other prospectus in respect of the Offered Securities, of thesuspension of the qualification of the Offered Securities for offering or sale in any jurisdiction, ofthe initiation or threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or the Prospectus
or for additional information; and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending
any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and
in the event of any such issuance of a notice of objection, promptly to take such steps including,
without limitation, amending the Registration Statement or filing a new registration statement, atits own expense, as may be necessary to permit offers and sales of the Offered Securities by the
Underwriters (references herein to the Registration Statement shall include any such amendment
or new registration statement).
(b) Prior to 10:00 a., New York City time, on the New York Business Day next
succeeding the date of this Agreement and from time to time, to furnish the Underwriters with
NY\1254145.
EXECUTION VERSION
written and electronic copies of the Prospectus in New York City in such quantities as you may
reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to inRule 173(a) under the Securities Act) is required at any time prior to the expiration of nine
months after the time of issue of the Prospectus in connection with the offering or sale of the
Offered Securities and if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light ofthe circumstances under which they were made when such Prospectus (or in lieu thereof, thenotice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if forany other reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture
Act, to notify you and upon your request to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many written and electronic copies
as you may from time to time reasonably request of an amended Prospectus or a supplement to
the Prospectus that will correct such statement or omission or effect such compliance; and in case
any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Securities Act) in connection with sales of any of the Offered Securities at
any time nine months or more after the time of issue of the Prospectus, upon your request but at
the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and
electronic copies as you may request of an amended or supplemented Prospectus complying with
Section 10(a)(3) ofthe Securities Act.
(c) To make generally available to its securityholders as soon as practicable, but inany event not later than 16 months after the effective date of the Registration Statement (as
defined in Rule 158( c) under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 1 1 (a) of the Securities Act and the Rules and
Regulations thereunder (including, at the option of the Company, Rule 158);
(d) The Company will arrange for the qualification of the Offered Securities for sale
and the determination oftheir eligibility for investment under the laws of such jurisdictions in the
United States and Canada as the Underwriters designate and will continue such qualifications in
effect so long as required for the resale of the Offered Securities by the Underwriters, provided
that the Company will not be required to qualify as a foreign corporation, to file a general consent
to service of process in any such jurisdiction or to take any other action that would subject the
Company to service of process in any suits (other than those arising out of the offering of the
Offered Securities) or to taxation in respect of doing business in any jurisdiction in which it is not
otherwise subject.
( e) The Company will pay all expenses incident to the performance of its obligations
under this Agreement and the Mortgage, for any filing fees and other expenses (including fees
and disbursements of counsel) incurred in connection with qualification of the Offered Securities
for sale and determination of their eligibility for investment under the laws of such jurisdictions
as the Underwriters designate and the printing of memoranda relating thereto, for the fees and
expenses of the Trustee and its professional advisors, for all expenses in connection with the
execution, issue, authentication, packaging and initial delivery of the Offered Securities, the
preparation and printing of this Agreement, the Offered Securities, the Disclosure Package and
the Prospectus, any Issuer Free Writing Prospectus, and amendments and supplements thereto
and any other document relating to the issuance, offer, sale and delivery of the Offered Securities
for the cost of any advertising approved by the Company in connection with the issue of the
Offered Securities, for any fees charged by investment rating agencies for the rating of the
NY\ 1254145.4
EXECUfION VERSION
Offered Securities, for any travel expenses of the Company s officers and employees, and any
other expenses of the Company in connection with attending or hosting meetings with
prospective purchasers of the Offered Securities and for expenses incurred in distributing the
Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus (including any
amendments and supplements thereto) to the Underwriters. Except as otherwise provided in this
Section 5(e) or in Section 9 of this Agreement, the Underwriters will pay all of their costs and
expenses, including fees and expenses of their counsel, transfer taxes on the resale of the Offered
Securities and any advertising and travel expenses incurred by them.
(f) In connection with the offering, until the earlier of (i) 180 days following theClosing Date and (ii) the date the Underwriters shall have notified the Company of the
completion of the resale of the Offered Securities, neither the Company nor any of its affiliates
has or will, either alone or with one or more other persons, bid for or purchase for any account in
which it or any of its affiliates has a beneficial interest any Offered Securities or attempt to induce
any person to purchase any Offered Securities; and neither it nor any of its affiliates will make
bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising
the price of, the Offered Securities.
(g)
From the date hereof through and including the Closing Date, the Company will
not, without the prior written consent of the Underwriters, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a registration statement
under the Securities Act relating to, any United States dollar-denominated debt securities issued
or guaranteed by the Company and having a maturity of more than one year from the date of
issue.
(h) If the Company elects to rely upon Rule 462(b), the Company shall file a
Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by
10:00 P., Washington, D.C. time, on the date of this Agreement, and the Company shall at the
time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration
Statement or give irrevocable instructions for the payment of such fee pursuant to Rule lI1(b)
under the Act.
6. Conditions of the Obligations of the Underwriters. The obligations of the several
Underwriters to purchase and pay for the Offered Securities will be subject to the accuracy of therepresentations and warranties on the part of the Company herein, to the accuracy of the statements of
officers of the Company made pursuant to the provisions hereof, to the performance by the Company of
its obligations hereunder and to the following additional conditions precedent:
(a) The Prospectus as amended or supplemented in relation to the applicable Offered
Securities shall have been filed with the Commission pursuant to Rule 424(b) within the
applicable time period prescribed for such filing (without reliance on Rule 424(b)(8) by the Rules
and Regulations and in accordance with Section 5(a) hereof; if the Company has elected to rely
upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by
10:00 P., Washington, D.C. time, on the date hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or to the knowledge of the Company
threatened by the Commission; and all requests for additional information on the part of the
Commission shall have been complied with.
(b) (i) On the date hereof, PricewaterhouseCoopers LLP shall have furnished to the
Underwriters a letter, dated as of the date hereof, in form and substance satisfactory to the
Underwriters, confirming that as of May 26, 2006 and during the period covered by the financial
NY\125414S.4
EXECUTION VERSION
statements on which it reported, it was an independent registered public accounting firm with
respect to the Company and its subsidiaries within the meaning of the Securities Act, theExchange Act and the applicable published Rules and Regulations and stating that as of the
Applicable Time (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the Preliminary Prospectus
as of a particular time not more than five business days prior to the Applicable Time) conclusions
and findings of such firm, to the effect that:
(A) in their opinion the financial statements examined by them and
incorporated by reference in the Preliminary Prospectus comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act, the Exchange Act and the related published Rules and Regulations; and
(B) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information contained in
the Preliminary Prospectus (in each case to the extent that such dollar amounts
percentages and other financial information are derived from the generalaccounting records of the Company and its subsidiaries subject to the internal
controls of the Company s accounting system or are derived directly from such
records by analysis or computation) with the results obtained from inquiries, a
reading of such general accounting records and other procedures specified in
such letter and have found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as otherwise specified in
such letter.
(ii) The Underwriters shall have received a letter, dated the Closing Date, ofPricewaterhouseCoopers LLP which meets the requirements of subsection (b)(i) of this Section
except that (A) the specified date referred tb in such subsection will be a date not more than three
days prior to the Closing Date for the purposes of this subsection, and (B) references to the
Preliminary Prospectus will be replaced with references to the Prospectus.(c) (i) On the date hereof, Deloitte & Touche LLP shall have furnished to the
Underwriters a letter, dated as of the date hereof, in form and substance satisfactory to the
Underwriters, confirming that they are an independent registered public accounting firm with
respect to the Company and its subsidiaries within the meaning of the Securities Act, theExchange Act and the applicable published Rules and Regulations and stating that as of the
Applicable Time (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the Preliminary Prospectus
as of a particular time not more than five business days prior to the Applicable Time) conclusions
and findings of such firm, to the effect that:
(A) in their opinion the financial statements examined by them and
incorporated by reference in the Preliminary Prospectus comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act, the Exchange Act and the related published Rules and Regulations;
(B) on the basis of a reading of the latest available interim financial
statements of the Company, inquiries of officials of the Company who have
responsibility for financial and accounting matters and other specified
procedures, nothing came to their attention that caused them to believe that:
(1) at the date of the latest available balance sheet read by such
accountants, or at a subsequent specified date not more than one business
day prior to the date of this Agreement, there was any change in the
NY\ 1254145.4
EXECUTION VERSION
capital stock or any increase in short-term indebtedness or long-term debt
of the Company and its consolidated subsidiaries or, at the date of the
latest available balance sheet read by such accountants, there was any
decrease in total shareholders' equity or total consolidated net current
assets, as compared with amounts shown on the latest balance sheet
incorporated by reference in the Preliminary Prospectus; or
(2) for the period from the closing date of the latest statement of
income incorporated by reference in the Preliminary Prospectus to the
closing date of the latest statement of income read by such accountants
there were any decreases, as compared with the corresponding period of
the previous year, in consolidated revenue or net income (excluding
decreases due to derivatives accounted for under Statement of Financial
Accounting Standards No. 133); and
(B) they have compared specified dollar amounts (or percentages
derived from such dollar amounts) and other financial information contained in
the Preliminary Prospectus (in each case to the extent that such dollar amounts
percentages and other financial information are derived from the general
accounting records of the Company and its subsidiaries subject to the internal
controls of the Company s accounting system or are derived directly from such
records by analysis or computation) with the results obtained from inquiries, a
reading of such general accounting records and other procedures specified in
such letter and have found such dollar amounts, percentages and other financial
information to be in agreement with such results, except as otherwise specified in
such letter.
(ii) The Underwriters shall have received a letter, dated the Closing Date, of
Deloitte & Touche LLP which meets the requirements of subsection (c)(i) of this Section, exceptthat (A) the specified date referred to in such subsection will be a date not more than one day
prior to the Closing Date for the purposes ofthis subsection, and (B) references to the Preliminary
Prospectus will be replaced with references to the Prospectus.
(d) Subsequent to the Applicable Time, there shall not have been (i) any change, or
any development or event involving a prospective change, in the financial condition, business
properties or results of operations of the Company and its subsidiaries taken as a whole, which, in
the judgment of the Underwriters, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the offering or the sale of and payment for the Offered Securities;
(ii) any downgrading in the rating of any debt securities or preferred stock of the Company by
any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g)
under the Securities Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities or preferred stock of the Company (other
than an announcement with positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating); (iii) any material suspension or material limitation of
trading in securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange; (iv) any suspension of trading of any securities of the
Company on any exchange or in the over-the-counter market; (v) any banking moratorium
declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of
securities or clearance services in the United States; or (vii) any attack on, or outbreak or
escalation of hostilities or act of terrorism involving, the United States, any declaration of war by
Congress or any other substantial national or international calamity or emergency if, in the
judgment of the Underwriters, the effect of any such attack, outbreak, escalation, act, declaration
NY\1254145.
EXECUTION VERSION
calamity or emergency makes it impractical or inadvisable to proceed with completion of the
offering or sale of and payment for the Offered Securities.(e) The Underwriters shall have received an opinion, dated the Closing Date, of
Mark C. Moench, General Counsel of the Company, substantially in the fonD of Exhibit A hereto.
(f) The Underwriters shall have received an opinion, dated the Closing Date, of
Perkins Coie LLP, special counsel to the Company, in substantially the fonD of Exhibit B hereto.
(g)
The Underwriters shall have received from Latham & Watkins LLP, counsel for
the Underwriters, such opinion or opinions, dated the Closing Date, in fonD and substance
satisfactory to the Underwriters, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters. In
rendering such opinion, Latham & Watkins LLP may rely as to the incorporation of the Company
and all other matters governed by Oregon law upon the opinion of Mark C. Moench referred to
above.
(h) The Underwriters shall have received a certificate, dated the Closing Date, of the
President or any Vice President and a principal financial or accounting officer of the Company in
which such officers, to the best of their knowledge after reasonable investigation, shall state that:
(i) the representations and warranties of the Company in this Agreement are true and correct, ortrue and correct in all material respects where such representations and warranties are not
qualified by materiality or Material Adverse Effect; (ii) that the Company has complied with all
agreements and satisfied all conditions on its part to be perfonned or satisfied hereunder at or
prior to the Closing Date; and (iii) that, subsequent to the date of the most recent financial
statements in, or incorporated by reference in, the Preliminary Prospectus, there has been no
material adverse change, nor any development or event involving a prospective material adverse
charige, in the financial condition, business or results of operations of the Company and its
subsidiaries taken as a whole except as set forth in the Disclosure Package and the Prospectus or
as described in such certificate.
The Company will (i) furnish the Underwriters with such confonned copies of such opinions,
certificates, letters and documents as the Underwriters reasonably request. The Underwriters may waive
compliance with any conditions to their obligations hereunder.
A. The Company (i) represents and agrees that, other than the final term sheet prepared and
filed pursuant to Section 5(a) hereof, without the prior consent of the Underwriters, it has not made and
will not make any offer relating to the Offered Securities that would constitute a "free writing prospectus
as defined in Rule 405 under the Act and (ii) has complied and will comply with the requirements of Rule
433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the
Commission or retention where required and legending.
B. each Underwriter represents and agrees that, without the prior consent of the Company
and the Underwriters, other than one or more tenn sheets relating to the Offered Securities containing
customary infonnation, it has not made and will not make any offer relating to the Offered Securities that
would constitute a free writing prospectus; and
C. any such free writing prospectus the use of which has been consented to by the Company
and the Underwriters (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is
listed on Schedule B hereto;
7. Indemnification and Contribution. (a) The Company will indemnify and hold hanDless
each Underwriter, its partners, members, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages
NY\1254145.
EXECUTION VERSION
or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act orthe Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, theProspectus or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration
Statement, the Prospectus or any Issuer Free Writing Prospectus, or any "issuer information" filed orrequired to be filed pursuant to Rule 433(d) under the Act, arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary in order to make the statements therein made, inlight of the circumstances under which they were made (in the case of the Registration Statement
necessary in order to make the statements therein not misleading), not misleading, including any losses
claims, damages or liabilities arising out of or based upon the Company s failure to perform itsobligations under Section 5(a) of this Agreement, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred; provided, however thatthe Company will not be liable in any such case to the extent that any such loss, claim, damage or liabilityarises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with written information
furnished to the Company by any Underwriters specifically for use therein, it being understood and
agreed that the only such information consists of the information described as such in subsection (b)
below; provided, further that the foregoing indemnity with respect to any Preliminary Prospectus shallnot inure to the benefit of any Underwriter from whom the person asserting any such losses, claimsdamages or liabilities (or actions in respect thereof), in connection with clauses (i) through (iii) below
purchased Offered Securities, or any person controlling such Underwriter, where it shall have beendetermined by a court of competent jurisdiction by final and non-appealable judgment that (i) prior to the
Applicable Time the Company has notified such Underwriter that the Preliminary Prospectus, dated
March 9, 2007, contains an untrue statement of material fact or omits to state therein a material factnecessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading, (ii) such untrue statement or omission of a material fact was corrected in an
amended or supplemented Preliminary Prospectus and such corrected Preliminary Prospectus wasprovided to such Underwriter sufficiently in advance of the Applicable Time so that such correctedPreliminary Prospectus could have been conveyed to such person prior to the Applicable Time and (iii)
such corrected Preliminary Prospectus was not conveyed to such person at or prior to the Applicable Time
to such person.
(b) Each Underwriter will severally and not jointly indemnify and hold harmless the
Company, its directors and officers and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the
Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as suchlosses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in the Registration Statement,
the Preliminary Prospectus, the Disclosure Package, the Prospectus or any Issuer Free Writing
Prospectus, or any amendment or supplement to the Registration Statement, the Prospectus or any IssuerFree Writing Prospectus or arise out of or are based upon the omission or the alleged omission to state
therein a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made (in the case of the Registration Statement, necessary in order to make the
statements therein not misleading), not misleading, in each case to the extent, but only to the extent, thatsuch untrue statement or alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such Underwriterspecifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such loss, claim, damage, liability or actionas such expenses are incurred, it being understood and agreed that the only such information furnished by
NY\ 1254145.4
EXECUTION VERSION
any Underwriter consists of the following information in the Preliminary Prospectus and Prospectus
furnished on behalf of each Underwriter: under the caption "Underwriting , paragraphs J, 4 (second
sentence only) 5 and 6; provided, however that the Underwriters shall not be liable for any losses, claimsdamages or liabilities arising out of or based upon the Company s failure to perform its obligations under
Section 5(a) ofthis Agreement.
(c) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party under subsection (a) or (b) above except to the extent
that it has been materially prejudiced (through forfeiture or impairment of procedural or substantive rights
or defenses) by such failure; and provided further that the failure to notify the indemnifying party shallnot relieve it from any liability that it may have to an indemnified party otherwise than under subsection
(a) or (b) above. In case any such action is brought against any indemnified party and it notifies theindemnifying party of the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, toassume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not
except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice
from the indemnifYing party to such indemnified party of its election so to assume the defense thereof, theindemnifying party will not be liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation; provided, however that the indemnified party shall have the right
to employ counsel to represent the indemnified party and their respective controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may be sought by the
indemnified party against the indemnifying party under this Section 7 if the employment of such counsel
shall have been authorized in writing by the indemnifying party in connection with the defense of such
action, if in the written opinion of counsel to either the indemnifying party or the indemnified party,representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts
of interest between them or the indemnifying party shall have failed to employ counsel within a
reasonable period of time, and in that event the fees and expenses of one firm of separate counsel (in
addition to the fees and expenses of one local counsel in each applicable jurisdiction) shall be paid by the
indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld), effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party unless such settlement (i) includes anunconditional release of such indemnified party from all liability on any claims that are the subject matter
of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act
by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section is unavailable or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of the losses, claims
damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the Underwriters on the other
from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefitsreferred to in clause (i) above but also the relative fault of the Company on the one hand and the
Underwriters on the other in connection with the statements or omissions which resulted in such losses
claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the
NY\ 1254145.4
EXECUTION VERSION
same proportion as the total net proceeds from the offering (before deducting expenses) received by the
Company bear to the total discounts and commissions received by the Underwriters from the Company
under this Agreement. The relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the Underwriters and the parties' relativeintent, knowledge, access to information and opportunity tb correct or prevent such untrue statement or
omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilitiesreferred to in the first sentence of this subsection (d) shall be deemed to include any legal or otherexpenses reasonably incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by
which the total price at which the Offered Securities purchased by it were resold exceeds the amount of
any damages which such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section ll(f) of the Act) shall be entitled to contribution fromany person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations inthis subsection (d) to contribute are several in proportion to their respective purchase obligations and not
joint.
(e) The obligations of the Company under this Section shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same terms and conditions
to each person, if any, who controls any Underwriter within the meaning of the Securities Act or theExchange Act; and the obligations of the Underwriters under this Section shall be in addition to any
liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the Company within the meaning of the Securities Act or
the Exchange Act.
8. Default of Underwriters. If any Underwriter or Underwriters defaults in its or their
obligations to purchase Offered Securities hereunder and the aggregate principal amount of OfferedSecurities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed
10% of the total principal amount of Offered Securities, the non-defaulting Underwriters may make
arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons
including themselves, but if no such arrangements are made by the Closing Date, the non-defaultingUnderwriters shall be obligated severally, in proportion to their respective commitments hereunder, to
purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so defaults and the aggregate principal amount of Offered
Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount
of Offered Securities and arrangements satisfactory to the non-defaulting Underwriters and the Company
for the purchase of such Offered Securities by other persons are not made within 36 hours after suchdefault, this Agreement will terminate without liability on the part of the non-defaulting Underwriters orthe Company, except as provided in Section 9. As used in this Agreement, the term "Underwriter
includes any person substituted for a Underwriter under this Section. Nothing herein, including the
Company s obligations pursuant to Section 9 hereof, wiH relieve a defaulting Underwriter from liability
for its default.
9. Survival of Certain Representations and Obligations. The respective indemnities
agreements, representations, warranties and other statements of the Company or its officers and of the
several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect
regardless of any investigation, or statement as to the results thereof, made by or on behalf of anyUnderwriter, the Company or any of their respective representatives, officers or directors or any
controlling person, and wiH survive delivery of and payment for the Offered Securities. If this Agreement
NY\1254145.4
EXECUTION VERSION
is tenninated pursuant to Section8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated other than such default by an Underwriter, the Company shall remainresponsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Underwriters pursuant to Section 7 shall remain in effect. If the
purchase of the Offered Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event
specified in clause (Hi), (v), (vi) or (vii) of Section 6(c), the Company will reimburse the Underwriters for
all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Offered Securities, provided that the Company shall not be obligated
under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and
disbursements of counsel) in excess of $200 000.
10. No Fiduciary Duty. The Company acknowledges and agrees that in connection with
this offering or any other services the Underwriters may be deemed to be providing hereunder
notwithstanding any preexisting relationship" advisory or otherwise, between the parties or any oral
representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or
agency relationship between the Company and any other person, on the one hand, and the Underwriters
on the other, exists in connection with the offering of the Bonds; (ii) the Underwriters are not acting as
advisors, expert or otherwise, to the Company in connection with the offering of the Bonds and such
relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and
solely commercial, based on arms-length negotiations; (Hi) any duties and obligations that the
Underwriters may have to the Company in connection with the offering of the Bonds shall be limited to
those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective
affiliates may have interests that differ from those of the Company. Any review by the Underwriters of
the Company, the transactions contemplated hereby or other matters related to such transactions will be
perfonned solely for the benefit of the Underwriters and not on behalf of the Company. The Companyhereby waives any claims that the Company may have against the Underwriters with respect to any
breach of fiduciary duty in connection with this offering.
11. Notices. All communications hereunder will be in writing and, if sent to the
Underwriters, will be mailed, delivered or faxed and confirmed to each of (i) Goldman, Sachs & Co., One
New York Plaza, 42nd Floor, New York, New York 10004, Attention Registration Department, and (ii)
BNP Paribas Securities Corp., 787 Seventh Avenue, New York, N.Y. 10019, Facsimile number 212-841-3785, Attention: Debt Capital Markets, with a copy to Legal Capital Markets, Facsimile number 212-841-
3561 , or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at
PacifiCorp, 825 NE Multnomah, 18th Floor, Portland, OR 97232, Attention: Legal Department; providedhoweverthat any notice to a Underwriter pursuant to Section 7 will be mailed, delivered or faxed and
confirmed to such Underwriter.
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.
13. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the
same Agreement.
14. Applicable Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of laws.
NY\1254145.4
EXECUTION VERSION
The Company hereby submits to the exclusive jurisdiction of the Federal and state courts in the
Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby.
NY\1254145.4
If the foregoing is in accordance with the Underwriters' understanding of our agreement , kindly
sign and return to us one of the coWlterparts hereof, whereupon it will become a binding agreement
between the Company and the several Underwriters in accordance with its tenDS.
Very truly yours
PACIFICORP
By,
~--
Name:
().....
v' ,1.- 'Z/
Title: S vP c..-.rO
The foregoing Underwriting Agreement
is hereby confinned and accepted
as of the date first above written.
GOLDMAN, SACHS & CO.
By:
Name:
Title:
BNP P ARIBAS SECURITIES CORP.
By:
Name:
Title:
(Underwriting Agreement)
MAR-12-2007 10: 43 02/02
EXECUTION VERSION
If the foregoing is in accordance with the Underwriters' understanding of our agrc~ment, kindly
sign and return to us one of the counterparts hereof. whereupon it will become a binding agreem"ntbetween the Company and the several Underwriters in accordance with its tenns,
Very truly yours,
P ACIFICORP
By:
Name:
Title:
The foregoing Underwriting Agreement
is hereby confinned and accepted
as ofthe date first above written.
GOLDMAN, SACHS & CO.
By:
Name:
Title:
8NP
g,~
By:
Name: Peter Masco
ride: Managing Director
NY\1254145.(Underwriling Agreement)
TOTAL P. 02
MAR-09-2007 19:05 From:To: 912127514864 2/2
If the foregoing b in accuruam.:CI with lhl:: Underwrit~r::;' unde~tanding of our agreement, kindly
~jgn and return to us one of the counterparts hereof. whereupon it will become a binding agfccIIU;:1I1
be-tween the. Company and the several Underwriters in accordance with its terms.
Very truly your!;,
P ACII'ICORP
By:
Nan,c:
Title:
The foregoing Underwriting Agnx'lIlI~nt
is hereby confirmed and accepted
as of the date first ahove written.
GOLDMAN, SACHS & CO.
By:
~$
Name:
Title:
".~&~
BNP PARI BAS SECURITIES CORP.
Ry:
Name:
Title:
NSD\77471.
(Underwriting Agreemtmt)
SCHEDULE A
Underwriter
Goldman, Sachs & Co..
.......................................................................................
BNP Pari bas Securities Corp..........
:........................................................,.............
Total......................,.......................................................
NY\ 1254145.4
(Underwriting Agreement)
EXECUTION VERSION
Principal Amount
of Offered
Securities
300 000 000
300 000 000
$600.000.000
EXECUTION VERSION
SCHEDULE B(i)
Issuer Free Writing Prospectuses
See Schedule B(ii)
NY\I2S414S,(Underwriting Agreement)
Issuer:
Expected Ratings:
Issue:
Offering Size:
Coupon:
Trade Date:
Settlement Date:
Maturity:
Treasury Benchmark:
US Treasury Spot:
US Treasury Yield:
Spread to Treasury:
Re-offer Yield:
Price to Public (Issue Price):
Gross Proceeds:
Optional Redemption:
Minimum Denomination:
Bookrunners:
CUSIP:
EXECUTION VERSION
SCHEDULE B(ii)
FIN AL TERM SHEET
PacifiCorp
A3/ A-/ A- (Stable/Stable/Stable)
First Mortgage Bonds due 2037
$600 000 000
75% per annum, payable semi-annually on each April 1 and October 1
commencing October 1, 2007
March 9 2007
March 14, 2007
April 1 2037
500% due February 15th, 2036
96-
75%
100 basis points
75%
99.996%
$599 976 000
Make Whole call, at any time at a discount rate of Treasury plus 20 bps
000 x $1 000
Goldman, Sachs & Co., BNP Paribas Securities Corp.
695114CD8
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you invest, you should read the prospectus in that registration
statement and other documents the issuer has filed with the SEC for more complete information about the
issuer and this offering, You may get these documents for free by visiting EDGAR on the SEC Web site
at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at 1-866-471-2526 or BNP
Paribas Securities Corp. toll-free at 1-800-854-5674.
NY\1254145.
(Underwriting Agreement)
NY\1254145.4
EXECUTION VERSION
EXHIBIT A
Form of Opinion of Mark C. Moench, General Counsel of the Company
(Underwriting Agreement)
EXECUTION VERSION
EXHlBIT B
Form of Opinion of Perkins Coie LLP, special counsel to the Company
NY\ 1254145.4
(Underwriting Agreement)
: F: C f:::' ,
REPORT OF SECURITIES ISSUED
March 14 2007 LOD!
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ACIFICORP
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Description of securities:$600 000 000 ofPacifiCorp s First Mortgage Bonds
75% Series due April 1 2037
Description Amount
Face value or principal amount $600 000 000
Plus premium or less discount (24 000)
Gross proceeds 599 976 000
Underwriter s spread or commission
Securities and Exchange Commission registration fee (75 665)
State mortgage ,registration tax N/A
State commission fee 000)
Fee for recording indenture (40 000)
United States document tax N/A
10.Printing and engraving expenses (70 000)
11.Trustee s charges (40 000)
12.Counsel fees (190 000)
13.Accountants' fees (110 000)
14.Cost of listing N/A
15.Miscellaneous expenses of issue
* *
(222 335)
(Describe large items)
16.Total deductions (750 000)
17.Net amount realized 599 226 000
Denotes estimate only.
**
Includes estimated rating agency fees of $180 000 for the Bonds.
All amounts rounded to nearest 1 000.
S:\CORP JIN\Administrative Asst\Lore\Report of Securities Issued 031307,DOC