20080107BOD resolution.pdf

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Pacifc Po I
Rocky Mountain Por I
PaifCor Energ
825 NE Multnomah. Suit 1900 LeT
Portand. Oregon 9n32
Janua 7, 2008
VI OVERNIGHT DELIVERY
Idaho Public Utility Commssion
Statehouse
472 West Washigton Street
Boise, ID 83702
ATTN:Ms. Jean Jewell
Commssion Secreta
Re: New Exhibit Relating to Application in Case No. PAC-E-07-16
Dear Commssioners:
Pursuat to the application in the above-referenced Case, PacifiCorp hereby submits to the
Commission one copy of the resolutions of the Board of Directors authorizing the proposed
issuace (Exhibit B-2).
Under penalty of peijur, I declare that I know the contents ofthe enclosed document, and
they are tre, correct and complete.
Please contact me if you have any questions about ths letter or the enclosed document.
Sincerely,~f\W~
Bruce N. Wiliams
Vice President and Treasurer
Enclosure
Cc: Terr Carlock (Idaho Commission) wÆncl.
"
RESOLUTIONS OF
THE BOARD OF DIRECTORS
OF P ACIFICORP
znoa JAN - 7Arf 9: 58
December 17, 2007
i. Securties Authorizations
A. First Mortgage, Collateral Trust Bonds and Other Debt Securities
WHEREAS, the Board of Directors of PacifiCorp (the "Company"), by
resolutions adopted Februar 8, 2007 (the "Prior Resolutions") authorized
the issuance and sale or exchange by the Company from time to time of
not more than $1,500,000,000 (or the equivalent thereof at the time of
issuance in foreign curencies) in aggregate principal amount of one or
more new series of its First Mortgage and Collateral Trust Bonds, in the
form of secured medium-term notes or otherwise, to be issued under and
secured by the Company's Mortgage and Deed of Trust dated as of
Janua 9, 1989 to the trustee thereunder (the "Trustee"), as heretofore
amended and supplemented and as it may be fuher amended and
supplemented (the "PacifiCorp Mortgage") or other debt securities; and
WHEREAS, it is now desirable to provide for the issuance of additional
bonds and restate the unused authority of the Prior Resolution; now,
therefore, be it
RESOLVED, that the Board of Directors of the Company hereby
authorizes the issuance and sale or exchange by the Company, from time
to time, of up to $2,000,000,000 (or the equivalent thereof at the time of
issuance in foreign curencies) in aggregate principal amount of one or
more new series of its First Mortgage and Collateral Trust Bonds (the
"Bonds"), to be issued under and secured by the PacifiCorp Mortgage; and
further
RESOLVED, that the Bonds may be sold, or may be exchanged for other
outstanding securities of the Company, publicly or in private transactions,
in such amounts, at such times, at such prices, may bear interest at such
variable, floating, or fixed rates, may be redeemable at such redemption
prices, mature at such date or dates, and have such other terms and
characteristics as shall be fixed by an Authorizing Officer (as defined
below); provided, however, that the issuance and sale or exchange by the
Company of the Bonds shall be subject to (1) the Company's first having
obtained all necessary authorizations therefor from the federal and state
regulatory authorities having jurisdiction over such issuance and sale or
exchange and (2) the Company's compliance with the registration
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requirements of all applicable federal and state securities laws in
connection with such issuance and sale or exchange; and furher
RESOLVED, that in accordance with Section 2.03 of the PacifiCorp
Mortgage, each of the Chief Executive Officer, the Chief Financial
Officer, and the Vice President and Treasurer of the Company, acting
together with any president, or senior vice president of the Company
(each, an "Authorizing Offcer") is hereby authorized and empowered, in
the Company's name and on its behalf, to establish one or more series of
Bonds, to approve one or more Supplemental Indentures, and an
Authorizing Offcer, acting alone, is authorized to execute (by manual or
facsimile signature) and deliver Bonds in such form and containing such
terms, not inconsistent with Section 2.03 of the PacifiCorp Mortgage
(including, without limitation, the amounts thereof, the rate or rates of
interest, which may be floating or fixed, the matuity, sinking fud and
redemption or repurchase provisions, if any, and the currency
denomination of any such series), as an Authorizing Offcer shall approve,
such approval to be conclusively evidenced by execution thereof by an
Authorizing Officer or by a certificate of an Authorizing Officer or by
transmittal of the terms of such series by any person designated in a
certificate of an Authorizing Officer as having the authority to transmit
such approval to the Trustee under the PacifiCorp Mortgage by computer
or other electronic means; provided that each such series of Bonds shall be
a) in registered form only, and b) shall have maturities at the time of
issuance of not less than nine months and not more than 30 years provided
further, that an Authorizing Officer shall not be authorized to approve the
issuance of any series of Bonds with fixed interest rates or initial floating
interest rates exceeding 10 percent per anum uness specifically
authorized by the Board of Directors; and further
RESOLVED, that the offcer executing any said series of Bonds is hereby
authorized and directed to deliver the Bonds to the Trustee for
authentication; and that the Trustee under the PacifiCorp Mortgage is
hereby requested to authenticate up to $2,000,000,000 in aggregate
principal amount of Bonds (or the equivalent thereof at the time of
issuance in foreign curencies), or, if issued at an original issue discount,
such greater amount as shall result in an aggregate offering price of up to
$2,000,000,000, and to deliver the same upon the written order or orders
of an Authorizing Offcer or upon instructions given under an automated
issuance system as described more fully in the PacifiCorp Mortgage or a
supplement to the PacifiCorp Mortgage; and fuher
RESOLVED, that the officers of the Company are hereby authorized and
directed to take or cause to be taken, in the Company's name and on its
behalf, any and all such fuher action as in their judgment may be
desirable or appropriate to cause the execution, authentication and delivery
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, .
of said Bonds as specified in the immediately preceding resolution; and
fuher
RESOLVED, that The Bank of New York, or any successor trustee under
the PacifiCorp Mortgage be and it hereby is appointed:
1) as agent of the Company upon whom notices, presentations and
demands to or upon the Company in respect of First Mortgage and
Collateral Trust Bonds of each such series of Bonds, or in respect of
the PacifiCorp Mortgage, may be given or made;
2) as agent of the Company in respect of the payment of the principal
of, and the interest and any premium on, the Bonds of said series;
and
3) as agent of the Company in respect of the registration, transfer and
exchange of said Bonds; and fuher
RESOLVED, that, in connection with the issuance and sale of any series
of Bonds denominated in foreign curencies, the Company shall enter into
a currency exchange, on such terms and conditions as shall be approved
by any Authorizing Officer, in order to fix the obligation of the Company
to repay the amount of said series and interest thereon in United States
dollars; and fuher
RESOLVED, that, each of the Authorizing Officers is hereby authorized
and empowered, in the Company's name and on its behalf, (i) to select one
or more underwters or agents for the placement of the Bonds and (ii) to
negotiate, execute and deliver one or more underwiting or sales agency
agreements or amendments, in one or more counterpars, including within
such agreements such terms and conditions (including terms concerning
discounts, fees, or indemnification) as the officer or officers executing
such agreements shall approve, his, her or their execution thereof to be
conclusive evidence of such approval; and fuher
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arrangements, and any
amendments thereto or renewals thereof, in connection with the issuance
and sale or exchange of the Bonds as an Authorizing Officer shall approve
after first determining that such agreements or arangements are necessar
or appropriate in the circumstaces.
B. Other Debt Securities
WHEREAS, pursuant to the Prior Resolutions, the Board of Directors of
the Company authorized the issuance of $1,500,000,000 of other debt
securities in addition to, or in lieu of, Bonds, provided that the aggregate
principal amount of such other debt securities and Bonds not exceed
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$1,500,000,000, none of which other debt securities has been issued as of
the date hereof; and
WHEREAS, it is now desirable to restate the unused authority under the
Prior Resolutions; now, therefore, be it
RESOLVED, that, in addition to, or in lieu of, the issuance of Bonds as
authorized above, the Company is hereby authorized to issue, from time to
time through one or more offerings, up to $2,000,000,000 (or the
equivalent thereof at the time of issuance in foreign currencies or curency
units) in aggregate principal amount of other secured or unsecured debt
securities (the "Debt Securities"); provided, however, that the aggregate
principal amount of Debt Securities issued hereunder and Bonds issued
pursuant to the foregoing resolutions shall not exceed $2,000,000,000 (or
the equivalent); and fuher
RESOLVED, that the Debt Securities may be sold, or may be exchanged
for other outstanding securities of the Company, publicly or in private
transactions, domestically or in any foreign market, in such amounts,
denominated in or based upon United States or foreign currencies, at such
times, at such prices, may bear interest at such variable, floating or fixed
rates, may be redeemable at such redemption prices, matue at such date or
dates, and have such subordination and other terms, conditions and
characteristics as shall be fixed by an Authorizing Officer, subject to the
limitations set forth below; provided, however, that the issuance and sale
or exchange by the Company of the Debt Securities shall also be subject to
(1) the Company's first having obtained all necessary authorizations
therefor from federal and state regulatory authorities having jursdiction
over such issuance and sale or exchange, and (2) the Company's
compliance with the registration requirements of all applicable state and
federal securities laws in connection with such issuance and sale or
exchange; and fuher
RESOLVED, that the Company is hereby authorized to enter into such
credit support or enhancement agreements or arangements and any
amendments thereto or renewals thereof, in connection with the issuance
and sale or exchange of said Debt Securities as an Authorizing Officer
shall approve after first determining that such agreements or arangements
are necessar or appropriate in the circumstances; and fuher
RESOLVED, that each Authorizing Officer is hereby authorized and
empowered, in the Company's name and on its behalf, (i) to fix, or
establish the procedure for fixing, the terms of any of the Debt Securties,
to approve and execute an indentue or indentues, including supplements
or amendments thereto, and forms of notes or bonds and other agreements
related thereto, and to take all such other action or actions as it may deem
necessar or appropriate to faciltate the issuance and sale or exchange of
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the Debt Securities (including, without limitation, approval of any credit
support or enhancement agreements or arangements relating to payments
in respect of the Debt Securities), provided that a) the interest rate on the
Debt Securities, if fixed, shall not exceed 10 percent and, b) if variable,
shall at the time of issuance of such Debt Securities not be greater than 10
percent, and (ii) to approve the listing of any or all such Debt Securities on
any United States or foreign securities exchanges (including, without
limitation, approval of the amount of such Debt Securities to be so listed).
C. Regulatory Approvals for Financing
RESOLVED, that the offcers of the Compay are hereby authorized, in
the Company's name and on its behalf, to prepare and file with the Federal
Energy Regulatory Commission, California Public Utilties Commission,
the Idaho Public Utilties Commission, the Public Utility Commission of
Oregon, the Public Service Commission of Uta, the Washington Utilties
and Transportation Commission and the Wyoming Public Service
Commission and any other public service commission or federal or state
regulatory authority, as may be appropriate or necessary, applications for
orders of said regulatory authorities authorizing, notifying as to, or
exempting, the issuance and sale or exchange by the Company of the
Bonds and/or the Debt Securties (collectively, the "New Securities"),
together with any and all amendments to such applications and with any
and all exhibits, data requests or other documents pertaining to such
applications or any amendments thereto, as in the judgment of such
officers may appear desirable or appropriate; and furher
RESOLVED, that the acts of the officers in filing applications (and
amendments and supplements to such applications) with the regulatory
authorities named in the immediately preceding resolution, together with
the various exhibits to such applications (and such amendments and
supplements), for orders authorizing, notifying as to, or exempting the
issuance and sale or exchange of the New Securities are hereby approved,
ratified and confirmed; and fuher
RESOLVED, that the offcers of the Company are hereby authorized and
directed, in the Company's name and on its behalf, to make any and all
such fuher fiings with, and to take any and all such fuher action in the
proceedings before, federal and state regulatory authorities as in the
judgment of the offcer or officers taking such action may appear desirable
or appropriate for the purose of obtaining any and all such fuher
regulatory approvals, authorizations or consents, or making any
notifications, as may be required to be obtained by the Company in
connection with the consumation of the issuance and sale or exchange
by it of the New Securities; and fuher
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RESOLVED, that each of the Authorizing Officers of the Company is
hereby authorized, in the Company's name and on its behalf, to prepare
and execute, and to file or cause to be filed, with the Securities and
Exchange Commission, an appropriate Registration Statement or
Statements, each including a Prospectus, for the registration of the New
Securities or any exchange of New Securities under the Securities Act of
1933 and the rules and regulations promulgated thereunder, in such form
as they or any of them shall approve, together with any and all such
amendments to each such Registration Statement, and with any and all
such exhibits, statements or other documents pertaining to the subject
matter thereof as in the judgment of such offcers may appear desirable or
appropriate; and fuher
RESOLVED, that each of David Mendez, Bruce Wiliams and Jeff Erb is
hereby appointed as the true and lawfl attorney of the Company with full
power to act with or without the other and with full power of substitution,
to sign each such Registration Statement for the registration of the New
Securities under the Securities Act of 1933 for and on behalf of the
Company, that each director of the Company, and each officer of the
Company who may be required to sign any such Registration Statement
and any amendments thereto, is hereby authorized to appoint David
Mendez, Bruce Wiliams and Jeff Erb, and each of them severally, as the
true and lawful attorney or attorneys of each such director or offcer of the
Company, with full power to act with or without the other and with full
power of substitution, to sign each such Registration Statement and any
amendments thereto for or on behalf of each such director or officer in his
or her capacity or capacities as such, and that the President, any Vice
President and each director of the Company and each officer of the
Company who may be required to sign any such Registration Statement
and any amendments thereto, is hereby authorized and empowered to
execute an appropriate power of attorney to evidence such appointments
as aforesaid; and further
RESOLVED, that David Mendez or any other officer designated by an
Authorized Officer, be and hereby is appointed as the agent for service
named in each such Registration Statement with all the powers incident to
that appointment; and fuher
RESOLVED, that it is desirable and in the best interests of the Company
that its securities be qualified or registered for sale in various jursdictions,
that the President, any Vice President or the Treasurer and the Secretary or
any Assistant Secretar hereby are authorized to determine the states in
which appropriate action shall be taken to qualify or register or maintain
the qualification or registration for sale of all or such par of the securties
of the Company as said officers may deem advisable, that said offcers are
hereby authorized to perform on behalf of the Company any and all such
acts as they may deem necessary or advisable in order to comply with the
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....-
applicable laws of any such jursdiction, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents, and
appointments of attorneys for service of process and the execution by such
officers of any such paper or document or the doing by them of any act in
connection with the foregoing matters shall conclusively establish their
authority therefor from the Company and the approval and ratification by
the Company of the papers and documents so executed and the action so
taken; and fuher
RESOLVED, that each of the Authorizing Offcers of the Company is
hereby authorized, in the Company's name and on its behalf, to negotiate
with agents, underwiters or other purchasers with respect of the terms of
the issuance and sale or exchange of each offering of the New Securities,
and to execute and deliver, in the Company's name and on its behalf, an
agreement or agreements with such agents, underwiters or purchasers
providing for such issuance and sale or exchange and containing such
other terms and provisions (including, without limitation, provisions for
compensation, discounts or indemnification of such paries) as shall be
approved by the officer or officers executing such agreement or
agreements, his, her or their execution thereof to be conclusive evidence
of such approval.
D. Effect on Prior Resolutions
RESOLVED, that the foregoing resolutions shall supersede the Prior
Resolutions with respect to the Bonds and Debt Securities, but the
foregoing resolutions shall not affect the validity of any actions taen in
reliance on such previously adopted resolutions and shall not affect the
authorization of the issuance of $600 milion principal amount of Bonds
registered under the Securties Act of 1933 issued pursuant to the
Twentieth Supplemental Indentue (which shall remain authorized
pursuant to the Prior Resolutions) and $600 milion principal amount of
Bonds registered under the Securities Act of 1933 issued pursuant to the
Twenty-First Supplemental Indentue (which shall remain authorized
pursuant to the Prior Resolutions).
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