20120112Report of Amended Credit Agreement.pdf

~ROCKY MOUNTAINPORADMOFI'
201 Sout Main, Suit 2300
Sat Lake Cit, Utah 84111
Januar 11,2012 2012 N 12 Mi 10: 02
VIA ELECTRONIC FILING
AND OVERNIGHT DELIVERY
L
Idaho Public Utilties Commission
472 West Washington Street
Boise, Idaho 83720
Att: Jean D. Jewell
Commission Secretary
Re: Case No. PAC-E-11-09
Order No. 32221
Report of Amended Credit Agreement for Short-Term Debt
Dear Commissioners:
Pursuant to the referenced Order, PacifiCorp submits to the Commission one verified copy of
the Second Amendment to the Amended and Restated Credit Agreement, dated as of July 6,
2006, among PacifiCorp, the Bans pary thereto, JPMorgan Chase Ban, N.A., as
Administrative Agent and Issuing Ban and The Royal Ban of Scotland pIc, as Syndication
Agent.
This amendment removes the $200,000,000 limit on issuances of letters of credit.
Because PacifiCorp has not made any new borrowings in connection with the referenced
transaction, no Report of Securities Issued is enclosed.
Under penalty of perjur, I declare that I know the contents of the enclosed documents, and
they are true, correct and complete.
Please contact me if you have any questions about this letter or the enclosed documents.
Sincerely,
Ji-¡J~
Tanya Sacks
Assistant Treasurer
Enclosure
SECOND AMENDMENT
This SECOND AMENDMENT, dated as of January 6, 2012 (this "Amendment"),
amends that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 6,
2006, as amended by the FIRST AMENDMENT to the same, dated as of April 15, 2009, (the
"Credit Agreement"), among PACIFICORP, an Oregon corporation ("Borrower"), the banks
listed on the signature pages thereto (the "Banks"), JPMORGAN CHASE BANK, N.A., as
administrative agent for the Banks (in such capacity, the "Administrative Agent") and as issuing
bank, and THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent. Capitalized terms
used but not otherwise defined herein have the respective meanings given to them in the Credit
Agreement.
WHEREAS, the parties hereto have agreed to amend the Credit Agreement in
certain respects as more fully set forth below;
NOW, THEREFORE, the paries hereto hereby agree as follows:
Section 1 AMENDMENTS. Subject to satisfaction of the conditions In
Section 2, the Credit Agreement is amended as follows:
Section 1.1 Addition of Definitions. Section 1.01 is amended by adding the
following definition in its proper place by alphabetical order:
"Issuer Sublimit" means, for each Issuing Bank, either (i) $200,000,000 or
(ii) such other amount as is agreed upon in writing, with notice given to the Administrative
Agent, between such Issuing Bank and the Borrower.
Section 1.2 Amendment to the Definition of Issuing Ban. The definition of
Issuing Bank is hereby amended by inserting the phrase ", Wells Fargo Ban, N.A." after the
words "means JPMCB."
Section 1.3 Amendment to Section 2. 17(a). Section 2.17(a) is hereby amended
by deleting the phrase ''provided further that, immediately after each Letter of Credit is issued (i)
the Total Outstanding Amount shall not exceed the Total Commitment and (ii) the aggregate
amount of the Letter of Credit Liabilties shall not exceed $200,000,000" in its entirety and
substituting therefor the new phrase ''provided further that, immediately after each Letter of
Credit is issued (i) the Total Outstanding Amount shall not exceed the Total Commitment and
(ii) the aggregate amount of the Letter of Credit Liabilties in respect of Letters of Credit issued
by each Issuing Bank shall not exceed such Issuing Ban's Issuer Sublimit."
Section 1.4 Amendment to Section 3.02(b). Section 3.02(b) is hereby
amended by deleting the phrase "the aggregate amount of the Letter of Credit Liabilities shall not
exceed $200,000,000" and inserting the phrase "the aggregate amount of the Letter of Credit
Liabilties in respect of Letters of Credit issued by each Issuing Bank shall not exceed such
Issuing Bank's Issuer Sublimit."
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Section 2 CONDITION PRECEDENT. This Amendment shall become
effective as of the date hereof provided that: (a) the Administrative Agent shall have received
counterparts hereof signed by itself, the Borrower, the Issuing Bans and the Required Banks
and (b) the Administrative Agent shall have received, with respect to each Lender that shall have
delivered a signed counterpart hereof to the Administrative Agent as set forth in clause (a) above
at or prior to 5:00 p.m., New York City time, on January 6, 2012, an amendment fee payable by
the Borrower for the account of each such Lender in an amount equal to 0.025% of such
Lender's Commitment outstanding on such date.
Section 3 REPRESENTATIONS AND WARRNTIES OF THE
BORROWER. The Borrower represents and warrants as follows:
Section 3.1 Corporate Authority: No Conflct. The execution and delivery
by the Borrower of this Amendment, and the performance by the Borrower of this Amendment
and the Credit Agreement as amended by this Amendment (the "Amended Credit Agreement"),
are within the Borrower's corporate powers and have been duly authorized by all necessar
corporate and, if required, stockholder action, and do not and will not (i) violate (A) the aricles
of incorporation or by-laws (or comparable documents) of the Borrower or any of its
Consolidated Subsidiaries, (B) any applicable Law or (C) any provision of any material contract,
agreement, indenture or instrument to which the Borrower or any of its Consolidated
Subsidiaries is a par or by which any of its or their respective properties is bound, (ii) be in
conflct with, or result in a breach of or constitute a default under, any contract, agreement,
indenture or instruent referred to in the preceding subclause (i)(C), (iii) result in the creation or
imposition of any Lien on the propert of the Borrower or any of its Consolidated Subsidiaries
not permitted under Section 5.06, or (iv) give to any Person rights to cancel, terminate or
suspend performance of its obligations to the Borrower or any of its Consolidated Subsidiaries
under, or accelerate payment of amounts owed by the Borrower or any of its Consolidated
Subsidiaries to others under, any of the foregoing, in the case of any of the foregoing subclauses
other than subclause (i)(A), that would reasonably be expected to have a material adverse effect
on the ability of the Borrower to meet its commitments hereunder. This Amendment has been
duly executed and delivered by the Borrower.
Section 3.2 Regulatory Approval. The execution and delivery by the Borrower
of this Amendment, and the performance by the Borrower of this Amendment and the Amended
Credit Agreement, do not and wil not require any registration with, consent or approval of,
notice to, or other action to, with or by, any governental authority, regulatory body or any other
Person, except for (i) such filings as may be required by federal or state securities laws (which
fiings (to the extent so required) have been made and true and complete copies of which have
been delivered to the Administrative Agent) and (ii) other fiings, authorizations, consents and
approvals, all of which have been made or obtained or the absence of which would. not
reasonably be expected to have a material adverse effect on the abilty of the Borrower to meet
its commitments hereunder.
Section 3.3 Enforceable Agreement. Each of this Amendment and the
Amended Credit Agreement constitutes a legal, valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms, except for bankptcy and similar
2
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laws affecting the enforcement of creditors' rights generally and for the application of general
equitable principles.
Section 3.4 Material Adverse Effect: Event of Default. (i) There has since
December 31, 2010, been no change in the business, financial position or results of operations of
the Borrower which would materially adversely affect the abilty of the Borrower to meet its
commitments under the Credit Agreement, as amended, and (ii) no Default or Event of Default
has occurred and is continuing.
Section 4 MISCELLANEOUS.
Section 4.1 Continuing Effectiveness. Except as expressly set forth herein,
the Credit Agreement shall remain in full force and effect and is ratified, approved and
confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right, power or remedy of
the Banks, the Administrative Agent or the Issuing Banks under the Credit Agreement, nor
constitute a waiver of any provision of the Credit Agreement.
Section 4.2 Reference to and Effect on the Credit Agreement. Upon the
effectiveness of this Amendment: (a) each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof' or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended by this Amendment.
Section 4.3 Execution in Counterparts. This Amendment may be executed in
as many counterparts as may be deemed necessary or convenient, and by the different parties
hereto on separate counterparts, each of which, when so executed, shall be deemed an original
but all such counterparts shall constitute but one and the same agreement. Delivery of an
executed counterpar of a signature page to this Amendment by telecopier or other electronic
transmission (including by "PDF") shall be effective as delivery of a manually executed
counterpart of this Amendment.
Section 4.4 Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK.
Section 4.5 Successors and Assigns. This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective successors and
assigns.
(Signature pages follow.)
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IN WITNESS WHEREOF, the paries hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
PACIFICORP,
as Borrower
By:,~~ ìj G\ÌJjt~.
Name: Bruce N. Willams
Title: Vice President and Treasurer
4
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JPMORGAN CHASE BANK. N.A.,
as Administrative Agent, as Issuing Bunk
and as a Bank
By:
/ ! fl, ',..l,loi\l,
"\ i \,.,¡ \ ¡ ,:\/vv \1 i¡Vv v '--
NLl;~: Jua~'javeiianl1
Title: Executive Director
5
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THE ROYAL BANK OF SCOTLAND
PLC,
as a Ban
BY:~
Title: ../(!~.1Gt"
THE ROYAL BANK OF SCOTLAND
N.V.,
as a Ban
By:
6
UNION BANK, N.A., (fonnerly known as
~n~o:~an 7/ir;;~
BY'-- A¡,-~£ñe Blank
Title: Vice President
7
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(NYl2701 I/OH411.('.AMI!ND.PEC~OI1!S~C0l1d.t\mendll"1I.rn"ifí(\I'l.ilfl
BAReLA YS BANK PLe,
as a Bank
By:'''--).J ii ) . ././ .(, .,t..o/ry.. ( ) áM/~ /
Name: Alicia Borys ~/
Title: Vice President
8
.~
THE BANK OF NOV A SCOTIA,
as a Ban
9
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~J-~t ¿
Name:
Title:
By:
ANE R.l "'-'":'~'TH .... ,
MANAGING.. i "çC'~ OR
BNP PARIBAS.as a Bank \~
1\ ~\ C i 1""
By: ~ \_" ~ J ~ .
Name: Denis O'Meara
By: 1'40 4~~.~
Name:
Title: Pasquale A. Perraglla IV
Vice Preildent
10
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CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH,
as a Bank
By:Nome:~~e~
Title: Vice President
By:dß
Rahul Parmar
Associate
Name:
Title:
i i
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DEUTSCHE BANK AG NEW YORK
BRACH,
as a Bank
By:7.~
Name: Philippe Sandmcicr
Title: Managing Director
By:~ 9.'¥
Name: Edward D. Herko
Title: Director
12
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US BAN,
as a Ban
By:g4lt£f,
Tite: A J/ P " PilI'¡ i UJ lt~
i
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WELLS FARGO BANK, N.A..
as u Bank and as un Issuing Bank
By:
. ,,--'/7 ,,?~:~~::.::==::::;:~...1:; ,; "l.::;':-',,./¿~='..~-_...'-'"''''
ß~':' Yann fií1ndcl't
Title: Director
14
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WILLIAM STREET COMMITMENT
CORPORATION,
as a Bank
By:
lO.~JL
~ShWin Ramakrishna
Title: Authorized Signatory
15
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