20080111SEC Form S3.pdf

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Janua 11,2008
VI OVERNIGHT DELIVERY
Idaho Public Utilty Commission
Statehouse
472 West Washington Street
Boise, ID 83702
ATT:Ms. Jean Jewell
Commission Secretar
Re: New Exhibit Relating to Application in Case No. PAC-E-07-16
Dear Commissioners:
Pursuant to the application in the above-referenced Case, PacifiCorp hereby submits to the
Commission one copy ofthe SEC Registration Statement on Form S-3 (Exhbit F-2).
Under penalty of perjur, I declare that I know the contents of the enclosed document, and
they are true, correct and complete.
Please contact me if you have any questions about this letter or the enclosed document.
Sincerely,~NW~
Bruce N. Wiliams
Vice President and Treasurer
Enclosure
Cc: Terri Carlock (Idaho Commission) w/Encl.
As fied with the Securities and Exchange Commsion on January 9, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-3
REGISTRATION STATEMENT UNDER TH SECURITIS ACT OF 1933
PACIFICORP
(Exact name of registrant as specified in its charer)
Oregon
(State or other jurisdiction of incorporation or organization)
93-0246090
(IRS Employer
Identificaton No.)
825 NE Multnomah Street
Portland, Oregon 97232-4116
[phone]
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Bruce N. Wiliams
Vice President and Treasurer
825 NE Multnomah, Suite 1900
Portland, Oregon 97232-4116
[phone]
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
M. Christopher HaD
Evan S. Reynolds
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 9720
[phone]
Approximate date of commencement of proposed sale to the public:
From time to time afer this regstration statement becomes effecive as determned by market conditions and other facors.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the
following box. 0
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 4 i 5 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. 1&
If this Form is fied to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 0
If this Form is a post -effective amendment fied pursuant to Rule 462( c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective registration statement for the same offering. 0
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon fiing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. 1&
If this Form is a post-effective amendment to a registration statement fied pursuant to General Instruction I.D. fied to register additional
,
securities or additional classes of securities pursuant to Rule 413(b) of the Securities Act, check the following box. 0
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 0
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
First Mortgage Bonds
Amount to be
Registered
(I)
Propose Maxium
Offering Price
Per Unit
(1)
Proposed Maxmum
Aggregate Offering Price
(1)
Amount of
Registrtion Fee
(2)
(l) An indeterminate aggregate initial offering price and number of securities are being registered as may from time to time be offered at
indeterminate prices.
(2) In accordance with Rules 456(b) and 457(r), the Registrant is deferrng payment of all ofthe registrtion fee, except for $32,100 that has
been paid with respect to unsold securities previously registered by the Registrant under registration statement no. 333- 128134, with an initial
filing date of September 5, 2005, and registration statement no. 333-140661, with an initial filing date of Februar 13,2007. The previously paid
registration fee wil be applied in lieu of a portion of the registration fee due for this registration statement pursuant to Rule 457(p) under the
Securities Act of 1933.
PROSPECTUS
PACIFICORP
FIRST MORTGAGE BONDS
PacifiCorp, an Oregon corporation, may from time to time offer First Mortgage Bonds ("Additional Bonds" or "Securities") in one or
more issuances or series at prices and on terms to be determined at the time of sale.
We wil provide specific terms of the Securities, including, as applicable, the amount offered, offering prices, interest rates, maturities
and redemption or repurchase provisions, in supplements to this prospectus. The supplements may also add, update or change information
contained in this prospectus. You should read this prospectus and any supplements carefully before you invest.
We may sell the Securities directly through agents designated from time to time or through underwriters or dealers. The supplements to
this prospectus wil describe the terms of any paricular plan of distribution, including any underwriting arangements. The "Plan of
Distribution" section in this prospectus provides more information on this topic.
Investing in our Securities involves risks. See the "Risk Factors" section beginnng on page 1 of ths prospect for information on certin
matters you should consider before buying our Securities.
NEITHER THE SECURmES AN EXCHAGE COMMISSION NOR ANY STATE SECURIIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURTIS OR DETERMINED IF THIS PROSPECTUS IS TRUT OR COMPLET. ANY REPREENTATION
TO THE CONTRARY IS A CRIMINAL OFFNSE.
This prospectus may not be used to consummate sales of Securities unless accompanied by a prospectus supplement relating to the Securities
offered.
The date of this prospectus is Januar 9. 2008.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
RISK FACTORS
FORWARD-LOOKING STATEMENTS
THE COMPANY
CONSOLIDATED RATIOS OF EARNNGS TO FIXED CHARGES
WHERE YOU CAN FID MORE INFORMATION
USE OF PROCEEDS
DESCRIPTON OF ADDITONAL BONDS
BOOK-ENTRY ISSUANCE
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
We have not authorized anyone to give you any information other than this prospectus and any supplements to this prospectus. You
should not assume that the information contained in this prospectus, any prospectus supplement or any document incorporated by reference in
this prospectus is accurate as of any date other than the date mentioned on the cover page ofthose documents. We are not offering to sell the
Securities and we are not soliciting offers to buy the Securities in any jurisdiction in which offers are not permitted.
ABOUT THIS PROSPECTUS
This prospectus is par of a registration statement that PacifiCorp fied with the Securities and Exchange Commission (the "SEC") using
the "shelf' registration process. Under this shelf registration process, we may from time to time sell the Securities described in this prospectus in
one or more offerings. Ths prospectus provides a general description of the Securities. Each time we sell Securities, we wil provide a
prospectus supplement that wil contain specific information about the terms of that offering. That prospectus supplement may include or
incorporate by reference a detailed and current discussion of any risk factors and wil discuss any special considerations applicable to those
securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information described under "Where You Can Find More Information." If
there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information
contained in that prospectus supplement.
Unless otherwise indicated or unless the context otherwise requires, in this prospectus, the words "PacifiCorp," "Company," "we,"
"our" and "us" refer to PacifiCorp, an Oregon corporation, and its subsidiaries.
For more detailed information about the Securities, you can read the exhibits to the registration statement. Those exhibits have been
either fied with the registration statement or incorporated by reference to earlier SEC filngs listed in the registration statement. See "Where You
Can Find More Informaton."
RISK FACTORS
Investing in our Securities involves risk. Before purchasing any Securities we offer, you should carefully consider the risk factors
described in our periodic reports fied with the SEC and the following risk factors related to the Securities, as well as the other information
contained in this prospectus, any prospectus supplement and the information incorporated by reference herein in order to evaluate an
investment in our Securities. See "Forward-Looking Statements" and "Where You Can Find More Information" in this prospectus. Additional
risks and uncertainties that are not yet identified or that we currently believe are immaterial may also materially harm our business, operating
results and financial condition and could result in a loss on your investment.
We have not appraised the coUateral subject to the mortage securing our Additional Bonds ("Mortage") and, if there is a default or a
foreclosure sale, the value of the collateral may not be sufcient to repay the holders of any Additional Bonds.
We have not made any formal appraisal of the value of the collateral subject to the Mortgage, which wil secure any Additional Bonds.
The value of the collateral in the event of liquidation wil depend on market and economic conditions, the availabilty of buyers, the timing of the
sale of the collateral and other factors. Although we believe the value of the collateral substantially exceeds the indebtedness under the
Additional Bonds and the other first mortgage bonds issued under our Mortgage, we cannot assure you that the proceeds from a sale of all of
the collateral would be sufficient to satisfy the amounts outstanding under the Additional Bonds and our other first mortgage bonds secured by
the same collateral or that such payments would be made in a timely manner. If the proceeds were not sufficient to repay amounts outstanding
under the Additional Bonds, then holders of the Additional Bonds, to the extent not repaid from the proceeds of the sale of the collateral, would
only have an unsecured claim against our remaining assets.
There is no existing maket for the Securities, and we canot assure you that an active trading market for the Securities wil develop.
We do not intend to apply for listing of the Securities on any securities exchange or automated quotation system. There can be no
assurance as to the liquidity of any market that may develop for the Securities. Accordingly, the abilty of holders to sell the Securities that they
hold or the price at which holders wil be able to sell the Securities may be limited. Future trading prices of the Securities wil depend on many
factors, including, among other things, prevailng interest rates, our operating results and the market for similar securities.
We do not know whether an active trading market wil develop for the Securities. To the extent that an active trading market does
develop, the price at which a holder may be able to sell the Securities that it holds, if at all, may be less than the price paid for them.
Consequently, a holder may not be able to liquidate its investment readily, and the Securities may not be readily accepted as collateral for loans.
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional information described under the heading "Where You Can
Find More Information" may contain "forward-looking statements" within the meaning of Section 27 A of the Securities Act and Section 21E of
the Exchange Act, which are subject to the safe harbor created by the Prvate Securities Litigation Reform Act of 1995. All statements other than
statements of historical fact are "forward-looking statements" for purposes ofthese provisions. Examples include discussions as to our
expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed, including
through incorporation by reference, in this prospectus. This information, by its nature, involves estimates, projections, forecasts and
uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking statements found in
this prospectus and the documents incorporated by reference in this prospectus.
Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are
often beyond our abilty to control. We have identified a number of these factors in our fiings with the SEC, including the Form 1G-K, the
Forms lO-Q and the Forms 8-K incorporated by reference in this prospectus, and we refer you to those reports for further information.
Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-
looking statement to reflect events or circumstances after the date on which it is made. The forward-looking statements in this prospectus and
the documents incorporated by reference in this prospectus are qualified in their entirety by the preceding cautionary statements.
THE COMPANY
We are a regulated electricity company serving residential, commercial, industral and other customers in portions of the states of Utah,
Oregon, Wyoming, Washington, Idaho and California. We own, or have interests in, a number of thermal, hydroelectnc and wind generating
plants, as well as electric transmission and distribution assets. We also buy and sell electricity on the wholesale market with public and private
utilities, energy marketing companes and incorporated municipalities. The regulatory commission in each state approves rates for retal electric
sales within that state.
We are an indirect subsidiary of MidAmerican Energy Holdings Company ("MEHC"). MEHC, a holding company based in
Des Moines, Iowa, owning subsidiares that are principally engaged in energy businesses, is a consolidated subsidiar of Berkshire Hathaway
Inc.
Our address and telephone number are: PacifiCorp, 825 NE Multnomah, Suite 200, Portland, Oregon 97232-4116; (503) 813.500.
For additional information concerning our business and affairs, including our capital requirements and external financing plans,
pending legal and regulatory proceedings (including descriptions of those laws and regulations to which we are subject), prospective
purchasers should refer to the documents incorporated by reference into this prospectus, as described in the section entitled "Where You Can
Find More Information" and the documents incorporated by reference therein.
2
CONSOLIDATED RATIOS OF EARNNGS TO FIXD CHARGES
Nine Months Ended
September 30, 2007
Nine Months Ended
December 31, 2006(1)2006
Years Ended March 31,
2005 2004 2003
(l) Following the acquisition of PacifiCorp by MidAmerican Energy Holdings Company on March 2 i, 2006, we elected to change our fiscal
yearend from March 31 to December 31, resulting in a nine-month transition period from April 1,200 to December 31, 2006.
For purposes of this ratio, fixed charges represent consolidated interest charges, an estimated amount representing the interest factor in
rents and preferred dividends of wholly owned subsidiares. Preferred dividends of wholly owned subsidiaries represents preferred dividends
multiplied by the ratio which pre-tax income from continuing operations bears to income from continuing operations. Earings represent the
aggregate of (a) income from continuing operations, (b) taxes based on income from continuing operations, (c) minority interest in the income of
majority-owned subsidiares that have fixed charges, (d) fixed charges and (e) undistributed income of less than 50% owned affiiates without
loan guarantees.
3
WHERE YOU CAN FIN MORE INORMTION
This prospectus is par of a registration statement filed with the SEC. The registration statement contains additional information and
exhibits not included in this prospectus and refers to documents that are filed as exhibits to other SEC filings. We fie annual, quarerly and
special reports and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we fie at the SEC's Public Reference Room at 100 F Stret, N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for furter information regarding the public reference rooms. Our SEC filings are
also available through the Investor Information section of our website at www.pacificorp.com. The information found on our website, other than
any of our SEC fiings that are incorporated by reference herein, is not part of this prospectus.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be par of this prospectus
and later information that we fie with the SEC wil automatically update or supersede this information. We incorporate by reference the
documents listed below and any future fiings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") (but only to the extent the information therein is fied and not furnished) until all ofthe securities covered by this
prospectus have been sold:
Transition Report on Form 10-K for the nine-month period ended December 31, 200.
Quarerly Reports on Form 10-Q for the quarers ended March 31, 2007, June 30, 2007 and September 30,2007.
Current Reports on Form 8-K fied March 12,2007, March 14, 2007, June 4, 2007, July 30, 2007, August 30,2007, August 31,2007
and October 3, 2007.
You may request a copy of these filngs (other than exhibits to such documents unless such exhibits are specifically incorporated by
reference herein), at no cost, by writing or telephoning us at the following address:
PacifiCorp
825 NE Multnomah, Suite 1900
Portland, Oregon 97232-41l6
Telephone: [phone]
Attention: Treasury
You should rely only on the information contained in, or incorporated by reference in, this prospectus and the prospectus supplement.
We have not, and any underwriters, agents or dealers have not, authorized anyone else to provide you with different information. We are not,
and any underwriters, agents or dealers are not, makng an offer of these Securities in any state where the offer or sale is not permitted. You
should not assume that the information contained in this prospectus and the prospectus supplement is accurate as of any date other than the
date on the front of the prospectus supplement or that the information incorporated by reference in this prospectus is accurate as of any date
other than the date on the front of those documents.
4
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net proceeds to be received by us from the issuance and sale of the
Securities wil initially become par of our general funds and wil be used to repay all or a portion of our short-term borrowings outstanding at the
time of issuance of the Securities or may be applied to utilty asset purchases, capital expenditures or other corporate purposes, including the
refunding of long-term debt.
5
DESCRIPTION OF ADDffONAL BONDS
General
Additional Bonds may be issued from time to time under our Mortgage and Deed of Trust, dated as of Januar 9,1989, as amended and
supplemented (the "Mortgage"), with The Bank of New York (as successor trustee to JPMorgan Chase Bank, N.A.) (the "Mortgage Trustee").
The following summary is subject to the provisions of and is qualified by reference to the Mortgage, a copy of which is an exhibit to the
Registration Statement. Whenever paricular provisions or defined terms in the Mortgage are referred to herein, those provisions or defined
terms are incorporated by reference herein. Section and Article references used below are references to provisions of the Mortgage unless
otherwise noted. When we refer to "bonds," we refer to all first mortgage bonds issued under the Mortgage, including the Additional Bonds.
We expect to issue Additional Bonds in the form of fully registered bonds and, except as may be set forth in any prospectus
supplement relating to those Additional Bonds, in denominations of $1 ,000 and any multiple thereof. They may be transferred without charge,
other than for applicable taxes or other governmental charges, at the offces of the Mortgage Trustee, New York, New York. Any Additional
Bonds issued wil be equally and ratably secured with all other bonds issued under the Mortgage. See "Book-Entry Issuance."
Maturty and Interes Payments
Reference is made to the prospectus supplement relating to any Additional Bonds for the date or dates on which those Additional
Bonds wil mature, the rate or rates per annum at which those Additional Bonds wil bear interest and the times at which any interest wil be
payable. These terms and conditions, as well as the terms and conditions relating to redemption and purchase referred to under "-Redemption
or Purchase of Additional Bonds" below, wil be as established in or pursuant to resolutions of our Board of Directors at the time of issuance of
the Additional Bonds.
Redemption or Purchase of Additional Bonds
The Additional Bonds may be redeemable, in whole or in part, on not less than 30 days' notice either at our option or as required by the
Mortgage or may be subject to repurchase at the option of the holder.
Reference is made to the prospectus supplement relating to any Additional Bonds for the redemption or repurchase terms and other
specific terms of those Additional Bonds.
If, at the time notice of redemption is given, the redemption moneys are not held by the Mortgage Trustee, the redemption may be made
subject to their receipt on or before the date fixed for redemption and that notice shall be of no effect unless those moneys are so received.
While the Mortgage, as described below, contains provisions for the maintenance of the Mortgaged and Pledged Property, the
Mortgage does not permit redemption of bonds pursuant to these provisions. There is no sinking or analogous fund in the Mortgage.
Cash deposited under any provisions of the Mortgage may be applied (with specific exceptions) to the redemption or repurchase of
bonds of any series. (Section 7.03, Article XII and Section 13.06)
Security and Prority
The Additional Bonds wil be issued under the Mortgage and secured by a first mortgage lien on certain utility property owned from
time to time by us and/or by Class "A" Bonds, if any, held by the Mortgage Trustee.
6
There are excepted from the lien of the Mortgage all cash and securities (except those speifically deposited); equipment, materials or
supplies held for sale or other disposition; any fuel and similar consumable materials and supplies; automobiles, other vehicles, aircraft and
vessels; timber, minerals, mineral rights and royalties; receivables, contracts, leases and operating agreements; electric energy, gas, water, steam
and other products for sale, distribution or other use; natural gas wells; gas transportation lines or other property used in the sale of natural gas
to customers or to a natural gas distribution or pipeline company, up to the point of connection with any distribution system; our interest in the
Wyodak Facility; and all properties that have been released from the discharged Mortgages and Deeds of Trust, as supplemented, of Pacific
Power & Light Company and Utah Power & Light Company and that PacifiCorp, a Maine corporation, or Utah Power & Light Company, a Utah
corporation, contracted to dispose of, but title to which had not passed at the date of the Mortgage. The lien of the Mortgage is also subject to
Excepted Encumbrances, including tax and construction liens, purchase money liens and other specific exceptions. We have reserved the right,
without any consent or other action by holders of bonds of the Ninth Series or any subsequently created series of bonds, to amend the
Mortgage in order to except from the lien of the Mortgage allowances allocated to steam-electric generating plants owned by us, or in which we
have interests, pursuant to Title iv of the Clean Air Act Amendments of 1990, as now in effect or as hereafter supplemented or amended.
The Mortgage contains provisions subjecting after-acquired property to the lien thereof. These provisions may be limited, at our
option, in the case of consolidation or merger (whether or not we are the surviving corporation), conveyance or transfer of all or substantially all
of the utilty property of another electric utilty company to us or sale of substantially all of our assets. (Section 18.03) In addition, after-acquired
property may be subject to a Class "A" Mortgage, purchase money mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage Trustee shall have a lien upon the mortgaged property, prior to the holders of bonds, for the
payment of its reasonable compensation and expenses and for indemnity against certain liabilities. (Section 19.09)
Issuance of Additional Bonds
The maximum principal amount of bonds that may be issued under the Mortgage is not limited. Bonds of any series may be issued from
time to time on the basis of:
(1) 70% of qualified Property Additions after adjustments to offset retirements;
(2) Class "A" Bonds (which need not bear interest) delivered to the Mortgage Trustee;
(3) retirement of bc;mds or certain prior lien bonds; and/or
(4) deposits of cash.
With certain exceptions in the case of clauses (2) and (3) above, the issuance of bonds is subject to our Adjusted Net Earings for
12 consecutive months out of the preceding i 5 months, before income taxes, being at least twice the Annual Interest Requirements on all bonds
at the time outstanding, all outstanding Class "A" Bonds held other than by the Mortgage Trustee or by us, and all other indebtedness secured
by a lien prior to the lien of the Mortgage. In general, interest on varable interest bonds, if any, is calculated using the rate then in effect.
(Section 1.07 and Artcles iv through VII)
7
Property Additions generally include electric, gas, steam and/or hot water utility property but not fuel, securities, automobiles, other
vehicles or aircraft, or property used principally for the production or gathering of natural gas. (Section 1.04)
The issuance of bonds on the basis of Property Additions subject to prior liens is restricted. Bonds may, however, be issued against
the deposit of Class "A" Bonds. (Sections 1.04 through 1.06 and Artcles IV and V)
Releae and Substitution of Property
Property subject to the lien of the Mortgage may be released upon the basis of:
(1) the release of that property from the lien of a Class "A" Mortgage;
(2) the deposit of cash or, to a limited extent, purchase money mortgages;
(3) Property Additions, after making adjustments for certain prior lien bonds outstanding against Property Additions; and/or
(4) waiver of the right to issue bonds.
Cash may be withdrawn upon the bases stated in (1), (3) and (4) above. Property that does not constitute Funded Property, as defined
in Section 1.05 of the Mortgage, may be released without substituting other Funded Property. Similar provisions are in effect as to cash
proceeds from such property. The Mortgage contains special provisions with respect to certain prior lien bonds deposited and dispositon of
moneys received on deposited prior lien bonds. (Sections 1.05,7.02,9.05, 10.01 through 10.04 and 13.03 through 13.09)
Merger or Conslidation
The Mortgage provides that in the event of the merger or consolidation of another company with or into us or the conveyance or
transfer to us by another company of all or substantially all of that company's property that is of the same character as Property Additions, as
defined in the Mortgage, an existing mortgage constituting a first lien on operating properties of that other company may be designated by us as
a Class "A" Mortgage. (Section 11.06) Bonds thereafter issued pursuant to the additional mortgage would be Class "A" Bonds and could
provide the basis for the issuance of bonds under the Mortgage.
Certain Covenants
The Mortgage contains a number of covenants by us for the benefit of the holders of the bonds, including provisions requiring us to
maintain the mortgaged property as an operating system or systems capable of engaging in all or any of the generating, transmission,
distribution or other utility businesses described in the Mortgage. (Article IX)
Dividend Restrictions
The Mortgage provides that we may not declare or pay dividends (other than dividends payable solely in shares of our common stock)
on any shares of our common stock if, after giving effect to the declaration or payment, we would not be able to pay our debts as they beome
due in the usual course of business. (Section 9.07) Reference is made to the notes to the audited consolidated financial statements included in
our Transition Report on Form 1O-K incorporated by reference herein for information relating to other restrictions.
8
Foreign Currency Denominated Bonds
The Mortgage authorizes the issuance of bonds denominated in foreign currencies, provided that we deposit with the Mortgage
Trustee a currency exchange agreement with an entity having, at the time of the deposit, a financial rating at least as high as our financial rating
that, in the opinion of an independent expert, gives us at least as much protection against currency exchange fluctuation as is usually obtained
by similarly situated borrowers. (Section 2.03) We believe that this type of currency exchange agreement wil provide effective protection
against currency exchange fluctuations. However, if the other party to the exchange agreement defaults and the foreign currency is valued
higher at the date of maturity than at the date of issuance of the relevant bonds, holders of those bonds would have a claim on our assets that is
greater than the claim to which holders of dollar-denominated bonds issued at the same time would be entitled.
The Mortgage Trntee
The Ban of New York may act as a lender, trustee or agent under other agreements and indentures involving us and our affiiates.
Modifcation
The rights of bondholders may be modified with the consent of holders of at least 60% of the bonds, or, ifless than all series of bonds
are adversely affected, the consent of the holders of at least 60% of the series of bonds adversely affected. In general, no modification of the
terms of payment of principal, premium, if any, or interest and no modification affecting the lien or reducing the percentage required for
modification is effective against any bondholder without the consent ofthe holder. (Section 21.07)
Unless we are in default in the payment of the interest on any bonds then Outstanding underthe Mortgage or there is a Default under
the Mortgage, the Mortgage Trustee generally is required to vote Class "A" bonds held by it with respect to any amendment ofthe applicable
Class "A" Mortgage proportionately with the vote of the holders of all Class "A" Bonds then actually voting. (Section 11.03)
Defaults and Notice Thereof
"Defaults" are defined in the Mortgage as:
(1) default in payment of principal;
(2) default for 60 days in payment of interest or an installment of any fund required to be applied to the purchase or redemption of any
bonds;
(3) default in payment of principal or interest with respect to certain prior lien bonds;
(4) certain events in banptcy, insolvency or reorganization;
(5) default in other covenants for 90 days after notice; or
(6) the existence of any default under a Class "A" Mortgage that permits the declaration of the principal of all the bonds secured by
the Class "A" Mortgage and the interest accrued thereupon due and payable. (Section 15.01)
An effective default under any Class "A" Mortgage or under the Mortgage wil result in an effective default under all those mortgages.
The Mortgage Trustee may withhold notice of default (except in payment of principal, interest or funds for retirement of bonds) if it determines
that it is not detrimental to the interests of the bondholders. (Section 15.02)
9
The Mortgage Trustee or the holders of 25% of the bonds may declare the principal and interest due and payable on Default, but a
majority may annul the declaration ifthe Default has been cured. (Section 15.03) No holder of bonds may enforce the lien ofthe Mortgage
without giving the Mortgage Trustee written notice of a Default and unless the holders of 25% of the bonds have requested in writing the
Mortgage Trustee to act ari offered it reasonable opportunity to act and indemnity satisfactory to it against the costs, expenses and liabilities
to be incurred thereby and the Mortgage Trustee shall have failed to act. (Section 15.16) The holders of a majority of the bonds may direct the
time, method and place of conducting any proceedings for any remedy available to the Mortgage Trustee or exercising any trust or power
conferred on the Mortgage Trustee. (Section 15.07) The Mortgage Trustee is not required to risk its funds or incur personal liability if there is
reasonable ground for believing that repayment is not reasonably assured. (Section 19.08)
Defeasance
Under the terms of the Mortgage, we wil be discharged from any and all obligations under the Mortgage in respect of the bonds of any
series if we deposit with the Mortgage Trustee, in trust, moneys or government obligations, in an amount sufficient to pay all the principal of,
premium (if any) and interest on, the bonds of those series or portions thereof, on the redemption date or maturity date thereof, as the case may
be. The Mortgage Trustee need not accept the deposit unless it is accompanied by an opinion of counsel to the effect that (a) we have received
from, or there has been published by, the Internal Revenue Service a ruling or, (b) since the date of the Mortgage, there has been a change in
applicable federal income tax law, in either case to the effect that, and based thereon the opinion of counsel shall confirm that, the holders of the
bonds or the right of payment of interest thereon (as the case may be) wil not recognize income, gain or loss for federal income tax purposes as
a result of the deposit, and/or ensuing discharge and wil be subject to federal income tax on the same amount and in the same manner and at the
same times, as would have been the case if the deposit, and/or discharge had not occurred. (Section 20.02)
Upon the deposit, our obligation to pay the principal of (and premium, if any) and interest on those bonds shall cease, terminate and be
completely discharged and the holders of such bonds shall thereafter be entitled to receive payment solely from the funds deposited.
(Section 20.02)
10
BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement, The Depository Trust Company ("DTC") wil act as securities
depositar for each series of the Additional Bonds. The Additional Bonds wil be issued as fully registered securities registered in the name of
Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative ofDTC. One fully registered
certificate wil be issued for each issue of the Additional Bonds, representing the aggregate principal amount of each series of Additional Bonds,
and wil be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500,000,000, one certificate wil be issued with
respect to each $500,00,000 of principal amount, and an additional certificate wil be issued with respect to any remaining principal amount of
such issue.
DTC is a limited-pitrpose trust company organized under the New York Baning Law, a "banng organzation" within the meaning of
the New York Banng Law, a member of the Federa Reserve System, a "clearng corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearng agency" registered pursuant to the provisions of Section 17 A of the Exchange Act. DTC holds securities that
its paricipants ("Direct Paricipants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Paricipants of sales and
other securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Paricipants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants
include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and some other organizations. DTC
is a wholly owned subsidiar of The Depository Trust & Clearng Corporation ("DTCC"), which, in tum, is owned by a number of Direct
Parcipants of DTC and Members of the National Securities Clearng Corporation, Fixed Income Clearng Corporation and Emerging Markets
Clearng Corporation (NSCC, FICC and EMCC, also subsidiares of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock
Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S.
and non-U.S. securities brokers and dealers, bans, trust companies, and clearng corporations that clear through or maintain a custodial
relationship with a Direct Parcipant, either directly or indirectly ("Indirect Paricipants," and together with Direct Participants, "Paricipants").
DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Paricipants are on fie with the SEC. More information about
DTC can be found at www.dtcc.com.
Purchases of Additional Bonds within the DTC system must be made by or through Direct Paricipants, which wil receive a credit for
the Additional Bonds on DTC's records. The ownership interest of each actual purchaser of each Additional Bond ("Beneficial Ownet') is in
tum to be recorded on the Direct and Indirect Paricipants' reords. Beneficial Owners wil not receive written confirmation from DTC of their
purchases, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners entered into the transaction. Transfers
of ownership interests in the Additional Bonds are to be accomplished by entries made on the books of Paricipants acting on behalf of
Beneficial Owners. Beneficial Owners wil not receive certficates representing their ownership interests in Additional Bonds, except in the event
that use of the book-entry ~ystem for the Additional Bonds is discontinued.
To faciltate subsequent transfers, all Additional Bonds deposited by Direct Parcipants with DTC are registered in the name of DTC' s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative ofDTC. The deposit of Additional
Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee does not effect any change in beneficial
ownership. DTC has no know ledge of the actual Beneficial Owners of the Additional Bonds; DTC's records reflect only the identity of the Direct
Paricipants to whose accounts those Additional Bonds are credited, which mayor may not be the Beneficial Owners. The Paricipants wil
remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Paricipants to Indirect Paricipants, and by
Direct Participants and Indirect Paricipants to Beneficial Owners wil be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Additional Bonds may wish to take certain steps to augment
transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the security documents. For example,
11
Beneficial Owners of Additional Bonds may wish to ascertain that the nominee holding the Additional Bonds for their benefit has agreed to
obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the
registrar and request that copies of the notices be provided directly to them.
Redemption notices shall be sent to Cede & Co. as the registered holder of the Additional Bonds. If less than all of the Additional
Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue.
Neither DTC nor Cede & Co. (nor any other DTC nominee) wil consent or vote with respect to Additional Bonds unless authorized by
a Direct Paricipant in accordance with DTC's procedures. Under its usual procedures, DTC mails an omnibus proxy (the "Omnibus Proxy") to
the Mortgage Trustee after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts those Additional Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments on the Additional Bonds wil be made by the Mortgage Trustee to Cede & Co. or such other nominee as may be requested
by an authorized representative ofDTC. DTC's practice is to credit Direct Paricipants' accounts upon DTC's receipt of funds and
corresponding detail information on payable date in accordance with their respective holdings shown on DTC's records. Payments by
Paricipants to Beneficial Owners wil be governed by standing instructions and customar practices and wil be the responsibility of the
Paricipant and not of DTC (or its nominee), the Mortgage Trustee or us, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payments on the Additional Bonds are the responsibilty of the Mortgage Trustee disbursement of the payments to Direct
Participants is the responsibilty of DTC, and disbursements of the payments to the Beneficial Owners is the responsibility of Direct and Indirect
Paricipants.
DTC may discontinue providing its services as depository with respect to the Additional Bonds at any time by giving reasonable
notice to us or to the Mortgage Trustee. Under such circumstances, in the event that a successor depositar is not obtained, Additonal Bond
certificates are required to be printed and delivered.
We may decide to discontinue use of the system of book-entry only transfers through DTC or any successor depositar. In that event,
Additional Bond certificates wil be printed and delivered to DTC.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be
accurate, but we assume no responsibilty for the accuracy thereof. We have no responsibilty for the performance by DTC or its Paricipants of
their respective obligations as described herein or under the rules and procedures governing their respective operations.
12
PLAN OF DISTRIBUTION
We may sell the Securities through underwriters, dealers or agents, or directly to one or more purchasers. The prospectus supplement
with respect to the Securities being offered wil set forth the specific terms of the offering of those Securities, including the name or names of
any underwriters, dealers or agents, the purchase price of those Securities and the proceeds to us from the sale, any underwriting discounts,
agency fees and other items constituting underwriters' or agents' compensation, any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
If we use underwriters to sell Securities, we wil enter into an underwriting agreement with the underwriters. Those Securities wil be
acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, at a fixed public offering
price, at market prices prevailing at the time of sale, at prices related to such prevailing maret prices or at negotiated prices. The underwriter or
underwriters with respect to a paricular underwritten offering of Securities wil be named in the prospectus supplement relating to that offering
and, if an underwriting syndicate is used, the managing underwriter or underwriters wil be set forth on the cover page of the prospectus
supplement. Any underwriting compensation paid by us to the underwriters or agents in connection with an offering of Securities, and any
discounts, concessions or commissions allowed by underwriters to dealers, wil be set forth in the applicable prospectus supplement to the
extent required by applicable law. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the
Securities wil be subject to specific conditions, and the underwriters wil be obligated to purchase all of the offered Securities if any are
purchased.
If a dealer is used in the sale of any Securities, we wil sell those Securities to the dealer, as principal. The dealer may then resell the
Securities to the public at varying prices to be determined by the dealer at the time of resale. The name of any dealer involved in a paricular
offering of Securities and any discounts or concessions allowed or reallowed or paid to the dealer wil be set forth in the prospectus supplement
relating to that offering.
The Securities may be sold directly by us or through agents designated by us from time to time. We wil describe the terms of any direct
sales in a prospectus supplement. Any agent, who may be deemed to be an underwriter as that term is defined in the Securities Act of 1933 (the
"Securities Act"), involved in the offer or sale of any of the Securities wil be named, and any commissions payable by us to the agent wil be set
forth, in the prospectus supplement relating to that offer or sale. Unless otherwise indicated in the prospectus supplement, any agent wil be
acting on a reasonable best efforts basis for the period of its appointment.
If so indicated in an applicable prospectus supplement, we wil authorize dealers acting as our agents to solicit offers by certain
specified institutions to purchase Securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on a specified date or dates in the future. Each Contract wil be for an
amount not less than, and the aggregate principal amount of Securities sold pursuant to Contracts shall be not less nor more than, the respective
amounts stated in the prospectus supplement. Institutions with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and chartable institutions and other institutions, but wil in all
cases be subject to our approval. Contracts wil not be subject to any conditions except (i) the purchase by an institution of the Securities
covered by its Contracts shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the
institution is subject, and (ii) if the Securities are being sold to underwriters, we shall have sold to those underwriters the total principal amount
of the Securities less the principal amount thereof covered by Contracts. Agents and underwriters wil have no responsibility in respect of the
delivery or performance of Contracts.
In connection with a paricular underwritten offering of Securities, the underwriters may engage in transactions that stabilize, maintain
or otherwise affect the prices of the classes or series of Securities offered, including stabilzing transactions and syndicate covering
transactions. A description of these activities, if any, wil be set forth in the prospectus supplement relating to that offering.
Underwriters, dealers or agents and their associates may be customers of, engage in transactions with or perform services for us and
our affilates in the ordinar course of business.
13
We wil indicate in a prospectus supplement the extent to which we anticipate that a secondar market for the Securities wil be
available. Unless we inform you otherwise in a prospectus supplement, we do not intend to apply for the listing of any series of the Securities on
a national securities exchange. If the Securities of any series are sold to or through underwriters, the underwriters may make a market in such
Securities, as permitted by applicable laws and regulations. No underwriter would be obligated, however, to make a market in the Securities, and
any market-making could be discontinued at any time at the sole discretion of the underwriters. Accordingly, we cannot assure you as to the
liquidity of, or trading markets for, the Securities of any series.
Underwriters, dealers and agents paricipating in the distribution of the Securities may be deemed to be "underwriters" within the
meaning of, and any discounts and commissions received by them and any profit realized by them on resale of those Securities may be deemed
to be underwriting discounts and commissions under, the Securities Act. Subject to some conditions, we may agree to indemnify the several
underwriters, dealers or agents and their controllng persons against specific civil liabilities, including liabilities under the Securities Act, or to
contribute to payments that person may be required to make in respect thereof.
During such time as we may be engaged in a distribution of the securities covered by this prospectus we are required to comply with
Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes us, any affiiated purchasers and any
broker-dealer or other person who participates in such distributing from bidding for or purchasing, or attempting to induce any person to bid for
or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M also restricts bids or
purchases made in order to stabilze the price of a security in connection with the distribution of that security. All of the foregoing may affect the
marketability of our securities.
14
LEGAL MATTRS
The validity ofthe Securities wil be passed upon for us by Perkins Coie LLP, counsel to the Company, 1 120 N. W. Couch Street,
Tenth Floor, Portland, Oregon 97209.
EXPERTS
The consolidated financial statements as of December 31, 2006 and for the nine-month period then ended, incorporated in this prospectus
by reference from our Transition Report on Form 10- K for the transition period from April 1, 2006 to December 31, 200, have ben audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the adoption of SFAS No. 158, Employers' Accountingfor Defined Benefit Pension
and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106 and 132(R), as of December 31,2(06), which is
incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
With respect to the unaudited interim financial information for the periods ended March 31, 2007, June 30, 2007 and 2006, and
September 30, 2007 and 2006, which are incorporated herein by reference, Deloitte & Touche LLP, an independent public accounting firm, has
applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of
such information. However, as stated in their reports included in our Quarerly Reports on Form lO-Q for the quarers ended March 31, 2007,
June 30, 2007 and September 30, 2007 and incorporated by reference herein, they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature
of review procedures applied. Deloitte & Touche LLP is not subject to the liability provisions of Section i 1 of the Securities Act of 1933 for its
reports on the unaudited interim financial information because those reports are not "reports" or a "part" of the registration statement prepared
or certified by an accountant within the meaning of Sections 7 and 11 of the Securities Act of 1933.
The consolidated financial statements as of March 31, 2006 and for each of the two years in the period ended March 31, 200 incorporated
in this prospectus by reference to the Transition Report on Form 10-K for the trasition period from April 1, 2006 to December 31, 2006 have
been so incorporated in reliance upon the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
15
PART II
INFORMTION NOT REQilRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIUTION.
Costs and expenses payable by us in connection with the issuance and distribution of the Securities being registered are set forth as
follows:
Le al fees and expenses *
Trustee fees *
Total $*
(1) In accordace with Rules 456(b) and 457(r), the Registrant is deferrng payment of all of the registration fee, except for $32,100 that
has been paid with respect to unsold securities previously registered under registration statement no. 333-128134 and registration
statement no. 333-140661. The previously paid registration fee wil be applied in lieu of a portion of the registration fee due for this
registration statement pursuant to Rule 457(p) under the Securities Act.
* To be provided in an amendment or filing, or exhibit thereto, with the SEC pursuant to the Exchange Act and incorporated herein by
reference.
ITM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Insofar as indemnification for liabilties arsing under the Securities Act may be permitted to the Company's directors and offcers
pursuant to the following provisions or otherwise, the Company has been advised that, although the validity and scope of the governing statute
have not been tested in court, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.
The Company's Third Restated Articles of Incorporation ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require the
Company to indemnify directors and offcers to the fullest extent not prohibited by law. The right to and amount of indemnfication ultimately
wil be subject to determination by a court that indemnification in the circumstances presented is consistent with public policy considerations
and other provisions of law. It is likely, however, that the Restated Articles would require indemnification at least to the extent that
indemnification is authorized by the Oregon Business Corporation Act ("OBCA"). The effect of the OBCA is summarzed as follows:
(a) The OBCA permits the Company to grant a right of indemnification in respect of any pending, threatened or completed action,
suit or proceeding, other than an action by or in the right of the Company, against expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred, provided the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawfuL. Indemnification is not permitted in connection with a proceeding in which a
person is adjudged liable on the basis that personal benefit was improperly received unless indemnification is permitted by a court upon a
finding that
II-I
the person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances. The termination of a proceeding by
judgment, order, settlement, conviction or plea of nolo contendere or its equivalent is not, of itself, determinative that the person did not meet
the prescribed standard of conduct.
(b) The OBCA permits the Company to grant a right of indemnification in respect of any proceeding by or in the right of the
Company against the reasonable expenses (including attorneys' fees) incurred, if the person concerned acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification may be grated if that
person is adjudged to be liable to the Company unless permitted by a court.
(c) Under the OBCA, the Company may not indemnify a person in respect of a proceedng described in (a) or (b) above unless
one of the following determines that indemnification is permissible because the person has met the prescribed standard of conduct:
(I) the Board of Directors of the Company (the "Board"), by majority vote of a quorum consisting of directors not at the time
parties to the proceeding;
(2) if a quorum of directors not pares to the proceeding cannot be obtained, by a majority vote of a committee of two or more
directors not at the time parties to the proceeding;
(3) by special legal counsel selected by the Board or the committee thereof, as described in (1) and (2) above;
(4) if special legal counsel cannot be selected as described in (3) above, then by special legal counsel selected by majority vote
of the full Board, including directors who are paries to the proceeding; or
(5) by the shareholders.
Authorization of the indemnification and evaluation as to the reasonableness of expenses are to be determined as specified in anyone of (1)
though (5) above, except that if the determination of that indemnification's permissibilty is made by special legal counsel, then the
determination of the reasonableness of those expenses is to be made by those entitled to select special legal counseL. Indemnification can also
be ordered by a court if the court determines that indemnification is fair in view of all of the relevant circumstances. Notwithstanding the
foregoing, every person who has been wholly successful, on the merits or otherwise, in defense of a proceeding described in (a) or (b) above is
entitled to be indemnified as a matter of right against reasonable expenses incurred in connection with the proceeding.
(d) Under the OBCA, the Company may pay for or reimburse the reasonable expenses incurred in defending a proceeding in
advance of the final disposition thereof if the director or officer receiving the advance furnishes (i) a written affrmation of the director's or
offcer's good faith belief that he or she has met the prescribed standard of conduct and (ii) a written undertaking to repay the advance if it is
ultimately determined that that person did not meet the standard of conduct.
The rights of indemnification described above are not exclusive of any other rights of indemnification to which officers or directors may
be entitled under any statute, agreement, vote of shareholders, action of directors or otherwise. Resolutions adopted by the Board require the
Company to indemnify directors and officers of the Company to the fullest extent permitted by law and are intended to create an obligation to
indemnify to the fullest extent a court may find to be consistent with public policy considerations. MEHC maintains directors' and offcers'
liabilty insurance coverage which insures the Company's directors and offcers against specific liabilties.
In addition, under the form of underwriting agreement that the Company expects to enter into in connection with any issuance of the
Securities, in certain circumstances, the underwriters wil agree to indemnify the Company against certain liabilties, including liabilities under the
Securities Act.
11-2
ITEM 16. EXHffITSAND FINANCIA STATEMENT SCHEDULES.
(a) Exhibits
A list of exhibits included as par of this Registration Statement is set forth in an Exhibit Index, which immediately precedes the exhibits.
ITEM 17. UNDERTAKIGS.
(a)The undersigned registrant hereby undertakes:
(I)To fie, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(A) To include any prospectus required by section 1O(a)(3) of the Securities Act;
(B) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
fied with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registrtion Fee" table
in the effective registration statement; and
(C) To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that pargraphs (a)(1)(A), (a)(1)(B) and (a)(l)(C) do not apply if the informaton reuired to
be included in a post-effective amendment by those paragraphs is contained in periodic reports fied with or furnshed to the
Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement, or is contained in a form of prospectus fied pursuant to Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining any liabilty under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liabilty under the Securities Act to any purchaser:
(A) Each prospectus fied by the registrant pursuant to Rule 424(b )(3) shall be deemed to be par of the registration
statement as of the date the fied prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be fied pursuant to Rule 424(b )(2), (b )(5), or (b )(7) as par of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1 )(i), (vii), or (x) for the purpose of providing
the information required by section lO(a) ofthe Securities Act shall be deemed to be par of and included in the
registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liabilty
purposes of the issuer and any person that is at that datè an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that is part ofthe registration statement or
made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement wil, as to a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
II-3
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primar offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, the undersigned registrant wil be a seller to the purchaser
and wil be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be fied
pursuant to Rule 424;
(ü) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
(iü) The portion of any other free writing prospectus relating to the offering containing material information about an
undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrt hereby undertakes that, for purposes of determining any liabilty under the Securities Act, each
filing of the registrant's annual report pursuant to section 13(a) or section 15( d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15( d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnfication for liabilities arsing under the Securities Act may be permtted to directors, offcers and controllng
persons of the registrant pursuant to the provisions described under Item 15, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilties (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controllng person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, offcer or controllng person in connection with the securities being registered, the registrant wil, unless in the opinion of its
counsel the matter has been settled by controllng precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and wil be governed by the final adjudication of such issue.
II-4
SIGNATUES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on Januar 9, 2008.
PACIFICORP
By: lsI David J. Mendez
David J. Mendez
Senior Vice Prsident and Chief Financial Offcer
Each person whose individual signature appears below hereby authorizes and appoints David J. Mendez, Bruce N. Wiliams and
Jeffery B. Erb, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and
lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually
and in each capacity stated below, and to fie, any and all amendments (including post-effective amendments) to this registration statement, and
to fie the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grating
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the following persons
on Januar 9,2008 in the capacities indicated.
lsI Gregory E. Abel
Gregory E. Abel
Chairman of the Board of Directors and Chief Executive Officer (Prncipal Executive
Officer)
lsI David J. Mendez
David J. Mendez
Senior Vice President, Chief Financial Offcer and Director (Pnncipal Financial Officer
and Prncipal Accounting Officer)
lsI Douglas L. Anderson
Douglas L. Anderson
Director
lsI Brent E. Gale
Brent E. Gale
Diretor
lsI Patrck J. Goodman
Patrick J. Goodman
Director
lsI Natale L. Hocken
Natale L. Hocken
Director
lsI A. Robert Lasich
A. Robert Lasich
Director
lsI Mark C. Moench
Mark C. Moench
Director
lsI Patrck Reiten
Patrick Reiten
Director
lsI A. Richard Walje
A. Richard Walje
Diretor
II-5
EXHIT INEX
EXHffITNO.
1.
4.1*
DESCRIION
Form of Underwriting Agreement relating to Additional Bonds
Mortgage and Deed of Trust dated as of Januar 9,1989 between the Company and The Ban of New York (as successor
trustee to JPMorgan Chase Ban, N.A.), Trustee, Ex. 4-E, Form 8-B, File No. 1-5152 as supplemented and modified by
twenty-one Supplemental Indentures as follows:
Dated File NumberExbibitNumberFile Type
4.2 Form of Additional Bond
5.1 Opinon of Perkins Coie LLP
12.1 Statements re: Computation of Ratios of Earings to Fixed Charges
15.1 Awareness Letter of Deloitte & Touche LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Price waterhouse Coopers LLP
23.3 Consent of Perkins Coie LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
25.1 Statement of Eligibilty under the Trust Indenture Act of 1939, as amended, of The Ban of New York, as Trustee, under the
Mortgage and Deed of Trust, dated as of Januar 9,1989 between the Company and The Bank of New York, as successor
trustee, as supplemented and modified, relating to Additional Bonds
* Incorporated by reference.
II-6
EXHIBIT 1.
$
PACIFICORP
First Mortgage Bonds
% Series Due
UNDERWRITING AGREEMET
(DATE)
(Underwriters' Representative(s))
(Address( es)J
Dear Sirs:
1. Introductory. PacifiCorp, an Oregon corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to_and_ (the "Underwrters") U.S. $_ principal amount of its First Mortgage Bonds, _% Series due _ (the "Offered
Securities") to be issued under that certain Mortgage Deed and Trust, dated as of January 9, 1989, with The Ban of New York, as successor
trustee (the "Trustee"), as heretofore amended and supplemented by the supplemental indentures thereto and as further amended and
supplemented by a supplemental indenture to be dated (collectively, the "Mortgage") pursuant to the registration statements on Form S-3
(File No. 333-_) fied on January 8, 2008, as amended to date (the "Intial Registration Statement"). The Mortgage has been qualified under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Securities and Exchange
Commission (the "Commssion") under the Trust Indenture Act. The United States Securities Act of 1933, as amended, is herein referred to as
the "Securities Act," and the rules and regulations of the Commission thereunder are herein referred to as the "Rules and Reguations."
The Company hereby agrees with the several Underwriters as follows:
2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the several
Underwriters that:
(a) The Initial Registration Statement in respect of the Offered Securities has been fied 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 all documents
incorporated by reference in the prospectus contained in such Initial Registration Statement, including any prospectus supplement
relating to the Offered Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Securities Act to be
par of the Initial Registration Statement, has been declared effective by the Commission in such form; 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 "Registration Statement"), fied pursuant to Rule 462(b) under the Securities Act, which, if so filed, beam effective
upon filng, and no other document with respect to the Initial Registration Statement or
any document incorporated by reference therein has heretofore been fied or transmitted for filing with the Commission with respect to
the offering contemplated by the Initial Registration Statement (other than documents filed after the filng date of the Initial Registration
Statement under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and prospectuses fied pursuant to Rule 424
(b) of the Rules and Regulations, each in the form heretofore delivered to the Underwriters); and no stop order suspending the
effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if
any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission.
(b) A preliminar prospectus and a final prospectus relating to the Offered Securities to be offered by the
Underwriters have been prepared by the Company. Such preliminary prospectus (including the documents incorporated by reference
therein) is hereinafter referred to as, the "Preliminary Prospectus"; such form of final prospectus relating to the Offered Securities fied
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 "Prospectus." The Preliminary Prospectus, as amended or supplemented as of the Applicable Time (as
defined below), when considered together with the final term sheet fied 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 necessar in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its
date and as of the Closing Date (as defined below), did not and wil not include any untrue statement of a material fact or omit to state
any material fact necessar in order to make the statements therein, in the light of the 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 conflct with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each
such Issuer Free Writing Prospectus, 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 circumstances under 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, the Prospectus 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 the only such information is that described as such in Section 7(b) hereof. For purposes of this Agreement,
the "Applicable Time" is p.m., New York City Time, on the date of this Agreement.
At the earliest time after the fiing of the Initial Registration Statement that the Company or another offering paricipant 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 issuet' as defined in Rule 405
under the Securities Act.
(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the
Registration Statement or the Prospectus when made wil 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 supplements to the Registration
Statement when made wil conform, in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations
of the Commission thereunder. The Registration Statement as of the applicable Effective Date and any amendments thereto as of the
Closing Date does not and wil not contain an untrue statement of a material fact
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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 the Closing Date does not and wil not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessar to make the statements therein, in the light of 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 and the
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 substantial properties or in which the conduct of its business requires such qualification, except
where the failure to so qualify would not have a material adverse effect on the financial condition, business or results of operations of
the Company and its subsidiares taken as a whole (a "Material Adverse Effect").
(e) The Mortgage has been duly authorized, executed and delivered by the Company, and constitutes a valid and
legally binding instrument of the Company enforceable against the Company in accordance with its terms, except as limited by
bankruptcy, insolvency, fraudulent conveyance, reorganzation 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, when authenticated and delivered in
accordance with the Mortgage and paid for by the purchasers thereof, wil constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms, except as limited by banruptcy, 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 wil be entitled to the benefit of the security afforded by the Mortgage;
and the Offered Securities conform to the description thereof in the Disclosure Package and the Prospectus.
(g) No consent, approval, authorization or order of, or filng or registration by the Company with, any court,
governmental agency or third pary is required for the consummation of the transactions contemplated by this Agreement and the
Mortgage in connection with the issuance and sale of the Offered Securities by the Company and the use of the proceeds of the
offering 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 the Company and is a valid and legally
binding agreement of the Company enforceable against the Company in accordance with its terms, except as limited by bankptcy,
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 subject to any principles of public policy limiting the
right to enforce the indemnification and contribution provisions contained herein.
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(i) Except as disclosed in the Disclosure Package and the Prospectus, the Company has good and suffcient title to all
the properties described as owned or leased by it (the "Properties"), subject to minor defects and irregularties customarly found in
properties of like size and character that do not materially impair the use of the property affected thereby in the operation of the
business of the Company.
G) The Company is not in violation of (i) the Articles of Incorporation (the "Articles") or its Bylaws, as amended, or
in default in the pedormance or observance of any material obligation, covenant or condition contained in any contract, agreement or
other instrument to which it is a pary 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 trasactions herein or therein contemplated, the fulfillment of the terms hereof or thereof nor
compliance with the terms and provisions hereof or thereof wil conflct 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 pary 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 subsidiar would be reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the abilty of the Company to pedorm its
obligations pnder this Agreement or the Mortgage.
i
I (I) The consolidated financial statements included or incorporated by reference in the Disclosure Package and theProspectus present fairly the financial condition and operations of the Company and its consolidated subsidiares at the respective
dates or for the respective periods to which they apply; such financial statements have been prepared in each case in accordance with
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 the Prospectus, 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 arsing from transactions in the ordinary course of business), or
any material adverse change in the business, affairs, business prospects, 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 any
material transaction entered into by the Company other than transactions contemplated by the
4
Disclosure 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 Package and the Prospectus.
(n) The Company (i) makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Company and its consolidated subsidiares and (ii) maintains a system of
internal accounting controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance with
management's general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements
in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain
accountability for assets; (3) access to assets is permitted only in accordance with management's 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 par of the Company or, to the knowledge of the Company, any of the
Company's directors or executive officers in their respective capacities as such, to comply in all material respects with the provisions of
the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.
3. Purchase,. Sale and Delivery of Offered Securities. On the basis of the representations, waranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally
and not jointly, to purchase from the Company, at a purchase price of % of the principal amount thereof plus accrued interest, if any, from
(DATE) 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 wil deliver against payment of the purchase price the Offered Securities to be purchased 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 Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of
Cede & Co., as nominee for DTC. Interests in the Global Securities wil be held only in book-entr 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
ban acceptable to the Underwriters drawn to the order of the Company, at the office of Latham & Watkns LLP, 885 Third Avenue, New York,
New York, 10022, at 10:00 A.M., (New York time), on (DATE), 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 the "Closing Date," against delivery to the Trustee as custodian
for DTC of the Global Securities. The Global Securities wil be made available for checking at the above offce of Latham & Watkns LLP at least
24 hours prior to the Closing Date.
4. Representations by Underwriters; Resale by Underwriters.
(a) Each of the Underwriters severally represents and agrees that (i) it has only communicated or caused to be
communicated and wil only communicate or cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning
5
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
wil 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 wil 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 opemte 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,OO,OOO, and (3) an annual net turnover of more than €50,OO,OOO, as shown in its last annual or consolidated accounts; or (ii)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 vared in that Member State
by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means
Directive 2003171ÆC 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 wil 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 Securities, nor wil it offer or sell, or be made the subject of an invitation for
subscription or purchase, 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
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Singapore (the "FSA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), 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 SFA.
(d) It wil not offer or sell any Offered Securities, directly or indirectly, in Japan or to, 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 compliance with, the Securities and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
(e) Each Underwriter represents and agrees that, without the prior consent of the Company and the Underwriters,
other than one or more term sheets relating to the Offered Securities containing customar information, it has not made and wil not
make any offer relating to the Offered Securities that would constitute a free writing prospectus; and 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.
5. Certain Agreements of the Company. The Company agrees with the several Underwriters that:
(a) It wil prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b)
under the Securities Act not later than the Commission's close of 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 bereasonably disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives
notice thereof, of the time when any amendment to the Registration Statement has been fied or becomes effective or any amendment or
supplement to the Prospectus has been fied 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 time required by such Rule; to fie promptly all other material required to be fied by the Company with the Commission
pursuant to Rule 433(d) under the Securities Act; to file promptly all reports and any definitive proxy or information statements required
to be fied 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 Preliminar Prospectus
or other prospectus in respect of the Offered Securities, of the suspension of the qualification of the Offered Securities for offering or
sale in any jurisdiction, of the 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
fiing a new registration statement, at its own expense, as may be necessar to permt offers and sales of the Offered Securities by the
7
Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement).
(b) Pror to 10:00 a.m., New York City time, on the New York Business Day next succeedng the date of this
Agreement and from time to time, to furnish the Underwriters with 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 in Rule 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
necessar in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus
(or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it
shall be necessary during such same period to amend or supplement the Prospectus or to fie 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 fie 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 wil 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 i 73(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 i 0(a)(3) of the Securities Act.
(c) To make generally available to its securityholders as soon as practicable, but in any event not later than
16 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earings statement of the
Company and its subsidiares (which need not be audited) complying with Section i l(a) of the Securities Act and the Rules and
Regulations thereunder (including, at the option of the Company, Rule 158);
(d) The Company wil arange for the qualification of the Offered Securities for sale and the determnation of their
eligibilty for investment under the laws of such jurisdictions in the United States and Canada as the Underwriters designate and wil
continue such qualifications in effect so long as required for the resale of the Offered Securities by the Underwriters, provided that the
Company wil not be required to qualify as a foreign corporation, to fie 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 wil pay all expenses incident to the performance of its obligations under this Agreement and the
Mortgage, for any fiing 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 eligibilty 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
8
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 Offered Securities, for any travel expenses of the Company's
offcers 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 wil 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 the Closing 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 affliates has or wil, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its
affiiates 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 affiiates wil 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 wil not, without the prior written
consent of the Underwriters, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or fie 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 fie a Rule 462(b) Registration Statement with
the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date ofthis Agreement, and the Company
shall at the time of filing either pay to the Commission the fiing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.
(i) The Company (i) represents and agrees that, other than the final term sheet prepared and fied pursuant to
Section 5(a) hereof, without the prior consent of the Underwriters, it has not made and wil 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 fiing with the
Commission or retention where required and legending.
6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Offered
Securities wil be subject to the accuracy of the representations and waranties on the part of the Company herein, to the accuracy of the
statements of offcers 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:
9
(a) The Prospectus as amended or supplemented in relation to the applicable Offered Securities shall have been fied
with the Commission pursuant to Rule 424(b) withn 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.M., Washington, D.C. time, on the date hereof; no stop
order suspending the effectiveness of the Registration Statement or any par 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 par of the Commission shall have been complied with.
(b) (i) On the date hereof, PrcewaterhouseCoopers 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 statements on which it reported, it was an independent registered public accounting firm with respect to the
Company and its subsidiares within the meaning of the Securities Act, the Exchange 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 Preliminar Prospectus as of a paricular 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
Preliminar Prospetus 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 Preliminar 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 PrcewaterhouseCoopers LLP which meets
the requirements of subsection (b )(i) of this Section, except that (A) the specified date referred to in such subsection wil be a date not
more than three days prior to the Closing Date for the purposes of this subsection, and (B) references to the Preliminar Prospectus wil
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 subsidiares within the meaning of the Securities Act, the Exchange 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
10
respective dates as of which specified financial information is given in the Preliminar Prospectus as of a paricular 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
Preliminar 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
offcials of the Company who have responsibilty 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 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
(C) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and
other financial information contained in the Preliminar 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 subsidiares 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, except that (A) the specified date referred to in such subsection wil be a
date not more than one day prior to the Closing Date for the purposes of this subsection, and (B) references to the Preliminar
Prospectus wil 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,
11
properties or results of operations of the Company and its subsidiares 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 surveilance 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
downgrding, of such rating); (ii) 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 banng moratorium declared by U.S. Federa 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, 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 form of Exhibit A hereto.
(0 The Underwriters shall have received an opinion, dated the Closing Date, of Perkins Coie LLP, speial counsel to
the Company, in substantially the form of Exhibit B hereto.
(g) The Underwriters shall have received from Latham & Watkns LLP, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, in form 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 offcer of the Company in which such officers, to the best of their knowledge after reasonable
investigation, shall state that: (i) the representations and waranties of the Company in this Agreement are true and correct, or true and
correct in all material respects where such representations and waranties are not qualified by materiality or Material Adverse Effect;
(ii) that the Company has complied with all agreements and satisfied all conditions on its par to be performed 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 Preliminar Prospectus, there has been no material adverse change, nor any development or event involving a
prospective material adverse change, in the financial condition, business or results of operations of the Company and its subsidiares
taken as a whole except as set forth in the Disclosure Package and the Prospectus or as described in such certificate.
The Company wil (i) furnish the Underwriters with such conformed copies of such opinions, certficates, letters and documents as the
Underwriters reasonably request. The Underwriters may waive compliance with any conditions to their obligations hereunder.
12
7. Indemnification and Contribution.
(a) The Company wil indemnify and hold harless each Underwriter, its parers, 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 or
liabilties, joint or several, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as
such losses, claims, damages or liabilties (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 Preliminar 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 Issuer Free Writing
Prospectus, or any "issuer information" fied or required to be fied pursuant to Rule 433(d) under the Act, arse out of or are based upon the
omission or alleged omission to state therein a material fact necessar in order to make the statements therein made, in light of the circumstances
under which they were made (in the case of the Registration Statement, necessar in order to make the statements therein not misleading), not
misleading, including any losses, claims, damages or liabilties arising out of or based upon the Company's failure to perform its obligations
under Section 5(a) of this Agreement, and wil 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, liabilty or action as such expenses are incurred;
provided, however, that the Company wil not be liable in any such case to the extent that any such loss, claim, damage or liabilty arises 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 Preliminar Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting
any such losses, claims, damages or liabilties (or actions in respect thereof), in connection with clauses (i) through (iii) below, purchased
Offered Securities, or any person controllng such Underwriter, where it shall have been determined 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 Preliminar Prospectus,
dated , contains an untrue statement of material fact or omits to state therein a material fact necessar in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, (ii) such untre statement or omission of a material fact
was corrected in an amended or supplemented Preliminar Prospectus and such corrected Preliminary Prospectus was provided to such
Underwriter sufficiently in advance of the Applicable Time so that such corrected Preliminary Prospectus could have been conveyed to such
person prior to the Applicable Time and (ii) such corrected Preliminar Prospectus was not conveyed to such person at or prior to the
Applicable Time to such person.
(b) Each Underwriter wil severally and not jointly indemnify and hold harmless the Company, its directors and offcers 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
liabilties to which the Company may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilties (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 Preliminar 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 Issuer Free 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, necessar in order to make the
statements therein not misleading), not misleading, in each case to the extent, but only to the extent, that
13
such 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 Underwriter specifically for use therein, and wil reimburse any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such
expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following
information in the Preliminar Prospectus and Prospectus furnished on behalf of each Underwriter: under the caption "Underwriting",
paragraphs 3, 4 (second sentence only) 5 and 6; provided, however, that the Underwriters shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Company's failure to perform its obligations under Section 5(a) of this Agreement.
(c) Promptly after receipt by an indemnified pary under this Section of notice of the commencement of any action, such
indemnified pary wil, if a claim in respect thereof is to be made against the indemnfying pary under subsection (a) or (b) above, notify the
indemnifying pary of the commencement thereof; but the omission so to notify the indemnfying pary wil 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 shall not relieve it from any liabilty 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 pary and it notifies the indemnifying pary of the commencement thereof,
the indemnifying pary wil be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying pary similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified pary, be counsel to the indemnifying pary), and after notice from the indemnifying pary to such indemnfied pary of its
election so to assume the defense thereof, the indemnifying pary wil not be liable to such indemnified pary 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 pary shall have the right to employ counsel to represent the indemnified pary and their
respective controllng persons who may be subject to liabilty arsing out of any claim in respect of which indemnity may be sought by the
indemnified pary against the indemnifying pary 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 pary or
the indemnified pary, representation of both paries by the same counsel would be inappropriate due to actual or likely conflcts 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 pary shall, without the prior written consent of the indemnified pary (which consent shall not be
unreasonably withheld), effect any settlement of any pending or threatened action in respect of which any indemnified pary is or could have
been a party and indemnity could have been sought hereunder by such indemnified party unless such settement (i) includes an unconditional
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, culpabilty or failure to act by or on behalf of any indemnified pary.
(d) If the indemnification provided for in this Section is unavailable or insuffcient to hold harmless an indemnified pary under
subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified pary 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
14
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred 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 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 paries' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement
or omission. The amount paid by an indemnified pary as a result of the losses, claims, damages or liabilties referred to in the first sentence of
this subsection (d) shall be deemed to include any legal or other expenses 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 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this 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 meanng of the
Securities Act or the Exchange Act; and the obligations of the Underwriters under this Section shall be in addition to any liabilty 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 Offered Securities 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 arangements
satisfactory to the Company for the purchase of such Offered Securities by other persons, including themselves, but if no such arangements
are made by the Closing Date, the non-defaulting Underwriters 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 i 0% 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 such default, this Agreement wil
terminate without liability on the par of the non-defaulting Underwriters or the 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, wil relieve a defaulting Underwriter from liabilty for its default.
15
9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, waranties and
other statements of the Company or its officers and of the several Underwriters set fort in or made pursuant to this Agreement wil remain in full
force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or
any of their respective representatives, officers or directors or any controllng person, and wil survive delivery of and payment for the Offered
Securities. If this Agreement is terminated pursuant to Section 8 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 remain responsible 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 (ii), (v), (vi) or (vii) of Section 6(c), the Company wil
reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurrd 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
paries or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciar 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 counection 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; (ii) 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 wil be performed solely for the benefit of the Underwriters and not on behalf of the Company. The
Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in
connection with this offering.
i 1. Notices. All communications hereunder wil be in writing and, if sent to the Underwriters, wil be mailed, delivere or faxed andconfirmed to each of , or, if sent to the Company, wil be mailed delivered or
telegraphed and confirmed to it at PacifiCorp, 825 NE Multnomah, 18th Floor, Portland, OR 97232, Attention: Legal Deparent; provided,
however, that any notice to a Underwriter pursuant to Section 7 wil be mailed, delivered or faxed and confirmed to such Underwriter.
12. Successors. This Agreement wil inure to the benefit of and be binding upon the paries hereto and their respective successors and
the controllng persons referred to in Section 7, and no other person wil have any right or obligation hereunder.
13. Counterparts. This Agreement may be executed in any number of counterpars, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same Agreement.
16
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.
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.
17
If the foregoing is in accordance with the Underwriters' understanding of our agreement, kindly sign and return to us one of the
counterpars hereof, whereupon it wil become a binding agreement between the Company and the several Underwriters in accordance with its
terms.
Very truly yours,
PacifiCorp
By:
Name:
Title:
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
(Underwriters'Representatives)
By:
Name:
Title:
(Underwriting Agreement)
SCHEDULE A
Total $
(Underwriting Agreement)
SCHEDULE D(i)
Issuer Free Writing Prospectuses
See Schedule B(ii)
(Underwriting Agreement)
SCHEDULE B(ii)
FIAL TERM SHEET
Expected Ratings:
$Offerin Size:
Trade Date:
Maturity:
US Treasury Spot:
Spread to Treasury:
Price to Public (Issue Price):
Optional Redemption:
Bookrnners:
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 fied 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 wil arange to send you the prospectus if you request it bycalling , at , at , or , at
(Underwriting Agreement)
EXHmITA
Form of Opinion of Mark C. Moench, General Counsel of the Company
(Underwriting Agreement)
EXHffITB
Form of Opinion of Perkins Coie LLP, special counsel to the Company
(Underwriting Agreement)
EXHIIT 4.2
EXCEPT AS OTHRWISE PROVIDED IN SECTION 2.16 OF THE MORTGAGE HEREINAFR REFERRED TO, THS BOND MAYBE
TRNSFERRD, IN WHOLE BUT NOT IN PART, ONLY TO THE DEPOSITORY, ANOTHER NOMINEE OF THE DEPOSITORY OR TO A
SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
THS BOND IS A GLOBAL SECURITY WIN THE MEANNG OF THE MORTGAGE HERENAFTR REFERRD TO AN IS REGISTERED
IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS BOND IS EXCHAGEABLE FOR BONDS REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE MORTGAGE, AND NO TRASFER OF THIS BOND (OTHER THAN A TRASFER OF THIS BOND AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINE OF THE
DEPOSITORY) MAYBE REGISTERED EXCEPT IN LIMTED CIRCUMSTANCES.
UNESS THIS BOND IS PRESENTED BY AN AUTHORIZD REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STRET, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRTION OF TRSFER, EXCHANGE OR PAYMENT, AND NY BOND
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTTY AS REQUESTED BY AN AUTHORID
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY, ANY TRSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFU INASMUCH AS
THE REGISTERED OWNR HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PACIFlCORP
% Series Due
(A Series of First Mortgage Bonds)
No.
Date:
US$
Cusip:
PACIFICORP, an Oregon corporation (the "Company"), for value received, hereby promises to pay to CEDE & CO. or registered
assigns, on , at the office or agency of the Company in the Borough of Manhattan, The City of New York, the sum of
Dollars, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private
debts, and to pay interest thereon from the (Date) or (Date) next preceding the date hereof, or if no interest has been paid on the bonds of this
series, from (Date), at the rate of _ per centum (_ %) per aunum, in like coin or currency at such offce or agency on (Date) and (Date)
in each year (each, an "Interest Payment Date"), commencing on (Date). until the principal of this bond shall have been paid or duly provided
for; provided that the interest so payable on any Interest Payment Date wil, subject to certain exceptions set out in the
Supplemental Indenture (hereinafter mentioned), be paid to the person in whose name this bond (or any bond previously Outstanding
in transfer or exchange for which this bond was issued) is registered on the Record Date next preceding such Interest Payment Date; provided,
however, that interest payable upon maturity or earlier redemption wil be payable to the person to whom principal is payable. So long as this
bond remains in book-entry only form, the Record Date for each Interest Payment Date wil be the close of business on the Business Day before
the applicable Interest Payment Date, and, if this bond is not in book-entry only form, the Record Date for each Interest Payment Date wil be the
close of business on the _ calendar day of the month of the Interest Payment Date (whether or not a Business Day).
"Business Day" means, for purposes of the preceding two paragraphs, a day other than (i) a Saturday or a Sunday, or (ii) a day on
which banng institutions in The City of New York are authorized or obligated by law or executive order to remain closed.
The amount of interest payable wil be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest
Payment Date is not a Business Day, then payment of the interest payable on that date wil he made on the next succeeding day which is a
Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such
date.
i. This bond is one of an issue of bonds of the Company issuable in series and is one of a series known as its First Mortgage
Bonds, % Series Due to be issued under and equally secured by a Mortgage and Deed of Trust (herein, together with any
indenture supplemental thereto, including the _ Supplemental Indenture dated as of , the "Mortgage"), dated as of Januar 9,
1989 executed by the Company to JPMorgan Guaranty Trust Company, as trustee (The Ban of New York as successor). Reference is made to
the Mortgage for a description of the property mortgaged, and pledged, the nature and extent of the security, the rights of the holders of the
bonds and of the Trustee in respect thereof, the duties and immunities of the Trustee and the terms and conditions upon which the bonds are,
and are to be, secured, the circumstances under which additional bonds may be issued and the definitions of certain terms hereinafter used.
With the consent of the Company and to the extent permitted by and in the manner provided in the Mortgage, the rights and
obligations of the Company and/or the rights of the holders of the bonds and/or coupons and/or the terms and provisions of the Mortgage may
be modified or altered by affirmative vote of the holders of at least sixty per centum (60%) in principal amount of bonds then Outstanding under
the Mortgage, all voting as a single class or, if the rights of the holders of one or more, but less than all, series of bonds then Outstanding are to
be adversely affected, then by affirmative vote of the holders of at least sixty per centum (60%) principal amount of those bonds then
Outstanding so to be adversely affected, all voting as a single class (excluding in any case bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided that no such modification or alteration shall, without the consent of the
holder hereof, impair or affect the right of the holder to receive payment of the principal of (and premium, if any) and interest on this bond, on or
after the respective due dates expressed herein, or to institute suit for the enforcement of any such payment on or after such respective dates, or
permit the creation of and lien ranking equal or prior to the Lien of the Mortgage or deprive the bolder of the benefit of a lien on the Mortgaged
2
and Pledged Property or reduce the percentage vote required to effect such modifications or alterations.
The Company has reserved the right, without any consent or other action by holders of bonds of the Ninth Series known as First
Mortgage and Collateral Trust Bonds, Secured Medium-Term Notes, Series F, or any other series of bonds subsequently created under the
Mortgage (including the bonds of this series), to amend the Mortgage in order to except from the Lien of the Mortgage allowances allocated to
steam-electrc generating plants owned by the Company, or in which the Company, or in which the Company has interests, pursuant to Title iv
of the Clean Air Act Amendments of 1990 as now in effect or as hereafter supplemented or amended.
2. The principal hereof may be declared or may become due prior to the maturity date hereinbefore named on the conditions, in
the mauner and at the time set forth in the Mortgage, upon the occurrence of a Default as in the Mortgage provided.
3. The bonds of this series redeemable, in whole or in par, at any time and at the Company's option, at a redemption price equal
to (A) the greater of: (i) one hundred per centum (100%) of the principal amount of bonds of this series then Outstanding to be redeemed, or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus _ basis points, as calculated by an Independent Investment
Banker; plus (B) accrued and unpaid interest thereon to the date on which such bonds are to be redeemed (the "Redemption Date"). Unless the
Company defaults in payment of the redemption price, on and after the Redemption Date interest wil cease to accrue on the bonds of this series
or portions thereof called for redemption.
For purposesofthis Section 3:
"Adjusted T~easury Rate" means, with respect to any Redemption Date: (A) the yield, under the heading which represents the average
for the immediately preceding week, appearng in the most recently published statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if of no maturity is within three months before or after the Remaining Life, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue wil be determned and the Adjusted Treasury Rate wil be
interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (B) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-
annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Adjusted Treasury Rate wil be
calculated on the third Business Day preceding the Redemption Date.
3
"Business Day" means a day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The State of New York
are authorized or obligated by law or executive order to remain closed.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Baner as having a
maturity comparable to the remaining term of the bonds of this series to be redeemed that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such bonds (the "Remaining Life").
"Comparable Treasury Price" means (1) the average of four Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers, appointed by the Company and its successors, or if
that firm is unwiling or unable to serve as such, an independent investment and banking institution of national standing appointed by the
Company.
"Reference Treasury Dealer" means: (A) each of and and their
respective successors; provided that, if either such entity ceases to be a primar U.S. Government securities dealer in New York City (Primar
Treasury Dealer), the Company wil substitute another Prmar Treasury Dealer; and (B) any other Primar Treasury Dealers selected by the
Company.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Independent Investment Baner, of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the Independent Investment Baner at 5:00 p.m., New York City time, on
the third Business Day preceding such Redemption Date.
The Company shall give the Trustee notice of such redemption price immediately after the calculation thereof, and the Trustee shall
have no responsibilty for such calculation.
4. Ths bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his, her or its duly
authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, upon surrender and
cancellation ofthis bond, together with a written instrument of transfer, if required by the Company, duly executed by the registered owner or by
his, her or its duly authorized attorney, and, thereupon, a new fully registered bond of the same series for a like principal amount wil be issued to
the transferee in exchange herefor as provided in the Mortgage. Subject to the foregoing provisions as to the person entitled to receive payment
of interest hereon, the Company and the Trustee may deem and treat the person in whose name this bond is registered as the holder and the
absolute owner hereof for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be
affected by any notice to the contrary.
4
5. In the manner prescribed in the Mortgage, any bonds of this series, upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, The City of New York, are exchangeable for a like aggregate principal amount of fully
registered bonds of the same series of other authorized denominations.
6. As provided in the Mortgage, the Company shall not be required to make transfers or exchanges of bonds of any series for a
period of fifteen (15) days next preceding any designation of bonds of such series to be redeemed, and the Company shall not be required to
make transfers or exchanges of any bonds designated in whole or in par for redemption.
7. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this bond against any incorporator
or any past, present or future subscriber to the capital stock, shareholder, officer or director of the Company or of any predecessor or successor
corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or
constitution or by the enforcement of any assessment or otherwise, all such liabilty of incorporators, subscribers, shareholders, officers and
directors being released by the holder or owner hereof by the acceptance of this bond and being likewise waived and released by the terms of
the Mortgage.
This bond shall not become obligatory until The Ban of New York., a New York banking association, the Trustee under the Mortgage,
or its successor thereunder, shall have signed the form of authentication certificate endorsed hereon.
(SIGNATURE PAGE FOLLOWS)
5
IN WITNESS WHEREOF, PacifiCorp has caused this bond to be signed in its corporate name by its Chairman of the Boar, President
and Chief Executive Offcer, or one of its Vice Presidents, by his or her signature or a facsimile thereof, and its corporate seal to be impressed or
imprinted hereon and attested by its Secretar, or one of its Assistant Secretares, by his or her signature or a facsimile thereof.
PACIFICORP
Dated:
Name:
Title:
(SEAL)
Attest:
Name:
Title:
TRUSTEE'S AUTHENTICA nON CERTIFCATE
This bond is one of the bonds of the series herein designated, described or provided for in the within mentioned Mortgage.
THE BANK OF NEW YORK,
As Trustee
Authorized Officer
(Bond)
EXIIT 5.1
Januar 9, 2008
PacifiCorp
825 NE Multnomah Stret
Portland, Oregon 97232
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to PacifiCorp, an Oregon corporation (the "Company"), in connection with a registration statement
(the "Registration Statement") on Form S-3 (333- ) fied with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Act of 1933 (the "Securities Act") and the rules and regulations promulgated thereunder (the "Rules"), for the registration of
the sale by the Company of debt securities of the Company in the form of First Mortgage Bonds (the "Securities").
We understand that the Securities wil be sold or delivered from time to time as set forth in the Registration Statement, the applicable
prospectus contained therein (the "Prospectus") and supplements to the Prospectus (the "Prospectus Supplements"). The Securities wil be
issued in one or more series pursuant to the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and The Ban of
New York, as successor Trustee, as amended and supplemented (the "Mortgage"). The Mortgage is in the form fied as an exhibit to the
Registration Statement.
In our capacity as counsel to the Company we have examined (a) the Registration Statement, (b) the Mortgage and (c) the onginals, or
copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, offcers of the Company and other
persons, and such other documents, agreements and instruments as we have deemed necessary as a basis for the opinions expressed below. In
our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all
documents submitted to us as copies, and the truth, accuracy and completeness of the information, representations and waranties contained in
the Registration Statement and such other documents, agreements and instruments.
PacifiCorp
Januar 9, 2008
Page 2
For purposes of the opinions expressed below, we also assume that (a) the Registration Statement, and any amendments or
supplements thereto (including any necessary post-effective amendments), shall have become effective under the Securities Act, (b) the
Company and the Trustee shall have complied with the terms and conditions of the Mortgage regarding the creation, authentication and
delivery of any supplemental indenture to the Mortgage, (c) a Prospectus Supplement shall have been prepared and fied with the Commission
describing the Securities offered thereby, (d) all Securities shall be issued and sold in compliance with applicable federal, state and foreign
securities laws and in the manner stated in the Registration Statement and the appropriate Prospectus Supplement and (e) the Mortgage has
been duly authorized, executed and delivered by the Company and the Trustee.
Based on and subject to the foregoing and the other assumptions, exclusions and qualifications in this letter, we are of the opinion that
when (a) the Securities have been duly authorized, (b) the final terms of the Securities have been duly established and approved, and (c) the
Securities have been duly executed by the Company and authenticated by the Trustee in accordance with the Mortgage and delivered to and
paid for by the purchasers thereof as contemplated by the Registration Statement and the appropriate Prospectus Supplement, the Securities wil
constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with the terms thereof and wil
be entitled to the benefits of the Mortgage.
The opinions expressed above are subject to the following exclusions and qualifications:
a. Our opinions are as of the date hereof and we have no responsibilty to update this opinion for events and
circumstances occurrng after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. We disavow
any undertakng to advise you of any changes in law.
b. We express no opinion as to enforceabilty of any right or obligation to the extent such right or obligation is subject
to and limited by (i) the effect of bankrptcy, insolvency, reorganization, receivership, conservatorship, arangement, moratorium, fraudulent
transfer or other laws affecting or relating to the rights of creditors generally, (ii) rules governing the availabilty of specific pedormance,
injunctive relief or other equitable remedies and general principles of equity, regardless of whether arsing prior to, or after, the date hereof or
considered in a proceeding in equity or at law, or (iii) provisions of law that require that a judgment for money damages rendered by a court in
the United States be expressed only in United States dollars.
c. We do not express any opinions herein concerning any laws other than the laws in their current forms of the State of
Oregon, the State of New York and the federal
PacifiCorp
Januar 9, 2008
Page 3
laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction.
We consent to the fiing of this opinion as an exhibit to the Registration Statement and to the references to our finn in the Prospectus
under the caption "Legal Matters." In giving this consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or related Rules nor do we admit that we are experts with respect to any part of the Registration
Statement within the meanng of the term "expert" as used in the Securities Act or related Rules.
Very truly yours,
lsI PERKINS corn LLP
PERKIS COll LLP
EXlßIT 12.1
PACIFICORP
STATEMENTS OF COMPUTATION OF RATIO
OF EARNGS TO FIED CHARGES
(IN MILLIONS OF DOLLARS)
Nine-Month Nine-Month
Period Ended Period Ended
September 30, 2007 December 31, 2006 2006
Yea Ended March 31,
2005 2004 2003
Fixed Charges, as defined*
Income (loss) from continuing
operations $339 $161 $361 $252 $249 $142
Provision for income taxes 164 86 199 169 144 97
Undistributed loss (income) of less
than 50% owned affiiates
* Fixed charges represent consolidated interest charges, an estimated amount representing the interest factor in rents and preferred dividends of
wholly-owned subsidiares. Excluded from the fixed charges is interest on income tax contingencies that is included in income tax expense on the
consolidated statements of income. Preferred stock dividends represent preferred dividend requirements multiplied by the ratio which pre.tax
income from continuing operations bears to income from continuing operations. Earnings represent the aggregate of (a) income from continuing
operations, (b) taxes based on income from continuing operations, (c) minority interest in the income of majority owned subsidiares that have
fixed charges, (d) fixed charges and (e) undistributed income ofless than 50% owned affiiates without loan guarantees.
EXHIIT 15.1
AWARENESS LETTER OF INEPENDENT REGISTERED PUBLIC ACCOUNTING FI
PacifiCorp
Portland, Oregon
We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim
financial information of PacifiCorp and its subsidiares for the thee-month period ended March 31, 2007, and have issued our report dated
May 4, 2007, for the thee- and six-month periods ended June 30,2007 and 2006, and have issued our report dated July 31,2007, and for the
three. and nine-month periods ended September 30,2007 and 2006, and have issued our report dated November 2,2007. As indicated in such
reports, because we did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your Quarerly Reports on Form 10-Q for the quarers ended March 31,
2007, June 30, 2007, and September 30, 2007, are being incorporated by reference in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436( c) under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7
and 11 of that Act.
DELOITE & TOUCHE UP
Portland, Oregon
Januar 8, 2008
EXHIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTG FI
We consent to incorporation by reference in this Registration Statement on Form S-3 of our report dated Februar 27, 2007 (which report
expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating to the adoption of
Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans-
an amendment of FASB Statements No. 87, 88, 106, and 132(R), as of December 31,2(06) relating to the consolidated financial statements of
PacifiCorp and its subsidiares, appearng in the Transition Report on Form lO-K of PacifiCorp for the trasition period from April i, 200 to
December 31,2006, and to the reference to us under the heading "Expert" in the Prospectus, which is par of this Registration Statement.
DEW11E & TOUCHE UP
Portland, Oregon
Januar 8, 2008
.
EXHIIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated May 26, 2006 relating to the
financial statements, which appears in PacifiCorp's Transition Report on Form lO-K for the period from April 1, 200 to Dember 31,2006. We
also consent to the reference to us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Portland, Oregon
Januar 8, 200
EXHIIT 25.1
FORMT-l
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b )(2) 0
THE BANK OF NEW YORK
(Exact name of trstee as specified in its charer)
New York
(State of incorporation
if not a U.S. national ban)
13-5160382
(I.R.S. employer
identification no.)
One Wall Street, New York, N.Y.
(Address of principal executive offces)
10286
(Zip code)
PACIFICORP
(Exact name of obligor as specified in its charer)
Oregon
(State or other jurisdiction of
incorporation or organization)
93-0246090
(I.R.S. employer
identification no.)
825 NE Multnomah Street
Portland, Oregon
(Address of principal executive offces)
97232-4116
(Zip code)
First Mortage Bonds
(Title of the indenture securities)
1. General information. Furnsh the following information as to the Trustee:
(a) Name and address of each examining or supervsing authority to which it is subject.
Name
Superintendent of Bans of the State of New York
Federal Reserve Ban of New York
Federal Deposit Insurance Corporation
New York Clearng House Association
Address
One State Street, New York, N.Y. 100-1417, and Albany, N.Y. 12223
33 Liberty Street, New York, N.Y. 10045
Washington, D.C. 20429
New York, New York 1005
(b) Whether it is authorized to exercise corporate trst powers.
Yes.
2. Affiations with Obligor.
If the obligor is an affilate of the trntee, describe eachsch affiliation.
None.
16. List of Exhbits.
Exhbits identifed in parentheses below, on tie with the Commission, are incorporated herein by reference as an exhbit hereto,
pursuant to Rule 7a.29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
1. A copy of the Organization Certficate of The Ban of New York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. i to Form T-1 fied with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 fied with
Registration Statement No. 33-21672, Exhibit 1 to Form T -1 fied with Registration Statement No. 33-29637 and Exhibit i to
Form T-l fied with Registration Statement No. 333-121l95.)
4. A copy ofthe existing By-laws of the Trustee. (Exhibit 4 to Form T-1 fied with Registron Statement No. 333-121l95.)
2
6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 fied with Registration Statement
No. 333- 106702.)
7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or
examining authority.
3
SIGNATUR
Pursuant to the requirements of the Act, the Trustee, The Ban of New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 26th day of December, 2007.
THE BANK OF NEW YORK
By: LSI ROBERT A. MASSIMILLO
Name: ROBERT A. MASSIMILLO
Title: VICE PRESIDENT
4
ExmBIT7.1
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiares,
a member of the Federal Reserve System, at the close of business September 30, 2007, published in accordance with a call made by the Federal
Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS
Dollar
Amounts
In Thousands
Noninterest-bearing balances and currency and coin 3,182,00
Securities:
A vailable-for-sale securities 25,826,00
Federal funds sold in domestic offices 7,089,00
Loans and lease financin receivables:
Loans and leases, net of uneared income 36,256,00
Loans and leases, net of uneared income and allowance 36,003,00
Premises and fixed assets (includin ca italized leases)913,00
Investments in unconsolidated subsidiaries and associated companies 294,00
Intan ible assets:
1,020,00
Total assets 112,524,000
"
Deposits:
N oninterest -bearin
In foreign offices, Edge and Agreement subsidiares, and ffFs
Interest-bearn
Federal funds purchased in domestic offces
Trading liabilities
16,865,00
54,612,00
50,656,00
1,890,00
3,807,00
Subordinated notes and debentures
Tota liabilties
2,255,00
104,028,00
EQUI CAPITAL
Common stock
Retained earings
1,135,00
5,575,00
o
112,524,00
ts
Total liabilties, minority interest, and equity capital
'"
I, Bruce W. Van Saun, Chief Financial Officer of the above-named ban do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
Bruce W. Van Saun,
Chief Financial Offcer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been
examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instrctions and is true and correct.
Gerald L. Hassell
Steven G. Ellott
Robert P. Kelly J Directors