20230227Application_Exhibits.pdf

1407 W. North Temple 
Salt Lake City, UT 84116 

February 27, 2023

VIA OVERNIGHT DELIVERY

Idaho Public Utilities Commission
11331 W. Chinden Blvd.
Building 8 Suite 201A
Boise, ID 83714

Attn: Jan Noriyuki
Commission Secretary

RE: CASE NO. PAC-E-23-03

IN THE MATTER OF THE APPLICATION OF ROCKY MOUNTAIN POWER FOR
AUTHORITY TO ISSUE AND SELL OR EXCHANGE NOT MORE THAN $5,000,000,000
OF DEBT, AND ENTER INTO CREDIT SUPPORT ARRANGEMENTS

Dear Ms. Noriyuki:

Please find for filing with the Idaho Public Utilities Commission Rocky Mountain Power’s
Application in the above referenced matter. Pursuant to Idaho Code§ 61-905 please note that the
Company’s Application Fee in the amount of $1,000 is being submitted under separate cover.
Informal questions related to this matter may be directed to Mark Alder, Idaho Regulatory
Manager at [phone].

Sincerely,

Joelle Steward
Senior Vice-President of Regulation and Customer Solutions

Enclosures

RECEIVED
2023 February 27, 4:05PM
IDAHO PUBLIC
UTILITIES COMMISSION

APPLICATION OF ROCKY MOUNTAIN POWER 1
Joe Dallas (ISB# 10330)
825 NE Multnomah, Suite 2000
Portland, OR 97232
Telephone: [phone]
Email: [e-mail]

Attorney for Rocky Mountain Power

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF THE APPLICATION
OF ROCKY MOUNTAIN POWER FOR
AUTHORITY TO ISSUE AND SELL OR
EXCHANGE NOT MORE THAN
$5,000,000,000 OF DEBT, AND ENTER INTO
CREDIT SUPPORT ARRANGEMENTS

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APPLICATION
CASE NO. PAC-E-23-03
Pursuant to Idaho Code § 61-901 – 904 and the Rules of Procedure of the Idaho Public
Utilities Commission, Rule 141 PacifiCorp, doing business as Rocky Mountain Power (the
“Company”), hereby files application (the “Application”) with the Idaho Public Utilities
Commission (“Commission”) requesting authorization to issue and sell or exchange, in one or
more public offerings or private placements, fixed or floating rate debt (“Debt”). The aggregate
principal amount of Debt not to exceed $5,000,000,000 or, if the Debt is issued at an original issue
discount, such greater amount as shall result in an aggregate offering price of not more than
$5,000,000,000. In addition to entering into letter of credit arrangements with one or more banks
or such other agreements or arrangements as may be necessary or appropriate, from time to time,
to provide additional credit support for the payment of the principal of, the interest on, and the
premium of the Debt.
I. REQUEST FOR RELIEF
The Company respectfully requests that such authority remain in effect through
September 30, 2028, so long as the Company maintains a BBB- or higher senior secured debt
rating, as indicated by Standard & Poor’s Rating Services, and a Baa3 or higher senior secured
debt rating, as indicated by Moody’s Investors Service, Inc.

APPLICATION OF ROCKY MOUNTAIN POWER 2

This Application is intended to amend and supersede Order No. 34831 issued on
November 12, 2020, in Case No. PAC-E-20-15. The Application seeks authorization to issue up
to $5,000,000,000 of long-term debt through September 30, 2028, on the same terms and
conditions contained in Order No. 34831.
The Company respectfully requests that the Commission issue an order by March 31, 2023,
and submits the following information in support of this Application:
(a.) The official name of the applicant and address of its principal business office:

PacifiCorp, doing business as Rocky Mountain Power
825 N.E. Multnomah, Suite 2000
Portland, OR 97232

(b.) The state and date of incorporation; each state in which it operates as a utility:

The Company was incorporated under Oregon law in August 1987 for the purpose of
facilitating consummation of a merger with Utah Power & Light Company, a Utah
corporation, and changing the state of incorporation of PacifiCorp from Maine to Oregon.
The Company currently serves customers as Rocky Mountain Power in Idaho, Utah and
Wyoming and as Pacific Power in California, Oregon and Washington.
II. COMMUNICATIONS
(c.) Statement of Public Notice Application:

Notice of this Application will be published in Idaho State Journal (Pocatello), The Post
Register (Idaho Falls) and The Preston Citizen (Preston), which are the publications in
general circulation in the Company’s service area in Idaho within seven (7) days of the
application.

APPLICATION OF ROCKY MOUNTAIN POWER 3

(d.) The name, address, and telephone number of persons authorized to receive notices and
communications:

Nikki L. Kobliha, Joe Dallas (ISB# 10330),
Vice President, CFO and Treasurer Senior Attorney
PacifiCorp PacifiCorp
825 N.E. Multnomah, Suite 1900 825 NE Multnomah, Suite 2000
Portland, OR 97232 Portland, OR 97232
Telephone: [phone] Telephone: [phone]
E-mail: [e-mail] E-mail: [e-mail]

Joelle Steward Mark Alder
Senior Vice President, Regulation Manager, Regulation
and Customer Solutions Rocky Mountain Power
Rocky Mountain Power 1407 West North Temple, Rm 330
1407 West North Temple, Rm 330 Salt Lake City, UT 84116
Salt Lake City, UT 84116 Telephone: [phone]
Telephone: [phone] E-mail: [e-mail]
E-mail: [e-mail]

It is respectfully requested that all formal correspondence and Staff requests regarding this
material be addressed to:
By e-mail (preferred): [e-mail]
By regular mail: Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, Oregon 97232
By fax: [phone]
Informal questions should be directed to Nikki Kobliha at [phone].
(e.) A full description of the securities proposed to be issued:

(1) Type and nature of securities:

Debt to be issued in one or more transactions as conditions permit. The Debt may
be secured or unsecured
(2) Amount of securities:
Not more than $5,000,000,000 aggregate principal amount or, if the Debt is issued
at an original issue discount, such greater amount as shall result in an aggregate
offering price of not more than $5,000,000,000.

APPLICATION OF ROCKY MOUNTAIN POWER 4

(3) Interest Rate:

If the Debt bears a fixed rate, the interest rate will be set at the time of issuance. If
the Debt bears a floating-rate, the interest rate will be set periodically based upon a
published or quoted index of short-term rates.
(4) Dates of issuance and maturity:

The Company expects to issue the Debt from time to time in either public offerings
or private placements for cash or in exchange for its outstanding securities.
Maturities will be established at the time of issuance.
(5) Institutional rating of the securities, or if not rated an explanation:
The Company’s debt is rated, as of the date of this filing, as follows:

Securit Mood ’s S & P
Senior Secured Debt A1 A+
Senior Unsecured Debt A3 A

(6) Stock Exchange on which listed:
The Company has generally not listed its bonds, but has in the past listed certain
unsecured debt on The New York Stock Exchange. If the Debt is issued publicly
in an overseas market, the Debt may be listed, if appropriate, on one or more foreign
exchanges.
(7) Additional descriptive information:
Alternatives currently available to the Company include: (1) conventional first
mortgage bonds placed publicly or privately in the domestic or foreign markets: (2)
unsecured debt securities placed publicly or privately in the domestic or foreign
markets; and (3) floating-rate debt placed publicly or privately in the domestic or
foreign markets. A brief description of these transactions is set forth below.

APPLICATION OF ROCKY MOUNTAIN POWER 5

i. First Mortgage Bonds – First mortgage bonds have been the traditional debt
financing vehicle utilized by utilities in the United States, and are typically
offered in public offerings but may be privately placed. First mortgage
bonds are secured by a mortgage on the fixed assets of the utility.
The bonds are typically redeemable through a make-whole call at
the Company’s option at redemption prices dependent upon U.S. Treasury
yields. This type of redemption feature does not typically require the issuer
to pay a higher coupon rate. The Company may determine that a call
provision is appropriate to provide financial flexibility in changing interest
rate environments, and the bonds may be redeemable at a premium over the
principal amount, with the premium declining to zero near the final maturity
of the bonds.
The Company’s first mortgage bonds are issued as First Mortgage
Bonds under the PacifiCorp Mortgage. The Commission has previously
authorized the Company to incur the lien of the PacifiCorp Mortgage in
Case No. U-1046-15, Order No. 22157.
The underwriting fee for First Mortgage Bond issuances varies by
the maturity of the debt but is not expected to exceed 0.875 percent of the
principal amount, and issuance fees in total are not expected to exceed 1.0
percent of the principal amount.
ii. Unsecured Debt Securities – Unsecured debt securities will be subordinated
to the Company’s First Mortgage Bonds. These securities may be issued in
one or more separate series or in a single series and placed publicly or

APPLICATION OF ROCKY MOUNTAIN POWER 6

privately in the domestic or foreign markets. Principal amount, maturity,
interest rate and redemption terms are fixed at the time of sale.
Compensation to the agents varies by the maturity of each tranche
of securities issued, but is not expected to exceed one percent of the
principal amount of securities placed.
iii. Floating-Rate Debt – Floating-rate debt is a security with variable coupon
rates that reset periodically, such as daily, weekly, monthly, quarterly,
semi-annually or annually at the option of the Company. Common indices
used for pricing floating-rate debt could be based upon Secured Overnight
Financing Rate or successor benchmark rates, federal funds rates or U.S.
Treasury rates.
Refunding provisions for floating-rate debt vary from transaction to
transaction depending upon the structure of the agreement. Should the
Company subsequently fix the interest rate through an interest rate swap or
cap, the cost of refunding would include the cost of unwinding the swap or
cap.
Floating-rate debt can provide the Company with an occasional
source of long-term funding at attractive rates compared to the fixed-rate
market. Second, it allows the Company access to the short end of the yield
curve when short-term rates are attractive. Should rates begin to increase,
the Company could execute an interest rate swap or cap to secure a fixed
rate.

APPLICATION OF ROCKY MOUNTAIN POWER 7

The fees associated with a floating-rate debt arrangement are not
expected to exceed one percent of the principal amount of the debt.
iv. Credit Support Arrangements – In addition, the Company may find it
advantageous to enter into letter of credit arrangements with one or more
banks or such other agreements or arrangements as may be necessary or
appropriate, from time to time, to provide additional credit support for the
payment of the principal of, the interest on and the premium of the Debt.
Such credit support arrangements could result in a lower all-in cost of debt.
(f.) A description of the method of issuance and sale or procedure by which any obligation as
guarantor will be assumed:

The Company proposes to issue the Debt from time to time in either public
offerings or private placements, domestically or overseas, for cash or in exchange for its
outstanding securities. The financial markets have become increasingly global and, as
such, foreign sources of capital compete directly with domestic sources for investment
opportunities. The Company anticipates that issuances will be primarily fixed-rate First
Mortgage Bonds, but it is requesting authority for a variety of borrowing options in order
to provide the financial flexibility to pursue the most attractive markets at the time of
issuance and to produce the most competitive cost for the Company.
Underwriters or placement agents will be selected after negotiations with a group
of potential candidates. The firm or firms selected to lead an offering under this authority
will be determined by the Company’s assessment of their ability to assist the Company in
meeting its objective of having the lowest total cost for the Debt to be issued. This
assessment is based upon the level of underwriting or placement fees, their knowledge of
the Company and its varied operations, the Company’s parent company and its affiliates,

APPLICATION OF ROCKY MOUNTAIN POWER 8

and their ability to market the Debt to achieve the Company’s financing and capital
structure objectives.
(g.) (1) (i) The name and address of any person receiving a fee (other than a fee for technical
services) for negotiating, issuing, or selling the securities or for securing an
underwriter, sellers, or purchasers of securities except as related to a competitive
bid:
Other than for technical services, the only fees payable by the Company will be
fees and expenses to the underwriters and agents. The Company may also incur an
annual fee for credit support which is not expected to exceed one percent on the
principal amount of the Debt.
(ii) The fee amount:
Subject to final negotiations, the fee is not expected to exceed 3.0 percent of the
aggregate principal amount of the Debt if the Debt is issued overseas. If issued
domestically, the fee is not expected to exceed 1.0 percent of the aggregate principal
amount of the Debt. The level of the fee is only one factor in determining the overall
cost of the Debt to be issued and, as such, is not the sole basis of the financing
decision.
(iii) The facts showing the reason for and reasonableness of the fee:
The aforementioned compensation levels to the agents or underwriters are
consistent with the usual and customary fees prevailing currently in the market.
These fees are reasonable given the services provided by the agents or underwriters.
The agents and the underwriters will be familiar with the Company, its parent
company and affiliates and their long-term financing needs. They will be available
for consultation on these matters and will assist the Company in evaluating market

APPLICATION OF ROCKY MOUNTAIN POWER 9

conditions and in formulating the exact terms of the transactions. See subsection (f)
supra.
(h.) The purposes of the issuance:
The purposes for which the Debt is proposed to be issued in this matter are: (1) the
acquisition of property; (2) the construction, completion, extension or improvement of
utility facilities; (3) the improvement of service; (4) the discharge or lawful refunding of
obligations which were incurred for utility purposes; or (5) the reimbursement of the
Company’s treasury for funds used for the foregoing purposes.
The Company keeps its accounts in a manner which enables the Commission to
ascertain the amount of money expended and the purposes for which the expenditures were
made. If the funds to be reimbursed were used for the discharge or refunding of obligations,
those obligations or their precedents were originally incurred in furtherance of the utility
purposes listed above.
To the extent that the funds to be reimbursed were used for the discharge or
refunding of obligations, those obligations or their precedents were originally incurred in
furtherance of utility purposes (1), (2) and (3) supra.
The results of the offerings are estimated to be.

APPLICATION OF ROCKY MOUNTAIN POWER 10

ESTIMATED RESULTS OF THE OFFERING (1)
Total Percent of Total
Gross Proceeds $ 5,000,000,000 100.000%
Less: Agents/Underwriters
Compensation (1)

43,750,000

0.875%
Proceeds Payable to Company $ 4,856,250,000 99.125%
Less: Other Issuance Expenses 6,250,000 0.125%
et Proceeds $4,950,000,000 99.000%

(1) Assumes the issuance of 30-year first mortgage bonds.
Other Issuance Expenses
Regulatory agency fees $ 1,000
SEC fees 551,000
Company counsel fees 480,000
Accounting fees 720,000
Printing and engraving fees 60,000
Rating agency fees 4,250,000
Trustee/Indenture fees 180,000
Miscellaneous expenses 8,000
TOTAL $ 6,250,000
(i.) Statement that applications for authority to finance are required to be filed with state
governments:
In addition to this Application, the Company is filing an application with the Oregon Public
Utility Commission and a notice to the Washington Utilities and Transportation
Commission in connection with each issuance pursuant to Washington law. The California
Public Utilities Commission, the Utah Public Service Commission and the Wyoming

APPLICATION OF ROCKY MOUNTAIN POWER 11

Public Service Commission have exempted the Company from their respective securities
statutes.
(j.) A statement of the facts relied upon to show that the issuance is appropriate:
As a public utility, the Company is expected to acquire, construct, improve and
maintain sufficient utility facilities to serve its customers adequately and reliably at
reasonable cost. The proposed issuances of the Debt are part of a program to finance the
Company’s facilities taking into consideration prudent capital ratios, earnings coverage
tests, market uncertainties and the relative merits of the various types of securities the
Company could sell or other financing it could arrange.

Accordingly, the proposed issuances: (1) are for lawful objects within the corporate
purposes of the Company; (2) are compatible with the public interest; (3) are necessary or
appropriate for or consistent with the proper performance by the Company of its service as
a public utility; (4) will not impair its ability to perform that service; and (5) are reasonably
necessary or appropriate for these purposes.
(k.) Statement, as of the date of the balance sheet submitted with this application, showing for
each class and series of capital stock: brief description; the amount authorized (face value
and number of shares); the amount outstanding (exclusive of any amount held in the
treasury), held amount as reacquired securities; amount pledged by the Company; amount
owned by affiliated interests, and amount held in any fund.
The capital stock as of September 30, 2022, is as follows:
Outstandin State
Shares Amount
Cumulative Preferred Stock:
Serial Preferred, $100 stated value
(3,500,000 shares authorized)
6.00% Series 5,930 $593,000

APPLICATION OF ROCKY MOUNTAIN POWER 12

7.00% Series 18,046 $1,804,600

5% Preferred, $100 stated value
(126,553 shares authorized) - -

No Par Serial Preferre
(16,000,000 shares authorized) - -

Total Preferred Stoc 23,976 $2,397,600

Common Stock*:
No Par Value
(750,000,000 shares authorized) 357,060,915

*All shares of outstanding common stock are owned by PPW Holdings LLC, a wholly owned subsidiary o
Berkshire Hathaway Energy Company.

APPLICATION OF ROCKY MOUNTAIN POWER 13

(l.) Statement, as of the date of the balance sheet submitted with this application, showing for
each class and series of long-term debt or notes: brief description (amount, interest rate and
maturity); amount authorized; amount outstanding (exclusive of any amount held in the treasury):
amount held as reacquired securities; amount pledged by the Company; amount held by affiliated
interest; and amount in sinking and other funds.

The long-term debt as of September 30, 2022, is as follows:
Description Authorize Outstandin
First Mort a e Bonds:
3.60% Series due April 1, 2024 $425,000,000 $425,000,000
3.35% Series due Jul 1, 2025 $250,000,000 $250,000,000
3.50% Series due June 15, 2029 $400,000,000 $400,000,000
2.70% Series due September 15, 2030 $400,000,000 $400,000,000
7.70% Series due November 15, 2031 $300,000,000 $300,000,000
5.90% Series due Au ust 15, 2034 $200,000,000 $200,000,000
5.25% Series due June 15, 2035 $300,000,000 $300,000,000
6.10% Series due Au ust 1, 2036 $350,000,000 $350,000,000
5.75% Series due April 1, 2037 $600,000,000 $600,000,000
6.25% Series due October 15, 2037 $600,000,000 $600,000,000
6.35% Series due Jul 15, 2038 $300,000,000 $300,000,000
6.00% Series due Januar 15, 2039 $650,000,000 $650,000,000
4.10% Series due February 1, 2042 $300,000,000 $300,000,000
4.125% Series due January 15, 2049 $600,000,000 $600,000,000
4.15% Series due February 15, 2050 $600,000,000 $600,000,000
3.30% Series due March 15, 2051 $600,000,000 $600,000,000
2.90% Series due June 15, 2052 $1,000,000,000 $1,000,000,000

8.08% MTN Series E due October 14, 2022 $51,000,000 $51,000,000
8.23% MTN Series E due Januar 20, 2023 $5,000,000 $5,000,000
8.23% MTN Series E due Januar 20, 2023 $4,000,000 $4,000,000

7.26% MTN Series F due Jul 21, 2023 $38,000,000 $38,000,000
7.23% MTN Series F due Au ust 16, 2023 $15,000,000 $15,000,000
7.24% MTN Series F due Au ust 16, 2023 $30,000,000 $30,000,000
6.72% MTN Series F due September 14, 2023 $2,000,000 $2,000,000
6.75% MTN Series F due September 14, 2023 $7,000,000 $7,000,000
6.75% MTN Series F due October 26, 2023 $48,000,000 $48,000,000

6.71% MTN Series G due Januar 15, 2026 $100,000,000 $100,000,000

Total First Mort a e Bonds $8,475,000,000

APPLICATION OF ROCKY MOUNTAIN POWER 14

Description Authorize Outstandin

Pollution Control Revenue Bonds:
Converse Count , W omin :
Variable% Series 1994 due November 1, 2024 $8,190,000 $8,190,000
Variable% Series 1995 due November 1, 2025 $5,300,000 $5,300,000
Sweetwater Count , W omin :
Variable% Series 1994 due November 1, 2024 $21,260,000 $21,260,000
Variable% Series 1995 sue November 1, 2025 $24,400,000 $24,400,000
Lincoln Count , W omin :
Variable% Series 1994 due November 1, 2024 $15,060,000 $15,060,000
Variable% Series 1995 due November 1, 2025 $22,000,000 $22,000,000
Emer Count , Utah:
Variable% Series 1994 due November 1, 2024 $121,940,000 $121,940,000

Total Pollution Control Revenue Bonds $218,150,000

Total Lon -Term Debt $8,693,150,000

(m.) Any other applicable exhibits:
The following exhibits are made a part of this Application:
Incorporated by
reference to:

Exhibit Case Exhibit Description
A-1 PAC-E-
02-4
A Third Restated Articles of Incorporation effective
November 20, 1996, as amended effective
November 29, 1999
A-2 PAC-E-
07-02
A-2 Bylaws, as amended effective May 23, 2005
B Resolutions of the Board of Directors authorizing the
proposed issuances
C Balance Sheet, actual and pro forma, dated September 30,
2022
D Income Statement, actual and pro forma, for the 12
months ended September 30, 2022
E SEC Registration Statement on Form S-3
F Public invitation for proposal to purchase or underwrite
the proposed issuance (Not applicable.)

APPLICATION OF ROCKY MOUNTAIN POWER 15

** Exhibit or supplement to the Exhibit is to be filed as soon as available.

III. MODIFIED PROCEDURE

Rocky Mountain Power believes that a technical hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed under Modified
Procedure, i.e., by written submissions rather than by hearing, in accordance with RP 201 et seq.
WHEREFORE, Rocky Mountain Power respectfully requests that the Commission issue
an order in this matter on or before March 31, 2023, to be effective upon issuance, authorizing
Rocky Mountain Power to issue, sell, or exchange, in one or more public offerings or private
placements, fixed or floating rate Debt in the aggregate principal amount of not more than
$5,000,000,000 or, if the Debt is issued at an original issue discount, such greater amount as shall
result in an aggregate offering price of not more than $5,000,000,000, and enter into letter of credit
arrangements with one or more banks or such other agreements or arrangements as may be
necessary or appropriate, from time to time, to provide additional credit support for the payment
of the principal of, the interest on, and the premium (if any) on the Debt. The Company requests
that such authority remain in effect until September 30, 2028, so long as the Company maintains
a BBB- or higher senior secured debt rating, as indicated by Standard & Poor’s Rating Services,
and a Baa3 or higher senior secured debt rating, as indicated by Moody’s Investors Service, Inc.

G
Copies of each proposal received for a negotiated
placement of the offering, a summary tabulation, a list of
prospective underwriters from whom no proposal was
received, and a justification of the accepted underwriting
proposal (Not applicable)
H Source and Uses of Treasury Funds, actual and pro forma,
dated September 30, 2022
I A statement of the bond indenture or other limitations on
interest and dividend coverage, and the effects of those
limitations on this issuance
J** Prospectus
K** Underwriting Agreement or Agency Agreement

APPLICATION OF ROCKY MOUNTAIN POWER 16

The Company agrees to continue to file with the Commission on a quarterly basis debt
reports including any Debt authorized by the requested order and, to the extent not otherwise an
obligation of the Company pursuant to Commitment I20 approved by Order No. 29998 in
Case No. PAC-E-05-8, all credit rating agency reports related to the Company issued during the
quarter.
RESPECTFULLY SUBMITTED this 27th day of February 2023.

ROCKY MOUNTAIN POWER

By:
Joe Dallas
Attorney for PacifiCorp

VERIFICATION
I, Nikki L. Kobliha, declare, under penalty of perjury, that I am the duly appointed Vice
President, CFO and Treasurer of PacifiCorp and am authorized to make this verification. The
application and the attached exhibits were prepared at my direction and were read by me. I know
the contents of the application and the attached exhibits, and they are true, correct, and complete
of my own knowledge except those matters stated on information or belief which I believe to be
true.
WITNESS my hand and the seal of PacifiCorp on this 27th day of February 2023
____________________________
Nikki L. Kobliha
VERIFICATION

EXHIBIT B

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
PACIFICORP
Resolutions No. 2022-004
Pursuant to ORS §60.341, the undersigned, constituting all of the current directors of
PacifiCorp, an Oregon corporation (the “Company”), hereby adopt and consent to the
following resolutions as of October __, 2022:
I.Long-Term Borrowing Authorizations
A.First Mortgage, and Collateral Trust Bonds
WHEREAS, the Board of Directors of PacifiCorp (the “Company”), by
resolutions adopted September 15, 2020 (the “Prior Resolutions”) authorized
the issuance and sale or exchange by the Company from time to time of up to
$3,000,000,000 (or the equivalent thereof at the time of issuance in foreign
currencies) in aggregate principal amount of one or more new series of its First
Mortgage and Collateral Trust Bonds, to be issued under and secured by the
Company’s Mortgage and Deed of Trust dated as of January 9, 1989 to the
trustee thereunder (the "Trustee"), as heretofore amended and supplemented
and as it may be further amended and supplemented (the “PacifiCorp
Mortgage”); and
WHEREAS, it is now desirable to provide for the issuance of additional bonds,
and restate the unused authority of the Prior Resolutions; 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
$5,000,000,000 (or the equivalent thereof at the time of issuance in foreign
currencies) 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 requirements of all applicable federal and state securities
laws in connection with such issuance and sale or exchange; and further
20
Rocky Mountain Power Exhibit B Page 1 of 16 Case No. PAC-E-23-03
Resolutions No. 2022-004
October 2022
Page 2 of 11
RESOLVED, that in accordance with the PacifiCorp Mortgage, any of the
Company’s Chief Executive Officer; the Presidents and Chief Executive
Officers of its divisions; its Vice President, Chief Financial Officer and
Treasurer; its Vice president, Controller and Assistant Treasurer; and any other
officer of the Company designated by any two of such officers (each, an
“Authorizing Officer”), acting jointly with at least one other Authorizing
Officer, is hereby authorized and empowered, in the Company’s name and on
its behalf, to establish one or more series of Bonds, and to approve one or more
Supplemental Indentures; and further
RESOLVED, that an Authorizing Officer, acting alone, is authorized to
execute (by manual or facsimile or electronic 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 maturity, sinking
fund and redemption or repurchase provisions, if any, and the currency
denomination of any such series), as an Authorizing Officer 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 31 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 annum unless specifically authorized by the Board of Directors; and further
RESOLVED, that the Authorizing Officer 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 $5,000,000,000 in aggregate principal amount
of Bonds (or the equivalent thereof at the time of issuance in foreign
currencies), and to deliver the same upon the written order or orders of an
Authorizing Officer 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 further
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 further action as in their judgment may be desirable or
appropriate to cause the execution, authentication and delivery of said Bonds
as specified in the immediately preceding resolution; and further
Rocky Mountain Power Exhibit B Page 2 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 3 of 11
RESOLVED, that The Bank of New York Mellon Trust Company, N.A., 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 further
RESOLVED, that, in connection with the issuance and sale of any series of
Bonds denominated in foreign currencies, 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 further
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
underwriters or agents for the placement of the Bonds, (ii) to negotiate, execute
and deliver one or more underwriting, sales agency or interest rate swap
agreements or amendments, in one or more counterparts, 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 further
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 arrangements are necessary or appropriate
in the circumstances.
B. Regulatory Approvals for Financing
RESOLVED, that the officers of the Company are hereby authorized, in the
Company’s name and on its behalf, to prepare and file with the Federal Energy
Regulatory Commission, California Public Utilities Commission, the Idaho
Public Utilities Commission, the Public Utility Commission of Oregon, the
Public Service Commission of Utah, the Washington Utilities 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
Rocky Mountain Power Exhibit B Page 3 of 16 Case No. PAC-E-23-03
Resolutions No. 2022-004
October 2022
Page 4 of 11
regulatory authorities authorizing, notifying as to, or exempting, the issuance
and sale or exchange by the Company of the Bonds, 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
further
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 Bonds are hereby approved, ratified and confirmed; and
further
RESOLVED, that the officers of the Company are hereby authorized and
directed, in the Company’s name and on its behalf, to make any and all such
further filings with, and to take any and all such further action in the
proceedings before, federal and state regulatory authorities as in the judgment
of the officer or officers taking such action may appear desirable or appropriate
for the purpose of obtaining any and all such further regulatory approvals,
authorizations or consents, or making any notifications, as may be required to
be obtained by the Company in connection with the consummation of the
issuance and sale or exchange by it of the Bonds; and further
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 Bonds or any exchange of Bonds 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 officers may appear desirable
or appropriate; and further
RESOLVED, that each of the Vice President, Chief Financial Officer and
Treasurer, the Vice President, Controller and Assistant Treasurer, and the
Corporate Secretary and any Assistant Corporate Secretary is hereby appointed
as the true and lawful 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 Bonds 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
Rocky Mountain Power Exhibit B Page 4 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 5 of 11
to appoint the Chief Financial Officer, the Treasurer, the Assistant Treasurer(s)
and the Corporate Secretary and any Assistant Corporate Secretary, and each
of them severally, as the true and lawful attorney or attorneys of each such
director or officer 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 each of the Vice President, Chief Financial Officer and
Treasurer, the Vice President, Controller and Assistant Treasurer, and the
Corporate Secretary and any Assistant Corporate Secretary, 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 further
RESOLVED, that it is desirable and in the best interests of the Company that
its securities be qualified or registered for sale in various jurisdictions, that any
officer is 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 part of the securities of the Company as said officers may
deem advisable, that said officers 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 applicable laws of any such jurisdiction, 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 further
RESOLVED, that each of the Authorizing Officers of the Company is hereby
authorized, in the Company’s name and on its behalf, to negotiate with agents,
underwriters or other purchasers with respect of the terms of the issuance and
sale or exchange of each offering of the Bonds, and to execute and deliver, in
the Company’s name and on its behalf, an agreement or agreements with such
agents, underwriters 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
parties) 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.
Rocky Mountain Power Exhibit B Page 5 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 6 of 11
C. Effect on Prior Resolutions
RESOLVED, that the foregoing resolutions shall supersede the Prior
Resolutions with respect to the Bonds, but the foregoing resolutions shall not
affect the validity of any actions taken in reliance on such previously adopted
resolutions and shall not affect the authorization of the issuance of bonds
issued prior to the date hereof issued pursuant to supplemental indentures
(which shall remain authorized pursuant to applicable prior resolutions).
II. Short-Term Borrowing Authorizations

WHEREAS, it is desirable for the Company to increase its authority to (i) make
unsecured short-term borrowings on a revolving basis, (ii) issue commercial
paper or similar notes and (iii) enter into alternative unsecured short-term
borrowing arrangements; provided that the aggregate principal amount of such
borrowings, commercial paper and similar notes does not exceed
$2,000,000,000 outstanding at any one time; now, therefore, be it

A. Credit Agreements

RESOLVED, that the Company is hereby authorized to enter into one or more
credit agreements, on such terms as shall be approved by the Company’s Vice
President, Chief Financial Officer and Treasurer, acting together with the Vice
President, Controller and Assistant Treasurer (together, the “Approving
Officers”), pursuant to which the Company, from time to time, may make
unsecured borrowings on a revolving basis, in principal amounts not to exceed
an aggregate of $2,000,000,000 outstanding at any one time (the “Credit
Agreements”); and further

RESOLVED, that the Board of Directors hereby delegates to the Approving
Officers the authority to approve, from time to time, Credit Agreements,
including restatements or amendments thereto, and the form of notes related
thereto, and to adopt such other resolutions and to take all such other action or
actions as they may deem necessary or appropriate to carry out the purposes of
these resolutions, including, without limitation, authorizing officers to
approve, execute and deliver restatements or amendments to Credit
Agreements subject to such limitations and conditions as the Approving
Officers shall impose; provided, however, that no Credit Agreement shall have
a term exceeding 10 years from its effective date; and further

RESOLVED, that each of the Company’s Authorizing Officers (as defined
above) is hereby authorized, in the Company’s name and on its behalf, to
negotiate with banks, financial institutions and other lenders with respect to
the terms of any such Credit Agreement; and further

RESOLVED, that, subject to the further approval of the Approving Officers
and the obtaining of all requisite federal and state regulatory approvals,
authorizations or consents, the Company may issue notes and make
Rocky Mountain Power Exhibit B Page 6 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 7 of 11
borrowings from time to time pursuant to the Credit Agreements in an
aggregate principal amount not to exceed $2,000,000,000 outstanding at any
one time; and further

RESOLVED, that the foregoing resolutions shall supersede, as of the date
hereof, the resolutions authorizing credit agreements adopted by the Board of
Directors on November 11, 1997; and further

RESOLVED, that the Company is hereby authorized to enter into such
restatements, amendments, or future Credit Agreements and any other
agreements with similar terms as shall be approved by or pursuant to further
action of the Approving Officers.

B. Commercial Paper

RESOLVED, that, subject to the obtaining of all requisite federal, state and
other applicable regulatory approvals, authorizations and consents, the
Company may issue and sell its commercial paper or similar notes, in the
United States or in any foreign market, or both, from time to time, in the form
of unsecured promissory notes, denominated in or based upon United States or
foreign currencies, in principal amounts not to exceed an aggregate of
$2,000,000,000 at any one time outstanding, each such note to be signed by
one or more officers of the Company if required, at such prices and containing
such terms as an Authorizing Officer (as defined above) shall deem
appropriate, including, without limitation, any terms requiring the Company to
make payments of additional interest for or on account of the imposition of
any tax, assessment or other governmental charge upon payments made with
respect to notes sold in any foreign market; provided that no such note shall be
for a term of more than 270 days if issued in the United States or for a term of
more than one year if issued in any foreign market; and provided further that
the outstanding aggregate principal amount of such notes, together with the
outstanding aggregate principal amount of borrowings under the Credit
Agreements or alternative borrowing arrangements approved below, shall not
exceed $2,000,000,000 outstanding at any one time; and further

RESOLVED, that any such promissory notes may be issued in book-entry
form using one or more master notes in accordance with the procedures of The
Depository Trust Company or such other depository as the officers of the
Company shall designate; and further

RESOLVED, that each of the Authorized Officers is hereby authorized and
empowered, in the Company’s name and on its behalf, from time to time, to
negotiate, execute and deliver agreements with dealers, issuing and paying
agents, The Depository Trust Company, or others as are deemed necessary or
appropriate by any such officers for the placement, issuance and sale of
commercial paper and similar notes, and that such agreements may provide for
such fees and other terms and conditions as the Authorized Officer executing
such agreements shall approve, his or her execution thereof to be conclusive
Rocky Mountain Power Exhibit B Page 7 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 8 of 11
evidence of such approval; and that each of said officers is hereby authorized
and empowered, in the Company’s name and on its behalf, to designate from
time to time the person or persons authorized to give instructions,
communicate to any issuing and paying agent the terms of such commercial
paper or similar notes, or otherwise take action on behalf of the Company
under any such agreement; and further

RESOLVED, that the acts of the officers in negotiating, executing and
delivering any dealer or issuing and paying agency or related agreements, in
the Company’s name and on its behalf, prior to the date hereof, are hereby in
all respects approved, ratified and confirmed, and such agreements shall
continue in full force and effect until terminated pursuant to the terms thereof.

C. Alternative Borrowing Arrangements

RESOLVED, that each Authorized Officer is hereby authorized, in the
Company’s name and on its behalf, from time to time, to negotiate, execute
and deliver, or to direct the negotiation, execution and delivery of, an
agreement or agreements with any domestic or foreign bank, banks, banking
institutions or other financial institutions or agent of any thereof, providing for
unsecured, short-term borrowings, in addition or as an alternative to the
borrowings contemplated under the Credit Agreements, of not to exceed
$2,000,000,000 outstanding at any one time; and further

RESOLVED, that such agreement or agreements may provide for such
commitment or similar fees, be denominated in or based upon United States or
foreign currencies and have such other terms and conditions as the Authorized
Officer executing such agreement or agreements shall approve, their execution
thereof to be conclusive evidence of such approval; and further.

RESOLVED, that, subject to obtaining all requisite regulatory approvals,
authorizations or consents, each of the Authorized Officers is hereby
authorized, in the Company’s name and on its behalf, from time to time, to
execute and deliver such agreement or agreements as necessary or appropriate
to make said borrowings, and to execute and deliver any required evidence of
such borrowings; provided, however, that no such evidence of indebtedness
shall have a maturity date of more than one year; and provided further that the
outstanding aggregate principal amount of such borrowings, together with the
outstanding aggregate principal amount of borrowings under the Credit
Agreements and the aggregate principal amount of any outstanding
commercial paper or similar notes issued by the Company, shall not exceed
$2,000,000,000 outstanding at any one time; and further

RESOLVED, that any two of the Authorized Officers are hereby authorized to
designate and empower from time to time, either by name or by title, and with
such limitations and conditions, including provisions for recognition and
verification, as such officers shall deem advisable, those officers, employees
and agents for the Company who shall have authority, either individually or
Rocky Mountain Power Exhibit B Page 8 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 9 of 11
jointly, to make telephonic or oral requests or orders, or telegraphic, computer
or other electronic requests or orders, or other requests or orders, with respect
to borrowings under agreements approved pursuant to these resolutions; and
further

RESOLVED, that each bank or other institution which has been notified of a
designation made pursuant to the foregoing resolution, such notification to
include a certificate signed by the Corporate Secretary or an Assistant
Corporate Secretary of the Company listing the persons so designated, shall be
entitled to honor and to charge the Company with all telephonic or other oral
requests or orders, or telegraphic, computer or other electronic requests or
orders, or other requests or orders, for borrowings made in accordance with the
foregoing resolution.

D. Regulatory Approvals and Applications

RESOLVED, that the officers of the Company are hereby authorized, in the
Company's name and on its behalf, to prepare and file with all federal and state
regulatory authorities having jurisdiction, applications for orders authorizing
the Company to make the borrowings authorized above, together with any and
all amendments to said applications and with any and all exhibits and other
documents pertaining to said applications (and such amendments and
supplements), as in the judgment of such officers may appear desirable or
appropriate; and further

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 said applications (and such amendments and supplements),
for orders authorizing the Company to make such borrowings are hereby
ratified, approved and confirmed; and further

RESOLVED, that the officers of the Company are hereby authorized and
empowered, in the Company’s name and on its behalf, to make any such
further filings with, and to take any such further action in the proceedings
before, federal and state regulatory authorities as in the judgment of the officer
or officers taking such action may appear desirable or appropriate to carry out
the purposes of the foregoing resolutions; and further

RESOLVED, that the officers of the Company are hereby authorized and
directed to take or cause to be taken any and all such action or actions as in the
judgment of the officer or officers taking or causing such action may appear
desirable or appropriate to carry out the purposes of the foregoing resolutions;
and further

Rocky Mountain Power Exhibit B Page 9 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 10 of 11
RESOLVED, that the resolutions authorizing the issuance of commercial
paper or similar notes and alternative borrowing arrangements adopted by the
Board of Directors of the Company through its resolutions of November 11,
1997, are superseded by the foregoing resolutions.

III. General Authorization

RESOLVED, that the officers and the Board of the Company be, and hereby
are, authorized, empowered and directed, in the name and on behalf of the
Company, to make all such arrangements, to take all such further action, to
cause to be prepared and filed any documents, to make all expenditures and
incur all expenses and to execute and deliver, in the name of and on behalf of
the Company, any agreements, instruments, certificates and documents
(including without limitation officers’ certificates) as they may deem
necessary, appropriate or advisable in order to fully effectuate the purpose of
each and all of the foregoing resolutions, and the execution by such officers of
any such agreement, instrument, document or certificate or the payment of any
such expenditures or expenses 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
agreement, instrument, document or certificate so executed, the expenses or
expenditures so paid and the action so taken; and be it further

RESOLVED, that any and all actions heretofore taken by the officers or the
Board of the Company in connection with the matters contemplated by the
foregoing resolutions, including without limitation the actions and matters
authorized herein and all related documents, instruments and agreements, be,
and hereby are, approved, confirmed and ratified in all respects.

Signatures appear on following page
Rocky Mountain Power Exhibit B Page 10 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 11 of 11
IN WITNESS WHEREOF, the directors of the Company have executed this written
consent as of the date first written above.

______________________________ ______________________________
Scott W. Thon Stefan A. Bird

______________________________ ______________________________
Calvin D. Haack Gary W. Hoogeveen

______________________________ ______________________________
Natalie L. Hocken Nikki L. Kobliha

Rocky Mountain Power Exhibit B Page 11 of 16 Case No. PAC-E-23-03
IN WITNESS WHEREOF, the directors of the Company have executed this written
consent as of the date first written above.
Scott W. Thon
Natalie L. Hock en
Resolutions No. 2022-004
October 2022
Page 11 of 11
Stefan A. Bird
Gary W. Hoogeveen
Nikki L. Kobliha
Rocky Mountain Power Exhibit B Page 12 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 11 of 11
IN WITNESS WHEREOF, the directors of the Company have executed this written
consent as of the date first written above.

______________________________ ______________________________
Scott W. Thon Stefan A. Bird

______________________________ ______________________________
Calvin D. Haack Gary W. Hoogeveen

______________________________ ______________________________
Natalie L. Hocken Nikki L. Kobliha

Rocky Mountain Power Exhibit B Page 13 of 16 Case No. PAC-E-23-03
Resolutions No. 2022-004
October 2022
Page 11 of 11
IN WITNESS WHEREOF, the directors of the Company have executed this written
consent as of the date first written above.
______________________________ ______________________________
Scott W. Thon Stefan A. Bird
______________________________ ______________________________
Calvin D. Haack Gary W. Hoogeveen
______________________________ ______________________________
Natalie L. Hocken Nikki L. Kobliha
Rocky Mountain Power Exhibit B Page 14 of 16 Case No. PAC-E-23-03
Rocky Mountain Power Exhibit B Page 15 of 16 Case No. PAC-E-23-03

Resolutions No. 2022-004
October 2022
Page 11 of 11
IN WITNESS WHEREOF, the directors of the Company have executed this written
consent as of the date first written above.

______________________________ ______________________________
Scott W. Thon Stefan A. Bird

______________________________ ______________________________
Calvin D. Haack Gary W. Hoogeveen

______________________________ ______________________________
Natalie L. Hocken Nikki L. Kobliha

Rocky Mountain Power Exhibit B Page 16 of 16 Case No. PAC-E-23-03
EXHIBIT C
Proposed Journal Entries for the 12 Months Ended September 30, 2022
Temporary Cash Investments 131 1,086,735,000
Unamortized Discount on Long-Term Debt 226 3,300,000
Unamortized Debt Expense 181 9,965,000
Bonds 221 1,100,000,000
Proceeds from issuing $1.1 billion in long-term debt on 12/1/2022 (5.350% Green FMB Series due 2053)
Interest on Long-Term Debt 427 / 216 62,150,000
Cash 131 62,150,000
Interest on $1.1 billion bond issuance (5.350% Green FMB Sereis due 2053)
Amortization of Debt Expense & Discount 428 / 216 427,903
Unamortized Debt Expense 181 321,452
Unamortized Discount on Long-Term Debt 226 106,452
Amortization of debt expense & discount on $1.1 billion bond issuance (5.350% Green FMB Series due 2053)
Temporary Cash Investments 131 4,950,000,000
Unamortized Debt Expense 181 50,000,000
Bonds 221 5,000,000,000
Proceeds of issuing $5.0 billion in long-term debt
Amortization of Debt Expense 428 / 216 1,666,667
Unamortized Debt Expense 181 1,666,667
Amortization of debt expense for $5.0 billion bond issuance
Interest on Long-Term Debt 427 / 216 247,500,000
Cash 131 247,500,000
Interest on $5.0 billion bond issuance
Bonds 221 1,493,150,000
Cash 131 1,493,150,000
Proceeds of bond issuances used to finance long-term debt maturities (for scheduled maturities after 9/30/22
through 12/31/27)
PacifiCorp
Pro Forma Issuance of $5.0 billion of Long-term Debt
Rocky Mountain Power Exhibit C Page 1 of 4 Case No. PAC-E-23-03
PacifiCorp
Pro Forma Issuance of $5.0 billion of Long-term Debt
Temporary Cash Investments 131 60,367,505
Interest on Long-Term Debt 427 / 216 60,367,505
Reduced interest from maturing bonds replaced by new issuances
Construction Work In Progress 107 4,294,302,505
Cash 131 4,294,302,505
Remaining proceeds of bond issuances used to finance additional capital spending
Construction Work In Progress 107 212,567,974
AFUDC - borrowed funds 432 / 216 212,567,974
Capitalized interest from increased CWIP
Income Taxes - Federal 409 / 216 (7,779,903)
Income Taxes - State 409 / 216 (1,761,933)
Taxes Accrued 236 (9,541,836)
Net tax effect of above interest expense amounts
Pro Forma Assumptions:
1) Proceeds of long-term debt issuance used to replace maturing long-term debt and finance
capital expenditures.
2) Assumed 30 year long-term debt issuance at 4.95% interest rate with 1.0% issuance costs.
3) For purposes of pro forma statements, the rate for the pro forma long-term debt issuance used to finance
new capital spending is assumed as the allowance for borrowed funds used during construction rate.
4) Scheduled long-term debt maturities through 12/31/27:
Annual Interest
Maturity 12-Mo Ended
Amount Rate Date September 30, 2022
51,000,000 8.080% 10/14/22 $4,120,800
9,000,000 8.230% 01/20/23 $740,700
300,000,000 2.950% 06/01/23 $8,850,000
38,000,000 7.260% 07/21/23 $2,758,800
15,000,000 7.230% 08/16/23 $1,084,500
30,000,000 7.240% 08/16/23 $2,172,000
2,000,000 6.720% 09/14/23 $134,400
7,000,000 6.750% 09/14/23 $472,500
48,000,000 6.750% 10/26/23 $3,240,000
425,000,000 3.600% 04/01/24 $15,300,000
166,450,000 2.884%11/01/24 $4,800,418 *
250,000,000 3.350% 07/01/25 $8,375,000
51,700,000 3.111%11/01/25 $1,608,387 **
100,000,000 6.710% 01/15/26 $6,710,000____________________
$1,493,150,000 $60,367,505
*annual interest expense for this period is an estimate for the 4 series of remarketed variable-rate PCRB obligations,
totaling $166.5m and maturing 11/1/24 - using the weighted average variable rate as of 9/30/22 for these 4 series.
**annual interest expense for this period is an estimate for the 3 series of remarketed variable-rate PCRB obligations,
totaling $51.7m and maturing 11/1/25 - using the weighted average variable rate as of 9/30/22 for these 3 series.
5) Effective federal income tax rate of 21% and effective state tax rate of 4.540%.
Rocky Mountain Power Exhibit C Page 2 of 4 Case No. PAC-E-23-03
EXHIBIT C
PACIFICORP
UNCONSOLIDATED BALANCE SHEET
September 30, 2022
ASSETS AND OTHER DEBITS
TOTAL
CORPORATION
PROPOSED
FINANCING
TOTAL
PROFORMA
UTILITY PLANT
UTILITY PLANT (101-106, 114)32,847,165,009 32,847,165,009
CONSTRUCTION WORK IN PROGRESS - ELECTRIC (107)2,095,899,845 4,506,870,479 6,602,770,324
TOTAL UTILITY PLANT 34,943,064,854 4,506,870,479 39,449,935,333
ACCUM PROV FOR DEPRECIATION, AMORTIZATION, DEPLETION CR 12,266,217,958 12,266,217,958
UTILITY PLANT - NET 22,676,846,895 4,506,870,479 27,183,717,374
NONUTILITY PROPERTY AND INVESTMENTS
NONUTILITY PROPERTY (121)21,205,011 21,205,011
ACCUM PROV FOR DEPR/AMORT OF NONUTILITY PROP (122) CR 3,246,862 3,246,862
INVESTMENT IN ACCOCIATED COMPANIES (123)69,928 69,928
INVESTMENT IN SUBSIDIARY COMPANIES (123.1)133,851,259 133,851,259
OTHER INVESTMENTS (124)98,684,958 98,684,958
OTHER SPECIAL FUNDS (128)147,152,761 147,152,761
LONG-TERM PORTION OF DERIVATIVE INSTRUMENT ASSETS (175)41,644,715 41,644,715
TOTAL NONUTILITY PROPERTY & INVESTMENTS 439,361,771 - 439,361,771
CURRENT AND ACCRUED ASSETS
CASH (131)30,238,388 - 30,238,388
SPECIAL DEPOSITS (132-134)81,441 81,441
TEMPORARY CASH INVESTMENTS (136)135,928,262 135,928,262
NOTES RECEIVABLE (141)1,382,309 1,382,309
CUSTOMER ACCOUNTS RECEIVABLE (142)536,749,329 536,749,329
OTHER ACCOUNTS RECEIVABLE (143)43,544,901 43,544,901
ACCUMULATED PROV FOR UNCOLLECTIBLE ACCOUNTS (144)CR 19,409,033 19,409,033
NOTES RECEIVABLE FROM ASSOCIATED COMPANIES (145)- -
ACCOUNTS RECEIVABLE FROM ASSOCIATED COMPANIES (146)5,751,472 5,751,472
FUEL STOCK (151-152)144,641,270 144,641,270
MATERIALS AND SUPPLIES (154-163)325,962,836 325,962,836
PREPAYMENTS (165)107,105,945 107,105,945
INTEREST AND DIVIDENDS RECEIVABLE (171)- -
RENTS RECEIVABLE (172)1,910,777 1,910,777
ACCRUED UTILITY REVENUES (173)285,196,000 285,196,000
MISCELLANEOUS CURRENT AND ACCRUED ASSETS (174)- -
CURRENT PORTION OF DERIVATIVE INSTRUMENT ASSETS (175)149,176,384 149,176,384
LONG-TERM PORTION OF DERIVATIVE INSTRUMENT ASSETS (175) CR 41,644,715 41,644,715
TOTAL CURRENT AND ACCRUED ASSETS 1,706,615,566 - 1,706,615,566
DEFERRED DEBITS
UNAMORTIZED DEBT EXPENSE (181)40,851,297 57,976,882 98,828,179
OTHER REGULATORY ASSETS (182.3)1,541,421,830 1,541,421,830
PRELIMINARY SURVEY & INVESTIGATION CHARGES (183)18,934,852 18,934,852
TEMPORARY FACILITIES (185)- -
MISCELLANEOUS DEFERRED DEBITS (186)114,916,395 114,916,395
UNAMORTIZED LOSS ON REACQUIRED DEBT (189)2,493,063 2,493,063
ACCUMULATED DEFERRED INCOME TAXES (190)714,103,060 714,103,060
TOTAL DEFERRED DEBITS 2,432,720,497 57,976,882 2,490,697,379
TOTAL ASSETS AND OTHER DEBITS 27,255,544,730 4,564,847,361 31,820,392,090
SEE PACIFICORP'S 2021 FERC FORM NO. 1 AND Q3-2022 FERC FORM 3-Q FOR THE NOTES TO THE FINANCIAL STATEMENTS
EXHIBIT
PAGE 1 OF 2
Rocky Mountain Power Exhibit C Page 3 of 4 Case No. PAC-E-23-03
EXHIBIT C
PACIFICORP
UNCONSOLIDATED BALANCE SHEET
September 30, 2022
LIABILITIES AND OTHER CREDITS
TOTAL
CORPORATION
PROPOSED
FINANCING
TOTAL
PROFORMA
CAPITALIZATION
COMMON EQUITY
COMMON STOCK ISSUED (201)3,417,945,896 3,417,945,896
OTHER PAID-IN CAPITAL (208-211)1,102,063,956 1,102,063,956
CAPITAL STOCK EXPENSE (214) DR 41,101,061 41,101,061
RETAINED EARNINGS (215.1, 216)5,892,758,446 (29,267,255) 5,863,491,191
UNAPPROPRIATED UNDISTRIBUTED SUBSIDIARY EARNINGS (216.1)77,506,547 77,506,547
REACQUIRED CAPITAL STOCK (217)
CCUMULATED OTHER COMPREHENSIVE INCOME (219)(16,409,583) (16,409,583)
TOTAL COMMON EQUITY 10,432,764,202 (29,267,255) 10,403,496,947
PREFERRED STOCK ISSUED (204)2,397,600 2,397,600
LONG-TERM DEBT
BONDS (221)8,693,150,000 4,606,850,000 13,300,000,000
UNAMORTIZED PREMIUM ON LONG-TERM DEBT (225)906 906
UNAMORTIZED DISCOUNT ON LONG-TERM DEBT (226)DR 23,535,556 3,193,548 26,729,105
TOTAL LONG-TERM DEBT 8,669,615,350 4,603,656,452 13,273,271,801
TOTAL CAPITALIZATION 19,104,777,152 4,574,389,197 23,679,166,349
OTHER NONCURRENT LIABILITIES
OBLIGATIONS UNDER CAPITAL LEASES (227)18,936,608 18,936,608
ACCUMULATED PROVISION FOR PROPERTY INSURANCE (228.1)7,762,889 7,762,889
ACCUMULATED PROVISION FOR INJURIES & DAMAGES (228.2)217,577,534 217,577,534
ACCUMULATED PROVISION FOR PENSIONS & BENEFITS (228.3)73,087,319 73,087,319
ACCUMULATED MISCELLANEOUS OPERATING PROVISIONS (228.4)32,307,127 32,307,127
ACCUMULATED PROVISION FOR RATE REFUNDS (229)- -
LONG-TERM PORTION OF DERIVATIVE INSTRUMENT LIABILITIES 202,883 202,883
ASSET RETIREMENT OBLIGATION (230)314,551,826 314,551,826
TOTAL OTHER NONCURRENT LIABILITIES 664,426,186 - 664,426,186
CURRENT AND ACCRUED LIABILITIES
NOTES PAYABLE (231)-
ACCOUNTS PAYABLE (232)1,059,812,286 1,059,812,286
NOTES PAYABLE TO ASSOCIATED COMPANIES (233)-
ACCOUNTS PAYABLE TO ASSOCIATED COMPANIES (234)143,471,577 143,471,577
CUSTOMER DEPOSITS (235)37,808,308 37,808,308
TAXES ACCRUED (236)184,271,376 (9,541,836) 174,729,540
INTEREST ACCRUED (237)119,048,443 119,048,443
DIVIDENDS DECLARED (238)40,475 40,475
TAX COLLECTIONS PAYABLE (241)27,513,541 27,513,541
MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES (242)97,740,250 97,740,250
OBLIGATIONS UNDER CAPITAL LEASES - CURRENT (243)3,961,930 3,961,930
DERIVATIVE INSTRUMENT LIABILITIES (244)6,645,219 6,645,219
LONG-TERM PORTION OF DERIVATIVE INSTRUMENT LIAB. (244) DR 202,883 202,883
DERIVATIVE INSTRUMENT LIABILITIES - HEDGES (245)
TOTAL CURRENT AND ACCRUED LIABILITIES 1,680,110,524 (9,541,836) 1,670,568,688
DEFERRED CREDITS
CUSTOMER ADVANCES FOR CONSTRUCTION (252)145,030,499 145,030,499
ACCUMULATED DEFERRED INVESTMENT TAX CREDITS (255)11,805,523 11,805,523
OTHER DEFERRED CREDITS (253)346,586,002 346,586,002
OTHER REGULATORY LIABILITIES (254)1,566,241,826 1,566,241,826
ACCUM DEFERRED INCOME TAXES - ACCEL AMORTIZTN (281)136,344,556 136,344,556
ACCUM DEFERRED INCOME TAXES-OTHER PROPERTY (282)3,121,831,988 3,121,831,988
ACCUMULATED DEFERRED INCOME TAXES-OTHER (283)478,579,733 478,579,733
TOTAL DEFERRED CREDITS 5,806,420,125 - 5,806,420,125
TOTAL LIABILITIES AND OTHER CREDITS 27,255,733,987 4,564,847,361 31,820,581,347
SEE PACIFICORP'S 2021 FERC FORM NO. 1 AND Q3-2022 FERC FORM 3-Q FOR THE NOTES TO THE FINANCIAL STATEMENTS
EXHIBIT
PAGE 2 OF 2
Rocky Mountain Power Exhibit C Page 4 of 4 Case No. PAC-E-23-03
EXHIBIT D
EXHIBIT D
PACIFICORP
UNCONSOLIDATED STATEMENT OF INCOME
12 MONTHS ENDED SEPTEMBER 30, 2022
TOTAL
CORPORATION
PROPOSED
FINANCING
TOTAL
PROFORMA
UTILITY OPERATING INCOME
OPERATING REVENUES (400)5,506,675,339 5,506,675,339
OPERATION AND MAINTENANCE EXPENSE
OPERATION (401)2,786,163,760 2,786,163,760
MAINTENANCE (402)411,873,943 411,873,943
TOTAL OPERATION AND MAINTENANCE EXPENSE 3,198,037,703 - 3,198,037,703
DEPRECIATION (403)1,006,862,875 1,006,862,875
AMORTIZATION (404-407)64,727,652 64,727,652
REGULATORY DEBITS/(CREDITS) (407.3-407.4)15,085,770
TAXES OTHER THAN INCOME TAXES (408.1)214,858,666 214,858,666
INCOME TAXES (409.1)(160,840,517) (9,541,836) (170,382,353)
PROVISION FOR DEFERRED INCOME TAXES (410.1 & 411.1)89,172,745 89,172,745
INVESTMENT TAX CREDIT ADJUSTMENTS - NET (411.4)(1,168,820) (1,168,820)
GAINS FROM DISPOSITION OF ALLOWANCES (411.8) CR 100 100
UTILITY OPERATING INCOME 1,079,939,364 9,541,836 1,104,566,970
OTHER INCOME AND DEDUCTIONS
OTHER INCOME
INCOME FROM MERCHANDISING (415-416)180,359 180,359
INCOME FROM NONUTILITY OPERATIONS (417)(26,027) (26,027)
NONOPERATING RENTAL INCOME (418)303,311 303,311
EQUITY IN EARNINGS OF SUBSIDIARIES (418.1)20,758,414 20,758,414
INTEREST AND DIVIDEND INCOME (419)35,058,423 35,058,423
ALLOW FOR FUNDS USED DURING CONSTRUCTION (419.1)59,358,143 59,358,143
MISCELLANEOUS NONOPERATING INCOME (421)(2,494,132) (2,494,132)
GAIN ON DISPOSITION OF PROPERTY (421.1)1,722,938 1,722,938
TOTAL OTHER INCOME 114,861,427 - 114,861,427
OTHER INCOME DEDUCTIONS
LOSS ON DISPOSITION OF PROPERTY (421.2)- -
MISCELLANEOUS AMORTIZATION (425)1,331,469 1,331,469
MISCELLANEOUS INCOME DEDUCTIONS (426)7,339,189 7,339,189
TOTAL OTHER INCOME DEDUCTIONS 8,670,658 - 8,670,658
TAXES APPLIC TO OTHER INCOME & DEDUCTIONS
TAXES OTHER THAN INCOME TAXES (408.2)328,053 328,053
INCOME TAXES (409.2)5,953,604 5,953,604
PROVISION FOR DEFERRED INCOME TAXES (410.2 & 411.2)425,077 425,077
INVESTMENT TAX CREDITS (420)CR 1,447,682 1,447,682
TOTAL TAXES APPLIC TO OTHER INC & DED 5,259,053 - 5,259,053
NET OTHER INCOME AND DEDUCTIONS 100,931,717 - 100,931,717
INCOME BEFORE INTEREST CHARGES 1,180,871,081 9,541,836 1,205,498,687
INTEREST CHARGES
INTEREST ON LONG-TERM DEBT (427)402,509,632 249,282,495 651,792,127
AMORTIZATION OF DEBT DISCOUNT AND EXPENSE (428)4,456,334 2,094,570 6,550,903
AMORTIZATION OF LOSS ON REACQUIRED DEBT (428.1)513,537 513,537
AMORTIZATION OF PREMIUM ON DEBT - CREDIT (429) CR 3,409 3,409
AMORTIZATION OF GAIN ON REACQUIRED DEBT (429.1)- -
INTEREST ON DEBT TO ASSOCIATED COMPANIES (430)- -
OTHER INTEREST EXPENSE (431)17,158,712 17,158,712
ALLOW FOR BORROWED FUNDS USED DURING CONSTR (43 CR 26,522,494 212,567,974 239,090,468
NET INTEREST CHARGES 398,112,312 38,809,091 436,921,403
INCOME BEFORE EXTRAORDINARY ITEMS 782,758,769 (29,267,255) 768,577,284
EXTRAORDINARY ITEMS - NET OF INCOME TAX
INCOME TAX ON CUM. EFFECT OF CHG IN ACCT. PRINC
CUMULATIVE EFFECT OF CHANGE IN ACCT. PRINCIPLE - - -
NET INCOME 782,758,769 (29,267,255) 768,577,284
PREFERRED DIVIDEND REQUIREMENTS 161,902
EARNINGS AVAILABLE FOR COMMON STOCK 782,596,867 (29,267,255) 768,577,284
SEE PACIFICORP'S 2021 FERC FORM NO. 1 AND Q3-2022 FERC FORM 3-Q FOR THE NOTES TO THE FINANCIAL STATEMENTS
EXHIBIT
PAGE 1 OF 1
Rocky Mountain Power Exhibit D Page 1 of 1 Case No. PAC-E-23-03
EXHIBIT E
EXHIBIT I
Exhibit I
Copy of Registration Statement and financial exhibits, filed with the Securities and
Exchange Commission:
See link below for PacifiCorp’s currently effective Form S-3ASR automatic shelf registration
statement of well-known seasoned issuer filed 9/25/20 with the United States Securities and
Exchange Commission to issue an indeterminate amount of additional first mortgage bonds
through September 2023 (File No. 333-249044):
https://www.sec.gov/Archives/edgar/data/75594/000110465920108844/0001104659-20-
108844-index.htm
Rocky Mountain Power Exhibit E Page 1 of 220
Case No. PAC-E-23-03
As filed with the Securities and Exchange Commission on September 25, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________
PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon 93-0246090
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification Number)
825 N.E. Multnomah Street
Portland, Oregon 97232
888-221-7070
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_________________________
Nikki L. Kobliha
Director, Vice President, Chief Financial Officer and Treasurer, PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232
888-221-7070
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_________________________
Copy to:
Jeffery B. Erb
Corporate Secretary, PacifiCorp and Chief Corporate Counsel &
Corporate Secretary of Berkshire Hathaway
Energy Company
825 N.E. Multnomah Street, Suite 2000
Portland, Oregon 97232
[phone]
M. Christopher Hall
Kara Tatman
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, Oregon 97209
[phone]
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined
by market conditions and other factors.
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: †
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: _
If this Form is filed 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. †
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. †
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. _
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) of the Securities Act, check the following box. …
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer †Accelerated filer †
Rocky Mountain Power Exhibit E Page 2 of 220
Case No. PAC-E-23-03
Non-accelerated filer _Smaller reporting company †
Emerging growth company †
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. †
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Amount to be
registered Proposed maximum
offering price per unit
Proposed maximum
aggregate offering price
Amount of
registration fee
First Mortgage Bonds (1)(2)
(1) An indeterminate amount 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) under the Securities Act, the registrant is deferring payment of the entire registration fee.
__________________________
Rocky Mountain Power Exhibit E Page 3 of 220
Case No. PAC-E-23-03
PROSPECTUS
PACIFICORP
FIRST MORTGAGE BONDS
PacifiCorp, an Oregon corporation, may from time to time offer First Mortgage Bonds (“securities” or the “bonds”) in one or more issuances or
series at prices and on terms to be determined at the time of sale.
We will 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 or through agents designated from time to time or through underwriters or dealers. The supplements to this
prospectus will describe the terms of any particular plan of distribution, including any underwriting arrangements. The “Plan of Distribution” section in this
prospectus provides more information on this topic.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement relating to the securities offered.
Investing in our securities involves risks. See the “Risk Factors” section beginning on page 2 of this prospectus for information on certain
matters you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 25, 2020.
Rocky Mountain Power Exhibit E Page 4 of 220
Case No. PAC-E-23-03
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS 1
FORWARD-LOOKING STATEMENTS 1
THE COMPANY 2
RISK FACTORS 2
USE OF PROCEEDS 3
DESCRIPTION OF BONDS 3
BOOK-ENTRY, DELIVERY AND FORM 7
PLAN OF DISTRIBUTION 9
WHERE YOU CAN FIND MORE INFORMATION 11
INCORPORATION BY REFERENCE 11
LEGAL MATTERS 11
EXPERTS 12
Rocky Mountain Power Exhibit E Page 5 of 220
Case No. PAC-E-23-03
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the U.S. 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. This prospectus provides a general description of the securities. Each time we sell securities, we will provide a prospectus supplement that will
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 will 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 related to offered securities, 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 filed with
the registration statement or incorporated by reference to earlier SEC filings listed in the registration statement. See “Where You Can Find More Information”
and “Incorporation by Reference.”
You should rely only on the information contained in, or incorporated by reference in, this prospectus and any 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, making 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 any 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. Our business, financial
condition and results of operations may have changed since that date.
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the additional information referred to under the heading ‘‘Where You Can Find More
Information’’ may contain ‘‘forward-looking statements’’ within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the safe harbor created by the Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are ‘‘forward-looking statements’’ for purposes of these
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, risks 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 ability to control. We have identified a number of these factors in our filings with the SEC, including the Form 10-K, the Forms 10-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.
1
Rocky Mountain Power Exhibit E Page 6 of 220
Case No. PAC-E-23-03
THE COMPANY
PacifiCorp, an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company (‘‘BHE”), is a United States regulated electric utility company
headquartered in Oregon that serves retail electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. We are principally
engaged in the business of generating, transmitting, distributing and selling electricity. Our combined service territory includes diverse regional economies
across six states. No single segment of the economy dominates the combined service territory, which helps mitigate our exposure to economic fluctuations. In
the eastern portion of the service territory, consisting of Utah, Wyoming and southeastern Idaho, the principal industries are manufacturing, mining or
extraction of natural resources, agriculture, technology, recreation and government. In the western portion of the service territory, consisting of Oregon,
southern Washington and northern California, the principal industries are agriculture, manufacturing, forest products, food processing, technology,
government and primary metals. In addition to retail sales, we buy and sell electricity on the wholesale market with other utilities, energy marketing
companies, financial institutions and other market participants to balance and optimize the economic benefits of electricity generation, retail customer loads
and existing wholesale transactions.
Our operations are conducted under numerous franchise agreements, certificates, permits and licenses obtained from federal, state and local authorities.
Several of these franchise agreements allow the municipality the right to seek amendment to the franchise agreement at a specified time during the term. We
generally have an exclusive right to serve electric customers within our service territories and, in turn, have an obligation to provide electric service to those
customers. In return, the state utility commissions have established rates on a cost-of-service basis, which are designed to allow us an opportunity to recover
our costs of providing services and to earn a reasonable return on our investments.
We were incorporated under the laws of the state of Oregon in 1989 and our principal executive offices are located at 825 N.E. Multnomah Street,
Portland, Oregon 97232, our telephone number is [phone] and our internet address is www.pacificorp.com. We deliver electricity to customers in
Utah, Wyoming and Idaho under the trade name Rocky Mountain Power and to customers in Oregon, Washington and California under the trade name Pacific
Power.
All shares of our common stock are indirectly owned by BHE. We also have shares of preferred stock outstanding that are subject to voting rights in
certain limited circumstances.
For additional information concerning our business and affairs, including our capital requirements, external financing arrangements and 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 sections entitled “Where You Can Find More Information” and “Incorporation by
Reference.”
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 filed 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”, “Where You Can Find More Information” and “Incorporation by Reference” 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 collateral subject to the mortgage securing our bonds (“Mortgage”) and, if there is a default or a foreclosure sale, the value of
the collateral may not be sufficient to repay the holders of any bonds.
We have not made any formal appraisal of the value of the collateral subject to the Mortgage, which will secure any bonds we may offer along with
other bonds issued under the Mortgage. The value of the collateral in the event of a liquidation or foreclosure will depend on market and economic conditions,
the availability of buyers, the timing of the sale of the collateral and other factors. We cannot assure you that the proceeds from a sale of all of the collateral
would be sufficient to satisfy the amounts outstanding under our first mortgage bonds or that such payments would be made in a timely manner. If the
proceeds were not sufficient to repay amounts outstanding under the bonds, then holders of the 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.
2
Rocky Mountain Power Exhibit E Page 7 of 220
Case No. PAC-E-23-03
There is no existing market for the bonds, and we cannot assure you that an active trading market for the bonds will develop.
We do not intend to apply for listing of the bonds 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 bonds. Accordingly, the ability of holders to sell the bonds that they hold or the price at which holders will be
able to sell the bonds may be limited. Future trading prices of the bonds will depend on many factors, including, among other things, prevailing interest rates,
our operating results and the market for similar securities.
We do not know whether an active trading market will develop for the bonds. To the extent that an active trading market does develop, the price at
which a holder may be able to sell the bonds 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 bonds may not be readily accepted as collateral for loans.
The terms of the Mortgage and the supplemental indentures do not prohibit us from incurring additional indebtedness, which could adversely affect our
financial condition.
The terms of the Mortgage and the supplemental indentures do not prohibit us from incurring indebtedness in addition to the bonds we may issue.
Accordingly, we could enter into financings, acquisitions, refinancings, recapitalizations or other highly leveraged transactions that could significantly
increase our total amount of outstanding indebtedness. The interest payments needed to service this increased level of indebtedness could have a material
adverse effect on our operating results. A highly leveraged capital structure could also impair our overall credit quality, making it more difficult for us to
finance our operations, and could result in a downgrade in the ratings of our indebtedness, including any bonds we may issue, by credit rating agencies.
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 bonds will initially
become part of our general funds and will be used for capital expenditures or utility asset purchases, to repay all or a portion of our short- or long-term
borrowings and for general corporate purposes.
DESCRIPTION OF BONDS
General
We may issue first mortgage bonds from time to time under our Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented (the “Mortgage”), with The Bank of New York Mellon Trust Company, N.A. (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 incorporated by
reference as an exhibit to this Registration Statement. Whenever particular provisions or defined terms in the Mortgage are referred to in the following
summary, those provisions or defined terms are found in the Mortgage. Section and Article references used below are references to provisions of the Mortgage
unless we otherwise note. When we refer to “bonds,” we refer to all first mortgage bonds issued under the Mortgage, including any bonds that may be offered
pursuant to this prospectus.
We expect to issue bonds in the form of fully registered bonds and, except as may be set forth in any prospectus supplement, in denominations of
$2,000 and any integral multiples of $1,000 in excess thereof. The bonds may be transferred without charge, other than for applicable taxes or other
governmental charges, at the offices of the Mortgage Trustee. See “Book-Entry, Delivery and Form.”
Maturity and Interest Payments
The prospectus supplement relating to any bonds will set forth the date or dates on which those bonds will mature, the rate or rates per annum at
which those bonds will bear interest and the times at which any interest will be payable. Those terms, as well as other terms and conditions of the bonds,
including those related to redemption and purchase referred to under “Redemption or Purchase of Bonds” below, will be established by us at the time we issue
the bonds.
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Redemption or Purchase of Bonds
The prospectus supplement relating to any particular series of bonds will set forth the redemption or repurchase terms and other specific terms of
those bonds.
If we elect or are required to redeem all or part of the bonds, we will provide a notice of redemption in accordance with the Mortgage at least 30 days
prior to the redemption date unless otherwise provided in a supplemental indenture to the Mortgage. A failure to duly give notice to any bondholder will not
affect the validity of the redemption of any other bond. A notice of redemption may be subject to the receipt of the redemption amount by the Mortgage
Trustee on or before the date fixed for redemption and will be of no effect unless the redemption amount is received. If the redemption amount is held by the
Mortgage Trustee for redemption, on and after the redemption date the bonds subject to redemption will cease to bear interest and will cease to be entitled to
the lien of the Mortgage. (Section 12.02)
We may request that cash deposited under any provisions of the Mortgage be applied (with specific exceptions) to the redemption or repurchase of
bonds of any series. (Section 7.03, Section 12.05 and Section 13.06)
There is no sinking or analogous fund in the Mortgage.
Security and Priority
The bonds will be issued under the Mortgage and secured by a first mortgage lien on certain utility property owned from time to time by us. Any
bonds issued will be equally and ratably secured with all other bonds issued under the Mortgage.
The Mortgage excepts from its lien, among others, all cash and securities (except as specifically deposited with the Mortgage Trustee in certain
circumstances); equipment, materials or supplies held for sale or other disposition; any fuel and similar consumable materials and supplies; automobiles, other
vehicles, aircraft, boats and vessels; timber, crops, minerals, mineral rights and royalties; receivables, general intangibles, contracts, leases and operating
agreements (except those specifically pledged); electric energy, gas, water, steam and other products for sale, distribution or other use; natural gas wells and
leases; 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; and our interest in the Wyodak Facility. The lien of the Mortgage is also subject to Excepted Encumbrances,
including tax and construction liens, purchase money liens, certain rights of and obligations to public authorities and others, certain easements, restrictions,
exceptions or reservations related to our property and rights of way, and other specific exceptions. (Section 1.06) 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. (See Section 3.01 of the Thirty-First Supplemental Indenture)
The Mortgage subjects after-acquired property to the mortgage lien, generally subject to the exceptions discussed above. In addition, after-acquired
property may be subject and subordinate to a Class “A” Mortgage, purchase money mortgages and other liens or defects in title. A Class “A” Mortgage is a
mortgage or similar indenture of a company that is merged into or consolidated with us and designated by us as a Class “A” Mortgage. (Section 1.02)
The Mortgage provides that the Mortgage Trustee shall have a lien on 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 Bonds
An unlimited principal amount of bonds may be issued under the Mortgage. Bonds of any series may be issued from time to time on the basis of:
(1) 70% of the cost or fair value of qualified Property Additions after certain adjustments, as determined in accordance with the terms of the
Mortgage;
(2) Class “A” Bonds (which need not bear interest) issued under a Class “A” Mortgage delivered to the Mortgage Trustee;
(3) retirement of bonds or certain prior lien bonds; and/or
(4) deposits of cash.
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With certain exceptions in the case of clauses (2) and (3) above, the issuance of bonds is subject to our Adjusted Net Earnings for 12 consecutive
months out of the preceding 15 months, before interest expense and income taxes, being at least twice the Annual Interest Requirements on all outstanding
bonds issued under the Mortgage, all outstanding Class “A” Bonds not held by the Mortgage Trustee, all other indebtedness secured by a lien prior to the lien
of the Mortgage and all bonds then applied for in pending bond issuance applications under the Mortgage. In general, interest on variable interest bonds, if
any, is calculated using the rate then in effect. (Section 1.07 and Articles IV through VII)
Property Additions generally include property used in generating, transmitting, transporting, supplying and managing the use of energy or fuel in any
form, other than, generally, property excepted from the Mortgage as described above such as fuel, rolling stock, property which is chargeable as an operating
expense, and property used principally for the production or gathering of natural gas. (Section 1.04)
Release and Substitution of Property
Property subject to the Mortgage may be released generally on the basis of:
(1) the release of that property from a Qualified Lien;
(2) the deposit of cash, outstanding bonds 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) a waiver of the right to issue bonds on the basis of bond retirements.
Funded Cash, as defined in Section 1.05 of the Mortgage, may be withdrawn upon the bases stated in (3) and (4) above. The Mortgage contains
special provisions with respect to certain prior lien bonds deposited and disposition of moneys received in respect of deposited prior lien bonds. In addition,
the Mortgage provides an alternative provision (Section 13.04) for release of property that does not constitute Funded Property (generally, “Funded Property”
is property that was used as the basis for bond issuances or other property releases). This alternative provision does not require any of the basis for release
described above and instead requires, among other conditions, the amount of outstanding bonds to not exceed 70% of the fair value of the then Funded
Property at the time of the release. (Sections 1.05, 7.02, 9.05, 10.01 through 10.04 and 13.03 through 13.09)
Merger or Consolidation
We may consolidate or merge with any company carrying on a similar business as us, or convey, transfer or lease all or substantially all of our
property to another company, generally provided that the action fully preserves and does not impair the lien of the Mortgage or the rights of the Mortgage
Trustee and bondholders. (Section 18.01) In those circumstances, the Mortgage will not be required to become a lien upon any of the properties owned or
thereafter acquired by the successor company. (Section 18.03) The Mortgage further 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)
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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 become due in the usual course of
business. (Section 9.07)
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 accountant, appraiser or other 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 will 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 Trustee
The Bank of New York Mellon Trust Company, N.A. or its affiliates may act as a lender, trustee or agent under other agreements and indentures
involving us and our affiliates.
Modification
The rights of bondholders may be modified with the consent of holders of at least 60% of the principal amount of the bonds outstanding, or, if not all
series of bonds are adversely affected, the consent of the holders of at least 60% of the principal amount of the outstanding bonds adversely affected. In
general, no modification of the terms of payment of principal, premium, if any, or interest and no modification permitting the creation of a lien ranking prior
to or on a parity with the lien of the Mortgage or reducing the percentage required for modification is effective against any bondholder without the consent of
the holder. (Section 21.07)
Unless we are in default in the payment of the interest on any bonds then Outstanding under the 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 of the 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 beyond any grace period;
(4) certain events in bankruptcy, 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 will 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)
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The Mortgage Trustee or the holders of 25% of the principal amount of the bonds outstanding may declare the principal and interest due and payable on
Default, but a majority may annul the declaration if the Default has been cured. (Section 15.03) No holder of bonds may enforce the lien of the Mortgage
unless the Mortgage Trustee is given written notice of a Default and the Mortgage Trustee fails to act after the holders of 25% of the principal amount of the
bonds outstanding have requested in writing the Mortgage Trustee to act, offered it reasonable opportunity to act and offered an indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred when enforcing the lien. (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, although the Mortgage Trustee has the right to decline to follow the direction if it involves personal liability or would be unjustifiably
prejudicial to nonassenting bondholders, among other reasons. (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 will 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) will not
recognize income, gain or loss for federal income tax purposes as a result of the deposit, and/or ensuing discharge and will 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)
BOOK-ENTRY, DELIVERY AND FORM
Unless we indicate differently in a prospectus supplement, the bonds initially will be issued in book-entry form and represented by one or more
global bonds without interest coupons. The global bonds will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as
depositary, or DTC, and registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing
bonds under the limited circumstances described below, a global bond may not be transferred except as a whole by the depositary to its nominee or by the
nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
• a limited-purpose trust company organized under the New York Banking Law;
• a “banking organization” within the meaning of the New York Banking Law;
• a member of the Federal Reserve System;
• a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
• a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
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DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need
for physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers, including underwriters, banks, trust
companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC.
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as
indirect participants that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC
and its participants are on file with the SEC.
Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s
records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and
indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners
are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect
participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books
of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global
securities, except under the limited circumstances described below.
To facilitate subsequent transfers, all global bonds deposited by direct participants with DTC will be registered in the name of DTC’s partnership
nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of global bonds with DTC and their
registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the global bonds. DTC has no knowledge of the
actual beneficial owners of the global bonds. DTC’s records reflect only the identity of the direct participants to whose accounts the global bonds are credited,
which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers.
So long as the bonds are in book-entry form, you will receive payments and may transfer the bonds only through the facilities of the depositary and
its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus supplement for the applicable bonds, where
notices and demands in respect of the bonds and the Mortgage may be delivered to us and where certificated securities may be surrendered for payment,
registration of transfer or exchange.
Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time
to time.
Redemption notices will be sent to DTC. If less than all of the bonds of a particular series are being redeemed, DTC’s practice is to determine by lot
the amount of the interest of each direct participant in the bonds of such series to be redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the bonds. Under its usual procedures, DTC will mail
an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct
participants to whose accounts the bonds of such series are credited on the record date, identified in a listing attached to the omnibus proxy.
So long as bonds are in book-entry form, we will make payments on those bonds to the depositary or its nominee, as the registered owner of such
bonds, by wire transfer of immediately available funds. If bonds are issued in definitive certificated form under the limited circumstances described below, we
will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the
United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable payment date by the persons
entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated party.
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Redemption proceeds on the bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us on the payment date in
accordance with their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments will be the
responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption
proceeds to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments
to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect
participants.
Neither we, the Mortgage Trustee nor any agent of ours or of the Mortgage Trustee has or will have any responsibility or liability for:
(1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to, or payments made on account of, beneficial
ownership interests in the bonds or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records
relating to the beneficial ownership interests in the bonds; or
(2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants.
Except under the limited circumstances described below, purchasers of bonds will not be entitled to have such bonds registered in their names and
will not receive physical delivery of such bonds. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any
rights under the bonds and the Mortgage.
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may
impair the ability to transfer or pledge beneficial interests in the bonds.
DTC may discontinue providing its services as securities depositary with respect to the bonds at any time by giving reasonable notice to us. Under
such circumstances, in the event that a successor depositary is not obtained, certificates representing the bonds are required to be printed and delivered.
As noted above, beneficial owners of a particular series of bonds generally will not receive certificates representing their ownership interests in those
bonds. However, if:
• DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of
bonds or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a
successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered,
as the case may be;
• we determine, in our sole discretion and subject to DTC’s procedures, not to have such bonds represented by one or more global securities;
or
• an Event of Default has occurred and is continuing with respect to such series of bonds,
we will prepare and deliver certificates for such bonds in exchange for beneficial interests in the global bonds. Any beneficial interest in a global bond that is
exchangeable under the circumstances described in the preceding sentence will be exchangeable for bonds in definitive certificated form registered in the
names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect
to ownership of beneficial interests in the global bonds.
We have obtained the information in this section and elsewhere in this prospectus concerning DTC and DTC’s book-entry system from sources that are
believed to be reliable, but we take no responsibility for the accuracy of this information.
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 will 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.
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If we use underwriters to sell securities, we will enter into an underwriting agreement with the underwriters. Those securities will 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 market prices or at negotiated prices. The underwriter or underwriters with respect to a
particular underwritten offering of securities will be named in the prospectus supplement relating to that offering and, if an underwriting syndicate is used, the
managing underwriter or underwriters will 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, will 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 will be subject to specific conditions, and the underwriters will 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 will 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 particular offering of securities and any
discounts or concessions allowed or reallowed or paid to the dealer will 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 will 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, involved in the offer or sale of any
of the securities will be named, and any commissions payable by us to the agent will be set forth, in the prospectus supplement relating to that offer or sale.
Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis for the period of its appointment.
In connection with a particular underwritten offering of securities, and in compliance with applicable law, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the prices of the classes or series of securities offered, including stabilizing transactions and syndicate
covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that
might otherwise prevail in the open market, and if commenced, may be discontinued at any time. A description of these activities, if any, will 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 affiliates in
the ordinary course of business.
We will indicate in a prospectus supplement the extent to which we anticipate that a secondary market for the securities will be available. Unless we
inform you otherwise in a prospectus supplement, we do not intend to apply for the listing of any securities on a national securities exchange. If the securities
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.
Underwriters, dealers and agents participating 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 controlling
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.
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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 affiliated 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 stabilize the price of a
security in connection with the distribution of that security. All of the foregoing may affect the marketability of our securities.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part 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 file annual, quarterly and current 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. Our SEC filings can also
be accessed through our website at www.pacificorp.com. The information found on our website, other than any of our SEC filings that are incorporated by
reference herein, is not part of this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it, 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 part of this prospectus and later information that we file with
the SEC will automatically update or supersede this information. We incorporate by reference the documents listed below and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (but only to the extent the information therein is filed and not furnished), until all of the
securities covered by this prospectus have been sold:
•Annual Report on Form 10-K for the year ended December 31, 2019;
• Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020; and
•Current Report on Form 8-K filed with the SEC on April 8, 2020.
Upon written or oral request, we will deliver a copy of these filings (other than exhibits to such documents unless such exhibits are specifically
incorporated by reference therein), at no cost to you, by writing or telephoning us at the following address:
PacifiCorp
825 N.E. Multnomah Street, Suite 1900
Portland, Oregon 97232
Telephone: [phone]
Attention: Treasury
LEGAL MATTERS
The validity of the securities will be passed upon for us by Perkins Coie LLP, Portland, Oregon. If the securities are being distributed in an
underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the related prospectus supplement.
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EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from PacifiCorp’s Annual Report on Form 10-K for the year ended
December 31, 2019 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is
incorporated herein by reference. Such consolidated financial statements have 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 consolidated financial information for the periods ended March 31, 2020 and 2019 and June 30, 2020 and 2019,
which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have 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 PacifiCorp’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and incorporated by
reference herein, they did not audit and they do not express an opinion on that interim consolidated financial information. Accordingly, the degree of reliance
on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject
to the liability provisions of Section 11 of the Securities Act for their reports on the unaudited interim consolidated 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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Costs and expenses payable by us in connection with the issuance and distribution of the securities being registered are set forth as follows:
Registration fee $ *
Legal fees and expenses **
Accounting fees and expenses **
Trustee fees **
Rating agency fees **
Indenture recording fees **
Printing and delivery of registration statement, prospectus, certificates, etc.**
Miscellaneous expenses **
Total $
______________________
* In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee for the securities offered
by this prospectus.
** To be provided in an amendment or filing, or exhibit thereto, filed with the SEC, or reflected in the applicable prospectus supplement. These fees are
calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Oregon and is subject to the Oregon Business Corporation Act (the “OBCA”). The
Company’s Third Restated Articles of Incorporation (“Restated Articles”), and Bylaws, as amended (“Bylaws”), require the Company to indemnify directors
and officers to the fullest extent not prohibited by law. The right to and amount of indemnification ultimately will 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 OBCA. The effect of the OBCA is summarized
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 reasonable expenses (including attorneys’ fees), judgments, penalties, fines and
amounts paid in settlement actually 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 to the Company or the person is adjudged
liable on the basis that personal benefit was improperly received unless indemnification is permitted by a court upon a finding that 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 granted if that person is adjudged to be liable to the Company unless
indemnification is permitted by a court upon finding that the person is fairly and reasonably entitled to indemnification in view of all of the relevant
circumstances.
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(c) Under the OBCA, the Company may not indemnify a person in respect of a proceeding 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:
(1) 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 parties 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 parties 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 any one of (1) through (5) above,
except that if the determination of that indemnification’s permissibility is made by special legal counsel, then authorization of indemnification and evaluation
as to 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 affirmation of the director’s or officer’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 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.
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 will agree to indemnify the Company against certain liabilities, including liabilities under the Securities Act.
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT INDEX
Exhibit No.Description
1.1* Form of First Mortgage Bond Underwriting Agreement.
4.1 Mortgage and Deed of Trust dated as of January 9, 1989, between PacifiCorp and The Bank of New York Mellon Trust Company, N.A., as
successor Trustee, incorporated by reference to Exhibit 4-E, Form 8-B, File No. 1-5152, as supplemented and modified by 31
Supplemental Indentures, each incorporated by reference.
Exhibit No.File Type Period or File Date File Number
(4)(b)(a)SE November 2, 1989 33-31861
(4)(a)(a)8-K January 9, 1990 1-5152
(4)(a)(a)8-K September 11, 1991 1-5152
(4)(a)(a)8-K January 7, 1992 1-5152
(4)(a)(a)10-Q Quarter ended March 31, 1992 1-5152
(4)(a)(a)10-Q Quarter ended September 30, 1992 1-5152
(4)(a)(a)8-K April 1, 1993 1-5152
(4)(a)(a)10-Q Quarter ended September 30, 1993 1-5152
4(a)10-Q Quarter ended June 30, 1994 1-5152
4(b)10-K Year ended December 31, 1994 1-5152
4(b)10-K Year ended December 31, 1995 1-5152
4(b)10-K Year ended December 31, 1996 1-5152
4(b)10-K Year ended December 31, 1998 1-5152
99(a)8-K November 21, 2001 1-5152
4.1 10-Q Quarter ended June 30, 2003 1-5152
99 8-K September 8, 2003 1-5152
4 8-K August 24, 2004 1-5152
4 8-K June 13, 2005 1-5152
4.2 8-K August 14, 2006 1-5152
4 8-K March 14, 2007 1-5152
4.1 8-K October 3, 2007 1-5152
4.1 8-K July 17, 2008 1-5152
4.1 8-K January 8, 2009 1-5152
4.1 8-K May 12, 2011 1-5152
4.1 8-K January 6, 2012 1-5152
4.1 8-K June 6, 2013 1-5152
4.1 8-K March 13, 2014 1-5152
4.1 8-K June 19, 2015 1-5152
4.1 8-K July 13, 2018 1-5152
4.1 8-K March 1, 2019 1-5152
4.1 8-K April 8, 2020 1-5152
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4.2* Form of Additional Bond.
5.1 Opinion of Perkins Coie LLP.
15.1 Awareness Letter of Deloitte & Touche LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Perkins Coie LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page hereto).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as
Trustee, under the Mortgage and Deed of Trust, dated as of January 9, 1989, between the Company and The Bank of New York Mellon
Trust Company, N.A.
_______________________
* To be filed, if necessary, as an exhibit to an amendment hereto or as an exhibit to a document to be incorporated by reference herein.
(a) Not available electronically on the SEC website as it was filed in paper previous to the electronic system currently in place.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(ii) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(iii) 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 filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement; and
(iv) 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 paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC 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 filed pursuant to Rule 424(b) that is part
of the registration statement.
(2) That, for the purpose of determining any liability 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.
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(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(B) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part 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 10(a) of the Securities Act shall be deemed to be part 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 liability purposes of the issuer and any person that is at that
date 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 of
the 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 will, 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.
(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 primary 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 will be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) 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;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability 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.
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(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC 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
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling 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 will be
governed by the final adjudication of such issue.
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SIGNATURES
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 this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Portland, State of Oregon, on September 25, 2020.
PACIFICORP
By: /s/ Nikki L. Kobliha
Nikki L. Kobliha
Director, Vice President, Chief Financial Officer
and Treasurer (principal financial and accounting officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally,
Nikki L. Kobliha and Jeffery B. Erb, as his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, or any related registration statement
that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
/s/ William J. Fehrman Chairman of the Board of Directors and Chief September 25, 2020
William J. Fehrman Executive Officer (principal executive officer)
/s/ Nikki L. Kobliha Director, Vice President, Chief Financial Officer and September 25, 2020
Nikki L. Kobliha Treasurer (principal financial and accounting officer)
/s/ Stefan A. Bird Director September 25, 2020
Stefan A. Bird
/s/ Gary W. Hoogeveen Director September 25, 2020
Gary W. Hoogeveen
/s/ Calvin D. Haack Director September 25, 2020
Calvin D. Haack
/s/ Natalie L. Hocken Director September 25, 2020
Natalie L. Hocken
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Exhibit 4.1
[CONFORMED COPY]
PACIFICORP,
An Oregon Corporation
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
A New York Corporation
Trustee
Mortgage and Deed of Trust
Dated as of January 9, 1989
This Instrument Grants a Security Interest
By a Transmitting Utility
This Instrument Contains After-Acquired
Property Provisions
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PACIFICORP,
An Oregon Corporation
TO
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
A New York Corporation, Trustee
Mortgage and Deed of Trust
TABLE OF CONTENTS*
PAGE
PARTIES 1
RECITALS 1GRANTING CLAUSES 1
AGREEMENT AS TO AFTER-ACQUIRED PROPERTY 3
PROPERTIES EXCEPTED FROM LIEN OF INDENTURE 3
HABENDUM 4
GRANT IN TRUST 5
DEFEASANCE CLAUSE 5
COVENANT CLAUSE 5
ARTICLE I
Definitions
SEC. 1.01 Explanatory statement 6Construction of accounting terms 6
Evidence of approval of signer 6
Requests and applications to be accompanied by certificates and opinions 6
SEC. 1.02 “Adjusted Net Earnings” defined in Section 1.07 hereof 6
“Annual Interest Requirements” defined in Section 1.07 hereof 6
* The Table of Contents was not a part of the Mortgage and Deed of Trust as executed.
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PAGE
“Authorized Executive Officer of the Company” 7
“Authorized Financial Officer of the Company” 7
“Authorized Purposes” 7
“Board of Directors” 7“Class “A” Bonds” 7
“Class “A” Mortgage” 7
“Company” 7
“Cost” defined in Section 1.04(III) hereof 7
“Daily Newspaper” 7“Defaults” defined in Section 15.01 hereof 8
“Engineer” 8
“Engineer’s Certificate” 8
“Excepted Encumbrances” defined in Section 1.06 hereof 9
“Federal Bankruptcy Act” 9“Fuel Transportation Facilities” 9
“Funded Bonds” defined in Section 1.05 hereof 9
“Funded Cash” defined in Section 1.05 hereof 9
“Funded Property” defined in Section 1.05 hereof 9“independent” 9
“Independent Engineer’s Certificate” 9
“Investment Securities” 9
“Lien hereof” and “Lien of this Indenture” 10
“Mortgage” or “this Indenture” 10SEC. 1.03 “Mortgaged and Pledged Property” 10
“Net Earning Certificate” defined in Section 1.07 hereof 10
“Officers’ Certificate” 10
“Opinion of Counsel” 11“Original Trustee” 11
“Outstanding” 11
“Outstanding” with respect to Class “A” Bonds 11
“Outstanding” with respect to Qualified Lien Bonds defined in Section 1.06 hereof 11
“Pacific Mortgage” 11“Proceeds of Released Property” 11
“Property Additions” defined in Section 1.04 hereof 12
“Qualified Lien” defined in Section 1.06 hereof 12
“Qualified Lien Bonds” defined in Section 1.06 hereof 12
“Resolution” 12
“Responsible Officers” 12
“Retired Bonds” 12
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“Space Satellites” 12
“Trust Indenture Act” 12
“Trustee” 13
“underwriter” defined in Section 19.12 hereof 13
“Utah Mortgage” 13
“Wyodak Facility” 13
SEC. 1.04 (I) “Property Additions” 13
(II) Provisions for netting Property Additions 15
(III) “Cost” 16
SEC. 1.05 “Funded Property” 17
“Funded Bonds” 19“Funded Cash” 19
SEC. 1.06 “Excepted Encumbrances” 20
“Qualified Lien” 21
“Qualified Lien Bonds” 21
“Outstanding” 21SEC. 1.07 “Net Earning Certificate” 22
Construction of phrases relating to property retirement 26
Interest payments in foreign coin or currency 26
ARTICLE II
Forms, Execution, Registration, Exchange and Other
General Provisions as to Issuance of Bonds
SEC. 2.01 Aggregate principal amount of bonds unlimited 26
SEC. 2.02 Company free to determine price and other terms of issuance of bonds 27
SEC. 2.03 Bonds issuable in series; establishment of terms, conditions and provisions of each such series 27
SEC. 2.04 One or more series may be expressed in one or more foreign languages—English text shall prevail 30SEC. 2.05 Kinds and denominations of bonds 30
SEC. 2.06 Date of and interest on fully registered bonds 30
Dates and designation of coupon bonds 30
SEC. 2.07 Legends on bonds 31
SEC. 2.08 Surrender of bonds upon exchange 31
Authentication and issuance of new bonds 31
Charges for exchanges and transfers of bonds 31
SEC. 2.09 Registration and transfer books 32
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SEC. 2.10 Execution of bonds 32
Matured coupons to be detached before authentication of bonds 32
SEC. 2.11 Temporary bonds 33
SEC. 2.12 Replacement of stolen, lost, destroyed or mutilated bonds 33Indemnity and charges 33
SEC. 2.13 Trustee’s certificate on bonds 34
ARTICLE III
First Series of Bonds
SEC. 3.01 Bonds of the First Series 34
(I) Redemption of Bonds of the First Series 34(II) Exchange of Bonds of the First Series 34
(III) Delivery of Bonds of the First Series 34
ARTICLE IV
Issuance of Bonds Upon Deposit of Class “A”
Bonds With Trustee
SEC. 4.01 (I) Additional bonds issuable based upon deposit of Class “A” Bonds 35
(II) No Net Earning Certificate required in certain cases 36
ARTICLE V
Issuance of Bonds on the Basis
of Property Additions
SEC. 5.01 Additional bonds issuable on basis of Property Additions 37SEC. 5.02 No bonds issuable under Article V on basis of Funded Property 37
SEC. 5.03 Bonds issuable under Article V to specified percentage of Cost or fair value of Property Additions after
making certain deductions and additions 37
SEC. 5.04 Qualified Liens on Property Additions deducted from principal amount of bonds otherwise
issuable—exception 37Bonds issuable on Property Additions subject to Qualified Lien and Qualified Lien Bonds limited to
specified percentage of all bonds including Qualified Lien Bonds 37
SEC. 5.05 Net Earning requirements for issue on Property Additions 41
SEC. 5.06 Bond application papers for issue on Property Additions 41
Determination of Cost, fair value and fair market value 46
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ARTICLE VI
Issuance of Bonds Upon Retirement of
Bonds Previously Outstanding Hereunder
PAGE
SEC. 6.01 Bond application papers for issues in refunding certain Retired Bonds 46Net Earning Certificate in certain cases 47
SEC. 6.02 No bonds may be issued under Section 6.01 in certain cases 48
ARTICLE VII
Issuance of Bonds Upon Deposit of Cash With Trustee
SEC. 7.01 Bond application papers for issues against deposited cash 48
SEC. 7.02 Withdrawal of cash deposited under Section 7.01 49SEC. 7.03 Company may direct application of cash deposit under Section 7.01 to purchase, pay or redeem bonds 49
ARTICLE VIIIAmendments to the Trust Indenture Act
SEC. 8.01 Reservation of right to comply with or conform to the Trust Indenture Act 50
ARTICLE IX
Particular Covenants of the Company
SEC. 9.01 Possession 51
Maintenance of Lien 51
Right to mortgage 51
SEC. 9.02 Payment of principal and interest 51
Cancellation of paid coupons 51SEC. 9.03 (a) Appointment of qualified Trustee 51
(b) Office or agency for presentation of bonds, coupons, notices, etc. 52
     Results of failure to maintain such offices 52
(c) Duty of paying agent other than Trustee 52
(d) Duty of Company acting as paying agent 53(e) Delivery to Trustee of sums held by other paying agent 53
(f) All sums to be held subject to Section 22.03 53
SEC. 9.04 Payments of taxes, etc. 53
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SEC. 9.05 (I) Insurance on property 54
(II) Application of insurance proceeds 55
(III) Use of money not applied to rebuilding or renewal within eighteen months 56
(IV) Deductible provision 56SEC. 9.06 (I) Maintenance of Mortgaged and Pledged Property 56
(II) Permanent discontinuance of operation or reduction of capacity of any plants or property 57
(III) Independent Engineer’s Certificate on maintenance of Mortgaged and Pledged Property 57
(IV) Company objection in writing to findings of independent Engineer; arbitration 58
(V) Grace period regarding compliance 59(VI) Company shall cure deficiency; independent Engineer or arbitrators shall report to Trustee 59
(VII) Company deemed to have defaulted in covenants of this Section unless Trustee advised deficiency
has been cured 59
(VIII) Expenses 59
(IX) Relief of Company from certain covenants by order or regulation of regulatory authority 59(X) Retirement from plant account of property no longer useful in business 60
SEC. 9.07 Covenant as to dividends 60
SEC. 9.08 Maintenance of corporate existence and franchises 60
SEC. 9.09 Recording, filing, etc. 60Annual Opinion of Counsel 61
Instruments of further assurance 61
SEC. 9.10 (a) Company to furnish Trustee information as to names and addresses of bondholders 62
(b) Preservation by Trustee of such information 62
(c) Trustee shall make such information available or mail communications to bondholders in certain circumstances 62
(d) Trustee and paying agent not accountable by reason of disclosing or mailing material pursuant to
subdivision (c) 64
SEC. 9.11 (1) Company agrees to file with Trustee copies of annual reports which the Company may be required to file with the Securities and Exchange Commission 64
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(2) Company agrees to file with Trustee and Securities and Exchange Commission certain additional
information with respect to compliance with certain conditions and covenants of Indenture 64
(3) Company agrees to transmit to bondholders summaries of such information as may be required by
Securities and Exchange Commission 65SEC. 9.12 Books of record and account 65
Faithful performance of covenants, conditions, etc. 65
SEC. 9.13 Company to advise Trustee promptly after any failure to pay principal of or interest on Qualified Lien
Bonds or Class “A” Bonds 65
Upon cancellation of Qualified Lien Company will 65(a) cause Qualified Lien Bonds to be cancelled or deposited hereunder 65
(b) deposit hereunder all Funded Cash, etc., held thereunder 66
Not permit the amount of Qualified Lien Bonds to be increased—exceptions 66
Disposition of cash received on discharge of prior liens 67
SEC. 9.14 Annual Certificate of No Default 68
ARTICLE XConcerning Bonds Secured by Lien Prior to
the Lien Hereof Deposited with Trustee
SEC. 10.01 Requirements upon deposit of bonds secured by lien prior hereto 68
SEC. 10.02 Disposition of principal and interest on bonds secured by lien prior hereto 69SEC. 10.03 Surrender of bonds secured by lien prior hereto 70
Extension of maturity, etc., of bond secured by lien prior hereto 71
SEC. 10.04 Trustee’s rights on Default hereunder as holder of bonds secured by lien prior hereto 71
ARTICLE XI
Concerning Class “A” Bonds and
Additional Class “A” Mortgages
SEC. 11.01 Trustee to notify trustees of Class “A” Mortgages of Default and payments to be made on held Class “A”
Bonds 72
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ARTICLE XI
Concerning Class “A” Bonds and
Additional Class “A” Mortgages
PAGE
SEC. 11.02 Form of deposited Class “A” Bonds 72SEC. 11.03 Trustee to vote all Class “A” Bonds Outstanding with respect to any amendments or modification of
Class “A” Mortgage 72
SEC. 11.04 Limitation on issuance of Class “A” Bonds 73
SEC. 11.05 Limitation on issuance of Class “A” Bonds under a Class “A” Mortgage 73
SEC. 11.06 (I) Designation of Additional Class “A” Mortgages 73(II) Status of Additional Class “A” Mortgages and Additional Class “A” Bonds 75
ARTICLE XII
Redemption or Purchase of Bonds
SEC. 12.01 Which bonds redeemable 76
SEC. 12.02 Redemption of a part only of bonds 76
Notice of redemption 76Mailing notice 77
SEC. 12.03 Bonds due on redemption date if price deposited and notice given 78
SEC. 12.04 Redemption money held in trust until paid to holders on surrender of bonds 78
When bonds cease to bear interest 78Partial redemption of registered bonds 78
SEC. 12.05 Purchase of bonds with cash held by Trustee 78
Company may designate series 79
Solicitation of offers to sell 79
SEC. 12.06 Bonds paid, purchased or redeemed hereunder to be cancelled 79Destruction of bonds and coupons 79
ARTICLE XIIIPossession, Use and Release of Mortgaged
and Pledged Property
SEC. 13.01 Company’s possession and enjoyment 80
SEC. 13.02 What Company may do without release or consent by Trustee 80
(1) Replacement of machinery, equipment, tools, etc. 80
(2) Cancellation of rights of way 80
(3) Surrender or assent to modification of franchises, etc. 80
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SEC. 13.03 Release of property 81
(1) Officers’ Certificate 81
(2) Engineer’s Certificate 81
(3) Cash equal to amount by which Cost or fair value of property released exceeds the sum of:(a) Purchase money obligations received 82
(b) Cost or fair value of Property Additions made basis of release 82
(c) Principal amount of bonds which Company waives right to issue 83
(d) Purchase money obligations delivered to holder of Qualified Lien 83
(e) Principal amount of bonds delivered to Trustee 83(f) Taxes and expenses 83
(4) Opinion of Counsel on Property Additions 84
(5) Opinion of Counsel on purchase money mortgage, etc. 84
(6) Opinion of Counsel if franchise to be released 85
(7) Opinion of Counsel on conditions and covenants 85Assignment, filing and recordation of purchase money mortgages; Opinion of Counsel 85
Conditions if release based on Property Additions, etc. 85
When Property Additions made basis of release do not become Funded Property 86
Disposition of consideration received upon release 86Substituted property to become subject to Lien 88
SEC. 13.04 Release of property which is not Funded Property 88
(1) Officers’ Certificate 89
(2) Engineer’s Certificate 89
(3) Further Engineer’s Certificate 90(4) Opinion of Counsel 90
SEC. 13.05 Release of real estate unimproved for Company’s business 90
Any consideration received by Company to be deposited hereunder 91
SEC. 13.06 Withdrawal or application of moneys received for releases, etc. 91Such moneys may be:
(1) Withdrawn on basis of Property Additions 91
(2) Withdrawn on basis of right to issue bonds 92
(3) Applied to purchase bonds 92
(4) Applied to redeem bonds 92
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Requirements for withdrawal of moneys 92
When withdrawal does not represent Funded Property 94
Release of purchase money mortgage obligations 95
Principal and interest on purchase money mortgage obligations 95Disposition of bonds deposited under this Section 96
SEC. 13.07 Release of property or subordination to interests taken by eminent domain or purchased by
governmental body 96
Application of proceeds 96
SEC. 13.08 If Mortgaged and Pledged Property in hands of receiver or trustee, it may exercise powers conferred on Company 97
Notwithstanding default, Trustee may release Mortgaged and Pledged Property 97
Purchaser in good faith not put on inquiry 97
SEC. 13.09 Alternative method of release of certain Mortgaged and Pledged Property 98
SEC. 13.10 Quitclaim of property not subject to Lien 98
ARTICLE XIVDischarge of Class “A” Mortgage
SEC. 14.01 Discharge of Class “A” Mortgage if no bonds are Outstanding thereunder (excluding Class “A” Bonds
held by the Trustee) 99
ARTICLE XV
Remedies of Trustee and Bondholders Upon Default
SEC. 15.01 Definition of “Defaults” 99
SEC. 15.02 Trustee to give bondholders and trustees under Class “A” Mortgages notice of defaults 101
SEC. 15.03 Declaration of principal and accrued interest due upon Default 102
Holders of specified percentage of bonds may annul declaration 102
SEC. 15.04 Trustee may take possession and operate Mortgaged and Pledged Property on Default 103When Trustee shall surrender possession to Company 103
SEC. 15.05 Power of Trustee to sell all the Mortgaged and Pledged Property 103
SEC. 15.06 Judicial proceedings by Trustees 104
Remedies cumulative 104
Delay, etc., not a waiver of rights 104
Waiver of Default not to extend to subsequent Defaults 104
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SEC. 15.07 Holders of specified percentage of bonds may direct judicial proceedings by Trustee 104
Bonds owned by Company or affiliates not included in determining percentages for certain purposes 105
SEC. 15.08 Appointment of receiver 105
SEC. 15.09 All bonds to become due and payable upon sale of property 106SEC. 15.10 Purchase by bondholders at sale of property 106
SEC. 15.11 Receipt of Trustee or officer making sale to be a discharge to purchaser 106
Effect of sale on rights of Company 107
SEC. 15.12 Disposition of proceeds of sale 107
Order of application 107SEC. 15.13 Waiver by Company of advantage of any appraisement, valuation, stay, extension or redemption laws,
and of rights to marshal assets 108
SEC. 15.14 Payment of principal and interest to Trustee upon occurrence of certain defaults 109
Proofs of claim 109
Judgment may be taken by Trustee 110
Lien of Indenture not to be affected by judgment or levy of execution by Trustee 110
Application of moneys collected by Trustee 110
SEC. 15.15 Possession of bonds unnecessary in action by Trustee 110
Bondholders not necessary parties to action 111
SEC. 15.16 Limitation upon right of bondholders to institute certain legal proceedings 111
Right of bondholders to receive and enforce payment not impaired 112
SEC. 15.17 Company may waive period of grace 112
If enforcement proceedings abandoned, status quo ante restored 112
ARTICLE XVI
Evidence of Rights of Bondholders
and Ownership of Bonds
SEC. 16.01 Execution of instruments by bondholders 112
Proof of execution 112
(a) Acknowledgment 112(b) Certificate of trust company, bank, etc. 112
Consent or vote binding on future holder of bond 113
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SEC. 16.02 Evidence of ownership of temporary or coupon bonds 113
Evidence of ownership of registered bonds 113
Inspection of bonds 114
ARTICLE XVII
Immunity of Incorporators, Subscribers to the
Capital Stock, Shareholders, Officers and Directors
SEC. 17.01 Liability of officers, etc. released and waived 114
ARTICLE XVIII
Effect of Merger, Consolidation, Etc.
SEC. 18.01 Company may merge, consolidate, etc., upon certain terms 115
Covenant against impairment of Lien thereby 115Assumption of obligation by successor 115
SEC. 18.02 Rights of successor corporation 115
Execution of indenture 116
Issuance of bonds, etc., on basis of Property Additions by successor corporation 116
SEC. 18.03 Extent of Lien of this Indenture upon property of successor corporation 117
ARTICLE XIXConcerning the Trustee
SEC. 19.01 Qualification of Trustee 119
Acceptance of trust—duties in general 119
SEC. 19.02 Extent of Trustee’s liability—in general 119SEC. 19.03 Recitals deemed made by Company 121
SEC. 19.04 Trustee not liable for debts incurred in operating property 121
Trustee, etc., may own bonds 121
SEC. 19.05 Trustee may give notices incidental to action by it 121
SEC. 19.06 Notice by Trustee to Company—mailing 121SEC. 19.07 Trustee protected in relying on Certificates, etc. 122
Trustee may consult counsel 122
Responsibility in selection of experts 122
SEC. 19.08 Moneys deposited with Trustee to be held in trust 122
Interest on moneys with Trustee 122
SEC. 19.09 Compensation of Trustee—lien therefor 123
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SEC. 19.10 Trustee may rely on facts established by certificate from Company 124
SEC. 19.11 Action to be taken by Trustee who becomes creditor of Company 124
SEC. 19.12 Action to be taken by Trustee acquiring conflicting interest 129
Definition of conflicting interest 130SEC. 19.13 Trustee to transmit certain reports to bondholders 135
Copies of reports to be filed with stock exchanges and Securities and Exchange Commission 137
SEC. 19.14 Resignation or removal of Trustee 137
SEC. 19.15 Appointment of successor Trustee 138
SEC. 19.16 Appointment of additional trustees or co-trustees 139Conditions affecting such appointment 140
Notice by bondholders to Trustee, notice to all trustees 141
Contents, filing, etc.  of instrument appointing trustee 141
Incapacity, etc., of separate trustee or co-trustee 141
SEC. 19.17 Acceptance by successor trustee 141
Requirements of predecessor trustee upon retiring 142
SEC. 19.18 Merger or consolidation of Trustee 142
Delivery of bonds authenticated by predecessor Trustee 142
Authentication by successor Trustee 143SEC. 19.19 Appointment of successor Trustee by Company 143
SEC. 19.20 Appointment of authenticating agent 143
ARTICLE XX
Discharge of Mortgage
SEC. 20.01 Execution of requisite deeds and instruments 145
SEC. 20.02 Bonds for payment of which money or obligations of the United States are deposited are deemed paid—provisos 146
SEC. 20.03 Discharge of obligation to comply with covenants 147
ARTICLE XXI
Meetings and Consents of Bondholders
SEC. 21.01 Modifications of Indenture—in general 147
SEC. 21.02 Call and notice of meeting of bondholders 147
Place when called by Trustee 147
Written notice 148
Publication 148
When notice not required 148
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SEC. 21.03 Attendance at meetings 148
Trustee may make regulations as to deposits of bonds 148
Certificate in lieu of production of unregistered bonds 149
SEC. 21.04 Persons entitled to vote at meetings 150When production of bonds and further proof necessary 150
Proxies—Acknowledgment 150
SEC. 21.05 Temporary Chairman and Secretary 150
Permanent Chairman and Secretary 150
Inspectors of Votes 150SEC. 21.06 Quorum 151
Notice of adjournment 151
SEC. 21.07 Vote necessary for modification, alteration, etc., of Indenture 152
Limitations on right of modification 152
Bonds owned, held by, or for account of Company not counted 153
SEC. 21.08 Record of meeting 153
Conclusiveness of record 153
Copy of resolution to be mailed to bondholders 153
Proof of mailing to be filed with Trustee 153Effect of failure to mail 153
Approval of resolution by Company 154
Effective date of resolution 154
SEC. 21.09 Notation of action taken may be made on bonds 154
New bonds 154When supplemental instruments may be executed 154
SEC. 21.10 (A) Trustee may receive written consent of bondholders in lieu of holding a meeting 155
(B) Acknowledgment of written consent 155
(C) Revocation of consent 156
ARTICLE XXII
Miscellaneous
SEC. 22.01 Benefits restricted to parties hereto and to holders of bonds and coupons 156
SEC. 22.02 Investment of cash by Trustee in certain securities 157
Such securities held by Trustee as part of Mortgaged and Pledged Property 157
Retirement of bonds with funds in excess of specified amount held by Trustee for specified period 157
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SEC. 22.03 Deposits for bonds and coupons not claimed for specified period to be returned to Company on demand 158
SEC. 22.04 Rights may be waived or surrendered by Company 158
Company may enter into further covenants for benefit of one or more series of bonds 158
Trustee may join with Company in execution of instruments 159SEC. 22.05 Formal requirements of certificates and opinions hereunder 159
SEC. 22.06 Concerning court costs and counsel fees in certain suits hereunder 160
SEC. 22.07 Successors and assigns 160
SEC. 22.08 Addresses of the parties hereto 160
SEC. 22.09 In event of conflict, Trust Indenture Act provisions herein to control 161SEC. 22.10 Reference is to Trust Indenture Act in force on the date of execution hereof—exceptions 161
SEC. 22.11 Titles of Articles of Indenture, marginal sectional, marginal Article references and table of contents not
part thereof 161
SEC. 22.12 Execution in counterparts 161
TESTIMONIUM 162
SIGNATURES AND SEALS 162
ACKNOWLEDGMENTS 163
EXHIBIT X 164
EXHIBIT Y 167EXHIBIT Z 170
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INDENTURE, dated as of the ninth day of January, 1989, made and entered into by
and between PACIFICORP, an Oregon corporation (the “Company”), and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, as trustee
hereunder (the “Trustee”);
Parties*
WHEREAS, the Company deems it necessary to borrow money for its corporate purposes and to
issue its bonds therefor from time to time in one or more series, and to mortgage and pledge its
property hereinafter described or mentioned to secure the payment of the same; and
Recitals
WHEREAS, all acts necessary to make this Indenture a valid, binding and legal instrument for
the security of such bonds have been performed, and the issue of such bonds, subject to the terms
of this Indenture, has been in all respects duly authorized;
Compliance with
legal requirements
NOW, THEREFORE, THIS INDENTURE WITNESSETH: THAT PACIFICORP, an Oregon corporation,
in consideration of the premises and of good and valuable consideration to it duly paid by the
Trustee at or before the ensealing and delivery of these presents, the receipt and sufficiency
whereof is hereby acknowledged, and in order to secure the payment of both the principal of and
interest and premium, if any, on the bonds from time to time issued hereunder, according to their
tenor and effect and the performance of all provisions hereof (including any instruments
supplemental hereto and any modification made as in this Indenture provided) and of such bonds,
has mortgaged, pledged and granted a security interest in, and by these presents does mortgage,
pledge and grant a security interest in (subject, however, to Excepted Encumbrances as defined in
Section 1.06 hereof), unto Morgan Guaranty Trust Company of New York, as Trustee, and to its
successor or successors in said trust, and to said Trustee and its successors and assigns forever,
those certain parcels of real property described in Exhibit Z attached hereto and by this reference
made a part hereof, and all other properties of the Company real, personal and mixed, of the kind
or nature specifically mentioned herein or of any other kind or nature (except any hereinbefore or
hereinafter expressly excepted), now owned or, subject to the provisions of Section 18.03 hereof,
hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) and wheresoever situated, including (without limitation) all real
Granting clauses
General and after-acquired property clauses
* The margin notes and headings were not a part of the Mortgage and Deed of Trust as executed.
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estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way
and other rights in or relating to real estate or the occupancy of the same; all power sites,
flowage rights, water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all
other rights or means for appropriating, conveying, storing and supplying water; all rights of
way and roads; all plants for the generation of electricity and other forms of energy (whether
now known or hereafter developed) by steam, water, sunlight, chemical processes and/or
(without limitation) all other sources of power (whether now known or hereafter developed);
all power houses, gas plants, street lighting systems, standards and other equipment
incidental thereto; all telephone, radio, television and other communications, image and data
transmission systems, air-conditioning systems and equipment incidental thereto, water
wheels, water works, water systems, steam and hot water plants, substations, lines, service
and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment thereof; all machinery, engines,
boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators,
meters, transformers, generators (including, but not limited to, engine-driven generators and
turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables,
water, steam, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, towers, overhead conductors and devices,
underground conduits, underground conductors and devices, wires, cables, tools, implements,
apparatus, storage battery equipment, and all other fixtures and personalty; all municipal
and other franchises, consents or permits; all lines for the transmission and distribution of
electric current and other forms of energy, gas, steam, water or communications, images and
data for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all
apparatus for use in connection therewith and (except as hereinbefore or hereinafter
expressly excepted) all the right, title and interest of the Company in and to all other
property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in
connection with any property herein-before described;
Appurtenances, etc.TOGETHER WITH all and singular the tenements, hereditaments, prescriptions,
servitudes and appurtenances belonging or in anywise
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appertaining to the aforesaid property or any part thereof, with the reversion and reversions,
remainder and remainders and (subject to the provisions of Section 13.01 hereof) the tolls,
rents, revenues, issues, earnings, income, product and profits thereof, and all the estate,
right, title and interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of Section 18.03
hereof, all the property, rights and franchises acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way) after the date
hereof, except any hereinbefore or hereinafter expressly excepted, shall be and are as fully
mortgaged and pledged hereby and as fully embraced within the Lien hereof as if such
property, rights and franchises were now owned by the Company and were specifically
described herein and mortgaged hereby.
Agreement as to after-acquired
property
PROVIDED THAT the following are not and are not intended to be now or hereafter
mortgaged or pledged hereunder, nor is a security interest therein hereby granted or
intended to be granted, and the same are hereby expressly excepted from the Lien hereof and
the operation of this Indenture, namely: (1) cash, shares of stock, bonds, notes and other
obligations and other securities not hereinbefore or hereafter specifically pledged, paid,
deposited, delivered or held hereunder or covenanted so to be; (2) merchandise, equipment,
apparatus, materials or supplies held for the purpose of sale or other disposition in the usual
course of business or for the purpose of repairing or replacing (in whole or part) any rolling
stock, buses, motor coaches, automobiles or other vehicles or aircraft or boats, ships, or other
vessels, and any fuel, oil and similar materials and supplies consumable in the operation of
any of the properties of the Company; rolling stock, buses, motor coaches, automobiles and
other vehicles and all aircraft; boats, ships and other vessels; all crops (both growing and
harvested), timber (both growing and harvested), minerals (both in place and severed), and
mineral rights and royalties; (3) bills, notes and other instruments and accounts receivable,
judgments, demands, general intangibles and choses in action, and all contracts, leases and
operating agreements not specifically pledged hereunder or hereafter covenanted so to be;
(4) the last day of the term of any lease or leasehold which may hereafter become subject to
the Lien hereof; (5)
Properties excepted from Lien of
Indenture
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electric energy, gas, water, steam, ice, and other materials, forms of energy or products
generated, manufactured, produced or purchased by the Company for sale, distribution or
use in the ordinary course of its business; (6) any natural gas wells or natural gas leases or
natural gas transportation lines or other works or property used primarily and principally in
the production of natural gas or its transportation, primarily for the purpose of sale to
natural gas customers or to a natural gas distribution or pipeline company, up to the point of
connection with any distribution system; (7) the Company’s franchise to be a corporation;
(8) any interest (as lessee, owner or otherwise) in the Wyodak Facility, including, without
limitation, any equipment, parts, improvements, substitutions, replacements or other
property relating thereto; and (9) all properties that PacifiCorp, a Maine corporation, and/or
Utah Power & Light Company, a Utah corporation, have contracted to dispose of and that
have been released from the liens of the Pacific Mortgage and the Utah Mortgage,
respectively, prior to the date hereof, but title to which properties had not passed to the
grantee(s) thereof as of said date; provided, however, that the property and rights expressly
excepted from the Lien and operation of this Indenture in the above subdivisions (2) and
(3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the
date that the Trustee or a receiver for the Trustee shall enter upon and take possession of
the Mortgaged and Pledged Property in the manner provided in Article XV hereof by reason
of the occurrence of a Default;
Subordination of Lien of Indenture AND PROVIDED FURTHER, that as to any property of the Company that is now or
hereafter becomes subject to the lien of a Class “A” Mortgage pursuant to the after-acquired
property provisions thereof, the Lien hereof shall at all times be junior and subordinate to
the lien of such Class “A” Mortgage;
Habendum TO HAVE AND TO HOLD all such properties, real, personal and mixed, mortgaged and
pledged hereby, or in which a security interest has been granted by the Company as
aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in
Section 1.06 hereof), unto Morgan Guaranty Trust Company of New York, as Trustee, and its
successors and assigns forever;
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IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth, for the equal pro
rata benefit and security of all and each of the bonds and coupons issued and to be issued
hereunder, or any of them, in accordance with the terms of this Indenture, without
preference, priority or distinction as to the lien of any of said bonds and coupons over any
others thereof by reason of priority in the time of the issue or negotiation thereof, or
otherwise howsoever, subject to the provisions hereinafter set forth in reference to extended,
transferred or pledged coupons and claims for interest; it being intended that, subject as
aforesaid, the lien and security of all of said bonds and coupons of all series issued or to be
issued hereunder shall take effect from the execution and delivery of this Indenture, and
that the Lien and security of this Indenture shall take effect from the date of execution and
delivery hereof as though all of the said bonds of all series were actually authenticated and
delivered and issued upon such date.
Grant in Trust
PROVIDED, HOWEVER, that these presents are upon the condition that if the Company, its
successors or assigns, shall pay or cause to be paid the principal of and interest on said
bonds, together with the premium, if any, payable on such of said bonds as may have been
called for redemption prior to maturity, or shall provide, as permitted hereby, for the
payment of the entire amount due or to become due thereon for principal, interest and
premium, if any, and if the Company shall also pay or cause to be paid all other sums
payable hereunder by it, then this Indenture and the lien and rights hereby created shall
cease, determine and be void, otherwise to be and remain in full force and effect.
Defeasance clause
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties hereto
that all such bonds and coupons are to be authenticated, delivered and issued, and that all
property subject or to become subject hereto is to be held subject to the further covenants,
conditions, uses and trusts hereinafter set forth, and the Company, for itself and its
successors and assigns, does hereby covenant and agree to and with the Trustee and its
successor or successors in such trust, for the benefit of those who shall hold said bonds and
interest coupons, or any of them, as follows:
Covenant clause
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Art. I; §§1.01, 1.02
ARTICLE I
Definitions
Explanatory statement Section 1.01     The terms defined in the next six Sections hereof, numbered from 1.02 to
1.07, both inclusive, shall (except as in this Indenture or in any indenture supplemental
hereto otherwise expressly provided) for all purposes of this Indenture, and of any indenture
supplemental hereto, have the respective meanings in such Sections specified. Subject to
Section 8.01 hereof, any term defined in Section 303 of the Trust Indenture Act and not
defined in this Indenture shall have the meaning assigned to such term in such Section 303
as in force on the date of the execution of this Indenture.
Construction of accounting term The accounting terms used in this Indenture shall be construed in accordance with
generally accepted accounting principles and practices in use at the time by companies
operating like properties or, at the option of the Company, from time to time, in accordance
with generally accepted accounting principles and practices in use at the date of this
Indenture or at the date of any Class “A” Mortgage, as hereinafter defined, so long as such
Class “A” Mortgage is in effect.
Evidence of Trustee’s approval of signer The acceptance by the Trustee of any document the signer of which is required by some
provision hereof to be approved by the Trustee, shall be sufficient evidence of its approval of
the signer within the meaning of this Indenture.
Requirement for Officer’s
Certificate and Opinion of Counsel
Every request or application by the Company for action by the Trustee under any of the
provisions of this Indenture shall be accompanied by the Officers’ Certificate and the Opinion
of Counsel provided for in Section 22.05 hereof.
A Resolution delivered to the Trustee shall be sufficient evidence of the Board of
Director’s actions set forth therein.
“Adjusted Net Earnings”Section 1.02     The term “Adjusted Net Earnings” is defined in Section 1.07 hereof.
“Annual Interest
Requirements”The term “Annual Interest Requirements” is defined in Section 1.07 hereof.
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§1.02
The term “Authorized Executive Officer of the Company” shall mean its Chairman of the
Board, Chief Executive Officer, Chief Operating Officer, President or any Vice-President.
“Authorized Executive Officer of the
Company”
The term “Authorized Financial Officer of the Company” shall mean its Chief Financial
Officer, Chief Accounting Officer, Controller, Comptroller, Treasurer or any Assistant
Treasurer.
“Authorized Financial Officer of the
Company”
The term “Authorized Purposes” shall mean the authentication and delivery of bonds, the
release of property and/or the withdrawal of cash under any of the provisions of this
Indenture.
“Authorized Purposes”
The term “Board of Directors” shall mean either the board of directors of the Company or
any duly constituted committee authorized by Resolution to act for said board hereunder.
“Board of Directors”
The term “Class “A” Bonds” shall mean bonds now or hereafter issued and outstanding
under (1) the Pacific Mortgage, (2) the Utah Mortgage and/or (3) any other Class “A”
Mortgage or Mortgages.
“Class “A” Bonds”
The term “Class “A” Mortgage” shall mean the Pacific Mortgage, the Utah Mortgage and
each other mortgage or deed of trust or similar indenture entered into by any corporation
that is subsequently merged into or consolidated with the Company and hereafter designated
an additional Class “A” Mortgage in a supplemental indenture to be executed and recorded
as provided in Section 11.06 hereof.
“Class “A” Mortgage”
The term “Company” shall mean PacifiCorp, an Oregon corporation, and subject to the
provisions of Article XVIII hereof, shall also include its successors and assigns. For the
purposes of (i) clause (2) of subdivision (c) of Section 9.03 hereof, (ii) the second paragraph of
Section 15.07 hereof, (iii) the second and third paragraphs of Section 15.14 hereof,
(iv) Section 19.11 hereof, (v) Section 19.12 hereof and (vi) paragraph (3) of subdivision (a) of
Section 19.13 hereof, the word “Company” shall be deemed to mean and refer to the
Company and any other obligor on the bonds secured hereby.
“Company”
The term “Cost” with respect to Property Additions is defined in Section 1.04(III) hereof.“Cost”
The term “Daily Newspaper” shall mean a newspaper of general circulation, printed in
the English language and customarily published
“Daily Newspaper”
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§1.02
on each business day, whether or not published on Saturdays, Sundays or holidays; or, in the
alternative, shall mean such form of communication as may have come into general use for
the dissemination of information of similar import. In the event that successive weekly
publications in a Daily Newspaper are required hereunder they may be made (unless
otherwise expressly provided herein) on the same or different days of the week and in the
same or in different Daily Newspapers. In case, by reason of the suspension of publication of
any Daily Newspaper, or by reason of any other cause, it shall be impractical without
extraordinary expense to make publication of any notice in a Daily Newspaper as required by
this Indenture, then such method of publication or notification as shall be made with the
approval of the Trustee shall be deemed the equivalent of the required publication of such
notice in a Daily Newspaper.
“Defaults”The term “Defaults” is defined in Section 15.01 hereof.
“Engineer”The term “Engineer” shall mean an individual who is an engineer, or a co-partnership or
a corporation engaged in an engineering business, who or which, unless required to be
independent, may be employed by the Company.
“Engineer’s Certificate”The term “Engineer’s Certificate” shall mean a certificate signed by an Authorized
Executive Officer of the Company and by an Engineer appointed by the Board of Directors;
provided, however, if any property or securities are to be released from the Lien of this
Indenture, the Engineer’s Certificate as to the fair value of such property or securities and as
to matters referred to in clause (f) of subdivision (2) of Section 13.03 and clause (y) of
Section 13.04(2)(a) hereof shall be made by an independent Engineer, appraiser, or other
expert (who or which may be appointed by an Authorized Executive Officer of the Company),
if the fair value of such property or securities and of all other property or securities released
since the commencement of the then current calendar year, as set forth in the certificates
required by this Indenture, is ten per centum (10%) or more of the aggregate principal
amount of the bonds at the time Outstanding; but such a certificate of an independent
Engineer, appraiser, or other expert shall not be required in the case of any release of
property or securities, if the fair value thereof as set forth in the certificates required by this
Indenture is less than Twenty-five Thousand Dollars ($25,000) or less than one per centum
(1%) of the aggregate amount of (x) the principal amount of the bonds at the time
Outstanding and (y) the principal amount of the Class A Bonds at the time Outstanding
other than
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Class A Bonds delivered to and held by the Trustee hereunder. Each such certificate shall
include the statements provided for in Section 22.05 hereof.
The term “Excepted Encumbrances” is defined in Section 1.06 hereof.“Excepted Encumbrances”
The term “Federal Bankruptcy Act” shall mean the Bankruptcy Reform Act of 1978, any
amendments thereto, or any law substituted therefor.
“Federal Bankruptcy Act”
The term “Fuel Transportation Facilities” shall mean railroad cars, conveyors, barges and
other transportation equipment (other than trucks) used or to be used primarily for the
transportation of coal, oil, nuclear fuel or other fuel.
“Fuel Transportation Facilities”
The term “Funded Bonds” is defined in Section 1.05 hereof.“Funded Bonds”
The term “Funded Cash” is defined in Section 1.05 hereof.“Funded Cash”
The term “Funded Property” is defined in Section 1.05 hereof.“Funded Property”
The term “independent”, when applied to any accountant, Engineer, appraiser or
other expert, shall mean such a person who (a) is in fact independent, (b) does not have
any direct material financial interest in the Company or in any other obligor upon the
bonds or in any affiliate of the Company or of such other obligor and (c) is not connected
with the Company or such other obligor as an officer, employee, promoter, underwriter,
trustee, partner, director or any person performing similar functions, selected by an
Authorized Executive Officer of the Company and who is approved by the Trustee in the
exercise of reasonable care.
“independent”
The term “Independent Engineer’s Certificate” shall mean a certificate signed by an
independent Engineer. Each such certificate shall include the statements provided for in
Section 22.05 hereof.
“Independent Engineer’s Certificate”
The term “Investment Securities” shall mean any of the following obligations or securities
on which neither the Company nor any of its subsidiaries or its affiliates is the obligor:
(a) bonds or other obligations of the United States of America; (b) interest bearing deposit
accounts (which may be represented by certificates of deposit) in national or state banks
(which may include the Trustee) having a combined capital and surplus of not less than Ten
Million Dollars ($10,000,000), or savings and loan associations having total assets of not less
than Forty Million Dollars
“Investment Securities”
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($40,000,000); (c) bankers’ acceptances drawn on and accepted by commercial banks (which
may include the Trustee) having a combined capital and surplus of not less than Ten Million
Dollars ($10,000,000); (d) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, any State of the United States of America, the
District of Columbia or the Commonwealth of Puerto Rico, or any political subdivision of any
of the foregoing, which are rated in any of the three highest rating categories without regard
to modifiers by a nationally recognized rating agency; (e) bonds or other obligations of any
agency or instrumentality of the United States of America; (f) commercial or finance
company paper which is rated in any of the two highest rating categories without regard to
modifiers by a nationally recognized rating agency; (g) corporate debt securities rated in any
of the three highest rating categories without regard to modifiers by a nationally recognized
rating agency; (h) repurchase agreements with banking or financial institutions having a
combined capital and surplus of not less than Ten Million Dollars ($10,000,000) (which may
include the Trustee) with respect to any of the foregoing obligations or securities; and (i) any
other obligations or securities which may lawfully be purchased by the Trustee.
“Lien hereof” and “Lien of this
Indenture”The terms “Lien hereof” and “Lien of this Indenture” shall mean the lien created by these
presents (including the after-acquired property clauses hereof) and the lien created by any
subsequent mortgage, pledge, grant of a security interest or delivery to the Trustee that
effectively constitutes any property as a part of the security held by the Trustee upon the
terms and trusts and subject to the covenants, conditions and uses specified in this
Indenture.
“Mortgage” or “this Indenture”The terms “Mortgage” or “this Indenture” shall mean this instrument and all indentures
supplemental hereto.
“Mortgaged and Pledged Property”Section 1.03     The term “Mortgaged and Pledged Property” shall mean as of any
particular time the property which at said time is subject to the Lien of this Indenture.
“Net Earning Certificate”The term “Net Earning Certificate” is defined in Section 1.07 hereof.
“Officers’ Certificate”The term “Officers’ Certificate” shall mean a certificate signed by an Authorized
Executive Officer of the Company, and by the Secretary or an Assistant Secretary or an
Authorized Financial Officer of the
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§1.03
Company. Each such certificate shall include the statements provided for in Section 22.05
hereof.
The term “Opinion of Counsel” shall mean an opinion in writing signed by counsel (who
may be an employee of or of counsel to the Company) appointed by an Authorized Executive
Officer of the Company. Each such opinion shall include the statements provided for in
Section 22.05 hereof.
“Opinion of Counsel”
The term “Original Trustee” shall mean Morgan Guaranty Trust Company of New York.“Original Trustee”
The term “Outstanding”, subject to the provisions of Sections 15.07 and 21.07 hereof,
shall mean as of any particular time with respect to bonds issued or issuable under this
Indenture all bonds which theretofore shall have been authenticated and delivered by the
Trustee under this Indenture, except (a) bonds theretofore paid, retired, redeemed,
discharged or cancelled, or bonds for the purchase, payment or redemption of which money in
the necessary amount shall have been deposited with or shall then be held by the Trustee
with irrevocable direction so to apply the same, provided that, in the case of redemption, the
notice required by Article XII hereof shall have been given or have been provided for to the
satisfaction of the Trustee, (b) bonds deposited with or held in pledge by the Trustee under
any of the provisions of this Indenture, including any so held under any sinking or other
fund, and (c) bonds authenticated and delivered hereunder, upon transfer of which or in
exchange or substitution for and/or in lieu of which other bonds have been authenticated and
delivered under any of the provisions of this Indenture.
“Outstanding”
The term “Outstanding” with respect to Class “A” Bonds shall have the same meaning as
it has with respect to such Class “A” Bonds under the applicable Class “A” Mortgage.
“Outstanding” (with respect to
Qualified Lien Bonds)
The term “Outstanding” with respect to Qualified Lien Bonds is defined in Section 1.06
hereof.
“Outstanding” (with respect to Class “A” Bonds)
The term “Pacific Mortgage” shall mean the Mortgage and Deed of Trust, dated as of
July 1, 1947, between Pacific Power & Light Company and Guaranty Trust Company of New
York and Oliver R. Brooks, as Trustees, as heretofore or hereafter amended or
supplemented.
“Pacific Mortgage”
The term “Proceeds of Released Property” shall mean the aggregate of the cash deposited
with or received by the Trustee pursuant to the
“Proceeds of Released Property”
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§1.03
provisions of Section 13.03, Section 13.05 (except such cash as is to be paid over to the
Company under the provisions of Section 13.06), or Section 13.07 hereof.
“Property Additions”The term “Property Additions” is defined in Section 1.04 hereof.
“Qualified Lien”The term “Qualified Lien” is defined in Section 1.06 hereof.
“Qualified Lien Bonds”The term “Qualified Lien Bonds” is defined in Section 1.06 hereof.
“Resolution”The term “Resolution” shall mean a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date certified.
“Responsible Officers”The term “Responsible Officers” of the Trustee shall mean any officers of the Trustee
assigned by the Trustee to administer its corporate trust business; and the term
“Responsible Officer” shall mean and include any of said officers.
“Retired Bonds”The term “Retired Bonds” shall mean any bonds authenticated and delivered under this
Indenture (and not having been made the basis under any of the provisions of this Indenture
of one or more Authorized Purposes, subject to the provisions of Section 13.03 and
Section 13.06 hereof permitting the revocation of the waiver of the right to the
authentication and delivery of bonds) that shall have been purchased, paid, retired,
redeemed or cancelled or surrendered to the Trustee for cancellation or for the purchase,
payment or redemption of which moneys in the necessary amount shall have been deposited
with or shall then be held by the Trustee with irrevocable direction so to apply the same
(provided that any such purchase, payment, retirement, redemption, cancellation or
surrender of bonds shall have been, or is to be, effected otherwise than with cash which, after
giving effect to the provisions of Sections 1.05 and 13.06 hereof, is then deemed to be or to
have been Funded Cash, and, in the case of redemption, the notice required therefor shall
have been given or have been provided for to the satisfaction of the Trustee).
“Space Satellites”The term “Space Satellites” shall mean any form of communications satellites, solar
power satellites, space satellites, space stations and other analogous facilities whether or not
in the Earth’s atmosphere.
“Trust Indenture Act”The term “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended
and as in effect as of the date hereof, except as provided in Sections 8.01 and 21.09 hereof.
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§§1.03, 1.04
The term “Trustee” shall mean Morgan Guaranty Trust Company of New York and,
subject to the provisions of Article XIX, shall also include its successors and assigns.
“Trustee”
The term “underwriter” is defined in Section 19.12 hereof.“underwriter”
The term “Utah Mortgage” shall mean the Mortgage and Deed of Trust, dated as of
December 1, 1943, between Utah Power & Light Company and Guaranty Trust Company of
New York and Arthur E. Burke, as Trustees, as heretofore or hereafter amended or
supplemented.
“Utah Mortgage”
The term “Wyodak Facility” shall mean that certain coal-fired, direct cycle, air-cooled
steam electric generating station having a name-plate rating of 330,000 kilowatts located at
Wyodak, Wyoming, including the real property on which such station is located and the coal
supply system, water supply facilities and related real property easements, permits and
rights-of-way, as more fully described in the Lease Agreement dated as of June 8, 1978
between PacifiCorp, a Maine corporation (formerly Pacific Power & Light Company) and
Black Hills Corporation (formerly Black Hills Power and Light Company), as lessees, and
The Wyoming National Bank Casper (formerly The Wyoming National Bank of Casper N.A.),
as owner trustee and lessor, as amended.
“Wyodak Facility”
Section 1.04     (I)  The term “Property Additions” shall mean all real estate, lands,
easements, servitudes, licenses, permits, franchises, privileges, rights of way and other
rights in or relating to real estate or the occupancy of the same; all power sites, flowage
rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs,
reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other
rights or means for appropriating, conveying, storing and supplying water; all rights of way
and roads; all plants for the generation of electricity and other forms of energy (whether now
known or hereafter developed) by steam, water, sunlight, chemical processes and/or (without
limitation) all other sources of power (whether now known or hereafter developed), all
distribution systems; all service systems; all supply systems; Fuel Transportation Facilities;
all power houses, gas plants, Space Satellites, street lighting systems, standards and other
equipment incidental thereto; all telephone, radio, television and other communication and
data transmission systems, air-conditioning systems and equipment incidental thereto,
water wheels, water works, water systems, steam heat and hot water plants, substations,
lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and
equipment, offices, buildings and other structures and the equipment
“Property Additions”
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§1.04
thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and other machines,
prime movers, regulators, meters, transformers, generators (including, but not limited to,
engine driven generator and turbogenerator units), motors, electrical, gas and mechanical
appliances, conduits, cables, water, steam heat, gas or other pipes, and pipe lines (including,
but not limited to, pipe lines for supplying fuel to the Company’s plants), gas mains and
pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers,
overhead conductors and devices, underground conduits, underground conductors and
devices, wires, cables, tools, implements, apparatus, storage battery equipment and all other
fixtures and personalty; all municipal and other franchises, consents or permits; all lines for
the transmission and distribution of electric current and other forms of energy, gas, steam
heat, water or communications and data for any purpose including towers, poles, wires,
cables, pipes, conduits, ducts and all apparatus for use in connection therewith; and other
property, real or personal, and improvements, extensions, additions, renewals or
replacements, acquired by the Company by purchase, consolidation, merger, donation,
construction, erection or in any other way whatsoever, or in the process of construction or
erection and used or usable or to be used in or in connection with the business or businesses
of generating, manufacturing, exploring for and developing, producing, transmitting,
transporting, distributing, supplying or managing the use of energy or fuel in any form,
including, without limitation, electricity or gas for light, heat, power, refrigeration or other
purposes or of generating, manufacturing, producing, transmitting, transporting,
distributing or supplying water for drinking, power, heat or other purposes or steam or hot
water for power, heat or other purposes.
Property not included as Property Additions The term “Property Additions” shall not, however, include (1) any shares of stock, bonds,
notes or other obligations or other securities or contracts, leases, or operating agreements,
bills, notes and other instruments, accounts receivable, general intangibles or choses in
action, or (2) except as herein otherwise specifically provided, going value, goodwill,
franchises or governmental permits or licenses granted to or acquired by the Company, as
such, separate and distinct from the property operated thereunder or in connection therewith
or incident thereto, or (3) any merchandise, equipment, apparatus, materials or supplies held
for the purpose of sale or other disposition in the usual course of business or for the purpose
of repairing or replacing (in whole or in part) any rolling stock, buses, motor coaches,
automobiles or other
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§1.04
vehicles or aircraft, and fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; or rolling stock, buses, motor coaches,
automobiles or other vehicles, or any aircraft (other than Fuel Transportation Facilities and
Space Satellites), or (4) any natural gas wells or natural gas leases or natural gas
transportation lines or other works or property used primarily and principally in the
production of natural gas or its transportation, primarily for the purpose of sale to natural
gas customers or to a natural gas distribution or pipeline company, up to the point of
connection with any distribution system, or timber, minerals, mineral rights and royalties, or
(5) any property, the cost of acquiring, making or constructing of which is chargeable to
operating expenses.
(II)  When any Property Additions are certified to the Trustee in any certificate in any
application under any of the provisions of this Indenture as the basis of one or more
Authorized Purposes (except in the case of the release of property, or the withdrawal of cash
representing the proceeds of insurance on damaged or destroyed property or Proceeds of
Released Property or payment of or on account of obligations secured by purchase money
mortgages, in each case on the basis of Property Additions acquired or constructed within
ninety (90) days prior to the date of the application for such release, or to the receipt by the
Trustee of such cash, or subsequent to such application or receipt of cash),
Provisions for netting Property Additions
(A)  there shall be deducted from the Cost or fair value thereof to the Company, as the
case may be (as of the date so certified), an amount equal to the Cost (or as to Property
Additions of which the fair value to the Company at the time the same became Funded
Property was less than the Cost as determined pursuant to this Section, then such fair
value in lieu of Cost) of all Funded Property of the Company retired (other than the
Funded Property, if any, in connection with the application for the release of which such
certificate is filed) and not theretofore deducted from the Cost or fair value to the
Company of Property Additions theretofore certified to the Trustee, and
(B)  there may, at the option of the Company, be added to such Cost or fair value, as
the case may be, the sum of
(a)  the principal amount of any obligations secured by purchase money mortgages
and any cash (other than proceeds
Rocky Mountain Power Exhibit E Page 55 of 220
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§1.04
of such purchase money obligations), not theretofore so added and which the Company
then elects so to add, received by the Trustee or the trustee or other holder of any
Qualified Lien, in either case representing the proceeds of insurance on, or of the release
or other disposition of, Funded Property retired;
(b)  ten-sevenths (10/7ths) of the principal amount of any bond(s) or fraction of a bond,
not theretofore so added and which the Company then elects so to add, the right to the
authentication and delivery of which under the provisions of Section 4.01, Section 5.04 or
Section 6.01 hereof shall have been waived as the basis of the release of Funded Property
retired; and
(c)  the Cost to the Company of any Property Additions (including Property Additions
subject to the lien of a Class “A” Mortgage) not theretofore so added and which the
Company then elects so to add, to the extent that the same shall have been substituted
for Funded Property retired (including Funded Property subject to the lien of a Class “A”
Mortgage);
provided, however, that the aggregate of the amounts added under clause (B) above shall in
no event exceed the amounts deducted under clause (A) above and provided further, that
neither any reduction in the Cost or book value of property recorded in the plant account of
the Company nor the transfer of any amounts appearing in such account to intangible and/or
adjustment accounts otherwise than in connection with actual retirements of physical
property abandoned, destroyed, released or disposed of, or retired from plant account, shall
be deemed to be Funded Property retired for the purposes of this Section.
“Cost”(III)  The term “Cost” with respect to Property Additions made the basis under any of the
provisions of this Indenture of one or more Authorized Purposes shall mean, in the case of
Property Additions subject to a Class “A” Mortgage at the time of acquisition by the
Company, and so long as such Class “A” Mortgage is in effect, the “Cost” for similar purposes
under such Class “A” Mortgage and, in the case of any other Property Additions, the sum of
(i) any cash forming a part of such Cost, (ii) an amount equivalent to the fair market value in
 cash (as of the date of delivery) of any securities delivered in payment therefor or for the
acquisition thereof, (iii) the principal amount of any prior lien bonds secured by prior lien
(other than a Class “A” Mortgage) upon such Property Additions, outstanding at the time of
their acquisition, unless
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§§1.04, 1.05
the Engineer’s Certificate in subdivision (3) of Section 5.06 hereof provided for shall state
that the required amount has theretofore been deducted in compliance with the provisions of
Section 5.04 hereof when other Property Additions subject to such prior lien shall have been
made the basis under any of the provisions of this Indenture of one or more Authorized
Purposes, and (iv) the principal amount of any other indebtedness incurred or assumed as all
or part of the Cost to the Company of such Property Additions; provided, however, that,
notwithstanding any other provision of this Indenture, in any case where Property Additions
shall have been acquired (otherwise than by construction) by the Company without any
consideration consisting of cash, property or securities or the incurring or assumption of
indebtedness, no determination of Cost shall be required, and wherever in this Indenture
provision is made for Cost or fair value, the Cost, in such case, shall mean an amount equal
to the fair value thereof.
If any Property Additions are shown by the Engineer’s Certificate provided for in
subdivision (3) of Section 5.06 hereof to include property which has been used or operated by
others than the Company in a business similar to that in which it has been or is to be used or
operated by the Company, the Cost thereof may include the amount of cash or the value of
any portion of the securities paid or delivered for any rights and intangible property
simultaneously acquired for which no separate or distinct consideration shall have been paid
or apportioned, and in such case the term Property Additions as defined herein may include
such rights and intangible property.
For the purposes of the deductions required by this Section, the Cost and/or the fair value
to the Company of Funded Property retired shall be determined as follows: (aa) in the case of
property which at any time is or was Funded Property under a Class “A” Mortgage, the Cost
thereof shall be the “Cost” for similar purposes under such Class “A” Mortgage; and (bb) in
the case of any other Property Additions retired, the Cost or the fair value thereof to the
Company shall be the Cost or the fair value thereof to the Company at the time such
Property Additions became Funded Property.
Section 1.05     The term “Funded Property” shall mean:“Funded Property”
(1)  all property, except property expressly excepted from the Lien of this Indenture,
owned by Pacific Power & Light Company on July 1, 1947, or owned by Utah Power & Light
Company on December 1, 1943; and any property subject to any other Class “A”
Rocky Mountain Power Exhibit E Page 57 of 220
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Mortgage that was funded (i.e., not available for Authorized Purposes) under such Class “A”
Mortgage immediately after such Class “A” Mortgage came into existence;
(2)  all Property Additions to the extent that the same shall have been made the basis of
the authentication and delivery of bonds under this Indenture;
(3)  all Property Additions to the extent that the same shall have been made the basis of
the release of property from the Lien of this Indenture, subject, however, to the provisions of
Section 13.03 hereof;
(4)  all Property Additions to the extent that the same shall have been substituted
(otherwise than under the release or cash withdrawal provisions hereof) for Funded Property
retired;
(5)  all Property Additions to the extent that the same shall have been made the basis of
the withdrawal of any Funded Cash, as hereinafter defined, held by the Trustee hereunder
or by the trustee or other holder of a Qualified Lien as hereinafter defined, subject, however,
to the provisions of subdivision (III) of Section 9.05 hereof and clause (a) of Section 13.06
hereof, and except to the extent that any such Property Additions shall no longer be deemed
to be Funded Property in accordance with the provisions of clause (b) of Section 13.06 hereof;
(6)  all property to the extent that the same shall have been made the basis of the
authentication and delivery of Outstanding Class “A” Bonds, or that shall have been made
the basis of the authentication and delivery of retired Class “A” Bonds that were utilized to
issue Outstanding Class “A” Bonds (e.g., as contemplated by Section 29 of the Pacific
Mortgage or Section 29 of the Utah Mortgage);
(7)  all property to the extent that the same shall have been made the basis of the release,
or substituted for cash made the basis of the release, from the lien of a Class “A” Mortgage of
property that had been made the basis of the authentication and delivery of Outstanding
Class “A” Bonds, or retired Class “A” Bonds that were utilized to issue Outstanding Class “A”
Bonds, or that had been substituted for such property; and
(8)  all property to the extent that (a) the same shall have been made the basis of the
authentication and delivery of either Class “A” Bonds held by the Trustee hereunder as
specified in an Officers’ Certificate pursuant to clause (b) of Section 14.01 hereof, or retired
Rocky Mountain Power Exhibit E Page 58 of 220
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§1.05
Class “A” Bonds that were utilized to issue the Class “A” Bonds specified in such an
Officers’ Certificate, or (b) the same shall have been made the basis of the release, or
substitution for cash made the basis of the release, from the lien of a Class “A”
Mortgage of property that had been the basis of the authentication and delivery of
Class “A” Bonds specified in such Officers’ Certificate, or that had been substituted for
such property.
In the event that in any certificate filed with the Trustee in connection with any of the
transactions referred to in clauses (2), (3), (5), (6) and (7) of this Section, only a part of the
Cost or fair value of the Property Additions described in such certificate shall be required for
the purposes of such certificate, then such Property Additions shall be deemed to be Funded
Property only to the extent so required for the purpose of such certificate.
All Funded Property that shall be retired on the books of the Company from plant
account or abandoned, destroyed, released or otherwise disposed of shall for the purpose of
Section 1.04 hereof be deemed Funded Property retired and for other purposes of this
Indenture shall thereupon cease to be Funded Property but as in this Indenture provided
may at any time thereafter again become Funded Property.
The term “Funded Bonds” shall mean Class “A” Bonds deposited hereunder. “Funded Bonds”
The term “Funded Cash” shall mean:“Funded Cash”
(a)  cash, held by the Trustee hereunder, or by the trustee or other holder of a Qualified
Lien as hereinafter defined, to the extent that it represents the proceeds of insurance on or
the release of or the taking by eminent domain of property, or the proceeds of the release of
obligations secured by purchase money mortgage which obligations have been delivered to
the Trustee or to the trustee or other holder of a Qualified Lien pursuant to Article XIII
hereof and used as a credit in any application for the release of property hereunder, or the
proceeds of payment to the Trustee or to such other trustee or holder on account of the
principal of obligations secured by purchase money mortgage which obligations have been
delivered to it pursuant to Article XIII hereof and used as a credit in any application for the
release of property hereunder;
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§§1.05, 1.06
(b)  any cash deposited with the Trustee under Section 7.01 and/or 9.13 hereof; and
(c)  any cash received by the Trustee from the purchase, redemption, or payment at
maturity of Funded Bonds.
“Excepted Encumbrances”Section 1.06     The term “Excepted Encumbrances” shall mean as of any particular time
any of the following:
(a)  liens for taxes, assessments or governmental charges not then delinquent and liens
for worker’s compensation awards and similar obligations not then delinquent and
undetermined liens or charges incidental to construction, and liens for taxes, assessments or
governmental charges then delinquent but the validity of which is being contested at the
time by the Company in good faith as provided in Section 9.04 hereof;
(b)  any liens securing indebtedness, neither assumed nor guaranteed by the Company
nor on which it customarily pays interest, existing upon real estate or rights in or relating to
real estate acquired by the Company for substation, transmission line, transportation line,
distribution line or right of way purposes;
(c)  rights reserved to or vested in any municipality or public authority by the terms of
any right, power, franchise, grant, license or permit, or by any provision of law, to terminate
such right, power, franchise, grant, license or permit or to purchase or recapture or to
designate a purchaser of any of the property of the Company;
(d)  rights reserved to or vested in others to take or receive any part of the power, gas, oil
or other minerals or timber generated, developed, manufactured or produced by, or grown on,
or acquired with, any property of the Company;
(e)  easements, restrictions, exceptions or reservations in any property and/or rights of
way of the Company for the purpose of roads, pipe lines, transmission lines, distribution
lines, removal of coal or other minerals or timber, and other like purposes, or for the joint or
common use of real property, rights of way, facilities and/or equipment, and defects,
irregularities and deficiencies in titles of any property and/or rights of way, whether in effect
at the time the Company acquired such property or right of way or thereafter created or
suffered by the Company, which do not materially impair the use of such property and/or
rights of way for the purposes for which such property and/or rights of way are held by the
Company;
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§§1.06
(f)  rights reserved to or vested in any municipality or public authority to control or
regulate any property of the Company, or to use such property in a manner which does not
materially impair the use of such property for the purposes for which it is held by the
Company;
(g)  any obligations or duties, affecting the property of the Company, to any municipality
or public authority with respect to any franchise, grant, license or permit; and
(h)  any controls, liens, restrictions, regulations, easements, exceptions or reservations of
any governmental authority applying to the property or facilities of the Company, including,
without limiting the generality of the foregoing, those which apply particularly to Space
Satellites.
The term “Qualified Lien” shall mean any mortgage or other lien (not included in the
term Class “A” Mortgage nor in the term Excepted Encumbrances) prior to the Lien of this
Indenture, existing at any particular time upon any Property Additions (so long as such
Property Additions remain subject to the Lien hereof) then or theretofore made the basis
under any of the provisions of this Indenture for one or more Authorized Purposes.
“Qualified Lien”
The term “Qualified Lien Bonds” shall mean bonds, obligations or other principal
indebtedness secured by a Qualified Lien and payable in United States dollars.
“Qualified Lien Bonds”
The term “Outstanding” with respect to Qualified Lien Bonds shall mean as of any
particular time all Qualified Lien Bonds theretofore authenticated and delivered by the
trustee or other holder of the Qualified Lien securing the same and/or, if there be no such
trustee or other holder, all Qualified Lien Bonds theretofore made and delivered by the
maker (or his, her or its successor) of such Qualified Lien, except (A) Qualified Lien Bonds
theretofore paid, retired, redeemed, discharged or cancelled, (B) Qualified Lien Bonds held
hereunder, (C) Qualified Lien Bonds held by the trustee or other holder of a Qualified Lien
(under conditions such that no transfer of ownership or possession of such Qualified Lien
Bonds by the trustee or other holder of such Qualified Lien is permissible thereunder except
upon a default thereunder or to the Trustee hereunder to be held subject to the provisions of
Article X hereof or to the trustee or other holder of a Qualified Lien for cancellation or to be
held
“Outstanding” (with respect to
Qualified Lien Bonds)
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§§1.06, 1.07
uncancelled under the terms of a Qualified Lien under like conditions), (D) Qualified Lien
Bonds for the purchase, payment or redemption of which moneys in the necessary amount
shall have been deposited with or be held, with irrevocable direction so to apply, by the
Trustee hereunder or by the trustee or other holder of a Qualified Lien; provided that, in
the case of redemption, the notice required therefor shall have been given or have been
provided for, and (E) Qualified Lien Bonds upon transfer of which or in exchange or
substitution for and/or in lieu of which other Qualified Lien Bonds have been
authenticated and delivered or made and delivered under any of the provisions of the
Qualified Lien securing such Qualified Lien Bonds.
“Net Earning Certificate”Section 1.07 The term “Net Earning Certificate” shall mean a certificate signed by an
Authorized Executive Officer of the Company and an accountant, who unless required to
be independent, may be an officer or employee of the Company, stating:
Adjusted Net Earnings (A)  the Adjusted Net Earnings of the Company for a period of twelve (12) consecutive
calendar months within the fifteen (15) calendar months immediately preceding the first
day of the month in which the application for the authentication and delivery under this
Indenture of bonds then applied for is made, specifying:
(1)  its operating revenues (which may include revenues of the Company subject
when collected to possible refund at a future date) with the principal divisions thereof;
(2)  its operating expenses, with the principal divisions thereof, including, without
limitation, all expenses and accruals for repairs and maintenance plus the lesser of
(x) two per centum (2%) of the average amount for such period of twelve (12)
consecutive calendar months in plant account representing depreciable property owned
by the Company or (y) all appropriations out of income for property retirement in
respect of all property owned by the Company;
(3)  the amount remaining after deducting the amount required to be stated in such
certificate by clause (2) of this Section from the amount required to be stated therein by
clause (1) of this Section;
(4)  its rental revenues (net) not otherwise included in such certificate;
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§1.07
(5)  the sum of the amounts required to be stated in such certificate by clauses
(3) and (4) of this Section;
(6)  its other income (net);
(7)  the sum of the amounts required to be stated in such certificate by clauses
(5) and (6) of this Section;
(8)  the amount, if any, by which the aggregate of (a) such other income (net) and
(b) that portion of the amount required to be stated in such certificate by clause (5) of
this Section which, in the opinion of the signers, is directly derived from the operations
of property (other than paving, grading and other improvements to, under or upon
public highways, bridges, parks or other public properties of analogous character) not
subject to the Lien of this Indenture at the date of such certificate, exceeds fifteen per
centum (15%) of the sum required to be stated by clause (7) of this Section; provided,
however, if the amount required to be stated in such certificate by clause (5) of this
Section includes revenues from the operation of property not subject to the Lien of this
Indenture, there shall be included in the calculation to be made pursuant to this clause
(8) such reasonable interdepartmental or interproperty revenues and expenses between
the Mortgaged and Pledged Property and the property not subject to the Lien hereof as
shall be allocated to such respective properties by the Company; and
(9)  the Adjusted Net Earnings of the Company for such period of twelve (12)
consecutive calendar months (being the amount remaining after deducting in such
certificate the amount required to be stated by clause (8) of this Section from the sum
required to be stated by clause (7) of this Section);
(B)  the Annual Interest Requirements, being the interest requirements, if any, for
twelve (12) months upon:
Annual Interest
Requirements
(i)  all bonds Outstanding hereunder at the date of such certificate, except any for
the payment of which the bonds applied for are to be issued; provided that, if any such
series of Outstanding bonds bears interest at varying rates, then the interest on such
series of bonds shall be computed at the current rate then in effect; and if such
Outstanding bonds have been issued after the end of such twelve (12) consecutive
calendar months, then computed at the initial rate upon issuance;
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§1.07
(ii)    all bonds then applied for in pending applications, including the application in
connection with which such certificate is made, computed at the initial rate upon
issuance;
(iii)   all Qualified Lien Bonds which will be Outstanding immediately after the
authentication of the bonds then applied for in pending applications, including the
application in connection with which such certificate is made; provided that, if any
Qualified Lien Bonds bear interest at varying rates, then the interest on such Qualified
Lien Bonds shall be computed at the current rate then in effect; and if such Qualified
Lien Bonds have been issued after the end of such twelve consecutive calendar months,
then computed at the initial rate upon issuance;
(iv)  all Class “A” Bonds Outstanding under Class “A” Mortgages at the date of such
certificate, except any held hereunder and except any for the payment of which the bonds
applied for are to be issued; provided that, if any Class “A” Bonds bear interest at varying
rates, then the interest on such Class “A” Bonds shall be computed at the current rate
then in effect; and, if Class “A” Bonds have been issued after the end of such twelve
consecutive calendar months, then computed at the initial rate upon issuance; and
(v)  the principal amount of all other indebtedness (except Class “A” Bonds held
hereunder and except indebtedness for the payment of which the bonds applied for are to
be issued and indebtedness for the purchase, payment or redemption of which moneys in
the necessary amount shall have been deposited with or be held by the Trustee or the
trustee or other holder of a Qualified Lien or lien prior to the Lien of this Indenture upon
property subject to the Lien of this Indenture with irrevocable direction so to apply
the same; provided that, in the case of redemption, the notice required therefor shall have
been given or have been provided), outstanding in the hands of the public on the date of
such certificate and secured by lien prior to the Lien of this Indenture upon property
subject to the Lien of this Indenture, if said indebtedness has been assumed by the
Company or if the Company customarily pays the interest upon the principal thereof.
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§1.07
In calculating such Adjusted Net Earnings, all the Company’s expenses for taxes (other
than income, profits and other taxes measured by, or dependent on, net income),
assessments, rentals and insurance shall be included in its operating expenses, or otherwise
deducted from its revenues and income; provided, however, that no expenses or provisions for
interest on any of its indebtedness or for the amortization of debt discount, premium and
expense, or loss on reacquired debt, amortization of property (other than depreciation or
other similar provisions for property retirement), or for other amortization, or for any other
extraordinary charge to income of whatever kind or nature, or for refunds of revenues
previously collected by the Company subject to possible refund, or for any improvement or
sinking fund or other device for the retirement of any indebtedness, shall be required to be
included in operating expenses to be deducted from, or shall be otherwise required to be
deducted from, its revenues or its other income and no extraordinary items of any kind or
nature shall be included in calculating such Adjusted Net Earnings.
Calculation of operating expenses to be deducted
If any of the property of the Company owned by it at the time of the making of any Net
Earning Certificate shall have been acquired during or after any period for which Adjusted
Net Earnings of the Company are to be computed, the Adjusted Net Earnings of such
property (computed in the manner in this Section provided for the computation of the
Adjusted Net Earnings of the Company) during such period or such part of such period as
shall have preceded the acquisition thereof, to the extent that the same have not otherwise
been included and unless such property shall have been acquired in exchange or substitution
for property the earnings of which have been included, may, at the option of the Company, be
included in the Adjusted Net Earnings of the Company for all purposes of this Indenture,
and shall be included if such property has been operated as a separate unit or if the earnings
therefrom are readily ascertainable.
Adjusted Net Earnings of property acquired during or after earnings period
In any case where a Net Earning Certificate is required as a condition precedent to the
authentication and delivery of bonds, such certificate shall also be made and signed by an
independent public accountant, if the aggregate principal amount of bonds then applied for
plus the aggregate principal amount of bonds authenticated and delivered hereunder since
the commencement of the then current calendar year (other than those with respect to which
a Net Earning Certificate is not required, or with respect to which a Net Earning Certificate
made and
Requirement for independent
public accountant
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§1.07; Art. II, §2.01
signed by an independent public accountant has previously been furnished to the Trustee) is
ten per centum (10%) or more of the aggregate amount of the bonds at the time Outstanding;
but no Net Earning Certificate need be made and signed by any person other than an
Authorized Executive Officer of the Company and an accountant, as to dates or periods not
covered by annual reports required to be filed by the Company, in the case of conditions
precedent which depend upon a state of facts as of a date or dates or for a period or periods
different from that required to be covered by such annual reports.
Each such certificate shall include the statements required by Section 22.05 hereof.
“appropriations out of income
for property retirement”The phrase “appropriations out of income for property retirement”, and other phrases of
similar import shall be deemed to include not only charges made upon a retirement
accounting theory but also charges made on any depreciation or other accounting theory
intended to provide for retirement of property.
Calculations of Annual Interest Requirements of
bonds if interest payable
solely in foreign coin or
currency
Unless otherwise specifically provided with respect to a series of bonds, if interest on any
bonds Outstanding hereunder is payable solely in the coin or currency of a foreign nation,
then the Annual Interest Requirements for such bonds shall be the Company’s United States
dollar obligation therefor in the applicable currency exchange agreement required by
subsection 2.03 (16) hereof or, if such exchange agreement is not in effect, then the Annual
Interest Requirements for such bonds shall be based upon the Federal noon buying rate (on a
date within 10 days prior to the date of the application for the authentication and delivery
under this Indenture of bonds in connection with which such Net Earning Certificate is
delivered) of such foreign coin or currency in The City of New York, New York (or, if no such
noon buying rate is, after reasonable inquiry, determinable by the signers of such certificate,
then such other rate as they shall reasonably determine).
ARTICLE II
Forms, Execution, Registration, Exchange and
Other General Provisions as to Issue of Bonds
Amount of bonds which may
be secured hereby Section 2.01 The aggregate principal amount of bonds which may be authenticated and
delivered from time to time under this Indenture is unlimited.
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§§2.02, 203
Section 2.02 Nothing in this Indenture shall limit the power of the Board of Directors
(in conformity with applicable law) to fix the price at which the bonds authenticated and
delivered under any of the provisions of this Indenture may be issued, exchanged, sold or
disposed of, but any or all of said bonds may be issued, exchanged, sold or disposed of upon
such terms and for such consideration as the Board of Directors may deem fit.
Board of Directors may fix terms and consideration for issue, etc. of bonds
Section 2.03 The bonds may be issued in one or more series pursuant to Articles IV, V,
VI and VII hereof. Other than the First Series of bonds issued pursuant to Article III hereof,
each such series of bonds, the form or forms thereof, the terms and conditions thereof, and
the following other matters in connection therewith shall be established in or pursuant to
one or more Resolutions and (to the extent not set forth in such Resolutions) detailed in an
accompanying Officers’ Certificate (which shall also certify all actions taken pursuant to
such Resolutions), and/or shall be established in one or more indentures supplemental
hereto, prior to the initial issuance of bonds of such series:
Series of bonds and establishment thereof
Matters to be established:
(1)  the title of the bonds and the series in which such bonds shall be included (which
shall distinguish the bonds of the series from all other bonds);
(1) Title and series
(2)  any limit upon the aggregate principal amount of the bonds of that series which may
be authenticated and delivered under this Indenture (except for bonds authenticated and
delivered upon registration of, transfer of, or in exchange for, or in lieu of, other bonds of that
series pursuant to Section 2.08, 2.09, 2.11, 2.12, 12.04 or 21.09 hereof);
(2) Limit on aggregate
principal amount
(3)  the date or dates on which the principal of the bonds of that series is payable or the
manner of determining the same;
(3) Maturity date or dates
(4)  the rate or rates at which the bonds of that series shall bear interest, if any, or the
manner of determining the same, the date or dates from which such interest shall accrue, or
the manner of determining the same, the date or dates on which such interest shall be
payable and the date or dates for the determination of persons to whom interest shall be
payable on any such date, and the basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months;
(4) Interest rate or rates, etc.
(5)  the place or places where the principal of (and premium, if any) and interest, if any,
on the bonds of that series shall be payable;
(5) Place or places for
payment
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(6) Optional redemption or prepayment (6)  the period or periods within which, the price or prices at which and the terms and
conditions upon which the bonds of that series may be redeemed or prepaid, in whole or in
part, or the manner of determining the same, at the option of the Company;
(7) Mandatory redemption, prepayment or purchase (7)  the obligation, if any, of the Company to redeem, prepay or purchase bonds of that
series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the
option of a holder thereof; and the period or periods within which, the price or prices at
which and the terms and conditions upon which bonds of that series shall be redeemed,
prepaid or purchased, in whole or in part, or the manner of determining the same, pursuant
to such obligation;
(8) Denominations if not a
multiple of $1,000 (8)  if other than denominations of $1,000 and any multiple thereof, the denominations in
which the bonds of that series shall be issuable;
(9) Portion of series payable
upon acceleration if other than principal amount
(9)  if other than the principal amount thereof, the portion of the principal amount of the
bonds of that series which shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 15.03 hereof;
(10) Additional events of default (10)  any event of default with respect to the bonds of that series if not set forth in
Article XV hereof;
(11) Defeasance terms (11) terms relating to the defeasance of bonds of that series, if any;
(12) Obligation of Company
regarding payment
without tax deduction
and/or reimbursement; creation of sinking fund; conversion of bonds
(12) any obligation of the Company for the payment of the principal of the bonds of that
series or the interest thereon, or both, without deduction for taxes and/or for the
reimbursement of taxes in case of payment by the bondholders, it being agreed that such
obligation may be limited to taxes imposed by any taxing authorities of a specified class and
may exclude from its operation or be limited to any specified tax or taxes or any portion
thereof; and/or expressing any obligation of the Company for the creation of a sinking fund or
other analogous device for the bonds of that series; and/or expressing an obligation of the
Company to permit the conversion of bonds of that series into capital stock of the Company
or of any other corporation of any designated class or classes;
(13) Exchange privileges (13) any privilege of the bondholders of that series to make, at a specified place or places,
any or all of the following exchanges, namely, exchanges of coupon bonds for fully registered
bonds; exchanges of fully registered bonds for coupon bonds; exchanges of coupon bonds for
coupon bonds of other authorized denominations; exchanges of fully registered bonds for fully
registered bonds of
Rocky Mountain Power Exhibit E Page 68 of 220
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§2.03
other authorized denominations; exchanges of bonds of one series for bonds of another series;
and such privilege of exchange may in any case be made subject to such conditions,
limitations or restrictions as the Board of Directors or officers of the Company pursuant to
authority delegated by the Board of Directors may determine and the privilege of exchange
may in any case be conferred upon the holders of bonds of one or more denominations and
withheld from the holders of bonds of other denominations of the same series and may in any
case be conferred on the holders of fully registered bonds and withheld from the holders of
coupon bonds or vice versa;
(14) provisions acceptable to the Trustee for fully registered bonds of that series that may
be registered as to the payment of principal to one holder and to the payment of interest to
another holder, and for different rights of such holders with respect to redemption of such
bonds, voting rights, remedies upon default and other matters;
(14) Splitting of interest and
principal payments
(15) provisions for compliance with any law or with any rules or regulations made
pursuant thereto or with the rules or regulations of any stock exchange or conforming to
usage;
(15) Compliance with laws,
rules, regulations or usage
(16) the coin or currency (which need not be coin or currency of the United States of
America) in which the principal of and interest on such bonds shall be paid; provided,
however, and notwithstanding any provision in this Indenture to the contrary, no bonds shall
be issued hereunder which the Company shall be required to pay in a coin or currency other
than that of the United States of America unless the Company shall have deposited with the
Trustee, to be held as part of the Mortgaged and Pledged Property, a currency exchange
agreement with an entity having, at the time of such deposit, at least as good financial rating
as that of the Company that, in the opinion of an independent accountant, appraiser or other
expert as certified in writing to the Trustee, gives the Company at least as much protection
against currency exchange fluctuation as is usually obtained by similarly situated borrowers;
(16) Coin or currency in
which principal and
interest paid; currency
exchange agreement
(For purposes of calculations under this Indenture (including calculations of principal
amount under Articles IV, V, VI and VII), the principal amount of any bonds Outstanding
hereunder payable in a foreign coin or currency shall be the Company’s United States dollar
obligation therefor in the applicable currency exchange agreement entered into pursuant to
the foregoing subsection (16).
Calculation of principal of bonds payable in foreign coin
or currency
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§§2.03, 2.04, 2.05, 2.06
(17) Uncertificated system of registration (17)  any uncertificated system of registration utilized for the bonds of that series; and/or
(18) Other terms (18)  any other terms of the bonds of that series (which terms shall not be inconsistent
with the provisions of this Indenture).
Bonds of same
series substantially identical
Bonds of same series may be issued at different times;
series may be reopened and
aggregate principal
amount increased 
All bonds of any one series shall be substantially identical except as otherwise
established in accordance with this Section 2.03. All bonds of any one series need not be
issued at the same time, and, unless otherwise established in accordance with this
Section 2.03, a series may be reopened and the aggregate principal amount of bonds of that
series which may be authenticated and delivered under this Indenture increased for
issuances of additional bonds of that series.
Bonds and coupons expressed
in one or more foreign
languages
Section 2.04 The bonds and coupons of any series may be expressed in one or more
foreign languages, if also expressed in the English language. The English text shall govern
the construction thereof and both or all texts shall constitute but a single obligation.
Kinds and denominations of bonds Section 2.05 Any series of bonds may be executed, authenticated and delivered
originally as coupon bonds and/or as fully registered bonds in such denomination or
denominations as established in accordance with Section 2.03 with respect to a series of
bonds.
Dates, interest, etc.
of registered bonds Section 2.06 Unless otherwise established in accordance with Section 2.03 with respect
to a series of bonds, fully registered bonds shall be dated as of the date of authentication.
Unless other provisions (including, but not limited to, provisions establishing record dates for
the payment of interest) are specifically provided with respect to a series of bonds, fully
registered bonds shall bear interest from the beginning of the current interest period for that
series; provided, however, that if any fully registered bond shall be authenticated and
delivered upon a transfer of, or in exchange for or in lieu of, any bond or bonds upon which
interest is in default, it shall bear interest from the last preceding date to which interest
shall have been paid on the bond or bonds in respect of which such fully registered bond shall
have been delivered, unless otherwise specifically provided as aforesaid with respect to a
series of bonds.
Coupon bonds shall be dated as of such date as may be established in accordance with
Section 2.03 with respect to a series of bonds and as designated in the form established for
such series of coupon bonds.
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§§2.07, 2.08
Section 2.07 Any bond may have imprinted thereon or included therein any legend or
legends required in order to comply with any law or with any rules or regulations made
pursuant thereto or with the rules or regulations of any stock exchange or to conform to
usage, and the Board of Directors by Resolution may at any time amend the form of any
legend to be used on bonds then Outstanding so as to comply with any such law, rule or
regulation, or so as to conform to usage.
Legends on bonds
Section 2.08 Unless otherwise established in accordance with Section 2.03 with respect
to a series of bonds, in all cases in which the privilege of exchanging bonds exists and is
exercised, the bonds to be exchanged shall be surrendered at such place or places as shall be
designated by the Board of Directors by Resolution for that purpose, with all unmatured
coupons appertaining thereto (in the case of coupon bonds) and the Trustee shall
authenticate and the Company shall deliver in exchange therefor the bond or bonds which
the bondholder making the exchange shall be entitled to receive, having attached thereto, in
the case of coupon bonds, all unmatured coupons appertaining thereto. In case at the time of
any such exchange, interest on the bonds of such series is in default, all coupon bonds of such
series surrendered for exchange and delivered in exchange shall be accompanied by all
matured coupons in default unless such coupons have heretofore been previously
surrendered. All bonds so surrendered for exchange shall be in bearer form, or if registered,
accompanied by a written instrument or instruments of transfer wherever required by the
Company duly executed by the registered owner or his, her or its duly authorized attorney.
All bonds so surrendered for exchange and the coupons appertaining thereto shall be
cancelled by the Trustee. Upon any transfer of bonds as permitted by the next succeeding
Section, and upon any exchange of bonds, the Company may make a charge therefor
sufficient to reimburse it for any tax or taxes or other governmental charge and in addition
may charge a sum not exceeding a sum, if any, provided as a term of such series of bonds for
each bond authenticated and delivered upon any such transfer or exchange, which sum shall
be paid by the party requesting such transfer or exchange as a condition precedent to the
exercise of the privilege of making such transfer or exchange. 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 interest payment date of said series (unless such series has a record
date for the payment of interest), or next preceding any designation of bonds of said series to
be
Surrender and cancellation of bonds upon exchange
Authentication and delivery of bonds
Charges
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§§2.08, 2.09, 2.10
redeemed. The Company shall not be required to make transfers or exchanges of any bonds
designated in whole or in part for redemption.
Books for registration and transfer of bonds
Registration of coupon bonds 
Transfer of fully registered bonds
Cancellation of registered bonds
Section 2.09 The Company shall keep, at such place or places as shall be designated for
the purpose, books for the registration and transfer of bonds issued hereunder, which, at all
reasonable times, shall be open for inspection by the Trustee; and upon presentation of bonds
duly endorsed for such purpose at any such place or places, the Company will register or
cause to be registered therein, and permit to be transferred thereon, under such reasonable
regulations as it may prescribe, any bonds issued under this Indenture and entitled to
registration or transfer at such office. Upon the registration of any coupon bond as to
principal, the fact of such registration shall be noted on such bond. Upon the transfer of any
fully registered bond, the Trustee shall authenticate and the Company shall issue in the
name of the transferee or transferees a new fully registered bond or new fully registered
bonds of the same series for a like principal amount in authorized denominations. All fully
registered bonds so surrendered for transfer shall be cancelled by the Trustee.
Execution of bonds
Execution by former officers
Matured coupons may be detached before authentication of bonds
Section 2.10 All bonds authenticated and delivered hereunder shall, from time to time,
be executed on behalf of the Company by an Authorized Executive Officer of the Company,
whose signature may be facsimile, and its corporate seal shall be thereon impressed or
imprinted and attested by its Secretary or one of its Assistant Secretaries, whose signature
may be facsimile. The coupons to be attached to coupon bonds shall bear the facsimile
signature of an Authorized Financial Officer of the Company. In case any of the officers who
shall have signed any bonds or attested the seal thereon, or whose facsimile signature
appears on any coupon, shall cease to be such officers of the Company before the bonds so
signed and/or sealed shall have been actually authenticated and delivered by the Trustee or
issued by the Company, such bonds nevertheless may be authenticated, delivered and/or
issued with the same force and effect as though the person or persons who signed such bonds
and/or attested the seal thereon and/or whose facsimile signature appears on any coupon had
not ceased to be such officer or officers of the Company. Before authenticating any coupon
bonds, the Trustee shall cut off and cancel all matured coupons thereto attached (except as
otherwise provided or permitted in Sections 2.08 and 2.12 hereof).
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§§2.11, 2.12
Section 2.11 There may be authenticated and delivered and issued from time to time in
lieu of (or in exchange for) any definitive bond or bonds issued or issuable under this
Indenture one or more temporary bonds substantially of the tenor of the bonds hereinbefore
established, with or without one or more coupons, and with or without the privilege of
registration as to principal only, or as to both principal and interest, and such temporary
bond or bonds may be in such denomination or denominations as the Board of Directors may
determine. Until a definitive bond or bonds secured hereby are delivered in exchange
therefor, each such temporary bond or bonds shall be entitled to the Lien and benefit of this
Indenture. Upon the exchange by the Company of definitive coupon bonds or definitive fully
registered bonds for temporary bonds (which exchange the Company shall make on request
of, and without charge to, the holder, when definitive bonds are ready for delivery) such
temporary bond or bonds and any unmatured coupons appertaining thereto shall be
cancelled by the Trustee. When and as interest is paid upon presentation of any unregistered
temporary bond without coupons, the fact of such payment shall be noted by the Trustee or a
paying agent thereon and interest due on any temporary bond which is represented by a
coupon shall be paid only upon presentation and surrender of such coupon for cancellation.
Unregistered temporary bonds without coupons of any series shall bear interest from the
beginning of the current interest period for bonds of that series in which such unregistered
temporary bonds without coupons shall be authenticated.
Temporary bonds may be issued
Temporary bonds are secured
hereby
Cancellation of temporary
bonds
Payment of interest on unregistered temporary bonds
Section 2.12 Upon receipt by the Company and the Trustee of evidence satisfactory to
them of the theft, loss, destruction or mutilation of any bond Outstanding hereunder and/or
the coupons appertaining thereto, and of indemnity satisfactory to them, and upon payment,
if the Company or the Trustee shall require it, of a reasonable charge and upon
reimbursement to the Company and the Trustee of all reasonable expense incident thereto,
and upon surrender and cancellation of such bond, if mutilated, and the coupons
appertaining thereto, if any, the Company may execute, and the Trustee shall thereupon
authenticate and deliver, a new bond of like tenor and of the same series with all unpaid
coupons, if any, appertaining thereto in lieu of such stolen, lost, destroyed or mutilated bond
and coupons, if any, or if any such bond or any coupon shall have matured or be about to
mature, and upon the holder’s compliance with the provisions of this Section, the Company
may pay the same without surrender thereof instead of issuing a substituted bond or coupon.
Any indemnity bond shall name as obligees the Company, the Trustee, and, if requested by
the Company, any paying agent.
Bonds issuable to replace
stolen, lost, destroyed or
mutilated bonds
Rocky Mountain Power Exhibit E Page 73 of 220
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§2.13; Art. III, §3.01
Trustee’s certificate Section 2.13 No bond shall be secured hereby unless there shall be endorsed thereon
the certificate of the Trustee that it is one of the bonds (or temporary bonds) of the series
therein designated, herein provided for; and such certificate on any such bond shall be
conclusive evidence that such bond has been duly authenticated and delivered by the
Trustee.
ARTICLE III
First Series of Bonds
Bonds of the First Series
Date of Maturity
Interest Rate
Date of issue 
Section 3.01 There shall be a series of bonds in the principal amount of $500,000
designated “10.45% Series due January 9, 1990” (herein sometimes referred to as the “First
Series”), each of which shall also bear the descriptive title “First Mortgage and Collateral
Trust Bond”. The form, terms and conditions thereof shall be established in or pursuant to a
Resolution. Bonds of the First Series shall mature on January 9, 1990, and shall be issued as
fully registered bonds; they shall bear interest at the rate of ten and forty-five hundredths
per centum (10.45%) per annum, payable on July 9, 1989 and at maturity; the principal of
and interest on each said bond to be payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, New York, 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. Bonds of the First Series shall be dated as in Article II hereof provided.
Redemption (I)  Bonds of the First Series shall not be redeemable prior to maturity.
Exchangeability (II)  At the option of the registered owner, any bonds of the First Series, upon surrender
thereof for cancellation, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, New York, shall (subject to the provisions of Article II hereof) be
exchangeable for a like aggregate principal amount of bonds of the same series of other
authorized denominations.
(III)  Bonds of the First Series in the aggregate principal amount of Five Hundred
Thousand Dollars ($500,000) shall be executed by the Company and delivered to the Trustee
and shall be authenticated by the Trustee, and delivered (whether before or after the filing or
recording hereof), in accordance with the written order or orders of the Company signed by
an Authorized Executive Officer of the Company, and by its Secretary or an Assistant
Secretary or an Authorized Financial Officer of the Company.
Rocky Mountain Power Exhibit E Page 74 of 220
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Art. IV, §4.01
ARTICLE IV
Issuance of Bonds upon Deposit of
Class “A” Bonds with Trustee
Section 4.01 (I)  The Trustee shall, from time to time, upon the written order or orders
of the Company signed by an Authorized Executive Officer of the Company, and by its
Secretary or an Assistant Secretary or an Authorized Financial Officer of the Company,
authenticate and deliver bonds hereunder of one or more series of a principal amount not
exceeding the principal amount of Class “A” Bonds delivered to the Trustee hereunder and
maturing on the maturity date of the bonds being issued hereunder on the basis of such
Class “A” Bonds, but only after the Trustee shall have received the following:
Bonds issuable on basis of
Class “A” Bonds
Requirements
(1)  the Resolution provided for in subdivision (1) of Section 5.06 hereof;(1) Resolution
(2)  the Officers’ Certificate provided for in subdivision (2) of Section 5.06 hereof and, in
the case of bonds being issued to refund bonds issued hereunder, in Section 11.05 hereof;
(2) Officers’ Certificate
(3)  subject to the provisions of subdivision (II) of this Section 4.01, a Net Earning
Certificate showing the Adjusted Net Earnings of the Company to be as required by
Section 5.05 hereof;
(3) Net Earning Certificate
(4)  the Opinion of Counsel provided for in subdivision (8) of Section 5.06, and stating the
signer’s opinion to the effect that the Class “A” Bonds being made the basis for the
authentication and delivery of the bonds then applied for are legal, valid and binding
obligations of the Company enforceable in accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement
of mortgagees’ and other creditors’ rights and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law), and such
Class “A” Bonds are entitled to the benefit of the security afforded by the corresponding
Class “A” Mortgage;
(4) Opinion of Counsel
(5)  copies of the certificates, or other documents, if any, specified in the Opinion of
Counsel provided for in subdivision (4) of this Section; and
(5) Further certificates, etc.
(6)  the Class “A” Bonds being made the basis for the authentication and delivery of the
bonds then applied for (whether then or theretofore delivered to the Trustee).
(6) Deposit of Class “A” Bonds
Rocky Mountain Power Exhibit E Page 75 of 220
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§4.01
Class “A” Bonds delivered to the Trustee pursuant to the provisions of this Section 4.01
need not contain identical or similar terms as to interest rates, redemption rights or other
terms (other than maturity dates) as the bonds being issued hereunder on the basis of such
Class “A” bonds.
Class “A” Bonds delivered to the Trustee pursuant to the provisions of this Section 4.01
shall be held by the Trustee in accordance with the provisions of Article X hereof.
Conditions when no Net Earning Certificate required (II)  No Net Earning Certificate shall be required if an Officers’ Certificate is delivered,
making the statements provided for in Section 11.05 hereof relating to the authentication
and delivery of the bonds then being requested in the written order or orders of the Company
under this Section 4.01 and indicating that no Net Earning Certificate is required hereunder
pursuant to this subsection 4.01(II), unless one of the following conditions exists:
(i)  an application for the authentication and delivery of bonds under any of the
provisions of this Indenture, which shall have contained a Net Earning Certificate, shall
have been made to the Trustee subsequent to the delivery to the trustee of a Class “A”
Mortgage of an irrevocable direction to apply moneys to the purchase, payment,
retirement and/or redemption of, or subsequent to the cancellation or surrender for
cancellation of, any Class “A” Bonds on the basis of which other Class “A” Bonds are to be
authenticated and delivered pursuant to the provisions of Section 29 of the Pacific
Mortgage or Section 29 of the Utah Mortgage (as the case may be), as then in effect, or
pursuant to the corresponding provisions of another Class “A” Mortgage, and in such Net
Earning Certificate the Annual Interest Requirements on the bonds to be authenticated
and delivered pursuant to the provisions of this Section 4.01 shall not have been included,
or
(ii)  the Class “A” Bonds on the basis of which other Class “A” Bonds are to be
authenticated and delivered mature by their terms at a date more than two years after
the date of authentication and delivery of the bonds applied for pursuant to this
Section 4.01 and bear a lower interest rate than the bonds applied for,
in either of which cases the Trustee shall receive a Net Earning Certificate showing the
Adjusted Net Earnings to be as required by Section 5.05 hereof.
Rocky Mountain Power Exhibit E Page 76 of 220
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Art. V, §§5.01, 5.02, 5.03, 5.04
ARTICLE V
Issuance of Bonds on the Basis of Property Additions
Section 5.01 The Trustee shall, from time to time, upon the written order or orders of
the Company signed by an Authorized Executive Officer of the Company, and by its
Secretary or an Assistant Secretary or an Authorized Financial Officer of the Company,
authenticate and deliver bonds hereunder of one or more series upon the basis of Property
Additions, but only in accordance with and subject to the conditions, provisions and
limitations set forth in this Article V.
Bonds issuable on basis of Property Additions
Section 5.02 No bonds shall be authenticated and delivered at any time under the
provisions of this Article V, upon the basis of Funded Property.
No Bonds issuable on basis of
Funded Property
Section 5.03 Bonds of any one or more series may be authenticated and delivered under
the provisions of this Article V upon the basis of Property Additions for a principal amount
not exceeding seventy per centum (70%) of the balance of the Cost or of the fair value thereof
to the Company (whichever shall be less) after making any deductions and any additions
pursuant to Section 1.04 hereof.
Cost or fair value of Property
Additions as limiting amount of bonds issuable
Section 5.04 In all cases in which it shall appear, from the Engineer’s Certificate
hereinafter in Section 5.06 hereof provided for, that Property Additions proposed to be made
the basis of one or more Authorized Purposes are subject to a Qualified Lien, the principal
amount of the then Outstanding Qualified Lien Bonds secured by a Qualified Lien thereon
(in the case of the authentication and delivery of bonds under the provisions of this Article V
or the withdrawal of cash under Section 7.02 hereof) or ten-sevenths (10/7ths) of such
principal amount (in the case of the release of property under any provisions hereof or the
withdrawal of cash under Section 13.06 hereof) shall be deducted from the principal amount
of bonds which might otherwise be authenticated or from the amount of cash which might
otherwise be withdrawn or from the fair value of property which might otherwise be released
or from the amount for which the Company might otherwise be entitled to a credit, unless
such certificate shall also state that the required amount has theretofore been deducted
pursuant to the provisions of this Section when other Property Additions subject to such
Qualified Lien have theretofore been made the basis under any of the provisions of this
Indenture of one or more Authorized Purposes, and that since the date of such deduction
Issuance of bonds on basis of Property Additions subject to Qualified Lien
Rocky Mountain Power Exhibit E Page 77 of 220
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§5.04
property subject to the Lien of this Indenture has continued to be subject to such Qualified
Lien.
Refunding of Qualified Lien Bonds If, at any time after an amount equal to the principal amount of any Outstanding
Qualified Lien Bonds shall have been, in accordance with the provisions of this Section,
deducted from the principal amount of bonds which might otherwise be authenticated and
delivered hereunder, or the required principal amount shall have been deducted in
connection with the withdrawal of cash or the release of property, the Company shall either:
(A)  deposit with the Trustee any such principal amount of Qualified Lien Bonds to be
held and dealt with by the Trustee in the manner and subject to the conditions and
provisions set forth in Article X hereof; or
(B)  file with the Trustee an Officers’ Certificate to the effect that the principal amount of
such Outstanding Qualified Lien Bonds to the extent of the principal amount deducted as
aforesaid, (1) has been reduced, or concurrently with the action requested will be reduced, by
payment, or by the irrevocable deposit with the trustee or other holder of the Qualified Lien
securing the same, of moneys in the necessary amount for the purchase, payment or
redemption thereof, or otherwise reduced, and that such reduction has not been, and will not
be, effected by the use, by the trustee or other holder of such Qualified Lien, of cash which
(after giving effect to the provisions of Sections 1.05 and 13.06 hereof) is then deemed to be or
to have been Funded Cash; provided that, in the case of redemption, the notice required
therefor shall have been given or have been provided for, or (2) has been ascertained by final
judicial determination or otherwise to the satisfaction of the Trustee to be in whole or in part
invalid, and specifying the amount of reduction or the extent of the invalidity, as the case
may be, supported by an Opinion of Counsel;
then, and in either such case, the Company shall be entitled to the authentication and
delivery of further bonds up to a principal amount equivalent to and on the basis of the
principal amount of the Qualified Lien Bonds so deposited with the Trustee, or (as the case
may be) equivalent to and on the basis of the amount by which the principal amount of such
Qualified Lien Bonds shall be certified to have been and/or to be reduced or to have been
ascertained to be invalid, but not exceeding in the aggregate a principal amount equivalent
to the aggregate of the
Rocky Mountain Power Exhibit E Page 78 of 220
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§5.04
respective principal amounts of Qualified Lien Bonds Outstanding under each respective
Qualified Lien immediately after such lien shall have become a Qualified Lien and in respect
of which bonds the deductions required by the provisions of this Section shall have been
made.
Notwithstanding any other provisions herein contained, it shall not be necessary to
comply with the provisions of Section 5.05 hereof or to furnish any Net Earning Certificate in
connection with the authentication and delivery of bonds under the foregoing provisions of
this Section unless the Qualified Lien Bonds on the basis of which bonds are to be so
authenticated and delivered, mature by their terms at a date more than two years after the
authentication and delivery of the bonds applied for and bear a lower interest rate than the
bonds applied for.
No bonds shall be authenticated and delivered under the provisions of this Section by
reason of the deposit of any Qualified Lien Bonds or the payment, reduction or
ascertainment of invalidity thereof to the extent that such deposit or payment, reduction or
ascertainment of invalidity shall theretofore have been used as a basis, under the provisions
of this Section, of the authentication and delivery of bonds or to the extent that a waiver by
the Company of its right to the authentication and delivery of bonds on the basis of any such
deposit, payment, reduction or ascertainment of invalidity is then in effect, or by reason of
the deposit of any Qualified Lien Bonds with respect to which deposit the Company shall
have certified that it elects not to have any bonds authenticated hereunder on the basis
thereof, or by reason of the deposit of any Qualified Lien Bonds with the Trustee under the
provisions of Section 9.13 hereof.
Limit on bond authentication based on property subject to Qualified Lien
No bonds shall be authenticated and delivered under the provisions of this Article V (nor
Funded Cash be withdrawn nor Funded Property be released under any of the provisions of
this Indenture) upon the basis of any Property Additions subject to a Qualified Lien unless it
shall be stated in an Engineer’s Certificate accompanying the application that:
Additional limit on bond
authentication based on property subject to Qualified Lien
(a)  the principal amount of all bonds theretofore authenticated and delivered by the
Trustee (including any bonds for the authentication and delivery of which application is then
made) under the provisions of this Article V upon the basis of such Property Additions
subject to a Qualified Lien as shall have continued to be subject to a Qualified Lien or upon
the basis of a reduction in the principal amount of Outstanding Qualified Lien Bonds on such
Property Additions as shall have continued to be subject to a Qualified Lien,
Rocky Mountain Power Exhibit E Page 79 of 220
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§5.04
(b)  the total amount of Funded Cash deposited with the Trustee under the provisions of
Section 7.01 hereof and theretofore withdrawn (including any such Funded Cash for the
withdrawal of which application is then made) under any of the provisions of this Indenture
upon the basis of such Property Additions subject to a Qualified Lien as shall have continued
to be subject to a Qualified Lien,
(c)  seventy per centum (70%) of all Funded Cash deposited with the Trustee under any of
the provisions of this Indenture (other than the provisions of Section 7.01 hereof) and
theretofore withdrawn (including any such Funded Cash for the withdrawal of which
application is then made) under any of the provisions of this Indenture upon the basis of
such Property Additions subject to a Qualified Lien as shall have continued to be subject to a
Qualified Lien,
(d)  seventy per centum (70%) of the Cost or the fair value to the Company, whichever is
less (at the date of the Engineer’s Certificate in which such Property Additions shall have
been made the basis of the release hereinafter in this clause (d) mentioned), of such Property
Additions subject to a Qualified Lien as shall have continued to be subject to a Qualified
Lien, used as a basis for the release from the Lien of this Indenture of Funded Property, and
(e)  the principal amount of all Qualified Lien Bonds to be Outstanding upon the granting
of such application,
do not in the aggregate exceed fifteen per centum (15%) of the aggregate principal amount of
(1) all bonds to be Outstanding under this Indenture upon the granting of such application,
including those applied for, and (2) all Qualified Lien Bonds to the extent that such Qualified
Lien Bonds shall be Outstanding upon the granting of such application.
Subject to the provisions of Sections 19.01 and 19.02 hereof, the Trustee may assume that
any Property Additions subject to a Qualified Lien which shall have formed the basis, under
any of the provisions of this Indenture, for the authentication and delivery of bonds or the
withdrawal of Funded Cash or the release of Funded Property have continued to be subject
to a Qualified Lien until the Trustee shall have received an Officers’ Certificate
(accompanied by a concurring Opinion of Counsel) to the contrary.
Rocky Mountain Power Exhibit E Page 80 of 220
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§§5.04, 5.05, 5.06
If at any time and from time to time, by reason either of the discharge of any Qualified
Lien or of any increase in the aggregate amount of bonds authenticated and delivered under
this Indenture, there shall be a change in the aggregate principal amount of bonds which
may be authenticated and delivered within the limitations prescribed by this Section, then
any bonds, which before such change were not permitted to have been authenticated and
delivered by reason of such limitations, may be authenticated and delivered subject to such
limitations as fixed by such change.
No bonds shall be authenticated and delivered under the provisions of this Section unless
the Trustee at the time of the application for such authentication and delivery shall receive a
Resolution, Officers’ Certificate and Opinion of Counsel such as are described in subdivisions
(1), (2) and (8) of Section 5.06 hereof, together with copies of the officially authenticated
certificates or other documents, if any, specified in such Opinion of Counsel, and, in case the
bonds are to be authenticated and delivered under the provisions of the next preceding
paragraphs of this Section by reason of an increase in the aggregate principal amount of
bonds authenticated and delivered under this Indenture having increased the aggregate
principal amount of bonds which may be authenticated and delivered within the limitations
prescribed by this Section, a Net Earning Certificate showing the Adjusted Net Earnings of
the Company to be as required by Section 5.05 hereof.
Documents received by
Trustee
Section 5.05 No bonds other than the bonds of the First Series (as set forth in Article III
hereof) shall be authenticated and delivered upon the basis of Property Additions unless, as
shown by a Net Earning Certificate, the Adjusted Net Earnings of the Company for the
period therein referred to shall have been in the aggregate at least equivalent to twice the
Annual Interest Requirements as shall be specified, pursuant to the provisions of subdivision
(B) of Section 1.07 hereof, in such Net Earning Certificate. No Net Earning Certificate is
required as to the authentication and delivery of said bonds of the First Series.
Requirements as to net earnings
Section 5.06 No bonds shall be authenticated or delivered hereunder by the Trustee
upon the basis of Property Additions until the Trustee shall have received the following:
Requirements for issuance of bonds upon basis of Property Additions:
(1)  a Resolution requesting the Trustee to authenticate and deliver bonds, (a) specifying
the principal amount of bonds called for and the series thereof, (b) specifying or setting forth
a method by
(1) Resolution
Rocky Mountain Power Exhibit E Page 81 of 220
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§5.06
which all other matters with respect thereto as required by this Indenture (including those
terms and conditions described in Section 2.03 hereof) are to be established, and
(c) specifying the officer or officers of the Company to whom, or upon whose written order,
such bonds shall be delivered;
(1) Officers’ Certificate (2)  an Officers’ Certificate complying with the requirements of Section 22.05 hereof
(a) detailing the matters required to be set forth therein as provided in Section 2.03 hereof,
and (b) stating that to the knowledge of the signers none of the events which itself or with a
lapse of time would constitute a Default of the type specified in subdivisions (a) through
(h) of Section 15.01 hereof has occurred and is continuing;
(2) Engineer’s Certificate (3)  an Engineer’s Certificate made and dated not more than ninety (90) days prior to the
date of such application,
(a)  describing in reasonable detail the Property Additions made the basis of the
application;
(b)  stating that all the Property Additions made the basis of the application are
Property Additions as defined in Section 1.04 hereof;
(c)  stating that such Property Additions are desirable for use in the proper conduct of
the business of the Company;
(d)  stating that such Property Additions, to the extent of the Cost or fair value thereof
(whichever is less) to the Company made the basis of the application, do not consist of
Funded Property;
(e)  stating, except as to Property Additions acquired, made or constructed wholly
through the delivery of securities, that the amount of cash forming all or part of the Cost
thereof was equal to or more than an amount to be stated therein;
(f)  briefly describing, with respect to any Property Additions acquired, made or
constructed in whole or in part through the delivery of securities, the securities so
delivered and stating the date of such delivery;
(g)  stating what part, if any, of such Property Additions includes property (other than
property acquired from PacifiCorp, a Maine corporation, and from Utah Power & Light
Company, a Utah corporation, upon the merger of those corporations into
Rocky Mountain Power Exhibit E Page 82 of 220
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§5.06
the Company) which within six months prior to the date of acquisition thereof by the
Company has been used or operated by others than the Company in a business similar to
that in which it has been or is to be used or operated by the Company and showing
whether or not the fair value thereof to the Company is less than Twenty-five Thousand
Dollars ($25,000) and whether or not the fair value thereof to the Company is less than
one per centum (1%) of the aggregate amount of (x) the principal amount of the bonds at
the time Outstanding and (y) the principal amount of the Class A Bonds at the time
Outstanding other than Class A Bonds delivered to and held by the Trustee hereunder;
(h)  stating, except as to Property Additions with respect to the fair value to the
Company of which a statement is to be made in an Independent Engineer’s Certificate as
provided for in subdivision (4) of this Section, that the fair value to the Company as of the
date of such certificate of such Property Additions is a specified amount;
(i)  stating the amount required to be deducted under the provisions of subdivision
(A) of Section 1.04 hereof and the amount elected to be added under the provisions of
clauses (a), (b) and (c) of subdivision (B) of Section 1.04 hereof in respect of Funded
Property retired of the Company;
(j)  stating whether or not the required amount has theretofore been deducted in
compliance with the provisions of Section 5.04 hereof when other Property Additions
subject to a Qualified Lien, referred to in the Opinion of Counsel provided for in
subdivision (7) of this Section, were made the basis under any of the provisions of this
Indenture of one or more Authorized Purposes and, if so, when such deduction was made
and whether since the date of such deduction property subject to the Lien of this
Indenture has continued to be subject to such Qualified Lien;
(k)  making such statements, if any, as may be required to be stated in an Engineer’s
Certificate by the provisions of Section 5.04 hereof; and
(l)  stating that the easements, restrictions, exceptions, reservations or rights, if any,
of the character mentioned in clauses (e) and (f) of Section 1.06 hereof, to which any
property or rights of way included in such Property Additions are subject,
Rocky Mountain Power Exhibit E Page 83 of 220
Case No. PAC-E-23-03
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§5.06
and the defects, irregularities and deficiencies in titles of the character mentioned in
said clauses of any property or rights of way included in such Property Additions do
not materially impair the use of such property or rights of way for the purposes for
which the same are held by the Company;
(4)  Independent Engineer’s Certificate (4)  in case any Property Additions are shown by the Engineer’s Certificate provided for
in subdivision (3) above to include property (other than property acquired from PacifiCorp, a
Maine corporation, and Utah Power & Light Company, a Utah corporation, upon the merger
of those corporations into the Company) which within six months prior to the date of
acquisition thereof by the Company, has been used or operated by others than the Company
in a business similar to that in which it has been or is to be used or operated by the Company
and such certificate does not show the fair value thereof to the Company, as of the date of
such certificate, to be less than Twenty-five Thousand Dollars ($25,000) or less than one per
centum (1%) of the aggregate principal amount of the bonds at the time Outstanding
hereunder, a further certificate consisting of an Independent Engineer’s Certificate stating
as to such Property Additions which have been so used or operated and (at the option of the
Company) as to any other Property Additions included in the Engineer’s Certificate provided
for in subdivision (3) of this Section that the then aggregate fair value thereof to the
Company, as of the date of such Independent Engineer’s Certificate, in the opinion of the
signer is a specified amount; and in the case of the authentication and delivery of bonds, the
fair value to the Company in the opinion of the signer of any property so used or operated
which has been subjected to the Lien of this Indenture since the commencement of the then
current calendar year as the basis for the authentication and delivery of bonds, and as to
which an Independent Engineer’s Certificate has not previously been furnished to the
Trustee;
(5) Written appraisal in
certain cases (5)  in case any Property Additions are shown by the Engineer’s Certificate provided for
in subdivision (3) above to have been acquired, made or constructed in whole or in part
through the delivery of securities, a written appraisal of an engineer, appraiser or other
expert person, firm or corporation, stating in the opinion of the signer the fair market value
in cash of such securities at the time of delivery thereof in payment for or for the acquisition
of such Property Additions;
Rocky Mountain Power Exhibit E Page 84 of 220
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§5.06
(6)  except in the case of the authentication of the bonds of the First Series, a Net Earning
Certificate showing the Adjusted Net Earnings of the Company to be as required by
Section 5.05 hereof;
(6) Net Earning Certificate
(7)  an Opinion of Counsel stating the signer’s opinion:
(a)  to the effect that (except as to paving, grading and other improvements to, under
or upon public highways, bridges, parks or other public property of analogous character)
this Indenture is, or upon the delivery of, and/or the filing and/or recording in the proper
places and manner of, the instruments of conveyance, assignment or transfer, if any,
specified in said opinion, will be, a lien on all the Property Additions made the basis of
such application, subject to no lien thereon prior or equal to the Lien of this Indenture
except Qualified Liens and Excepted Encumbrances and that the Company has the right
to remove any such Property Additions which are located on any leasehold or which are
on property as to which the Company has an easement, prior to or upon the termination
of such leasehold or easement, without compensation or other remuneration and free of
any lien prior or equal to the Lien of this Indenture, except Qualified Liens and Excepted
Encumbrances;
(b)  to the effect that the Company has corporate authority to operate the Property
Additions with respect to which such application is made; and
(c)  as to the general nature and extent of any Qualified Liens existing upon any of
such Property Additions, and the principal amount of the then Outstanding Qualified
Lien Bonds secured thereby, if any;
(7) Opinion of Counsel
(8)  an Opinion of Counsel complying with the requirements of Section 22.05 hereof and
stating the signer’s opinion to the effect that:
(a)  the issue of the bonds has been duly authorized by the Company and has been
established in accordance with Section 2.03 hereof;
(b)  the issue of the bonds has been duly authorized by any and all governmental
authorities the consent of which is requisite to the legal issue of such bonds, specifying
any officially authenticated certificates, or other documents, by which such consent is or
may be evidenced, or that no consent of any governmental authorities is requisite; and
(8) Further Opinion of Counsel
Rocky Mountain Power Exhibit E Page 85 of 220
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§5.06; Art. VI, §6.01
(c)  the Company has contracted to pledge such bonds to secure other indebtedness of
a principal amount not less than seventy-five per centum (75%) of the principal amount of
such bonds or has sold or contracted to sell or to issue for value such bonds;
(9) Instruments of conveyance (9)  copies of the instruments of conveyance, assignment and transfer, if any, specified in
the Opinion of Counsel provided for in subdivision (7) above; and
(10) Further certificates, etc.(10)  copies of the certificates, or other documents, if any, specified in the Opinion of
Counsel provided for in subdivision (8) above.
If, in order to render the Opinion of Counsel provided for in subdivision (7) or subdivision
(8) above, the signer thereof shall deem it necessary that additional facts or matters be
stated in the Engineer’s Certificate provided for in subdivision (3) above, then in such event
the Engineer’s Certificate may state all such additional facts or matters as the signer of such
Opinion of Counsel may request.
The amount of the Cost of any Property Additions and the fair value thereof to the
Company and the fair market value in cash of any securities so delivered in payment
therefor or for the acquisition thereof and the amount of any deductions and any additions
made pursuant to Section 1.04 hereof shall be determined for the purposes of this Article V
by the appropriate certificate provided for in this Section. In the case of Property Additions
subject to a Qualified Lien, the fair value of such Property Additions shall be determined as
if such Property Additions were free of such Qualified Lien.
ARTICLE VI
Issuance of Bonds upon Retirement of
Bonds Previously Outstanding Hereunder
Bonds Issuable on basis of
retirement of bonds
previously outstanding
Section 6.01 Subject to the provisions of Section 6.02 hereof, the Trustee shall, from
time to time, upon the written order or orders of the Company signed by an Authorized
Executive Officer of the Company, and by its Secretary or an Assistant Secretary or an
Authorized Financial Officer of the Company, authenticate and deliver bonds hereunder of
one or more series of a principal amount equal to and on the basis of the
Rocky Mountain Power Exhibit E Page 86 of 220
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§6.01
principal amount of any Retired Bonds, but only after the Trustee shall have received the
following:
Requirements:
(1)  the Resolution provided for in subdivision (1) of Section 5.06 hereof;(1) Resolution
(2)  the Officers’ Certificate provided for in subdivision (2) of Section 5.06 hereof;(2) Officers’ Certificate
(3)  an Officers’ Certificate stating that Retired Bonds, specified by series (in an aggregate
principal amount not less than the aggregate principal amount of bonds in respect of which
such written order or orders for authentication and delivery is or are made under this
Section 6.01) have theretofore been pledged to secure indebtedness of a principal amount not
less than seventy-five per centum (75%) of the principal amount of such Retired Bonds or
sold or issued for value and are the basis for such written order or orders;
(3) Further Officers’
Certificate
(4)  the Opinion of Counsel provided for in subdivision (8) of Section 5.06 hereof; and (4) Opinion of Counsel
(5)  copies of the certificates, or other documents, if any, specified in the Opinion of
Counsel provided for in subdivision (4) of this Section.
(5) Further certificates, etc.
In case (i) an application for the authentication and delivery of bonds under any of the
provisions of this Indenture, which shall have contained a Net Earning Certificate, shall
have been made to the Trustee subsequent to the delivery to the Trustee of an irrevocable
direction to apply moneys to any such purchase, payment, retirement and/or redemption of,
or subsequent to the cancellation or surrender for cancellation of, any bonds on the basis of
which other bonds are to be authenticated and delivered pursuant to the provisions of this
Article VI, and in such Net Earning Certificate the Annual Interest Requirements on any
such bonds to be authenticated and delivered shall not have been included, or (ii) the Bonds
on the basis of which other bonds are to be so authenticated and delivered mature by their
terms at a date more than one year after the date of authentication and delivery of the bonds
applied for and bear a lower interest rate than the bonds applied for, then the Trustee shall
in either such case also receive a Net Earning Certificate showing the Adjusted Net Earnings
to be as required by Section 5.05 hereof.
Net Earning Certificate in certain cases
Rocky Mountain Power Exhibit E Page 87 of 220
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§§6.01, 6.02; Art. VII, §7.01
Any and all coupon bonds delivered to the Trustee pursuant to this Article shall be
accompanied by all unmatured coupons appertaining thereto.
Requirement as to discharge
of Class “A” Mortgage Section 6.02 No bonds shall be authenticated or delivered hereunder pursuant to the
provisions of Section 6.01 hereof on the basis of the principal amount of any Retired Bonds
theretofore authenticated and delivered under Section 4.01 hereof until the Class “A”
Mortgage under which the Class “A” Bonds made the basis for the authentication and
delivery of the Retired Bonds has been discharged pursuant to the provisions of Section 106
of the Pacific Mortgage, or of Section 116 of the Utah Mortgage, or of a comparable section of
another Class “A” Mortgage (as the case may be), as then in effect.
ARTICLE VII
Issuance of Bonds upon Deposit of Cash with Trustee
Bonds issuable on basis of
cash deposited with the
Trustee
Requirements:
Section 7.01 The Trustee shall, from time to time, upon the written order or orders of
the Company signed by an Authorized Executive Officer of the Company, and by its
Secretary or an Assistant Secretary or an Authorized Financial Officer of the Company,
authenticate and deliver bonds hereunder of one or more series upon deposit with the
Trustee by the Company of cash equal to the aggregate principal amount of the bonds so
requested to be authenticated and delivered but only after the Trustee shall have received:
(1) Resolution (1)  the Resolution provided for in subdivision (1) of Section 5.06 hereof;
(2) Officers’ Certificate (2)  the Officers’ Certificate provided for in subdivision (2) of Section 5.06 hereof;
(3) Net Earning Certificate (3)  a Net Earning Certificate showing the Adjusted Net Earnings of the Company to be
as required by Section 5.05 hereof;
(4) Opinion of Counsel (4)  the Opinion of Counsel provided for in subdivision (8) of Section 5.06 hereof; and
(5) Further certificates, etc.(5)  copies of the certificates, or other documents, if any, specified in the Opinion of
Counsel provided for in subdivision (4) of this Section.
Rocky Mountain Power Exhibit E Page 88 of 220
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§§7.02, 7.03
Section 7.02 All cash deposited with the Trustee under the provisions of the next
preceding Section hereof shall be held by the Trustee as a part of the Mortgaged and Pledged
Property, and may be withdrawn from time to time by the Company, upon application of the
Company to the Trustee evidenced by a Resolution, in an amount equal to the aggregate
principal amount of bonds to the authentication and delivery of which the Company shall be
entitled under any of the provisions of this Indenture by virtue of compliance with all
applicable provisions of this Indenture (except as hereinafter in this Section otherwise
provided).
Withdrawal of cash in lieu of bonds
Upon any such application for withdrawal the Company shall comply with all applicable
provisions of this Indenture relating to the authentication and delivery of such bonds except
that the Company shall not be required to comply with any earning requirement or to deliver
to the Trustee any Resolution, Net Earning Certificate or Opinion of Counsel such as is
described in subdivisions (1), (6) and (8) of Section 5.06 hereof.
Compliance with provisions of Indenture
Any withdrawal of cash under this Section shall operate as a waiver by the Company of
its right to the authentication and delivery of the bonds on which it is based and such bonds
may not thereafter be authenticated and delivered hereunder, and any Property Additions
which have been made the basis of any such right to the authentication and delivery of bonds
so waived shall have the status of Funded Property and shall be deemed to have been made
the basis of the withdrawal of such cash, and any bonds or Qualified Lien Bonds which have
been made the basis of any such right to the authentication and delivery of bonds so waived
shall be deemed to have been made the basis of the withdrawal of such cash and any
Class “A” Bonds which have been made the basis of any such right to the authentication and
delivery of bonds shall be deemed to have been made the basis of the withdrawal of such
cash.
Effect of cash withdrawal on
right to issue bonds
Section 7.03 If at any time the Company shall so direct, any sums deposited with the
Trustee under the provisions of Section 7.01 hereof may be used or applied to the purchase,
payment or redemption of bonds in the manner and subject to the conditions provided in
subdivisions (3) and (4) of Section 13.06 hereof; provided, however, that, none of such cash
shall be applied to the payment of more than the principal amount of any
Application of cash to retire
bonds
Rocky Mountain Power Exhibit E Page 89 of 220
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§7.03; Art. VIII, §8.01
bonds so purchased, paid or redeemed, except to the extent that the aggregate principal
amount of all bonds theretofore, and of all bonds then to be, purchased, paid and/or
redeemed with cash deposited under Section 7.01 hereof shall have exceeded the aggregate
cost for principal, interest, brokerage and premium, if any, on all bonds theretofore, and on
all bonds then to be, purchased, paid and/or redeemed with cash so deposited.
ARTICLE VIII
Amendments to the Trust Indenture Act
Reservation of right to amend Indenture as necessary or desireable based on amendments to Trust
Indenture Act
Section 8.01 The Company reserves the right, without any consent or other action by
holders of bonds, to make such amendments to this Indenture (a) as shall be necessary from
time to time in order to qualify this Indenture under the Trust Indenture Act as in force on
the date of the making of any such amendment, and/or (b) as may in the judgment of the
Company (as set forth in a Resolution) from time to time be desirable and as may hereafter
become permitted by virtue of amendments to the Trust Indenture Act in force on the date of
such amendment to this Indenture; provided that no such amendment shall, without the
consent of the holder of any bond issued under this Indenture affected thereby, impair or
affect the right of such holder to receive payment of the principal of (and premium, if any)
and interest on such bond, on or after the respective due dates expressed in such bond, or to
institute suit for the enforcement of any such payment on or after such respective dates, or
permit the creation of any lien ranking prior to, or on a parity with, the Lien of this
Indenture with respect to any of the property mortgaged and pledged thereunder or permit
the deprivation of such bondholder of a lien upon the Mortgaged and Pledged Property for
the security of his, her or its bonds (subject only to the lien of taxes for the then current year,
the lien of taxes, assessments or governmental charges not then due and delinquent and to
any mortgage or other liens existing upon said property which are prior to this Indenture at
the time of such amendment), and holders of any bonds Outstanding under this Indenture by
acceptance of such bonds, agree and consent to the making of any such amendments.
Rocky Mountain Power Exhibit E Page 90 of 220
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Art. IX, §§9.01, 9.02, 9.03
ARTICLE IX
Particular Covenants of the Company
Section 9.01 The Company hereby covenants that on the day hereof it is lawfully
possessed of all the Mortgaged and Pledged Property; that it will maintain and preserve the
Lien of this Indenture so long as any of the bonds issued hereunder are Outstanding; that
(subject to the provisions of Section 18.03 hereof) all property of the Company hereafter
acquired, made or constructed and wheresoever situated, except any hereinbefore or
hereinafter expressly excepted, shall be subject to the Lien of this Indenture just as though
said property was now owned by the Company and described herein; and that it has good
right and lawful authority to mortgage and pledge the Mortgaged and Pledged Property, as
provided in and by this Indenture.
Possession; maintenance of
Lien; Lien extends to all
property unless expressly
excepted
Section 9.02 The Company hereby covenants that it will duly and punctually pay the
principal of and interest and premium, if any, on all bonds Outstanding hereunder, according
to the terms thereof; and that as the coupons appertaining to said bonds are paid they will be
cancelled.
Payment of principal and interest; cancellation of coupons
Section 9.03 (a)  The Company hereby covenants that, whenever necessary to avoid or
fill a vacancy in the office of Trustee, the Company will in the manner provided in
Section 19.15 hereof appoint a Trustee so that there shall be at all times a Trustee
hereunder which shall at all times be a bank or trust company having its principal office and
place of business in the United States of America, if there be such a bank or trust company
willing and able to accept the trust upon reasonable or customary terms, and which shall at
all times be a corporation organized and doing business under the laws of the United States
or of any State or Territory or of the District of Columbia (provided, however, that if
Section 310(a) of the Trust Indenture Act or the rules and regulations of the Securities and
Exchange Commission under the Trust Indenture Act at any time permit a corporation
organized and doing business under the laws of any other jurisdiction to serve as trustee of
an indenture qualified under the Trust Indenture Act, this Section 9.03 shall be
automatically amended to permit a corporation organized and doing business under the laws
of any such other jurisdiction to serve as Trustee hereunder), with a combined capital and
surplus of at least Five Million Dollars ($5,000,000) or the foreign currency equivalency
thereof, and authorized under such laws to exercise corporate trust powers and
Appointment of Trustee
Automatic amendment
Rocky Mountain Power Exhibit E Page 91 of 220
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§9.03
subject to supervision or examination by a supervisory or examining authority.
Company to maintain office or
agency
Results of failure to maintain
such office or agency
(b)  The Company hereby covenants that it will keep an office or agency, while any of the
bonds issued hereunder are Outstanding, at any and all places at which the principal of or
interest on any of said bonds and coupons appurtenant thereto shall be payable, where bonds
entitled to be registered, transferred, exchanged or converted may be presented or
surrendered for registration, transfer, exchange or conversion, where notices, presentations
and demands to or upon the Company in respect of such bonds or coupons as may be payable
at such places or in respect of this Indenture may be given or made, and for the payment of
the principal thereof and interest and premium, if any, thereon. The Company will from time
to time give the Trustee written notice of the location of such office or offices or agency or
agencies, and in case the Company shall fail to maintain such office or offices or agency or
agencies or to give the Trustee written notice of the location thereof, then in addition to any
other remedy or right arising as a result of the violation of the covenants contained in this
Section, the Company agrees that any such notice, presentation or demand in respect of said
bonds or coupons or of this Indenture may be given or made, unless other provision is
expressly made herein, to or upon the Trustee at its corporate trust office, and the Company
hereby authorizes such presentation and demand to be made to and such notice to be served
on the Trustee in either of such events and the principal of and interest and premium, if any,
on said bonds shall in such event be payable at said office of the Trustee.
Duty of paying agent other than Trustee (c) The Company hereby covenants that, if it shall appoint a paying agent other than the
Trustee, it will cause such paying agent to execute and deliver to the Trustee an instrument
in which it shall agree with the Trustee, subject to the provisions of this Section, (1) that
such paying agent shall hold in trust for the benefit of the bondholders or the Trustee all
sums held by such paying agent for the payment of the principal of or interest on the bonds
(and premium, if any); and (2) that such paying agent shall give the Trustee notice of any
default by the Company in the making of any deposit with it for the payment of the principal
of or interest on the bonds (and premium, if any), and of any default by the Company in the
making of any such payment. Such paying agent shall not be obligated to segregate such
sums from other funds of such paying agent except to the extent required by law.
Rocky Mountain Power Exhibit E Page 92 of 220
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§§9.03, 9.04
(d)  The Company hereby covenants that, if the Company acts as its own paying agent, it
will, on or before each due date of each installment of principal or interest on the bonds, set
aside and segregate and hold in trust for the benefit of the bondholders or the Trustee a sum
sufficient to pay such principal or interest so becoming due on the bonds (and premium, if
any) and will notify the Trustee of such action, or of any failure to take such action.
Duty of Company acting as paying agent
(e)  Anything in this Section to the contrary notwithstanding, the Company may at any
time, for the purpose of obtaining a release or satisfaction of this Indenture or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent
as required by this Section, such sums to be held by the Trustee upon the trusts in this
Indenture contained.
Delivery to Trustee of sums
held by other paying agent
(f)  Anything in this Section to the contrary notwithstanding, the holding of sums in trust
as provided in this Section is subject to the provisions of Section 22.03 hereof.
All sums to be held subject to Section 22.03
Section 9.04 The Company hereby covenants that it will pay all taxes and assessments
and other governmental charges lawfully levied or assessed upon the Mortgaged and Pledged
Property, or upon any part thereof, or upon the interest of the Trustee in the Mortgaged and
Pledged Property, before the same shall become delinquent, and will duly observe and
conform to all valid requirements of any governmental authority relative to any of the
Mortgaged and Pledged Property, and all covenants, terms and conditions upon or under
which any of the Mortgaged and Pledged Property is held; that it will not suffer any lien to
be hereafter created upon the Mortgaged and Pledged Property, or any part thereof, or the
income therefrom, prior or equal to the Lien hereof, other than Excepted Encumbrances, and
other than, in the case of property hereafter acquired, vendors’ liens, purchase money
mortgages and any lien thereon at the time of the acquisition thereof (including but not
limited to a Class “A” Mortgage), and within four months after any lawful claim or demand
for labor, materials, supplies or other objects has become delinquent which if unpaid would
or might by law be given precedence over the Lien of this Indenture as a lien or charge upon
any of the Mortgaged and Pledged Property, or the income therefrom, it will pay or cause to
be discharged or make adequate provisions to satisfy or discharge the same; provided,
however, that nothing in this Section contained shall require the Company to observe or
conform to any
Payment of taxes, etc.,
discharge of liens
Rocky Mountain Power Exhibit E Page 93 of 220
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§§9.04, 9.05
requirement of governmental authority or to cause to be paid or discharged, or to make
provision for, any such lien or charge, or to pay any such tax, assessment or governmental
charge so long as the validity thereof shall be contested in good faith and by appropriate
legal proceedings; and provided that nothing in this Section contained shall require the
Company to pay, discharge or make provisions for any tax, assessment or other
governmental charge, the validity of which shall not be so contested if adequate security for
the payment of such tax, assessment or other governmental charge and for any damages
which may reasonably be anticipated from failure to pay the same shall be given to the
Trustee; and that, save as aforesaid, it will not suffer any matter or thing whereby the Lien
hereof might or could be impaired in contravention of the provisions hereof.
Insurance on property
Other method or plan of
protection against loss by fire
Section 9.05 (I)  The Company hereby covenants that it will keep or cause to be kept all
the property subject to the Lien hereof insured against fire, to the extent that property of
similar character is usually so insured by companies similarly situated and operating like
properties, to a reasonable amount, by reputable insurance companies, any loss, except as to
materials and supplies and except as to any particular loss less than the greater of Four
Million Dollars ($4,000,000) or two per centum (2%) of the bonds Outstanding hereunder on
the date of such particular loss, to be made payable to the Trustee as the interest of the
Trustee may appear, to the trustee of a Class “A” Mortgage, or to the trustee or other holder
of any mortgage or other lien constituting a Qualified Lien or any other lien prior hereto
upon property subject to the Lien hereof, if the terms thereof require losses so to be made
payable or that it will, in lieu of or supplementing such insurance in whole or in part, adopt
some other method or plan of protection against loss by fire at least equal in protection to the
method or plan of protection against loss by fire of companies similarly situated and
operating properties subject to similar fire hazards or properties on which an equal primary
fire insurance rate has been set by reputable insurance companies, and that if it shall adopt
such other method or plan, it will, except as to materials and supplies and except as to any
particular loss less than the greater of Four Million Dollars ($4,000,000) or two per centum
(2%) of the bonds Outstanding hereunder on the date of such particular loss, pay to the
Trustee on account of any loss sustained by reason of the destruction or damage of such
property by fire, an amount of cash equal to such loss less any amounts otherwise paid to the
Trustee, to the trustee of a Class
Rocky Mountain Power Exhibit E Page 94 of 220
Case No. PAC-E-23-03
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§9.05
“A” Mortgage, or to the trustee or other holder of any mortgage or other lien constituting a
Qualified Lien or any other lien prior hereto upon property subject to the Lien hereof, if the
terms thereof require losses so to be paid. Any amounts of cash so required to be paid by the
Company pursuant to any such method or plan shall for the purposes of this Indenture be
deemed to be proceeds of insurance. In case of the adoption of such other method or plan of
protection, the Company shall also furnish to the Trustee a certificate of an actuary or other
qualified person appointed by the Company with respect to the adequacy of such method or
plan.
(II)  All moneys paid to the Trustee by the Company in accordance with this Section or
received by the Trustee as proceeds of any insurance against loss by fire shall, subject to the
requirements of a Class “A” Mortgage, any mortgage constituting a Qualified Lien or any
other lien prior hereto upon property subject to the Lien hereof, be held by the Trustee and,
subject as aforesaid, shall be paid by it to the Company to reimburse the Company for an
equal amount expended or committed for expenditure in the rebuilding or renewal of the
property destroyed or damaged, upon receipt by the Trustee of (1) an Officers’ Certificate
requesting such reimbursement, (2) an Engineer’s Certificate stating the amounts so
expended or committed for expenditure and the nature of such rebuilding or renewal and the
fair value to the Company of the property rebuilt or renewed or to be rebuilt or renewed and
if
(A)  within six months prior to the date of acquisition thereof by the Company, such
property has been used or operated, by a person or persons other than the Company, in a
business similar to that in which it has been or is to be used or operated by the Company,
and
(B)  the fair value to the Company of such property as set forth in such Engineer’s
Certificate is not less than Twenty-five Thousand Dollars ($25,000) and not less than one
per centum (1%) of the aggregate principal amount of the bonds at the time Outstanding
under this Indenture,
the Engineer making such certificate shall be an independent Engineer, and (3) an Opinion
of Counsel that the property so rebuilt or renewed or to be rebuilt or renewed is or will be
subject to the Lien hereof to the same extent as was the property so destroyed or damaged,
provided, however, that to the extent that moneys paid by the Trustee to the
Application of insurance proceeds
Rocky Mountain Power Exhibit E Page 95 of 220
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§§9.05, 9.06
Company for reimbursement, as aforesaid, shall represent the proceeds of property that was
not Funded Property destroyed or damaged by fire, the property so rebuilt or renewed (for
which reimbursement is so made), shall not be deemed to be Funded Property.
Use of money not applied to rebuilding or renewal within eighteen months
(III)  Any such money not so applied within eighteen (18) months after its receipt by the
Trustee, or in respect of which notice in writing of intention to apply the same to the work of
rebuilding or renewal then in progress and uncompleted shall not have been given to the
Trustee by the Company within such eighteen (18) months, or which the Company shall at
any time notify the Trustee is not to be so applied, shall thereafter be withdrawn, used or
applied in the manner, to the extent and for the purposes and subject to the conditions
provided in Section 13.06 hereof.
Fire insurance policies; provision for maximum deductible amount and/or co-
insurance or self insurance
provisions with maximum dollar amount
(IV)  Anything in this Indenture to the contrary notwithstanding, the Company may have
fire insurance policies with (a) a deductible provision in a dollar amount per occurrence not
exceeding the greater of Five Million Dollars ($5,000,000) or three per centum (3%) of the
bonds Outstanding hereunder on the date such policy goes into effect and/or (b) co-insurance
or self insurance provisions with a dollar amount per occurrence not exceeding 30% of the
loss proceeds otherwise payable; provided, however, the dollar amount described in clause
(a) above may be exceeded to the extent such dollar amount per occurrence is below the
deductible amount in effect as to fire insurance (x) on property of similar character insured
by companies similarly situated and operating like property or (y) on property as to which an
equal primary fire insurance rate has been set by reputable insurance companies.
Maintenance of Mortgaged
and Pledged Property Section 9.06 (I)  The Company will not, except as herein permitted, do or suffer any act
or thing whereby the Mortgaged and Pledged Property might or could be materially
impaired, and it will at all times maintain, preserve and keep the Mortgaged and Pledged
Property, as an operating system or systems capable of engaging in all or any of the
businesses described in the first sentence of subdivision (I) of Section 1.04 hereof, in good
repair, working order and condition. The Company will from time to time make all needful
and proper repairs, replacements, additions, betterments and improvements, so that the
operations and business of and pertaining to the Mortgaged and Pledged Property, as an
operating system or systems, shall at all times be conducted properly and advantageously;
and whenever any portion of the Mortgaged and Pledged Property shall have been worn out
or destroyed
Rocky Mountain Power Exhibit E Page 96 of 220
Case No. PAC-E-23-03
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§9.06
or shall have become obsolete or otherwise unfit for use, the Company will procure
substitutes of at least equal utility and efficiency, so that at all times the efficiency of the
Mortgaged and Pledged Property, as an operating system or systems, shall be fully
maintained.
(II)  Nothing herein contained, however, shall be held to prevent the Company from
permanently discontinuing the operation of or reducing the capacity of any of its plants or
properties, if, in the judgment of the Company, any such action which affects the Mortgaged
and Pledged Property is necessary or desirable in the conduct of the business of the
Company, or if the Company is ordered so to do by regulatory authority having jurisdiction
in the premises, or if the Company intends to sell or dispose of the same and within a
reasonable time shall endeavor to effectuate such sale; nor shall anything herein contained
be construed to prevent the Company from taking such action with respect to the use of its
plants and properties as is proper under the circumstances; including the cessation or
omission to exercise rights, permits, licenses, privileges or franchises which, in the judgment
of the Company, can no longer be profitably exercised or availed of; provided, however, the
Company covenants that it will, within sixty (60) days after its determination permanently
to discontinue the operation of any of its plants or properties subject to the Lien of this
Indenture of a Cost, determined as provided in Section 1.04 hereof, in any one case in excess
of Five Million Dollars ($5,000,000) or in the aggregate in any period of twelve (12)
consecutive calendar months in excess of Ten Million Dollars ($10,000,000), furnish the
Trustee for information purposes with an Officers’ Certificate setting forth the Cost, as so
determined, to the Company of the plants, or properties, the operation of which the Company
shall have determined so to discontinue.
Permanent discontinuance of operation or reduction of capacity of any plants or property
(III)  Whenever (but not more often than once in any period of five (5) years) the holders
of at least twenty-five per centum (25%) in principal amount of the bonds Outstanding
hereunder shall deliver to the Trustee and to the Company a written statement that they
have reasonable grounds to believe that the Mortgaged and Pledged Property has not been
adequately maintained, as an operating system or systems, in good repair, working order
and condition and request the Company to furnish to the Trustee an Independent Engineer’s
Certificate stating whether or not the Mortgaged and Pledged Property, as an operating
system or systems, has been maintained in good repair, working order and condition, and
whether or not there is any property subject to the Lien of this Indenture
Independent Engineer’s Certificate on maintenance of Mortgaged and Pledged Property
Rocky Mountain Power Exhibit E Page 97 of 220
Case No. PAC-E-23-03
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§9.06
which should be retired on the books of the Company as having ceased permanently to be
used or useful in the business of the Company and which has not been so retired, the
Company shall cause such Independent Engineer’s Certificate to be furnished to the Trustee
within a reasonable time after such request. If such independent Engineer shall report that
the Mortgaged and Pledged Property, as an operating system or systems, has not been
maintained in good repair, working order and condition, he or she shall state clearly in his or
her report the character and extent of, and, if longer than one year, the time reasonably
necessary to make good such deficiency and, if he or she shall report that there is property
subject to the Lien of this Indenture which should be retired on the books of the Company as
having ceased permanently to be used or useful in the business of the Company and which
has not been so retired, his or her report shall briefly describe such property. Said report
shall be placed on file by the Trustee and shall be open to inspection by any bondholder at
any reasonable time.
Company objection in writing
to findings of independent Engineer; artibration
(IV)  If the Company, within thirty (30) days after the filing of the report of such
independent Engineer, objects in a writing delivered to the Trustee to the findings of such
independent Engineer as to the character and extent of such maintenance deficiency and/or
to the property which should be retired upon the books of the Company, then the character
and extent of such maintenance deficiency, if any, and/or the property, if any, so to be retired
upon the books of the Company shall be forthwith referred to three arbitrators selected in
the following manner: The Trustee, within ten (10) days after the expiration of said period of
thirty (30) days, shall name one arbitrator and give notice of such selection to the Company.
Within ten (10) days after receipt of such notice, the Company shall name one arbitrator and
give notice of such selection to the Trustee, and failure so to do shall entitle the Trustee to
name an arbitrator to represent the Company. The two thus selected shall, within ten
(10) days after the appointment of the arbitrator representing the Company, select a third
arbitrator, but if said arbitrators are unable, within said ten (10) days, to agree upon such
third arbitrator, then, upon the election of either the Company or the Trustee, any District
Judge of the United States of America for the District in which the Trustee has its principal
place of business may appoint such third arbitrator, upon application to said District Judge
by either party after five (5) days’ notice thereof to the other party. The written decision of a
majority of such arbitrators shall be filed as soon as practicable with the Trustee and a copy
thereof
Rocky Mountain Power Exhibit E Page 98 of 220
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§9.06
delivered to the Company, and shall be binding upon the Trustee, the Company and the
bondholders.
(V)  Within one year from the date of the report of such independent Engineer or the date
of such decision of arbitrators, whichever is later, or such longer period as may be reported
by such independent Engineer or the arbitrators, as the case may be, to be reasonably
necessary to cure any such deficiency, no statement contained in any report of any
independent Engineer filed with the Trustee, as hereinbefore in this Section provided, shall
be deemed to be in any way evidence or proof of a failure to comply with the provisions of this
Section.
Grace period regarding
compliance
(VI)  The Company shall, with all reasonable speed, do or cause to be done such
maintenance work as may be necessary to cure any such maintenance deficiency as shall
have been determined to exist as hereinabove provided at the time of the report of such
independent Engineer or at the time of such decision of arbitrators, as the case may be,
whereupon such independent Engineer or such arbitrators, as the case may be (or, in case of
his or her or their refusal or inability to act, some other independent Engineer), shall report
in writing to the Trustee whether such deficiency has been cured.
Company shall cure
deficiency; independent
Engineer or arbitrators shall
report to Trustee
(VII)  Unless the Trustee shall be so advised in writing by such independent Engineer or
arbitrators, as the case may be, within one year from the date of the report of such
independent Engineer or the date of such decision of arbitrators, as the case may be, or such
longer period as may be reported by such independent Engineer or the arbitrators, as the
case may be, to be reasonably necessary for the purpose, that such deficiency has in all
material respects been cured, the Company shall be deemed to have defaulted in the due
performance of the covenants of this Section, so far as concerns the maintenance of the
Mortgaged and Pledged Property.
Company deemed to have defaulted in covenants of this
Section unless Trustee
advised deficiency has been cured
(VIII)  All expenses incurred pursuant to this Section shall be borne by the Company.Expenses
(IX)  In the event that any regulatory authority having jurisdiction over the Company
shall determine that the expenditures for repairs and maintenance necessary to cure any
such maintenance deficiency as shall have been so determined would be excessive or shall, by
order or regulation, prohibit, in whole or in part, such expenditures for repairs and
maintenance, then, upon filing with the Trustee a certified copy of
Relief of Company from
certain covenants by order or
regulation of regulatory authority
Rocky Mountain Power Exhibit E Page 99 of 220
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§§9.06, 9.07, 9.08, 9.09
such order or a copy of such regulation, as the case may be, the Company shall, so long as
such order or such regulation remains in effect, be relieved from compliance with the
covenants contained in this Section, in regard to the maintenance of the Mortgaged and
Pledged Property, to the extent that such expenditures for repairs and maintenance shall
have been held excessive or shall be prohibited.
Retirement from plant
account of property no longer useful in business
(X)  The Company covenants that it will promptly retire on its books of account any of the
Mortgaged and Pledged Property included in plant account (except real estate held for the
purpose of sale or resale) that has, in the opinion of the Company, ceased permanently to be
used or useful in its business or which pursuant to the provisions of this Section any
independent Engineer has reported to the Company more than thirty (30) days prior thereto
(without written objection thereto having been delivered to the Trustee by the Company), or
any arbitrators have determined, should be retired on the books of the Company as having
ceased permanently to be used or useful in the business of the Company.
Covenant as to common
dividends.Section 9.07 Other than dividends payable solely in shares of its common stock, the
Company shall not declare and pay dividends in cash or property on any shares of its
common stock if, after giving effect to such declaration or payment, the Company would not
be able to pay its debts as they become due in the usual course of business.
Maintenance of corporate existence and franchises.Section 9.08 The Company hereby covenants that it will, subject to the provisions of
Article XVIII hereof, at all times maintain its corporate existence and right to carry on
business, and duly procure all renewals and extensions thereof, if and when any shall be
necessary and, subject to the provisions of this Indenture, will use its best efforts to
maintain, preserve and renew all the rights, powers, privileges and franchises owned by it,
affecting the Mortgaged and Pledged Property.
Recording, filing, etc.Section 9.09 The Company hereby covenants that it will cause this Indenture and all
indentures and instruments supplemental hereto (or notices, memoranda or financing
statements as may be recorded or filed to place third parties on notice thereof) to be promptly
recorded and filed and re-recorded and re-filed in such manner and in such places, as may be
required by law in order fully to preserve and protect the security of the bondholders and all
rights of the Trustee, and will furnish to the Trustee:
Rocky Mountain Power Exhibit E Page 100 of 220
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§9.09
(a)  Promptly after the execution and delivery of this Indenture and of each
supplemental indenture, an Opinion of Counsel either stating that in the opinion of such
counsel this Indenture or such supplemental indenture (or notice or memorandum thereof
or financing statement in connection therewith) has been properly recorded and filed, so
as to make effective the lien intended to be created hereby or thereby, and reciting the
details of such action, or stating that in the opinion of such counsel no such action is
necessary to make such lien effective. The Company shall be deemed to be in compliance
with this subdivision (a) if (1) the Opinion of Counsel herein required to be delivered to
the Trustee shall state that this Indenture or such supplemental indenture (or financing
statement or notice or memorandum thereof) has been received for record or filing in each
jurisdiction in which it is required to be recorded or filed and that, in the opinion of
counsel (if such is the case), such receipt for record or filing makes effective the lien
intended to be created by this Indenture or such supplemental indenture, and (2) such
opinion is delivered to the Trustee within such time, following the date of the execution
and delivery of this Indenture or such supplemental indenture, as shall be practicable
having due regard to the number and distance of the jurisdictions in which this Indenture
or such supplemental indenture is required to be recorded or filed.
Opinion of Counsel on recording and filing
(b)  On or before October 1 of each year, beginning October 1, 1989, an Opinion of
Counsel either stating that in the opinion of such counsel such action has been taken,
since the date of the most recent Opinion of Counsel furnished pursuant to this
subdivision (b) or the first Opinion of Counsel furnished pursuant to subdivision (a) of
this Section, with respect to the recording, filing, rerecording, and re-filing of this
instrument and of each indenture supplemental to this instrument (or financing
statement or notice or memorandum thereof), as is necessary to maintain the Lien hereof,
and reciting the details of such action, or stating that in the opinion of such counsel no
such action is necessary to maintain such lien.
Annual Opinion of Counsel on
maintenance of Lien
The Company hereby covenants that it will execute and deliver such supplemental
indenture or indentures and such further instruments and do such further acts as may be
necessary or proper to carry out more effectually the purposes of this Indenture and to make
subject to the Lien hereof any property hereafter acquired, made or constructed, intended
Instruments of further assistance.
Rocky Mountain Power Exhibit E Page 101 of 220
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§§9.09, 9.10
to be subject to the Lien hereof, and to transfer to any new trustee or trustees or co-trustee
or co-trustees, the estate, powers, instruments or funds held in trust hereunder.
Company to furnish Trustee list of bondholders semi-annually unless Trustee also
registrar and transfer agent.
Section 9.10 (a) The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee between February 15 and March 1 and between August 15 and
September 1, in each year after the calendar year 1988, and at such other times as the
Trustee may request in writing, a list in such form as the Trustee may reasonably require
containing all the information in the possession or control of the Company or of its paying
agents, as to the names and addresses of the holders of bonds obtained since the date as of
which the next previous list, if any, was furnished. Any such list may be dated as of a date
not more than fifteen (15) days prior to the time such information is furnished or caused to
be furnished, and need not include information received after such date; and, provided, that
the Company need not furnish or cause to be furnished any such list with respect to bonds
with respect to which the Trustee maintains the books for the registration and transfer of
bonds as provided for in Section 2.09 hereof.
Preservation of bondholders list (b)  The Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of bonds (1) contained in the most
recent list, if any, furnished to it as provided in subdivision (a) of this Section, (2) received
by it in the capacity of paying agent hereunder, and (3) filed with it within two preceding
years pursuant to the provisions of paragraph (2) of subdivision (c) of Section 19.13 hereof.
The Trustee may (1) destroy any list furnished to it as provided in subdivision (a) of this
Section upon receipt of a new list so furnished; (2) destroy any information received by it as
paying agent upon delivery to itself as Trustee, not earlier than forty-five (45) days after an
interest payment date of the bonds, of a list containing the names and addresses of the
holders of bonds obtained from such information since the delivery of the next previous list,
if any; (3) destroy any list delivered to itself as Trustee which was compiled from
information received by it as paying agent upon the receipt of a new list so delivered; and
(4) destroy any information received by it pursuant to the provisions of paragraph (2) of
subdivision (c) of Section 19.13 hereof, but not until two years after such information has
been filed with it.
Bondholders list to be
available to bondholders (c)  In case three or more holders of bonds (hereinafter referred to as “Applicants”) apply
in writing to the Trustee, and furnish to the
Rocky Mountain Power Exhibit E Page 102 of 220
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§9.10
Trustee reasonable proof that each such Applicant has owned a bond for a period of at least
six months preceding the date of such application, and such application states that the
Applicants desire to communicate with other holders of bonds with respect to their rights
under this Indenture or under the bonds, and is accompanied by a copy of the form of proxy
or other communication which such Applicants propose to transmit, then the Trustee shall,
within five (5) business days after the receipt of such application, at its election either
(1)  afford to such Applicants access to the information preserved at the time by the
Trustee in accordance with the provisions of subdivision (b) of this Section; or
(2)  inform such Applicants as to the approximate number of holders of bonds whose
names and addresses appear in the information preserved at the time by the Trustee, in
accordance with the provisions of subdivision (b) of this Section, and as to the
approximate cost of mailing to such bondholders the form of proxy or other
communication, if any, specified in such application.
If the Trustee shall elect not to afford to such Applicants access to such information, the
Trustee shall, upon the written request of such Applicants, mail to each bondholder whose
name and address appears in the information preserved at the time by the Trustee in
accordance with the provisions of subdivision (b) of this Section, a copy of the form of proxy
or other communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment or provision for the
payment of the reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such Applicants and file with the Securities and Exchange
Commission together with a copy of the material to be mailed a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to the best
interests of the holders of bonds, or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If said Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections, or if said Commission shall find, after notice and
opportunity for a hearing, that all the objections so sustained have been met and shall enter
an order so declaring, the Trustee shall mail copies of such material to all such bondholders
with reasonable promptness after the entry of such order
Trustee to mail
communications to
bondholders.
Rocky Mountain Power Exhibit E Page 103 of 220
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§§9.10, 9.11
and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such Applicants respecting their application.
(d)  Neither the Trustee nor any paying agent shall be held account-able by reason of the
disclosure of information as to names and addresses or the mailing of any material pursuant
to any request made under subdivision (c) of this Section.
Filings with Trustee Section 9.11 The Company covenants and agrees:
(1)  to file with the Trustee within fifteen (15) days after the Company is required to
file the same with the Securities and Exchange Commission, copies of the annual reports
and of the information, documents, and other reports (or copies of such portions of any of
the foregoing as such Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with such Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the
Company is not required to file information, documents, or reports pursuant to either of
such sections, then to file with the Trustee and the Securities and Exchange
Commission, in accordance with rules and regulations prescribed from time to time by
said Commission, such of the supplementary and periodic information, documents, and
reports which may be required pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;
(2)  to file with the Trustee and the Securities and Exchange Commission, in
accordance with the rules and regulations prescribed from time to time by said
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and regulations, including,
in the case of annual reports, if required by such rules and regulations, certificates or
opinions of independent public accountants, conforming to the requirements of
Section 22.05 hereof, as to compliance with conditions or covenants, compliance with
which is subject to verification by accountants, but no such certificate or opinion shall be
required as to (A) dates or periods not covered by annual reports required to be filed by
the Company, in the case of conditions precedent which depend upon a state of facts as of
a date
Rocky Mountain Power Exhibit E Page 104 of 220
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§§9.11, 9.12, 9.13
or dates or for a period or periods different from that required to be covered by such
annual reports, or (B) the amount and value of Property Additions, except as provided in
Section 5.06 hereof, or (C) the adequacy of depreciation, maintenance, or repairs; and
(3)  to transmit to the holders of bonds, in the manner and to the extent provided in
subdivision (c) of Section 19.13 hereof with respect to reports pursuant to subdivision
(a) of Section 19.13 hereof, such summaries of any information, documents and reports
required to be filed by the Company pursuant to subdivisions (1) and (2) of this Section as
may be required by the rules and regulations prescribed from time to time by the
Securities and Exchange Commission.
Summaries to bondholders
Section 9.12 The Company hereby covenants that books of record and account will be
kept in which full, true and correct entries will be made of all dealings of or transactions of,
or in relation to, the plants, properties, business and affairs of the Company.
True and correct entries to books of record and account.
The Company hereby covenants that it will not issue, or permit to be issued, any bonds
hereunder in any manner other than in accordance with the provisions of this Indenture and
that it will faithfully observe and perform all the conditions, covenants and requirements of
this Indenture and of all indentures supplemental hereto and of the bonds issued hereunder.
Section 9.13 The Company hereby covenants that it will promptly advise the Trustee in
writing of any failure to pay interest upon or principal (whether at maturity as therein
expressed or by declaration, or otherwise) of any Outstanding Qualified Lien Bonds or
Class “A” Bonds continuing beyond the period of grace, if any, specified in the Qualified Lien
or Class “A” Mortgage securing the same.
Company to advise Trustee of certain defaults on Qualified Lien or Class “A” Bonds
The Company hereby covenants that upon the cancellation and discharge of any Qualified
Lien securing Qualified Lien Bonds it will (unless the Qualified Lien Bonds, cash, proceeds
and other property mentioned in subdivisions (a) and (b) below are thereupon otherwise
disposed of as required by another Qualified Lien) cause
Upon discharge of Qualified Lien Company will cause:
(a)  any Qualified Lien Bonds deposited with and then held by the trustee or other
holder of such Qualified Lien cancelled and discharged, to be cancelled and notification
thereof to be given to the Trustee, or, at the option of the Company, to be delivered to and
deposited with the Trustee hereunder; and
(a)    Such Qualified Lien Bonds to be cancelled, 
etc.
Rocky Mountain Power Exhibit E Page 105 of 220
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§9.13
(b) Transfer of deposits (b)  all cash which (after giving effect to the provisions of Section 13.06 hereof) is then
deemed to be Funded Cash and all obligations secured by purchase money mortgages
and all proceeds of insurance on, or of the release of, or the taking by eminent domain of,
or the purchase by a governmental authority or its designee of, Funded Property,
deposited with and then held by the trustee or other holder of such Qualified Lien
cancelled and discharged (including as to all of the foregoing all proceeds of or
substitutes for any thereof then held as aforesaid), to be paid and/or delivered to and/or
deposited with the Trustee hereunder, to be held as part of the Mortgaged and Pledged
Property;
any such Qualified Lien Bonds constituting a part thereof to be held and disposed of under
the provisions of Article X hereof; any such cash and/or obligations secured by purchase
money mortgages on property released (including any proceeds or substitutes therefor)
constituting a part thereof to be paid over, withdrawn, used or applied, in the manner, to
the extent, and for the purposes and subject to the conditions provided in Section 13.06
hereof and with respect to cash and obligations secured by purchase money mortgages
deposited under the provisions of Section 13.03 hereof; any bonds issued hereunder
deposited with and then held by the trustee or other holder of such Qualified Lien cancelled
and discharged, to be cancelled by the Trustee; and any other property constituting a part
thereof to be subject to use and release as provided with respect to such property in
Article XIII hereof.
Company will not permit the
amount of Qualified Lien
Bonds to be increased; exceptions:
The Company hereby covenants that it will not permit the amount of Qualified Lien
Bonds to be increased by the issue of additional Qualified Lien Bonds unless (1) the
Qualified Lien Bonds representing such increase shall be issued upon transfer of, or in
exchange for, or in lieu of Outstanding Qualified Lien Bonds on the exercise by a holder or
holders of such Outstanding Qualified Lien Bonds of the right granted by the Qualified Lien
securing such Qualified Lien Bonds to have such bonds issued or (2) the Qualified Lien
Bonds representing such increase shall be deposited with the Trustee to be held under the
provisions of Article X hereof and/or unless such Qualified Lien Bonds representing such
increase shall be deposited with the trustee or other holder of a Qualified Lien (under
conditions such that no transfer of ownership or possession of such Qualified Lien Bonds
representing such increase by the trustee or other holder of such Qualified Lien is
permissible except upon a default
Rocky Mountain Power Exhibit E Page 106 of 220
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§9.13
thereunder, or except to the Trustee hereunder to be held subject to the provisions of
Article X hereof, or to the trustee or other holder of a Qualified Lien for cancellation, or to be
held uncancelled under the terms of a Qualified Lien under like conditions); that it will not
apply under any provision of this Indenture for the authentication and delivery of any bonds
or the withdrawal of cash or the release of property by reason of the deposit with the Trustee
of such Qualified Lien Bonds representing such increase; and that it will not apply under any
provision of any Qualified Lien (i) for the withdrawal of cash (which, after giving effect to the
provisions of Section 13.06 hereof, is then deemed to be Funded Cash) held by the trustee or
other holder of such Qualified Lien on the basis of Funded Property, unless such cash so
withdrawn shall be deposited with the Trustee hereunder, to be held as part of the
Mortgaged and Pledged Property, and to be withdrawn, used or applied in the manner, to the
extent, and for the purposes and subject to the conditions provided in Section 13.06 hereof
with respect to cash deposited under the provisions of Section 13.03 hereof, or (ii) for the
release of obligations secured by purchase money mortgage (the proceeds of which, after
giving effect to the provisions of Section 13.06 hereof, would then be deemed to be Funded
Cash) held by the trustee or other holder of such Qualified Lien on the basis of Funded
Property, unless such obligations so released shall be delivered to the Trustee hereunder, to
be held as part of the Mortgaged and Pledged Property, and to be released and otherwise
dealt with, in the manner, to the extent, and for the purposes and subject to the conditions
provided in Section 13.06 hereof with respect to obligations secured by purchase money
mortgage received by the Trustee in consideration of the release of property.
Conditions on withdrawal of cash or release of obligations
held under Qualified Lien
The Company hereby covenants that, upon the cancellation and discharge of any other
lien prior hereto (upon property subject to the Lien hereof), securing indebtedness, other
than Qualified Lien Bonds, the Company will cause all cash, purchase money obligations and
other property then held by the trustee or other holder of such lien, which were received by
such trustee or other holder by reason of the release of, or the purchase by a governmental
authority or its designee of, or which represents the proceeds of the taking by eminent
domain of, or insurance on, any of the Mortgaged and Pledged Property (including all
proceeds of or substitution for any thereof) to be paid and/or delivered to and/or deposited
with the Trustee hereunder, to be held as part of the Mortgaged and Pledged Property, any
such cash and/or purchase money obligations
Deposit with Trustee of
certain property upon
discharge of prior lien.
Rocky Mountain Power Exhibit E Page 107 of 220
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§§9.13, 9.14; Art. X, §10.01
constituting a part thereof to be paid over, withdrawn, used or applied in the manner, to the
extent, and for the purposes and subject to the conditions provided in Section 13.06 hereof
with respect to cash and purchase money obligations deposited under the provisions of
Section 13.03 hereof, and any other property constituting a part thereof to be subject to use
and release as provided with respect to such property in Article XIII hereof.
Nothing in this Indenture contained shall be deemed to limit the right of any successor
to the Company under the provisions of Article XVIII hereof which shall not have caused
this Indenture or any indenture executed as in Section 18.02 hereof provided to become a
lien upon any of the properties or franchises of the successor corporation except as
contemplated by clauses (a), (b) and (c) of Section 18.03 hereof to increase the indebtedness
secured by lien upon any of its properties or franchises not subject to the Lien of this
Indenture or of any such indenture executed as in Section 18.02 hereof provided.
Annual Certificate of No
Default Section 9.14 The Company hereby covenants that it will deliver to the Trustee, on or
before October 1, 1989 and each October 1 thereafter, a written statement (which need not
comply with Section 22.05 hereof) signed by an Authorized Executive Officer of the
Company, and by its Secretary or an Assistant Secretary or an Authorized Financial Officer
of the Company, stating, as to each signer thereof, that, to the best of his or her knowledge,
the Company has fulfilled all its obligations under this Indenture throughout the preceding
calendar year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to him or her and the nature and status thereof.
ARTICLE X
Concerning Bonds Secured by Lien Prior to
the Lien Hereof Deposited with Trustee
Requirements upon deposit of prior lien bonds.Section 10.01 Each bond secured by lien prior hereto, upon property subject to the
Lien hereof, in coupon form deposited with the Trustee shall be accompanied by all
unmatured coupons when so deposited, or shall be accompanied by evidence satisfactory to
the Trustee (which may be a certificate of the mortgagee or trustee under the lien prior
hereto securing the same) that the discharge of the lien securing such bond may be obtained
without the production of any coupon or
Rocky Mountain Power Exhibit E Page 108 of 220
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§§10.01, 10.02
coupons that may be missing; and each bond secured by any such lien prior hereto so
deposited shall be uncancelled. Each bond secured by any such lien prior hereto deposited
hereunder shall be in bearer form or accompanied by appropriate instruments of transfer;
and the Trustee may cause any or all registered bonds deposited under this Article X to be
registered in its name as Trustee, or otherwise, or in the name or names of its nominee or
nominees.
Section 10.02 All bonds secured by lien prior hereto, upon property subject to the Lien
hereof, received by the Trustee for the purpose of this Article X shall be held by the Trustee,
as part of the Mortgaged and Pledged Property and without impairment of the lien thereof,
for the protection and further security of the bonds issued hereunder. Except during the
continuance of a Default, no payment by way of principal, interest or otherwise on any of the
bonds secured by any such lien prior hereto held by the Trustee shall be made or demanded
and the coupons (if any) thereto appertaining as they mature shall be cancelled by the
Trustee and delivered so cancelled to the Company, unless the Company shall, by an
instrument in writing, signed by an Authorized Executive Officer of the Company, and by its
Secretary or an Assistant Secretary or an Authorized Financial Officer of the Company, and
delivered to the Trustee, elect with respect to any of such bonds, to have such payments
made and demanded, in which event the Company shall, subject to the provisions hereinafter
in this Section contained, be entitled to receive all such payments. In any event, except
during the continuance of a Default as aforesaid, all cash received by the Trustee (a) on
account of the principal of or interest or premium on said bonds, or (b) by reason of the sale
or delivery of any of said bonds to the sinking fund or other similar device for the retirement
of bonds provided for in any lien securing the same (as to both (a) and (b) above, to the extent
that an Officers’ Certificate delivered to the Trustee shall state that such cash is not cash
which, after giving effect to the provisions of Section 13.06 hereof, is then deemed to be
Funded Cash), shall be paid over by the Trustee to or upon the order of the Company;
provided that, in the absence of such statement, the same shall be retained by the Trustee
and held as part of the Mortgaged and Pledged Property, to be withdrawn, used or applied,
in the manner, to the extent, and for the purposes, and subject to the conditions provided in
Section 13.06 hereof with respect to cash deposited under the provisions of Section 13.03
hereof.
Prior lien bonds deposited
with Trustee part of Mortgaged and Pledged Property.
No payment of principal or
interest except in Default
Rocky Mountain Power Exhibit E Page 109 of 220
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§10.03
Conditions on cancellation or sale of prior lien bonds by Trustee
Section 10.03 Except during the continuance of a Default, the Trustee, on the written
request of the Company, signed by an Authorized Executive Officer of the Company, and by
its Secretary or an Assistant Secretary or an Authorized Financial Officer of the Company,
shall cause any bonds secured by lien prior hereto, upon property subject to the Lien hereof,
held by it under this Article X to be cancelled, and the obligation thereby evidenced to be
satisfied and discharged; provided, however, that it shall have received notice from the
trustee or other holder of the lien securing the same that such trustee or other holder, on
receipt of the bonds so held by the Trustee, will cause the lien securing the same to be
satisfied and discharged of record; and provided, further, that the Trustee shall not be
required to cause any bonds so held by it to be cancelled or to be surrendered for
cancellation pursuant to the foregoing provisions of this Section, unless and until the
Trustee shall have received an Opinion of Counsel to the effect that there is no outstanding
lien (other than Excepted Encumbrances) covering any part of the Mortgaged and Pledged
Property upon which such lien exists junior to such lien and senior to the Lien hereof. Upon
similar request the Trustee shall sell (on such terms as the Company shall designate) or
surrender any bonds held by it subject to this Article X to the trustee or other holder of the
lien securing the same to be held uncancelled for the purposes of any improvement or
sinking fund or other similar device for the retirement of bonds for which provision may
have been made in the lien securing the bonds so sold or surrendered, or for cancellation,
provided, however, that no such bonds shall be sold or surrendered except for cancellation
as aforesaid until the Trustee shall have received an Opinion of Counsel to the effect (a) that
the provisions of the lien securing the bonds so to be sold or surrendered are such that no
transfer of ownership or possession of such bonds by the trustee or other holder of such lien
is permissible thereunder except upon default thereunder or except to the Trustee
hereunder, to be held subject to the provisions of this Article X, or to the trustee or other
holder of any such lien prior hereto, for cancellation or to be held uncancelled under the
terms of a lien prior hereto, upon property subject to the Lien hereof, under like conditions,
or (b) that all of the property subject to the lien, with respect to which such bonds have been
deposited with the Trustee, has been released from the Lien of this Indenture, which shall
be stated in any event if such be the fact; and provided further that if all of the property
subject to any lien securing bonds deposited under this Article X shall have been released
from the Lien of this Indenture, such bonds as shall thereupon
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§§10.03, 10.04
cease to be bonds secured by property subject to the Lien of this Indenture shall be
surrendered forthwith by the Trustee to the Company upon its written request signed by an
Authorized Executive Officer of the Company, and by its Secretary or an Assistant Secretary
or an Authorized Financial Officer of the Company.
Prior to any sale or surrender of bonds by the Trustee in accordance with the foregoing
provisions of this Section, there shall be delivered to the Trustee an Engineer’s Certificate,
made and dated not more than ninety (90) days prior to the date of the Company’s request
for such sale or surrender, stating the fair value, in the opinion of the signers, of the bonds to
be sold or surrendered, and stating that, in the opinion of the signers, the release thereof will
not impair the security under this Indenture in contravention of the provisions hereof.
On the request of the Company evidenced by an Officers’ Certificate, the Trustee shall
permit the extension of the maturity of and/or any other modification of any bonds (other
than Class “A” Bonds or any other bonds of which the Company is the obligor) held by the
Trustee subject to the provisions of this Article X and/or any modification of a lien prior to
the Lien hereof.
Modification of terms of prior lien bonds
Section 10.04 Upon the occurrence of any Default, the Trustee may exercise any and all
rights of a bondholder with respect to the bonds then held by it under this Article X (other
than the right to sell or otherwise alienate Class “A” Bonds or other bonds of which the
Company is the obligor so as to increase the aggregate of the Company’s debt) or may take
any other action which shall in its judgment be desirable or necessary to avail itself of the
security created for such bonds by the liens securing the same.
Rights of Trustee upon Default
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Art. XI, §§11.01, 11.02, 11.03
ARTICLE XI
Concerning Class “A” Bonds and Additional
Class “A” Mortgages
Concerning payments on
Class “A” Bonds Section 11.01 The Trustee shall notify the trustees of the Class “A” Mortgages
securing Class “A” Bonds held hereunder that no payments are to be made on such held
Class “A” Bonds unless a Default hereunder has occurred and is continuing and that the
Trustee will notify such trustees of any such Default.
Concerning deposit of
Class “A” Bonds Section 11.02 Each Class “A” Bond deposited with the Trustee pursuant to
Section 4.01 hereof shall be (1) in bearer form, (2) registered in the name of the Trustee or
its nominee or (3) accompanied by appropriate instruments of transfer. Each such Class “A”
Bond in coupon form so deposited shall be accompanied by all unmatured coupons when so
deposited and each such Class “A” Bond so deposited shall be uncancelled. The Trustee may
cause any or all registered Class “A” Bonds to be registered in the name of the Trustee, or in
the name or names of its nominee or nominees.
Voting of Class “A” Bonds held by Trustee Section 11.03 Unless the Company is in default in the payment of the interest on any
bonds then Outstanding hereunder or one or more Defaults shall have occurred and be
continuing:
(a)  the Trustee shall vote all bonds issued under the Pacific Mortgage then held by it,
or consent with respect thereto, in favor of any or all amendments or modifications of the
Pacific Mortgage of substantially the same tenor and effect as any or all of those set forth
in Exhibit X to this Indenture;
(b)  the Trustee shall vote all bonds issued under the Utah Mortgage then held by it,
or consent with respect thereto, in favor of any or all amendments or modifications of the
Utah Mortgage of substantially the same tenor and effect as any or all of those set forth
in Exhibit Y to this Indenture; and
(c)  with respect to any other amendments or modifications of a Class “A” Mortgage,
the Trustee shall vote all Class “A” Bonds Outstanding under said Mortgage and then
held by it, or consent with respect thereto, proportionately with the vote or consent of the
holders of all other Class “A” Bonds then voting in person or by proxy or consenting in
writing under the Class “A” Mortgage (other than
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§§11.03, 11.04, 11.05, 11.06
Class “A” Bonds similarly either deposited or pledged); provided, however, if the Class “A”
Bonds held by the Trustee are more adversely affected than any Class “A” Bonds not so
held, then the Trustee need not so vote without the consent in writing of the holders of a
majority in principal amount of the bonds Outstanding hereunder.
Section 11.04 The Company covenants that it will not issue any additional Class “A”
Bonds except to the Trustee hereunder or, as permitted by the provisions of the applicable
Class “A” Mortgage, to replace Class “A” Bonds at the time Outstanding.
Concerning issue of additional Class “A” Bonds
Section 11.05 The Company covenants that it will not issue any additional Class “A”
Bonds under any provision of any Class “A” Mortgage that permits the issuance of new first
mortgage bonds on the basis of first mortgage bonds retired (e.g., Section 29 of the Pacific
Mortgage or Section 29 of the Utah Mortgage), except for delivery to the Trustee pursuant to
the provisions of Section 4.01 hereof as the basis for the authentication and delivery of bonds
hereunder in connection with which an Officers’ Certificate is delivered to the Trustee
stating that such bonds are to be issued to refund bonds issued hereunder on the basis of
such Class “A” Bonds retired, or to refund Class “A” Bonds issued by PacifiCorp, an Oregon
corporation, or by its predecessors, PacifiCorp, a Maine corporation (earlier known as Pacific
Power & Light Company), or Utah Power & Light Company, a Utah corporation, or its
predecessor, Utah Power & Light Company, a Maine corporation, prior to the merger of those
corporations into the Company, or to refund bonds hereinafter designated as Class “A” Bonds
issued by any corporation prior to its merger into or consolidation with the Company
hereafter.
Conditions for issuance of
additional Class “A” Bonds
Section 11.06 (I)  In the event that a corporation which was the mortgagor under a
mortgage or deed of trust or similar indenture qualified under the Trust Indenture Act is
hereafter merged into or consolidated with the Company, such mortgage, deed of trust or
similar indenture may be designated an additional Class “A” Mortgage hereunder, upon
delivery to the Trustee of the following:
Designation of additional Class “A” Mortgages
Requirements:
(a)  a Resolution authorizing the designation of such mortgage, deed of trust or similar
indenture as an additional Class “A” Mortgage hereunder;
(a) Resolution
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§11.06
(b) Officers’ Certificate (b)  an Officers’ Certificate complying with the requirements of Section 22.05 hereof,
(i) stating that the Company is not in default under such mortgage, deed of trust or
similar indenture, (ii) reciting the aggregate principal amount of bonds theretofore
issued under such mortgage, deed of trust or similar indenture and the aggregate
principal amount of bonds then outstanding thereunder, and (iii) either (x) stating that
all bonds outstanding under such mortgage, deed of trust or similar indenture that were
issued on the basis of property additions were issued in principal amounts that did not
exceed seventy per centum (70%) of the balance of the cost or fair value of such property
additions to the issuer of such bonds (whichever was less) after making deductions and
additions similar to those provided for in Section 1.04 hereof or in Section 4 of the Pacific
Mortgage or in Section 4 of the Utah Mortgage, or (y) in the event that the foregoing
clause (x) is not the case, stating that the Company has (by the certification of the
requisite amounts of previously unfunded property additions as set forth in an
Engineer’s Certificate in the form prescribed by subsection 28(3) of the Pacific Mortgage
or subsection 28(3) of the Utah Mortgage or the comparable section of such other
mortgage, deed or trust or similar indenture) irrevocably waived its right to the
authentication and delivery of further bonds under such mortgage, deed of trust or
similar indenture in a principal amount equal to the difference between the aggregate
dollar amount of property additions certified to the trustee under such mortgage, deed of
trust or similar indenture as the basis for all bonds outstanding thereunder that were
issued on the basis of property additions (and outstanding bonds issued on the basis of
retirements of bonds issued on the basis of property additions) and ten-sevenths
(10/7ths) of the aggregate principal amount of all such outstanding bonds; and
(c) Opinion of Counsel (c)  an Opinion of Counsel complying with the requirements of Section 22.05 hereof,
stating the signer’s opinion to the effect that: (i) the corporation that was the mortgagor
under such mortgage, deed of trust or similar indenture has been duly and lawfully
merged into or consolidated with the Company; (ii) such mortgage, deed of trust or
similar indenture is qualified under the Trust Indenture Act; (iii) the Company has duly
assumed and agreed to perform and pay the obligations of the mortgagor under such
mortgage, deed of trust or similar indenture; (iv) such mortgage, deed of trust or similar
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§11.06
indenture, when designated a Class “A” Mortgage pursuant to the provisions of this
Section 11.06, will constitute a lien upon the property described therein prior to the Lien
hereof; (v) the Lien hereof will constitute a lien on the property described in such
mortgage, deed of trust or similar indenture subject to no lien thereon prior or equal to
the Lien of this Indenture except Qualified Liens, Excepted Encumbrances and the lien of
such mortgage, deed of trust or similar indenture; (vi) the terms of such mortgage, deed of
trust or similar indenture as then in effect do not permit the further issuance of bonds
thereunder except on the basis of cash, property additions of a character substantially
similar to those described in Section 1.04 hereof or in Section 4 of the Pacific Mortgage or
in Section 4 of the Utah Mortgage, or the retirement of outstanding bonds; (vii) the terms
of such mortgage, deed of trust or similar indenture as then in effect do not permit the
further issuance of bonds thereunder upon the basis of property additions in a principal
amount exceeding seventy per centum (70%) of the balance of the cost or the fair value
thereof to the issuer thereunder (whichever shall be less) after making deductions and
additions similar to those provided for in Section 1.04 hereof or in Section 4 of the Pacific
Mortgage or Section 4 of the Utah Mortgage; and (viii) that the indenture supplemental
hereto referred to in subdivision (II) of this Section 11.06 complies with the requirements
of clauses (i), (ii) and (iii) of said subdivision (II).
(II)  At such time as the Company and the Trustee have executed, and the Company
has caused to be recorded, an indenture supplemental hereto (i) in which such mortgage,
deed of trust or similar indenture has been designated as an additional Class “A”
Mortgage, (ii) by which the Company has imposed the Lien of this Indenture upon
properties (of the character defined in Section 1.04 hereof as Property Additions) acquired
by the Company from such corporation by virtue of the merger or consolidation (and later
improvements, extensions and additions thereto and renewals and replacements thereof)
as contemplated by Section 18.03 hereof, and (iii) by which such mortgage, deed of trust
or similar indenture has been amended to provide that a default thereunder shall include
the existence of any “Default,” as defined under the Pacific Mortgage, or the existence of
any “Default,” as defined under the Utah Mortgage, or the existence of any default under
another Class “A”
Status of additional Class “A”
Mortgages and additional Class “A” Bonds
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§11.06; Art. XII, §§12.01, 12.02
Mortgage, which then permits the declaration of the principal of all of the bonds secured by
such Class “A” Mortgage and the interest accrued thereupon due and payable (provided that
if such default or Default under such Class “A” Mortgage shall be remedied or cured by the
Company or waived by the holders of such indebtedness, then the default under such
mortgage, deed of trust or similar indenture by reason thereof shall be deemed likewise to
have been thereupon remedied, cured or waived without further action upon the part of any
party), then such mortgage, deed of trust or similar indenture and all bonds issued and
outstanding thereunder shall for all purposes hereof be treated as a Class “A” Mortgage and
as Class “A” Bonds to the full and same extent as if specifically identified in Section 1.02
hereof.
ARTICLE XII
Redemption or Purchase of Bonds
What bonds redeemable Section 12.01 Such of the bonds of any series issued hereunder as are, by their terms,
redeemable before maturity, may, at the option of the Company or pursuant to the
requirements of this Indenture be redeemed at such times, in such amounts and at such
prices as may be specified therein and in accordance with the provisions of the three next
succeeding Sections numbered from 12.02 to 12.04, both inclusive.
Redemption of part of any
series; selection Section 12.02 If less than all the Outstanding bonds of any series are to be redeemed,
the particular bonds to be redeemed shall be selected by the Trustee from the Outstanding
bonds of such series which have not previously been called for redemption by such method
as the Trustee shall deem fair and appropriate. Notwithstanding the foregoing, special
provisions for the selection of the particular bonds to be redeemed within a particular series
may be provided by a supplemental indenture to this Indenture.
Notice Unless otherwise established in accordance with Section 2.03 with respect to a particular
series of bonds, notice of redemption to owners and/or holders of any bonds which are not
registered as to both principal and interest or as to only principal shall be given, by or on
behalf of the Company, by publication in one Daily Newspaper of general circulation in the
Borough of Manhattan, The City of New York, and in one Daily Newspaper of general
circulation in the City of Portland, Oregon, once before the date fixed for redemption, the
publication to be at least thirty
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§12.02
(30) days prior to the date fixed for redemption. If less than all bonds of any particular series
are to be redeemed, unless otherwise provided as to a particular series of bonds, the numbers
of any bonds to be redeemed which are not so registered shall be included in such notice and
may be stated: individually; in groups from one number to another number, both inclusive,
except such as shall have been previously called for redemption or otherwise retired; or in
any other way satisfactory to the Trustee.
Unless otherwise so provided as to a particular series of bonds, notice of redemption to
the registered owner of any bond registered as to principal and interest or as to principal
only which is to be redeemed in whole or part shall be mailed by or on behalf of the
Company, not less than thirty (30) days before the date fixed for redemption, to him, her or
it, at his, her or its last address appearing upon the registry books.
Notice to be mailed at least
thirty days before redemption
Failure duly to give such notice by publication and/or by mailing to the owner or holder of
any bond designated for redemption in whole or in part shall not affect the validity of the
proceedings for the redemption of any other bond.
Failure to give notice does not effect validity
Unless otherwise so provided as to a particular series of bonds, if at the time of
publication or mailing of any notice of redemption the Company shall not have deposited
with the Trustee and/or irrevocably directed the Trustee to apply, from money held by it
available to be used for the redemption of bonds, an amount in cash sufficient to redeem all
of the bonds called for redemption, including accrued interest to such date fixed for
redemption, such notice shall state that it is subject to the receipt of the redemption moneys
by the Trustee before the date fixed for redemption (unless such redemption is mandatory)
and such notice shall be of no effect unless such moneys are so received before such date.
Redemption may be conditional on deposit of
moneys
The Trustee, upon the request of the Company evidenced by a Resolution delivered to the
Trustee at least fifteen (15) days prior to the date on which notice of redemption must first be
published or mailed (unless a shorter notice shall be accepted by the Trustee as sufficient)
shall, for and on behalf of and in the name of the Company, call for redemption bonds
secured hereby (whether or not the Trustee shall hold at the time of such call cash sufficient
for such redemption) provided that, if cash sufficient for such purpose is not so held and such
redemption is not mandatory, the notice shall state that it is subject to the receipt of the
redemption moneys by the Trustee before the date fixed for
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§§12.02, 12.03, 12.04, 12.05
redemption and such notice shall be of no effect unless such moneys are so received before
such date.
Deposit of redemption price with Trustee Section 12.03 Publication of the notice of redemption, if required, having been
completed as above provided, or if mailing is required, notice of redemption having been
mailed, as in Section 12.02 hereof provided, and the Company having before the redemption
date specified in the notice of redemption deposited with the Trustee (and/or having
irrevocably directed the Trustee to apply, from money held by it available to be used for the
redemption of bonds) an amount in cash sufficient to redeem all of the bonds called for
redemption, including accrued interest, the bonds called for redemption shall become due
and payable on such redemption date.
Moneys to be paid to respective holders upon surrender of bonds and
unmatured coupons
Bonds cease to bear interest
Section 12.04 All moneys held by the Trustee for the redemption of bonds shall,
subject to the provisions of Section 22.03 hereof, be held in trust for account of the holders of
the bonds so to be redeemed, and shall be paid to them, respectively, upon presentation and
surrender of said bonds, with (if required by the Company) all unmatured coupons, if any,
appertaining thereto. Coupons maturing on or prior to the date fixed for redemption shall
remain payable in accordance with their terms. On and after such date fixed for redemption,
if the moneys for the redemption of the bonds to be redeemed shall be held by the Trustee
for the purpose, such bonds shall cease to bear interest and shall cease to be entitled to the
Lien of this Indenture and the coupons for interest, if any, maturing subsequent to the date
fixed for redemption shall be void.
Redemption of portion of
registered bond If any fully registered bond shall be called for redemption in part only, the notice of
redemption shall specify the principal amount thereof to be redeemed, and such fully
registered bond shall be presented for cancellation properly endorsed for transfer (if
required by the Company) at or after the date fixed for the redemption of said bonds so
called for redemption, and thereupon the payment with respect to said bond shall be made
upon surrender of said bond so endorsed (if required), and coupon bonds or fully registered
bonds for the unpaid balance of the principal amount of the fully registered bond so
presented and surrendered shall to the extent authorized be executed by the Company and
authenticated and delivered by the Trustee without charge therefor to the holder thereof.
Purchase of bonds by
Trustee Section 12.05 At any time, upon the request of the Company, expressed by an Officers’
Certificate, the Trustee shall, to the extent that
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§§12.05, 12.06
such bonds are available for such purchase, apply all or any part of the cash held by it under
any provision of this Indenture, subject to the provisions of Sections 7.03 and 12.04 hereof, or
any cash deposited with it by the Company for the purpose, to the purchase (including a
purchase from the Company) of bonds then Outstanding hereunder of such series as the
Company may designate. Before making any such purchase the Trustee may, and upon
request of the Company shall, by notice mailed in accordance with the provisions of
subdivision (c) of Section 19.13 hereof if all of the bonds then Outstanding hereunder of such
series are registered or the addresses of the holders thereof are on file, otherwise published
once in one Daily Newspaper of general circulation in the Borough of Manhattan, The City of
New York, and in one Daily Newspaper of general circulation in the City of Portland,
Oregon, advertise for written proposals (to be received by it on or before a specified date) to
sell to it on or before a subsequent specified date bonds of the series designated by the
Company then Outstanding hereunder; and the Trustee, to the extent, as nearly as is
possible, of such funds then in its hands and requested by the Company to be so applied,
shall purchase the bonds so offered at the price or prices most favorable to the Company, and
reasonable notice shall be mailed by the Trustee to the holder or holders of the bonds whose
proposals shall have been accepted. The Trustee shall, upon request of the Company, invite
offers of bonds for sale to it in any other usual manner. The Trustee in its discretion may
reject any or all proposals in whole or in part, and shall reject any or all proposals in whole
or in part if on the same day after opening said proposals it has actual knowledge that it can
purchase the requisite amount of such bonds or any part thereof at a price more favorable to
the Company than it could by accepting said proposals. All offers by holders shall be subject
to acceptance of a portion thereof unless otherwise expressed in the offers and all
advertisements for written proposals shall so state. Nothing herein contained shall be
deemed to prohibit the Company from purchasing or otherwise acquiring Outstanding bonds
in any manner it may deem appropriate.
Notice
Section 12.06 All bonds issued hereunder paid, retired or redeemed under any of the
provisions of this Indenture or purchased by the Trustee as provided in Section 12.05 hereof
and all appurtenant coupons, if any, shall forthwith be cancelled by the Trustee. Unless the
Company otherwise directs in writing, the Trustee shall periodically destroy any such
cancelled coupon bonds and deliver to the Company a certificate of such destruction, and
shall deliver any such cancelled fully registered bonds to the Company.
Retired bonds to be cancelled
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Art. XIII, §§13.01, 13.02
ARTICLE XIII
Possession, Use and Release of Mortgaged
and Pledged Property
Company’s possession and
enjoyment Section 13.01 Unless one or more Defaults shall have occurred and be continuing, the
Company shall be suffered and permitted to possess, use and enjoy the Mortgaged and
Pledged Property (except such cash as is expressly required to be deposited with the Trustee
and except, to the extent not herein otherwise provided, such securities as are expressly
required to be deposited with the Trustee), and to receive, use and dispose of the tolls, rents,
revenues, issues, earnings, income, products and profits thereof, with power in the ordinary
course of business, freely and without let or hindrance on the part of the Trustee or of the
bondholders, except as herein otherwise expressly provided to the contrary, to exercise any
and all rights under choses in action, contracts, franchises and claims.
What Company may do
without release or consent by
Trustee
Section 13.02 Unless the Company is in default in the payment of the interest on any
of the bonds then Outstanding hereunder or one or more Defaults shall have occurred and
be continuing, the Company may at any time and from time to time, without any release or
consent by, or report to, the Trustee:
(1)    Sale of machinery
equipment, tools, etc.(1)  sell or otherwise dispose of, free from the Lien of this Indenture, any machinery,
apparatus, equipment, frames, towers, poles, wire, pipe, tools, implements, or furniture,
or any other fixtures or personalty, then subject to the Lien hereof, which shall have
become old, inadequate, obsolete, worn out, unfit, unadapted, unserviceable, undesirable
or unnecessary for use in the operations of the Company upon replacing the same by, or
substituting for the same, machinery, apparatus, equipment, frames, towers, poles, wire,
pipe, tools, implements, or furniture, or any other fixtures or personalty, of at least equal
value to that of the property sold or otherwise disposed of and subject to the Lien hereof,
subject to no liens prior hereto except liens to which the property sold or otherwise
disposed of was subject;
(2)    Cancellation, etc. of
right of way grants (2)  cancel or make changes or alterations in or substitutions of any and all right of
way grants; and
(3)    Surrender or modification of
franchises
(3)  surrender or assent to the modification of any right, power, franchise, license,
governmental consent or permit under which it may be operating, provided that, in the
opinion of the Board of
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§§13.02, 13.03
Directors (such opinion to be stated in a Resolution to be filed with the Trustee), any such
surrender or modification which affects the Mortgaged and Pledged Property is necessary
or desirable in the conduct of the business of the Company.
Section 13.03 Unless the Company is in default in the payment of the interest on any
bonds then Outstanding hereunder or one or more Defaults shall have occurred and be
continuing, the Company may obtain the release of any of the Mortgaged and Pledged
Property, except cash then held by the Trustee (provided, however, that Qualified Lien
Bonds deposited with the Trustee shall not be released except as provided in Article X hereof
and Class “A” Bonds deposited with the Trustee shall not be released except as provided in
Article XIV hereof and obligations secured by purchase money mortgage deposited with the
Trustee shall not be released except as provided in Section 13.06 hereof), and the Trustee
shall release all its right, title and interest in and to the same from the Lien hereof upon the
application of the Company and receipt by the Trustee of the following:
Release of property by
Trustee
Requirements:
(1)  an Officers’ Certificate complying with the requirements of Section 22.05 hereof
and describing in reasonable detail the property to be released and requesting such
release, and stating that the Company is not in default in the payment of the interest on
any bonds then Outstanding hereunder and that no Default has occurred and is
continuing;
(1) Officers’ Certificate
(2)  an Engineer’s Certificate, made and dated not more than ninety (90) days prior to
the date of such application, stating:
(2) Engineer’s Certificate
(a)  that the Company has sold, leased, granted an interest in, exchanged,
dedicated or disposed of, or intends or has agreed to sell, lease, grant an interest in,
exchange, dedicate or dispose of, or that a governmental body or agency has lawfully
ordered the Company to divest itself of, the property to be released;
(b)  the fair value and the Cost (or as to Property Additions constituting Funded
Property of which the fair value to the Company at the time the same became Funded
Property was less than the Cost as determined pursuant to Section 1.04 hereof, then
such fair value in lieu of Cost), in the opinion of the signers, of the property (or
securities) to be released;
(c)  the Cost (or as to Property Additions of which the fair value to the Company at
the time the same became Funded
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§13.03
Property was less than the Cost as determined pursuant to Section 1.04 hereof, then such
fair value in lieu of Cost), in the opinion of the signers, of any portion thereof (which shall be
specified) that is Funded Property;
(d)  that (except in any case where a governmental body or agency has lawfully ordered
the Company to divest itself of such property) such release is in the opinion of the signers
desirable in the conduct of the business of the Company;
(e)  the amount of cash and/or principal amount of obligations secured by purchase money
mortgage received or to be received for any portion of said property sold to any Federal,
State, County, Municipal or other governmental bodies or agencies or public corporations,
districts or authorities; and
(f)  that in the opinion of the signers such release will not impair the security under this
Indenture in contravention of the provisions hereof;
(3) Consideration (3)  an amount in cash to be held by the Trustee as part of the Mortgaged and Pledged
Property, equivalent to the amount, if any, by which the Cost (or as to Property Additions
constituting Funded Property of which the fair value to the Company at the time the same
became Funded Property was less than the Cost as determined pursuant to Section 1.04
hereof, then such fair value in lieu of Cost) of the property to be released, as specified in the
Engineer’s Certificate provided for in subdivision (2) above, exceeds the aggregate of the
following items:
(a)  the principal amount, subject to the limitations stated below in this subdivision (3), of
any obligations delivered to the Trustee, to be held as part of the Mortgaged and Pledged
Property, consisting of obligations secured by purchase money mortgage upon the property
released;
(b)  the Cost or fair value to the Company (whichever is less) of any Property Additions
made the basis of the application which are not then Funded Property (after making any
deductions and any additions pursuant to the provisions of Section 1.04 hereof) as shown by
a further Engineer’s Certificate (made and dated no more than ninety (90) days prior to the
date of such application) delivered to the Trustee; provided, however, that Property
Additions acquired, made or constructed within ninety
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§13.03
(90) days prior to the date of such application for release, or subsequently thereto, may, at
the option of the Company, not have deducted therefrom the deductions nor added thereto
the additions pursuant to Section 1.04 hereof;
(c)  the aggregate principal amount of bonds to the authentication and delivery of which
the Company shall be entitled under the provisions of Sections 5.04 or 6.01 hereof, by virtue
of compliance with all applicable provisions of said Sections 5.04 or 6.01, as the case may be
(except as hereinafter in this Section otherwise provided); provided, however, that (except as
hereinafter in this Section otherwise provided) the application for such release shall operate
as a waiver by the Company of such right to the authentication and delivery of such bonds on
the basis of which right such property is released and to such extent no such bonds may
thereafter be authenticated and delivered hereunder, and any bonds or Qualified Lien Bonds
which have been made the basis of any such right to the authentication and delivery of bonds
so waived shall be deemed to have been made the basis of the release of such property;
(d)  the principal amount, subject to the limitations stated below in this subdivision (3), of
any obligations secured by purchase money mortgage upon the property to be released and/or
any amount in cash, that is evidenced to the Trustee by a certificate of the trustee or other
holder of a Qualified Lien or a lien (other than a Class “A” Mortgage) prior hereto, as the
case may be, to have been received by it in accordance with the provisions of such Qualified
Lien or lien prior hereto in consideration for the release of such property or any part thereof
from such Qualified Lien or lien prior hereto;
(e)  the aggregate principal amount of any bonds Outstanding under this Indenture
delivered to the Trustee; and
(f)  any taxes and expenses incidental to such sale, exchange, dedication or disposal;
provided, however, that (i) no obligations secured by purchase money mortgage upon any
property being released from the Lien hereof
Rocky Mountain Power Exhibit E Page 123 of 220
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§13.03
shall be used as a credit in any application for such release unless all obligations secured by
such purchase money mortgage shall be delivered to the Trustee or to the trustee or other
holder of a Qualified Lien or lien prior hereto; (ii) in case the total principal amount of
obligations secured by purchase money mortgage upon property being released shall exceed
seventy-five per centum (75%) of the fair value of such property, as specified in the
Engineer’s Certificate provided for in subdivision (2) above, the aggregate credit which may
be used pursuant to clause (a) and clause (d) of this subdivision (3) in respect of such
obligations shall not exceed seventy-five per centum (75%) of the fair value of the property to
be released, as specified in such Engineer’s Certificate; and (iii) no obligations secured by
purchase money mortgage shall be used as a credit in any application for the release of
property hereunder, if the aggregate credit in respect of such obligations to be used by the
Company pursuant to clause (a) and clause (d) of this subdivision (3) plus the aggregate
credits used by the Company pursuant to said clause (a) and clause (d) in all applications for
the release of property theretofore released from the Lien hereof on the basis of purchase
money obligations theretofore delivered to and then held by the Trustee or the trustee or
other holder of a Qualified Lien or lien prior hereto shall, immediately after the release then
being applied for, exceed fifteen per centum (15%) of the aggregate principal amount of bonds
at such time Outstanding under this Indenture;
(4) Opinion of Counsel on Property
Additions (4)  in the case where the release is on the basis of Property Additions, an Opinion of
Counsel as required by Section 5.06(7) hereof;
(5) Opinion of Counsel on purchase
money mortgage, etc.(5)  in case any obligations secured by purchase money mortgage upon the property to
be released are included in the consideration for such release and are delivered to the
Trustee or to the trustee or other holder of a Qualified Lien or a lien prior hereto in
connection with any release of such property, an Opinion of Counsel stating that, in his or
her or their opinion, such obligations are valid obligations enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of mortgagees’ and other creditors’ rights and by
general equitable principles (regardless of whether such enforceability is considered in a
proceeding in equity or at law), and that the purchase money mortgage securing the same
is sufficient
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to afford a valid purchase money lien upon the property to be released, subject to no lien
prior thereto except Excepted Encumbrances and such liens, if any, as shall have existed
thereon just prior to such release as Qualified Liens or liens prior to the Lien of this
Indenture;
(6)  in case the Trustee is requested to release any franchise, an Opinion of Counsel
stating that in his or her or their opinion such release will not impair to any material
extent the right of the Company to operate any of its remaining properties; and
(6) Opinion of
Counsel if franchise to be
released
(7)  an Opinion of Counsel complying with the requirements of Section 22.05 hereof.(7) Opinion of Counsel on
conditions and covenants
All purchase money obligations and the mortgages securing the same delivered to the
Trustee pursuant to this Section shall be duly assigned to the Trustee. The Company shall
cause any such purchase money mortgage and the assignment thereof to be promptly
recorded and filed in such place or places as shall be required by law in order fully to
preserve and protect the security afforded thereby and shall furnish to the Trustee an
Opinion of Counsel stating that in the opinion of such counsel such purchase money
mortgage and the assignment thereof have been properly recorded and filed so as to make
effective the lien intended to be created thereby. Should any re-recording or re-filing be
necessary at any time or from time to time, the Company shall likewise cause the same to be
duly effected and shall, in each case, furnish to the Trustee an Opinion of Counsel similar to
the foregoing. The Trustee shall deliver to the Company any purchase money mortgage
and/or assignment thereof whenever required for the purpose of recording or filing or re-
recording or re-filing, as evidenced by an Opinion of Counsel, and the same shall be promptly
returned to the Trustee when such purposes shall have been accomplished.
In case the release of property is, in whole or in part, based upon Property Additions (as
permitted under the provisions of clause (b) of subdivision (3) of this Section), the Company
shall, subject to the provisions of said clause (b), comply with all applicable provisions of this
Indenture (including but not limited to the furnishing of the Engineer’s Certificate provided
for in subdivision (3) of Section 5.06 hereof and, in case the provisions of subdivision (4) of
Section 5.06 hereof are applicable, the Independent Engineer’s Certificate provided for in
said subdivision (4) of Section 5.06 hereof) as if such Property Additions were made the
Conditions if release based on
Property Additions; bonds retired
hereunder, etc.
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basis of an application for the authentication and delivery of bonds thereon (equivalent in
principal amount to seventy per centum (70%) of the fair value of that portion of the property
to be released which is to be released on the basis of such Property Additions, as shown by
the Engineer’s Certificate in subdivision (2) of this Section provided for), and in case the
release of property is in whole or in part based upon the right to the authentication and
delivery of bonds (as permitted under the provisions of clause (c) of subdivision (3) of this
Section) the Company shall comply with all applicable provisions of Section 5.04 or
Section 6.01 hereof, as the case may be, relating to such authentication and delivery, except
that in no such case shall the Company be required to comply with any earnings requirement
or to deliver to the Trustee any Resolution, Officers’ Certificate, Net Earning Certificate or
Opinion of Counsel provided for in subdivisions (1), (2), (6) and (8) of Section 5.06 hereof;
provided, however, that the Cost of any Property Additions received or to be received by the
Company in whole or in part as consideration in exchange for the property to be released
shall for all purposes of this Indenture be deemed to be the amount stated in the Engineer’s
Certificate provided for in subdivision (2) of this Section to be the fair value of the property to
be released (a) plus the amount of any cash and the fair value of any other consideration,
further to be stated in such Engineer’s Certificate, paid and/or delivered or to be paid and/or
delivered by, and the amount of any obligations assumed or to be assumed by, the Company
in connection with such exchange as additional consideration for such Property Additions or
(b) less the amount of any cash and the fair value to the Company of any other consideration,
which shall also be stated in such Engineer’s Certificate, received or to be received by the
Company in connection with such exchange in addition to such Property Additions.
Valuation of property subject to
Qualified Lien or prior lien For all purposes of this Article XIII, the fair value of property subject to a Qualified Lien
shall be determined as if such property were free of such Qualified Lien and the fair value of
property subject to a lien prior to the Lien hereof, which has not theretofore or is not then to
become a Qualified Lien shall be the fair value thereof less the principal amount of any
obligations secured by such lien thereon if it will thereafter cease to be a lien on any property
subject to the Lien hereof.
Property Additions made basis of
release of unfunded property do not
become Funded Property
Notwithstanding any of the other provisions of this Indenture, (A)  to the extent that any
property to be released is not Funded Property and the Property Additions made the basis of
such release
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§13.03
shall (as evidenced by a statement to such effect in an Engineer’s Certificate) never
previously have been used as the basis of the release of property under the provisions of
clause (b) of subdivision (3) of this Section or as the basis of the withdrawal of cash under
subdivision (1) of Section 13.06 or under a Qualified Lien, said Property Additions shall not
have the status of Funded Property except to the extent of any amount which shall, at the
time such Property Additions were made the basis of such release, have been deducted from
the Cost or fair value of such Property Additions pursuant to the provisions of clause (A) of
Section 1.04 hereof less any amount which shall then have been added thereto pursuant to
the provisions of clause (B) of said Section 1.04, and except to the extent of any amount
which shall then have been deducted in respect of Qualified Liens on such Property
Additions pursuant to the provisions of Section 5.04 hereof, and
(B)  to the extent that any property released shall not have been Funded Property just
prior to its release,
Provisions re release of certain
property which is not Funded Property
(i)  any Property Additions made the basis of such release of property shall not be
deemed to be Funded Property except to the extent of any amount which shall, at the time
such Property Additions were made the basis of such release, have been deducted from the
Cost or fair value of such Property Additions pursuant to the provisions of clause (A) of
Section 1.04 hereof less any amount which shall then have been added thereto pursuant to
the provisions of clause (B) of said Section 1.04, and except to the extent of any amount
which shall then have been deducted in respect of Qualified Liens on such Property
Additions pursuant to the provisions of Section 5.04 hereof, and
(ii)  any waiver of the right to the authentication and delivery of bonds made the basis
of such release of property shall be revoked and cease to be effective and shall no longer be
deemed to have been made, if the Company shall within two years after the release of such
property file with the Trustee such Officers’ Certificates, Engineer’s
Certificates, Independent Engineer’s Certificates, Opinions of Counsel and other papers
(other than any Resolution, Net Earning Certificate or Opinion of Counsel such as is
described in subdivisions (1), (6) and (8) of Section 5.06 hereof) as under the provisions of
Article V hereof
Rocky Mountain Power Exhibit E Page 127 of 220
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§§13.03, 13.04
would entitle the Company, on the basis of Property Additions acquired, made or
constructed subsequent to the application for the release of such property, to the
authentication and delivery of bonds (equal in principal amount to seventy per centum
(70%) of the fair value of such property so released), and the inclusion of such
subsequently acquired Property Additions in any such Officers’ Certificate, Engineer’s
Certificate, Independent Engineer’s Certificate, Opinion of Counsel or other papers
shall not make such subsequently acquired Property Additions Funded Property.
Any bonds Outstanding under this Indenture deposited with the Trustee pursuant to the
provisions of subdivision (3)(e) of this Section shall forthwith be cancelled by the Trustee,
and any Qualified Lien Bonds deposited with the Trustee pursuant to the provisions of this
Section shall be held by the Trustee subject to the provisions of Article X hereof and any
moneys and/or obligations secured by purchase money mortgage and/or other property and/or
the proceeds of any thereof and/or substitutes therefor received by the Trustee under this
Section shall be held as part of the Mortgaged and Pledged Property and such moneys and/or
obligations secured by purchase money mortgage shall be paid over, withdrawn, used or
applied, in the manner, to the extent, and for the purposes and subject to the conditions
provided in Section 13.06 hereof.
Substituted property to become
subject to Lien hereof Any property acquired by the Company by exchange or purchase to take the place of any
property released under any provisions of this Article shall forthwith and without further
conveyance become subject to the Lien of and be covered by this Indenture as a part of the
Mortgaged and Pledged Property, subject to no lien except Class “A” Mortgages, Qualified
Liens and Excepted Encumbrances and any liens existing thereon just prior to the
acquisition thereof.
Release of property which is not
Funded Property Section 13.04      Unless the Company is in default in the payment of the interest on any
bonds then Outstanding hereunder or one or more Defaults shall have occurred and be
continuing, the Company may obtain the release of any of the Mortgaged and Pledged
Property which is not Funded Property, except cash then held by the Trustee (provided,
however, that Qualified Lien Bonds deposited with the Trustee shall not be released except
as provided in Article X hereof and Class “A” Bonds deposited with the Trustee shall not be
released except as provided in
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§13.04
Article XIV hereof and obligations secured by purchase money mortgage deposited with
Trustee shall not be released except as provided in Section 13.06 hereof), and the Trustee
shall release all its right, title and interest in and to the same from the Lien hereof upon
application of the Company and receipt by the Trustee of the following (in lieu of complying
with the requirements of Section 13.03 hereof):
Requirements:
(1)  An Officers’ Certificate stating that the Company has sold, leased, granted an
interest in, exchanged, dedicated or disposed of, or intends to sell, lease, grant an interest
in, exchange, dedicate, or dispose of, or that governmental body or agency has lawfully
ordered the Company to divest itself of, certain property (which property shall be
described in such certificate in reasonable detail) that is not Funded Property and stating
the consideration, if any, received or to be received therefor, and requesting the release
thereof from the Lien of this Indenture; and stating that such property has not
theretofore been funded; that such release is in the opinion of the signers desirable in the
conduct of the business of the Company; and that the Company is not, to the knowledge
of the signers, in default in the performance of any of the terms or covenants of this
Indenture; and that in the opinion of the signers all conditions precedent provided for in
this Indenture relating to the release of the property in question have been complied
with;
(1) Officers’ Certificate
(2)  (a)  An Engineer’s Certificate, made and dated not more than ninety (90) days
prior to the date of such application, (x) stating, in the opinion of the signers, the then
fair value of the property to be released (which property shall be described in such
certificate in reasonable detail) without deduction for any liens on such property; and
(y) stating that, in the opinion of the signers, such release will not impair the security
under this Indenture in contravention of the provisions of this Indenture;
(2) Engineer’s Certificate
(b)  In the case the fair value of such property to be released and of all other property
released from the Lien of this Indenture since the commencement of the then current
calendar year, as shown by certificates filed pursuant to Article XIII hereof, is ten per
centum (10%) or more of the aggregate principal amount of bonds Outstanding at the
time of the application then being made, an Independent Engineer’s Certificate stating in
substance, the then fair value, in the opinion of the signers, of the property to be released,
without deduction for any lien on such property; and that such release, in the
Rocky Mountain Power Exhibit E Page 129 of 220
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§§13.04, 13.05
opinion of the signers, will not impair the security under this Indenture in contravention
of the terms of this Indenture; provided, however, that no Independent Engineer’s
Certificate need be delivered to the Trustee in the case of any release of property if the
fair value thereof, as shown by the certificate filed pursuant to paragraph (a) of this
subdivision (2), is less than Twenty-five Thousand Dollars ($25,000) or less than one per
centum (1%) of the aggregate principal amount of bonds at the time Outstanding;
(3) Further Engineer’s Certificate (3)  A further Engineer’s Certificate, made and dated not more than ninety (90) days
prior to the date of such application, stating, in the opinion of the signers, that the
aggregate principal amount of bonds to be Outstanding under this Indenture immediately
after such release shall not exceed seventy per centum (70%) of the aggregate fair value
of the then Funded Property of the Company; and
(4) Opinion of Counsel (4)  An Opinion of Counsel to the effect that all conditions precedent provided for in
this Indenture relating to the release of the property in question have been complied with
and, in case the Trustee is requested to release any franchise, that such release will not
impair to any material extent the right of the Company to operate any of its remaining
properties.
Release of certain unimproved real
estate upon request of Company
Requirements:
(1) Engineer’s Certificate
Section  13.05 Unless the Company is in default in the payment of the interest on any
bonds then Outstanding hereunder or one or more Defaults shall have occurred and be
continuing, the Trustee shall whenever from time to time requested by the Company (such
request to be evidenced by an Officers’ Certificate) and without requiring compliance with
any of the provisions of Section 13.03 hereof, release from the Lien hereof all the right, title
and interest of the Trustee in and to any real estate unimproved for use in the conduct of the
business of the Company, provided the Company has sold, exchanged, dedicated or disposed
of such real estate, or has agreed to sell, exchange, dedicate or dispose of such real estate, or,
as evidenced by such Officers’ Certificate, has authorized its officers to endeavor to sell such
real estate, and provided the aggregate fair value of the interest of the Company in such real
estate so released without such compliance in any calendar year shall not exceed the greater
of Five Million Dollars ($5,000,000) or three per centum (3%) of the bonds Outstanding
hereunder on the date of such release. Prior to the granting of any such release, there shall
be delivered to the Trustee an Engineer’s
Rocky Mountain Power Exhibit E Page 130 of 220
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§§13.05, 13.06
Certificate stating the fair value of the property to be released and that in the opinion of the
signers the release thereof will not impair the security under this Indenture in contravention
of the provisions hereof and setting forth any other facts required to be known by the Trustee
as a condition precedent to any act by the Trustee under this Section. The Company
covenants that on or before March 1st of each year it will deposit with the Trustee, to be
dealt with in the manner provided in Section 13.06 hereof, the net consideration, if any,
received by it upon the sale or other disposition of all such real estate so released during the
previous calendar year (to the extent that the same shall not have been paid or delivered to
the trustee or other holder of a Class “A” Mortgage or a Qualified Lien or another lien prior
to the Lien of this Indenture in accordance with the provisions thereof and an Officers’
Certificate to that effect shall have been furnished to the Trustee), or if no consideration be
received therefor or results therefrom the Company will so deposit the fair value thereof. Any
cash paid over to the Trustee hereunder may thereafter be withdrawn, used or applied in the
manner, to the extent and for the purposes and subject to the conditions provided in
Section 13.06 hereof. For the purposes hereof the term “unimproved for use in the conduct of
the business of the Company” shall include not only vacant lands but parcels of real estate
(and all buildings, fixtures and other improvements thereon) that are not used or usable in
the Company’s operations or are surplus to its needs.
(2) Deposit of consideration
“unimproved for use in the conduct
of the business of the Company”
Section 13.06 Unless the Company is in default in the payment of the interest on any
bonds then Outstanding hereunder or one or more Defaults shall have occurred and be
continuing, any Funded Cash received by the Trustee shall be held by the Trustee and such
cash and any cash which may be applied as in this Section provided,
Withdrawal, use or application of
money received by Trustee for
releases
(1)  may be withdrawn from time to time by the Company to the extent of the Cost or
the fair value to the Company (whichever is less) of Property Additions not then Funded
Property (after making any deductions and additions pursuant to the provisions of
Section 1.04 hereof); provided, however, that no such withdrawal of cash representing the
proceeds of insurance on or the release of property or securities or payment of or on
account of obligations secured by purchase money mortgages may be based in whole or in
part upon Property Additions acquired, made or constructed more than five years prior to
the last day of the calendar month immediately
(1) Withdrawal on basis of Property
Additions
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§13.06
preceding the receipt by the Trustee of such cash, and provided further, that Property
Additions acquired, made or constructed within ninety (90) days prior to the date of the
receipt by the Trustee of such cash representing the proceeds of insurance on or the
release of property (including securities and other personal property, if any), or payment
of or on account of obligations secured by purchase money mortgages, or subsequent to
such receipt of cash, may, at the option of the Company, not have deducted therefrom the
deductions nor added thereto the additions pursuant to Section 1.04 hereof;
(2) Withdrawal on basis of right to
issue bonds (2)  may be withdrawn from time to time by the Company in an amount equal to the
principal amount of each bond or fraction of a bond to the authentication and delivery of
which the Company shall be entitled under the provisions of Section 5.04 or Section 6.01
hereof, by virtue of compliance with all applicable provisions of said Section 5.04 or
Section 6.01, as the case may be (except as hereinafter in this Section otherwise
provided); provided, however, that (except as hereinafter in this Section otherwise
provided) the application for such withdrawal of cash shall operate as a waiver by the
Company of such right to the authentication and delivery of each such bond or fraction
thereof, on the basis of which right such cash is withdrawn, and any bonds or Qualified
Lien Bonds which have been made the basis of any such right to the authentication and
delivery of bond(s) or fraction of a bond so waived shall be deemed to have been made the
basis of the withdrawal of such cash;
(3) Applied to purchase bonds (3)  may, upon the request of the Company, be used by the Trustee for the purchase of
bonds issued hereunder in accordance with the provisions of Section 12.05; or
(4) Applied to retire or redeem bonds (4)  may, upon the request of the Company, be applied by the Trustee to the payment
at maturity of any bonds issued hereunder or to the redemption of any bonds issued
hereunder which are, by their terms, redeemable, of such series as may be designated by
the Company, such redemption to be in the manner and as provided in Article XII hereof.
Conditions upon which moneys will
be paid out Such moneys shall, from time to time, be paid out or used or applied by the Trustee, as
aforesaid, upon the request of the Company evidenced by a Resolution, and upon receipt by
the Trustee of an Officers’ Certificate stating that the Company is not in default in the
payment of the interest on any bonds then Outstanding hereunder and that no Default has
Rocky Mountain Power Exhibit E Page 132 of 220
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§13.06
occurred and is continuing. In case the withdrawal of cash is, in whole or in part, based upon
Property Additions (as permitted under the provisions of clause (1) of this Section), the
Company shall, subject to the provisions of said clause (1), comply with all applicable
provisions of this Indenture (including but not limited to the furnishing of the Engineer’s
Certificate provided for in subdivision (3) of Section 5.06 hereof and, in case the provisions of
subdivision (4) of Section 5.06 hereof are applicable, the Independent Engineer’s Certificate
provided for in said subdivision (4) of Section 5.06 hereof) as if such Property Additions were
made the basis of an application for the authentication and delivery of bonds thereon
equivalent in principal amount to seventy per centum (70%) of the cash to be withdrawn on
such basis; or in case the withdrawal of cash is, in whole or in part, based upon the right to
the authentication and delivery of bonds (as permitted under the provisions of clause (2) of
this Section) the Company shall comply with all applicable provisions of Section 5.04 or 6.01
hereof, as the case may be, relating to such authentication and delivery; except that in no
such case shall the Company be required to comply with any earnings requirement or to
deliver to the Trustee any Resolution, Officers’ Certificate, Net Earning Certificate or
Opinion of Counsel such as is described in subdivisions (1), (2), (6) and (8) of Section 5.06
hereof.
Notwithstanding any of the other provisions of this Indenture,When Property
Additions made basis
(a)  to the extent that any cash to be withdrawn under the provisions of this Section or
of a Qualified Lien represents the proceeds of property that was not Funded Property
released, taken by eminent domain or damaged or destroyed by fire or represents
payment on account of principal of, or consideration for the release of, obligations secured
by purchase money mortgage which shall have been deposited with the Trustee or with
the trustee or other holder of a Qualified Lien as the basis of the release of property that
was not Funded Property, and the application for the withdrawal of such cash is based
upon Property Additions (which shall never previously have been used as the basis of the
withdrawal of cash under subdivision (1) of this Section or under a Qualified Lien or as
the basis of the release of property under the provisions of clause (b) of subdivision (3) of
Section 13.03 hereof, as evidenced by a statement to such effect in an Engineer’s
Certificate), then such Property Additions shall not have the status of Funded Property,
of withdrawal do not become Funded Property
Rocky Mountain Power Exhibit E Page 133 of 220
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§13.06
except to the extent of any amount which shall, at the time such Property Additions were
made the basis of such withdrawal of cash, have been deducted from the Cost or fair
value of such Property Additions pursuant to the provisions of clause (A) of Section 1.04
hereof less any amount which shall then have been added thereto pursuant to the
provisions of clause (B) of said Section 1.04, and except to the extent of any amount which
shall then have been deducted in respect of Qualified Liens on such Property Additions
pursuant to Section 5.04 hereof, and
When cash withdrawn does not
represent Funded Property (b)  to the extent that any cash withdrawn, used or applied under the provisions of this
Section or of a Qualified Lien shall have represented the proceeds of property that was not
Funded Property released, taken by eminent domain or damaged or destroyed by fire or shall
have represented payment on account of principal of, or consideration for the release of,
obligations secured by purchase money mortgage which shall have been deposited with the
Trustee or the trustee or other holder of a Qualified Lien as the basis of the release of
property that was not Funded Property,
(i)  such cash shall no longer be deemed to be, or to have been at the time of such
withdrawal, use or application, Funded Cash;
(ii)  any Property Additions made the basis of such withdrawal of cash shall not be
deemed to be Funded Property except to the extent of any amount which shall, at the time
such Property Additions were made the basis of such withdrawal of cash, have been deducted
from the Cost or fair value of such Property Additions pursuant to the provisions of clause
(A) of Section 1.04 hereof less any amount which shall then have been added thereto
pursuant to the provisions of clause (B) of said Section 1.04, except to the extent of any
amount which shall then have been deducted in respect of Qualified Liens on such Property
Additions pursuant to Section 5.04 hereof; and
(iii)  any waiver of the right to the authentication and delivery of bonds, made the basis of
such withdrawal of cash, shall be revoked and cease to be effective and shall no longer be
deemed to have been made, if the Company shall, within two years after the withdrawal, use
or application of such cash, file with the Trustee such Officers’ Certificates, Engineer’s
Certificates, Independent Engineer’s Certificates, Opinions of Counsel and other papers
(other than any
Rocky Mountain Power Exhibit E Page 134 of 220
Case No. PAC-E-23-03
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§13.06
Resolution, Net Earning Certificate or Opinion of Counsel such as is described in
subdivisions (1), (6) and (8) of Section 5.06 hereof) as, under the provisions of Article V
hereof, would entitle the Company, on the basis of Property Additions acquired, made or
constructed subsequent to the receipt by the Trustee or the trustee or other holder of a
Qualified Lien of such cash, to the authentication and delivery of bonds equal in principal
amount to seventy per centum (70%) of such cash so withdrawn, used or applied, and the
inclusion of such subsequently acquired Property Additions in any such Officers’
Certificate, Engineer’s Certificate, Independent Engineer’s Certificate, Opinion of
Counsel or other papers shall not make such subsequently acquired Property Additions
Funded Property.
Any obligation secured by purchase money mortgage received or to be received by the
Trustee under any of the provisions of this Indenture in consideration of the release of any
property may be released at any time upon payment by the Company to the Trustee of all or
the unpaid portion of the principal of such obligation; provided, however, at any time after
the Trustee shall have received on account of the principal of any obligations secured by
purchase money mortgage on a specified property (from the Company, the obligor or
otherwise), an amount in cash equal to the aggregate principal amount of such obligations to
the extent made the basis of a credit in the application for the release from the Lien hereof of
such property, the Trustee shall deliver to the Company on the written request of an
Authorized Executive Officer of the Company, and the Secretary or an Assistant Secretary or
an Authorized Financial Officer of the Company, the purchase money mortgage on such
property and all obligations secured thereby then held by the Trustee including, but not
limited to, any such obligations delivered to the Trustee as required by subdivision (3) of
Section 13.03 hereof but not used as a credit thereunder.
Release of purchase money mortgage
obligations
The principal of and interest on any such obligations secured by purchase money
mortgage held by the Trustee shall be collected by the Trustee as and when the same become
payable. Unless the Company is in default in the payment of the interest on any of the bonds
then Outstanding hereunder or one or more Defaults shall have occurred and be continuing,
the interest received by the Trustee on any such obligations shall be paid over to the
Company, and any payments received by the Trustee on account of the principal of any such
obligations in excess of the amount of credit used by the Company in respect of such
Trustee shall collect purchase money mortgage obligations
Rocky Mountain Power Exhibit E Page 135 of 220
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§§13.06, 13.07
obligations upon the release of any property from the Lien hereof shall also be paid over to
the Company.
The Trustee shall have and may exercise all the rights and powers of an owner of such
obligations and of all substitutions therefor and, without limiting the generality of the
foregoing, may collect and receive all insurance moneys payable to it under any of the
provisions thereof and apply the same in accordance with the provisions thereof, may
consent to extensions thereof at a higher or lower rate of interest, may join in any plan or
plans of voluntary or involuntary reorganization or readjustment or rearrangement and may
accept and hold hereunder new obligations, stocks or other securities issued in exchange
therefor under any such plan. Any discretionary action which the Trustee may be entitled to
take in connection with any such obligations or substitutions therefor shall be taken, so long
as no Default shall exist, in accordance with the request of the Company, evidenced by a
Resolution, and during the existence of a Default in its own discretion.
Cancellation or retention by Trustee
of certain bonds Any bonds issued under this Indenture received by the Trustee pursuant to the
provisions of this Section shall forthwith be cancelled by the Trustee and any Qualified Lien
Bonds deposited with the Trustee, pursuant to the provisions of this Section shall be held by
the Trustee subject to the provisions of Article X hereof.
Release of property taken y
eminent domain or purchased
by governmental body
Opinion of Counsel
Officer’s Certificate
Application of proceeds
Section 13.07     Should any of the Mortgaged and Pledged Property (or any interest
therein) be taken by exercise of the power of eminent domain or be sold to an entity
possessing the power of eminent domain under a threat to exercise the same, and should the
Company not elect to obtain the release of such property or interest pursuant to other
provisions of this Article XIII, the Trustee shall, upon request of the Company evidenced by
an Officers’ Certificate, release from the Lien hereof all its right, title and interest in and to
the property so taken or sold, or subordinate the Lien hereof to the interest so taken or sold,
upon being furnished with an Opinion of Counsel to the effect that such property or interest
has been taken by exercise of the power of eminent domain or has been sold under threat of
an exercise of such power. Such Opinion of Counsel shall be accompanied by an Officers’
Certificate stating the amount of net proceeds received or to be received for such property or
interest so taken or sold and the amount so stated shall be deemed to be the fair value of
such property or interest for the purpose of subdivision (b) of Section 19.13 hereof. On or
before March 1st of each
Rocky Mountain Power Exhibit E Page 136 of 220
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§§13.07, 13.08
year, an amount equal to the net proceeds of all property so taken or sold during the previous
calendar year (which proceeds shall, in either event, be required to be entirely in the form of
cash) shall be paid over to the Trustee (unless the same shall have been paid or delivered to
the trustee or other holder of a Class “A” Mortgage or a Qualified Lien or lien prior hereto, in
accordance with the provisions thereof and a certificate of such trustee or other holder to
that effect shall have been furnished to the Trustee), and (if paid over to the Trustee
hereunder) may thereafter be withdrawn, used or applied in the manner, to the extent and
for the purposes and subject to the conditions provided in Section 13.06 hereof.
Section 13.08     In case the Mortgaged and Pledged Property shall be in the possession of
a receiver or trustee, lawfully appointed, the powers hereinbefore conferred upon the
Company with respect to the sale or other disposition of the Mortgaged and Pledged Property
or the withdrawal of cash may be exercised, with the approval of the Trustee, by such
receiver or trustee, notwithstanding the Company may be in default and any request,
certificate, appointment or approval made or signed by such receiver or trustee for such
purposes shall be as effective as if made by the Company or its Board of Directors or any of
its officers or appointees in the manner herein provided; and if the Trustee shall be in
possession of the Mortgaged and Pledged Property under any provision of this Indenture,
then such powers may be exercised by the Trustee in its discretion notwithstanding that the
Company may be in default.
If property is hands of receiver or
trustee
Notwithstanding the existence of a default in the payment of interest on any bonds
Outstanding hereunder or the existence of a Default, the Trustee, in its discretion, may
release from the Lien hereof any part of the Mortgaged and Pledged Property or permit the
withdrawal of cash, upon compliance with the other conditions specified in this Article in
respect thereof.
Release of property or withdrawal of
cash in the discretion of Trustee
No purchaser in good faith of property purporting to have been released hereunder shall
be bound to ascertain the authority of the Trustee to execute the release, or to inquire as to
any facts required by the provisions hereof for the exercise of this authority; nor shall any
purchaser or grantee of any property or rights permitted by this Article to be sold, granted,
exchanged, dedicated or otherwise disposed of, be under obligation to ascertain or inquire
into the authority of the Company to make any such sale, grant, exchange, dedication or
other disposition.
Purchaser in good faith not put on
inquiry
Rocky Mountain Power Exhibit E Page 137 of 220
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§§13.09, 13.10
Release based on release from
Class “A” Mortgage Section 13.09     In lieu of the other provisions for the release of Mortgaged and Pledged
Property provided in this Indenture, unless the Company is in default in the payment of the
interest on any bonds then Outstanding hereunder or one or more Defaults shall have
occurred and be continuing, the Company may in the alternative obtain the release of any of
the Mortgaged and Pledged Property which is subject to the lien of a Class “A” Mortgage
(except cash, Qualified Lien Bonds, Class “A” Bonds or obligations secured by purchase
money mortgage) by delivery to the Trustee of the Officers’ Certificate provided for in
subdivision (1) of Section 13.03 hereof, the Engineer’s Certificate provided for in
subparagraphs (a), (b), (d) and (f) of subdivision (2) of Section 13.03 hereof, the Opinion of
Counsel provided for in subdivision (7) of Section 13.03 hereof and a copy of a release of such
Mortgaged and Pledged Property from the lien of a Class “A” Mortgage executed by the
trustee of such Class “A” Mortgage.
Quitclaim of property not subject to Lien Section 13.10     In case the Company has sold, exchanged, dedicated or disposed of, or
intends or has agreed to sell, exchange, dedicate or dispose of, or a governmental body or
agency has lawfully ordered the Company to divest itself of, any property of a character
excepted from the Lien hereof, or the Company desires to disclaim or quitclaim title to
property to which the Company does not purport to have title, the Trustee shall, from time to
time, execute such instruments of disclaimer or quitclaim as may be appropriate upon
receipt by the Trustee of the following:
(1)  an Officers’ Certificate complying with the requirements of Section 22.05 hereof
and describing in reasonable detail the property to be disclaimed or quitclaimed; and
(2)  an Opinion of Counsel complying with the requirements of Section 22.05 hereof
and stating the signer’s opinion that such property is not subject to the Lien hereof or
required to be subject thereto by any of the provisions hereof; and stating that the
execution of such disclaimer or quitclaim is appropriate.
Rocky Mountain Power Exhibit E Page 138 of 220
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Art. XIV, §14.01; Art. XV, §15.01
ARTICLE XIV
Discharge of Class “A” Mortgage
Section 14.01     At the option of the Company as evidenced by a written request signed
by an Authorized Executive Officer of the Company, and by the Secretary or an Assistant
Secretary or an Authorized Financial Officer of the Company, and accompanied (a) by an
Opinion of Counsel to the effect that upon satisfaction of the Class “A” Mortgage the Lien of
this Indenture will constitute a lien on substantially all of the property formerly subject to
the lien of such Class “A” Mortgage (except such property as is excepted from the Lien
hereof) subject to no lien prior or equal to the Lien of this Indenture except Qualified Liens
and Excepted Encumbrances and (b) by an Officers’ Certificate to the effect that no Class “A”
Bonds are Outstanding under such Class “A” Mortgage other than the Class “A” Bonds held
hereunder and that promptly upon such surrender the Class “A” Mortgage will be satisfied
pursuant to the terms thereof, the Trustee shall surrender for cancellation to the trustee
under such Class “A” Mortgage all Class “A” Bonds issued under said Class “A” Mortgage
then held by the Trustee.
Discharge of Class “A” Mortgage
ARTICLE XV
Remedies of Trustee and Bondholders Upon Default
Section 15.01     The following events are hereby defined for all purposes of this Indenture
(except where the term is otherwise defined for specific purposes) as “Defaults”:
“Defaults”
(a)  Failure to pay the principal of any bond hereby secured when the same shall
become due and payable, whether at maturity, as therein expressed, or by declaration or
otherwise;
(b)  Failure to pay interest upon any bond hereby secured for a period of sixty (60)
days after such interest shall have become due and payable;
(c)  Failure to pay interest upon or principal (whether at maturity, as therein
expressed, or by declaration, or otherwise) of any Outstanding Qualified Lien Bonds
continued beyond the period of grace, if any, specified in the Qualified Lien securing the
same;
(d)  Failure to pay any installment of any fund required to be applied to the purchase
or redemption of any of the bonds hereby
Rocky Mountain Power Exhibit E Page 139 of 220
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§15.01
secured for a period of sixty (60) days after the same shall have become overdue and payable;
(e)  The expiration of a period of ninety (90) days following the entry of a decree or order
by a court having jurisdiction in the premises for relief in respect of the Company under the
Federal Bankruptcy Act or any other applicable Federal or State law of a similar nature, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of or for the Company or for all or substantially all of its property, or ordering the
winding up or liquidation of its affairs unless during such period such decree, order or
appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official shall be vacated or shall be stayed on appeal or otherwise or shall have
otherwise ceased to continue in effect;
(f)  The commencement by the Company of a voluntary case, or the institution by it of
proceedings to be adjudicated bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or
consent seeking reorganization, arrangement or relief under the Federal Bankruptcy Act or
any other applicable Federal or State law of a similar nature, or the consent or acquiescence
by it to the filing of any such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or for all or substantially all of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action;
(g)  The expiration of a period of ninety (90) days after the receipt by the Company of a
written demand (citing this provision) from the Trustee or (with copy to the Trustee) from
the holders of fifteen per centum (15%) in principal amount of the bonds at the time
Outstanding hereunder (determined as provided in Section 15.07 hereof) that the Company
perform a specified covenant or agreement contained herein or in any indenture
supplemental hereto or in any bond secured hereby, which specified covenant or agreement
the Company shall have failed to perform prior to the mailing of such notice, unless
Rocky Mountain Power Exhibit E Page 140 of 220
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§§15.01, 15.02
the Company during such period shall have performed such specified covenant or
agreement or, if such covenant or agreement cannot reasonably have been performed
during such period, then the Company shall have commenced and be diligently pursuing
such performance. The Trustee may, and, if requested in writing so to do by the holders of
a majority in principal amount of the bonds then Outstanding, shall, make such demand;
(h)  The existence of any “Default”, as defined under the Pacific Mortgage, or the
existence of any “Default”, as defined under the Utah Mortgage, or the existence of any
default under another Class “A” Mortgage, which then permits the declaration of the
principal of all of the bonds secured by such Class “A” Mortgage and the interest accrued
thereupon due and payable;
provided that with respect to subdivisions (c) and (h) of this Section 15.01, if such default or
Default, as the case may be, under such Qualified Lien or Class “A” Mortgage shall be
remedied or cured by the Company or waived by the holders of such indebtedness, then the
Default hereunder by reason thereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part of either the Trustee or any
of the holders; and provided, further, that, subject to the provisions of Sections 19.01 and
19.02 hereof, the Trustee shall not be charged with knowledge of any such default or Default,
as the case may be, unless written notice thereof shall have been given to the Trustee by the
Company, by a holder or an agent of the holder of any such indebtedness, by a trustee then
acting under any Qualified Lien or Class “A” Mortgage under which such default or Default,
as the case may be, shall have occurred, or by the holders of not less than twenty-five per
centum (25%) in aggregate principal amount of all the bonds then outstanding.
Section 15.02     The Trustee shall, within ninety (90) days after the occurrence thereof,
give to the bondholders and any trustee under a Class “A” Mortgage, in the manner and to
the extent provided in subdivision (c) of Section 19.13 hereof, notice of all defaults known to
the Trustee, unless such defaults shall have been cured before the giving of such notice (the
term “defaults” for the purposes of this Section being hereby defined to be the events
specified in subdivisions (a), (b), (c), (d), (e), (f), (g) and (h) of Section 15.01 hereof not
including any periods of grace provided for in said subdivisions) but in the case of any default
as specified
Notice to defaults
Rocky Mountain Power Exhibit E Page 141 of 220
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§§15.02, 15.03
in subdivision (g) of Section 15.01 hereof, no such notice shall be given until at least sixty
(60) days after the occurrence thereof; provided that, except in the case of default in the
payment of the principal of or interest on any of the bonds hereby secured, or in the payment
of any installment of any fund required to be applied to the purchase or redemption of any of
the bonds hereby secured, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determine that the withholding of such
notice is not detrimental to the interests of the bondholders.
Declaration of principal and accrued interest due upon Default.
Holders of majority of bonds may annul declaration
Section 15.03 Upon the occurrence of a Default, the Trustee may, and upon the written
request of the holders of a majority in principal amount of the bonds then Outstanding
(determined as provided in Section 15.07 hereof) shall, and the holders of twenty-five per
centum (25%) in principal amount of the bonds at the time Outstanding hereunder may, by
notice in writing given to the Company (and to the Trustee if such notice be given by the
bondholders), unless prior to such declaration all covenants with respect to which Default
shall have occurred, shall have been fully performed or cured and all indebtedness secured
hereby (other than expenses and charges of the Trustee), except the principal of any bonds
not then due by their terms (other than by such declaration) and except interest accrued on
such bonds since the last interest payment date, shall be paid, or the amount thereof shall be
paid to the Trustee for the benefit of those entitled thereto, declare the principal of all of the
bonds hereby secured and the interest accrued thereon immediately due and payable, and
such principal and interest shall thereupon become and be immediately due and payable;
subject, however, to the right of the holders of a majority in principal amount of all
Outstanding bonds, by written notice to the Company and to the Trustee, thereafter to annul
such declaration and destroy its effect at any time before any sale hereunder, if, before any
such sale, all covenants with respect to which a Default shall have occurred shall be fully
performed or cured, and all other indebtedness secured hereby except the principal of any
bonds not then due by their terms (other than by such declaration) and except interest
accrued on such bonds since the last interest payment date, shall be paid, or the amount
thereof shall be paid to the Trustee for the benefit of those entitled thereto.
Rocky Mountain Power Exhibit E Page 142 of 220
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§§15.04, 15.05
Section 15.04 Upon the occurrence of one or more Defaults, the Company upon demand
of the Trustee, shall (if at the time such action shall be lawful) forthwith surrender to the
Trustee the actual possession of, and (if at the time such action shall be lawful) the Trustee,
by such officer or agent as it may appoint, may take possession of, all the Mortgaged and
Pledged Property (with the books, papers and accounts of the Company) and hold, operate
and manage the same, and from time to time make all needful repairs and such extensions,
additions and improvements as to the Trustee shall seem wise; and receive the tolls, rents,
revenues, issues, earnings, income, products and profits thereof, and out of the same pay all
proper costs and expenses of so taking, holding, managing and operating the same, including
reasonable compensation to and expenses of the Trustee, its agents and counsel, and any
charges of the Trustee hereunder, and any taxes and assessments and other charges prior to
the Lien of this Indenture which the Trustee may deem it wise to pay, and all expenses of
such repairs, extensions, additions and improvements, and apply the remainder of the
moneys so received by the Trustee, subject to the provisions of Section 15.12 hereof with
respect to extended, transferred or pledged coupons or claims for interest, first to the
payment of the installments of interest which are due and unpaid, in order of their maturity,
and next, if the principal of any of said bonds is due, to the payment of the principal and
accrued interest thereon pro rata without any preference or priority whatever, except as
aforesaid. Whenever all that is due upon such bonds and installments of interest and under
any of the terms of this Indenture shall have been paid and all Defaults cured, the Trustee
shall surrender possession to the Company, its successors or assigns; the same right of entry,
however, to exist upon any subsequent Default.
Trustee may take possession of and operate property.
Application of income
When Trustee shall surrender possession to Company
Section 15.05 Upon the occurrence of one or more Defaults, the Trustee, by such officer
or agent as it may appoint, with or without entry, may, if at the time such action shall be
lawful, sell all the Mortgaged and Pledged Property as an entirety, or in such parcels as the
holders of a majority in principal amount of the bonds Outstanding hereunder (determined
as provided in Section 15.07 hereof) shall in writing request, or in the absence of such
request, as the Trustee may determine, at public auction, at some convenient place in the
City of Portland, Oregon, or such other place or places as may be required by law, having
first given notice of such sale by publication in at least one Daily Newspaper of general
circulation in the City of Portland, Oregon (if there be such a Daily
Power to sell all Mortgaged and Pledged Property
Notice by publications
Rocky Mountain Power Exhibit E Page 143 of 220
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§§15.05, 15.06, 15.07
Newspaper), once preceding such sale, to be made not less than twenty (20) days prior to the
date of such sale, and by like publication in at least one Daily Newspaper of general
circulation in the Borough of Manhattan, the City of New York, New York, and any other
notice which may be required by law, and from time to time may (to the extent permitted by
law) adjourn such sale in their discretion by announcement at the time and place fixed for
such sale without further notice, and upon such sale may make and deliver to the purchaser
or purchasers a good and sufficient instrument or instruments of conveyance, assignment or
transfer for the same, which sale shall, to the extent then permitted by law, be a perpetual
bar, both at law and in equity, against the Company and all persons, firms and corporations
lawfully claiming or who may claim by, through or under it.
Judicial proceedings Section 15.06 In case of the breach of any of the covenants or conditions of this
Indenture, the Trustee shall have the right and power to take appropriate judicial
proceedings for the enforcement of its rights and the rights of the bondholders hereunder. In
case of a Default, the Trustee may either after entry, or without entry, proceed by suit or
suits at law or in equity to enforce payment of the bonds then Outstanding hereunder and to
foreclose this Indenture and to sell the Mortgaged and Pledged Property under the judgment
or decree of a court or courts of competent jurisdiction.
Remedies cumulative No remedy by the terms of this Indenture conferred upon or reserved to the Trustee (or to
the bondholders), is intended to be exclusive of any other remedy, but each and every such
remedy shall be cumulative and shall be in addition to any other remedy given hereunder or
now or hereafter existing at law or in equity or by statute.
Delay, etc. no waiver of rights No delay or omission to exercise any right or power accruing upon any Default shall
impair any such right or power or shall be construed to be a waiver of any such Default or
acquiescence therein; and every such right and power may be exercised from time to time
and as often as may be deemed expedient.
Waiver of Default not to extend to subsequent Default.No waiver of any Default, whether by the Trustee or by the bondholders, shall extend to
or shall affect any subsequent Default or shall impair any rights or remedies consequent
thereon.
Bondholders may direct
proceedings Section 15.07 The holders of not less than a majority in principal amount of the bonds
at the time Outstanding hereunder may direct the
Rocky Mountain Power Exhibit E Page 144 of 220
Case No. PAC-E-23-03
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§§15.07, 15.08
time, method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, provided, however,
that such direction shall not be otherwise than in accordance with the provisions of law and
this Indenture and that, subject to the provisions of Section 19.01 and 19.02 hereof, the
Trustee shall have the right to decline to follow any such direction if the Trustee in good
faith shall by Responsible Officers determine that the action or proceeding so directed would
involve the Trustee in personal liability or be unjustifiably prejudicial to nonassenting
bondholders or that it will not be sufficiently indemnified for any expenditures in any action
or proceeding so directed.
For the purposes of this Section and of Sections 9.06, 15.01, 15.03, 15.05, 19.02, 19.14,
19.15, 21.02, 21.06, 21.10 and 22.06 hereof, and for the purpose of waiving, in accordance
with any of the provisions of Section 21.07 hereof, any past Default of the Company and the
consequences thereof, in determining whether the holders of the required percentage of the
principal amount of bonds have concurred or participated in any direction or consent,
(a) bonds for the purchase of which money in the necessary amount shall have been
deposited with or shall then be held by the Trustee with irrevocable direction to apply the
same to the purchase thereof shall be deemed Outstanding and (b) bonds owned by the
Company, or by any person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company (unless all bonds at the time Outstanding
hereunder are then so owned), shall be disregarded, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such direction or
consent, only bonds which the Trustee knows are so owned shall be so disregarded. Bonds so
owned which have been pledged in good faith may be regarded as Outstanding for the
purposes of this paragraph, if the pledgee shall establish to the satisfaction of the Trustee
the pledgee’s right to vote such bonds and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company. In case of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee.
Situations when bonds owned by Company and certain other bonds to be disregarded
Section 15.08 In case of a Default, and upon the filing of a bill in equity or other
commencement of judicial proceedings to enforce the rights of the Trustee and of the
bondholders under this Indenture, the Trustee shall be entitled, as a matter of right (to the
extent that such
Appointment of receiver
Rocky Mountain Power Exhibit E Page 145 of 220
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§§15.08, 15.09, 15.10, 15.11
right is enforceable under applicable law), to the appointment of a receiver or receivers of the
Mortgaged and Pledged Property, and of the tolls, rents, revenues, issues, earnings, income,
products and profits thereof, pending such proceedings, with such powers as the court
making such appointment shall confer, whether or not the Mortgaged and Pledged Property
shall be adequate to satisfy the bonds then outstanding.
All bonds to become due and payable upon sale of property Section 15.09 Upon any sale being made either under the power of sale hereby given or
under judgment or decree in any judicial proceedings, for the foreclosure or otherwise for the
enforcement of this indenture, the principal of all bonds then secured hereby, if not
previously due, shall become and be immediately due and payable.
Purchase by bondholder at
sale of property
Bonds as part of purchase price
Section 15.10 Upon any sale made either under the power of sale hereby given or under
judgment or decree in any judicial proceedings for foreclosure or otherwise for the
enforcement of this Indenture, any bondholder or bondholders may bid for and purchase the
Mortgaged and Pledged Property or any part thereof and upon compliance with the terms of
sale may hold, retain and possess and dispose of such property in his, her, their or its own
absolute right without further accountability, and any purchasers at any such sale may, in
paying the purchase money, turn in any of the bonds Outstanding hereunder and coupons or
claims for interest outstanding hereunder in lieu of cash to the amount which shall, upon
distribution of the net proceeds of such sale, be payable thereon, subject, however, to the
provisions of Section 15.12 hereof with respect to extended, transferred or pledged coupons or
claims for interest. Said bonds and coupons, in case the amounts so payable thereon shall be
less than the amount due thereon, shall be returned to the holders thereof after being
appropriately stamped to show partial payment.
Receipt of Trustee or sale
officer as discharge to
purchaser
Section 15.11 Upon any sale made either under the power of sale hereby given or under
judgment or decree in any judicial proceedings for the foreclosure or otherwise for the
enforcement of this Indenture, the receipt of the Trustee or of the officer making such sale
shall be a sufficient discharge to the purchaser or purchasers at any sale for his, her, its or
their purchase money and such purchaser or purchasers, his, her, its or their assigns or
personal representatives, shall not, after paying such purchase money and receiving such
receipt of the Trustee or of such officer therefor, be obliged to see to the application of such
purchase
Rocky Mountain Power Exhibit E Page 146 of 220
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§§15.11, 15.12
money, or be in anywise answerable for any loss, misapplication or non-application thereof.
Any sale made either under the power of sale hereby given or under judgment or decree
in any judicial proceedings for the foreclosure or otherwise for the enforcement of this
Indenture shall, if and to the extent then permitted by law, operate to divest all right, title,
interest, claim and demand whatsoever, either at law or in equity, of the Company of, in and
to the property so sold, and be a perpetual bar both at law and in equity against the
Company, its successors and assigns and against any and all persons, firms or corporations
claiming or who may claim the property sold; or any part thereof, from, through or under the
Company, its successors or assigns.
Effect of sale on rights of Company
Section 15.12 The proceeds of any sale made either under the power of sale hereby
given, or under judgment or decree in any judicial proceedings for the foreclosure or
otherwise for the enforcement of this Indenture, together with any other amounts of cash
which may then be held by the Trustee, as part of the Mortgaged and Pledged Property, shall
be applied, as follows:
Disposition of proceeds of sale
Order of application:
First.—To the payment of all taxes, assessments, governmental charges, Qualified
Liens and liens prior to the Lien of this Indenture, except those subject to which such sale
shall have been made, and of all the costs and expenses of such sale, including reasonable
compensation to and expenses of the Trustee, its agents and its attorneys, and of all other
sums payable to the Trustee hereunder (and any predecessor Trustee) by reason of any
expenses or liability incurred (in good faith and without negligence by the Trustee) or
advances made in connection with the management or administration of the trusts
hereby created in accordance with Section 19.09 hereof;
(1)   Taxes, etc., compensation
of Trustee
Second.—To the payment in full of the amounts then due and unpaid for principal,
premium and interest upon the bonds then secured hereby; and in case such proceeds
shall be insufficient to pay in full the amounts so due and unpaid, then to the payment
thereof ratably, without preference or priority as to principal, premium or interest, or of
any installment of interest over any other installment of interest; provided, however, that
if the time for the payment of any coupon or claim for interest upon any of the bonds
secured hereby shall have been extended (except pursuant to action taken
(2)   Principal and interest
Rocky Mountain Power Exhibit E Page 147 of 220
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§§15.12, 15.13
under Article XXI hereof) by or with the consent of the Company, or if any thereof at or
after maturity shall have been transferred or pledged separate from the bond to which
they relate, such coupons or claims for interest shall not be entitled in case of Default
hereunder to the benefit or security of this Indenture except after the prior payment in
full of the principal and premium, if any, of all bonds issued hereunder and then secured
hereby and of all coupons and claims for interest on such bonds the payment of which has
not been so extended, or not so transferred or pledged; but the foregoing provisions of this
paragraph Second shall not be applicable to any coupon or claim for interest the time for
the payment of which shall have been extended, if such extension be pursuant to a plan
proposed by the Company to all holders of any one or more series of bonds then
Outstanding and accepted by and binding upon the holder of such coupon or claim for
interest; and
(3)   Surplus to Company Third.—Any surplus thereof remaining to the Company, its successors or assigns or
to, him, her, them or it whosoever may be lawfully entitled to receive the same.
Waiver of advantage of any appraisement, valuation, stay,
extension or redemption laws
and rights to marshal assets
Section 15.13 In case of a Default, to the extent that such rights may then lawfully be
waived, neither the Company nor anyone claiming through or under it shall or will set up,
claim, or seek to take advantage of any appraisement, valuation, stay, extension or
redemption laws now or hereafter in force in any locality where any of the Mortgaged and
Pledged Property may be situated, in order to prevent or hinder the enforcement or
foreclosure of this Indenture, or the absolute sale of the Mortgaged and Pledged Property, or
the final and absolute putting into possession thereof, immediately after such sale, of the
purchaser or purchasers thereat, but the Company, for itself and all who may claim through
or under it, hereby waives, to the extent that it lawfully may so do, the benefit of all such
laws and all right of appraisement and redemption to which it may be entitled under the
laws of any State where any of the Mortgaged and Pledged Property may be situated. The
Company, for itself and all who may claim through or under it, waives, to the extent that it
lawfully may do so, any and all right to have the estates comprised in the security intended
to be created hereby marshalled upon any foreclosure of the Lien hereof, and agrees that any
court having jurisdiction to foreclose such Lien may sell the Mortgaged and Pledged Property
as an entirety.
Rocky Mountain Power Exhibit E Page 148 of 220
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§15.14
Section 15.14 The Company covenants that if default shall be made in the payment of
the principal of any bond hereby secured when the same shall become payable, whether by
the maturity of said bond or otherwise or in the case of a default in the payment of the
interest on any bond for a period of sixty (60) days after such interest shall have become due
and payable, then upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the bonds and coupons then secured hereby, the whole amount due
and payable on all such bonds and coupons for principal, premium, if any, and interest, with
interest, upon the overdue principal at the same rate borne by the bonds which are overdue.
Payment of principal and interest by Company
In the case of a default in payment of the principal of any bond, when the same shall
become due and payable, or in the case of a default in the payment of the interest on any
bond for a period of sixty (60) days after such interest shall have become due and payable,
the Trustee may recover judgment, in its own name and as trustee of an express trust,
against the Company for the whole amount of such principal, interest and any premium
remaining unpaid together with interest upon the overdue principal at the same rate borne
by the bonds which are overdue.
Trustee may recover judgment
The Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and of the bondholders
allowed in any judicial proceedings relative to the Company or its creditors, or its property.
In case of any receivership, insolvency, bankruptcy, reorganization or other similar
proceedings affecting the Company or its property, the Trustee, irrespective of whether the
principal of the bonds shall then be due and payable and irrespective of whether the Trustee
shall have made any demand for such payment, shall be entitled and empowered either in its
own name or as trustee of an express trust or as attorney-in-fact for the holders of the bonds
and coupons, or in any one or more of such capacities, to file a proof of claim for the whole
amount of principal and interest (with interest upon such overdue principal at the same rate
borne by the bonds which are overdue) which may be or become owing and unpaid in respect
of the bonds and for any additional amount which may be or become payable by the
Company hereunder, without regard to or deduction for any amount which may have been or
which may thereafter be received, collected or realized by the Trustee from or out of the
Mortgaged and Pledged Property or any part thereof or from or out of the proceeds thereof or
any part thereof; but nothing in this Indenture contained shall
Proofs of claim
Rocky Mountain Power Exhibit E Page 149 of 220
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§§15.14, 15.15
authorize the Trustee to accept or consent to any composition or plan of reorganization on
behalf of any bondholder.
Judgment may be taken by
Trustee
Lien of Indenture not to be
affected by judgement or levy
of execution thereon
The Trustee, to the extent permitted by law, shall be entitled to sue and recover
judgment and/or to file and prove such claim as aforesaid either before or after or during the
pendency of any proceedings for the enforcement of the Lien of this Indenture upon the
Mortgaged and Pledged Property, and in case of a sale of any of the Mortgaged and Pledged
Property and of the application of the proceeds of sale to the payment of the debt hereby
secured, the Trustee in its own name and as trustee of an express trust, shall be entitled to
enforce payment of and to receive all amounts then remaining due and unpaid upon any and
all the bonds and coupons then Outstanding hereunder, for the benefit of the holders thereof,
and the Trustee shall be entitled to recover judgment for any portion of the debt remaining
unpaid, with interest. No recovery of any such judgment by the Trustee and no levy of any
execution upon any such judgment upon any of the Mortgaged and Pledged Property or upon
any other property shall in any manner or to any extent affect the Lien of this Indenture
upon the Mortgaged and Pledged Property or any part thereof, or any rights, powers or
remedies of the Trustee hereunder, or any lien, rights, powers or remedies of the holders of
said bonds, but such lien, rights, powers and remedies of the Trustee and of the bondholders
shall continue unimpaired as before.
Application of moneys collected by Trustee Any moneys thus collected or received by the Trustee under this Section shall be applied
by it first, to the payment of its expenses, disbursements and compensation and the
expenses, disbursements and compensation of its agents and attorneys, and, second, toward
payment of the amounts then due and unpaid upon such bonds and coupons in respect of
which such moneys shall have been collected, ratably and without preference or priority of
any kind (subject to the provisions of Section 15.12 hereof with respect to extended,
transferred or pledged coupons and claims for interest), according to the amounts due and
payable upon such bonds and coupons, respectively, at the date fixed by the Trustee for the
distribution of such moneys, with interest upon overdue principal at the same rate borne by
the bonds which are overdue, upon presentation of the several bonds and coupons and upon
stamping such payment thereon, if partly paid, and upon surrender thereof, if fully paid.
Possession of bonds
unnecessary in action by Trustee
Section 15.15 All rights of action (including the right to file proofs of claim) under this
Indenture or under any of the bonds or coupons may
Rocky Mountain Power Exhibit E Page 150 of 220
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§§15.15, 15.16
be enforced by the Trustee without the possession of any of the bonds or coupons or the
production thereof in any trial or other proceeding relating thereto and any such suit or
proceeding instituted by the Trustee shall be brought in its name as Trustee, and any
recovery of judgment shall be for the equal benefit of the holders of the Outstanding
bonds and coupons, subject to the provisions of Section 15.12 hereof with respect to
extended, transferred or pledged coupons and claims for interest.
In any proceeding brought by the Trustee (including also any proceeding involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), such
Trustee shall be held to represent all the holders of the bonds and coupons secured by this
Indenture and it shall not be necessary to make such holders of the bonds and coupons
parties to any such proceedings.
Bondholders not necessary
parties to action
Section 15.16 No holder of any bond or coupon shall have any right to institute any
suit, action or proceeding in equity or at law for the foreclosure of this Indenture or for the
execution of any trust hereof or for the appointment of a receiver or any other remedy
hereunder unless such holder shall have previously given to the Trustee written notice of a
Default, nor unless also the holders of twenty-five per centum (25%) in principal amount of
the bonds then Outstanding hereunder shall have made written request to the Trustee and
shall have offered it reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such suit, action or proceeding in its own name and shall
have offered to the Trustee security and indemnity satisfactory to the Trustee against the
costs, expenses and liabilities to be incurred thereby without negligence or bad faith, and the
Trustee shall have declined to take such action or shall have failed so to do within sixty (60)
days thereafter; it being understood and intended that no one or more holders of the bonds or
coupons shall have any right in any manner whatsoever to affect, disturb or prejudice the
Lien of this Indenture by his, her, its or their action to enforce any right hereunder except in
the manner herein provided, and that all proceedings at law or in equity shall be instituted,
had and maintained in the manner herein provided and for the equal benefit of all holders of
Outstanding bonds and coupons. Such notification, request and offer of indemnity are hereby
declared, at the option of the Trustee, but subject to the provisions of Sections 19.01 and
19.02 hereof, to be conditions precedent to the execution by it of the powers and trusts of this
Indenture and to the exercise by it of any action or cause of action or remedy hereunder.
Right of bondholders to institute legal proceedings
Rocky Mountain Power Exhibit E Page 151 of 220
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§§15.16, 15.17; Art. XVI, §16.01
Right of bondholders to enforce payment not to be impaired
Notwithstanding any other provision of this Indenture, the right of any holder of any
bond to receive payment of the principal of and interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or affected without the
consent of such holder.
Waiver of periods of grace Section 15.17 The Company may waive any period of grace provided for in this Article.
If proceedings abandoned, Trustee and Company
restored to former position
and rights
In case the Trustee shall have proceeded to enforce any right under this Indenture by
foreclosure, entry or otherwise, and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Trustee, then and
in every such case the Company and the Trustee shall be restored to their former positions
and rights hereunder with respect to the Mortgaged and Pledged Property, and all rights,
remedies and powers of the Trustee shall continue as if no such proceedings had been taken.
ARTICLE XVI
Evidence of Rights of Bondholders and
Ownership of Bonds
Execution of instruments by
bondholders
Proof of execution
Section 16.01 Any request, declaration or other instrument, which this Indenture may
require or permit to be signed and executed by the bondholders, may be in any number of
concurrent instruments of similar tenor, and shall be signed or executed by such bondholders
in person or by an attorney appointed in writing. Proof of the execution of any such request
or other instrument, or of a writing appointing any such attorney, or of the holding by any
person of the bonds or coupons appertaining thereto, shall be sufficient (subject, in so far as
the Trustee is concerned, to the provisions of Section 19.01 and Section 19.02 hereof) for any
purpose of this Indenture (except as otherwise herein expressly provided) if made in the
following manner:
(a)   Notary’s certificate (a)  The fact and date of the execution by any person of such request or other
instrument or writing may be proved by a witness or by a certificate acknowledged before
a Notary Public or other officer authorized to take acknowledgments;
(b)   Certificate of trust
company, bank, etc.(b)  The amount of bonds transferable by delivery held by any person executing such
request or other instrument as a bondholder,
Rocky Mountain Power Exhibit E Page 152 of 220
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§§16.01, 16.02
and the series and serial numbers thereof, held by such person, and the date of his, her or
its holding the same, may be proved by a certificate executed by any trust company, bank,
banker or other depositary wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such person had
on deposit with such depositary the bonds described in such certificate. The Trustee may
nevertheless in its discretion require further proof in cases where it deems further proof
desirable. The ownership of registered bonds shall be proved by the registry books.
Any request, consent or vote of the owner of any bond shall bind all future holders and
owners of said bond or any bond issued in exchange or substitution for said bond in respect of
anything done or suffered by the Company or the Trustee in pursuance thereof.
Consent or vote binding on
future bondholder
Section 16.02 The Company and the Trustee (or any agent of the Company or the
Trustee) may deem and treat the bearer of any temporary or coupon bond Outstanding
hereunder, which shall not at the time be registered as to principal as hereinbefore
authorized, and the bearer of any coupon for interest on any such bond, whether such bond
shall be registered or not, as the absolute owner of such bond or coupon, as the case may be,
whether or not such bond or coupon shall be overdue, for the purpose of receiving payment
thereof or on account thereof and for all other purposes, and neither the Company nor the
Trustee shall be affected by any notice to the contrary.
Ownership of temporary or coupon bonds
The Company and the Trustee (and their agents) may, subject to the provisions of this
Indenture providing for the use of a record date in certain cases, deem and treat the person
in whose name any fully registered bond Outstanding hereunder shall be registered upon the
books of the Company, as herein authorized, as the absolute owner of such bond for the
purpose of receiving payment of or on account of the principal of and interest on such bond
and for all other purposes, and they may deem and treat the person in whose name any
coupon bond shall be so registered as to principal as the absolute owner thereof for the
purpose of receiving payment of or on account of the principal thereof and for all other
purposes, except to receive payment of interest represented by outstanding coupons; and all
such payments so made to any such registered owner, or upon his, her or its order, shall be
valid and effectual to satisfy and discharge the liability upon such bond to the
Ownership of registered
bonds
Rocky Mountain Power Exhibit E Page 153 of 220
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§16.02; Art. XVII, §17.01
Inspection of bonds extent of the sum or sums so paid, and neither the Company nor the Trustee shall be affected
by any notice to the contrary. Neither the Company nor the Trustee (or their agents) shall be
bound to recognize any person as the holder of a bond Outstanding under this Indenture
unless and until his, her or its bond is submitted for inspection, if required, except as may
otherwise be provided by regulations made under Section 21.03 hereof, and his, her or its
title thereto satisfactorily established, if disputed.
ARTICLE XVII
Immunity of Incorporators, Subscribers to the
Capital Stock, Shareholders, Officers and Directors
No recourse clause Section 17.01 No recourse under or upon any obligation, covenant or agreement
contained in this Indenture (including any indenture supplemental hereto) or in any bond or
coupon hereby secured, or because of the creation of any indebtedness hereby secured, shall
be had 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 by any legal or equitable proceeding or otherwise; it being expressly agreed
and understood that this Indenture and the obligations hereby secured are solely corporate
obligations, and that no such personal liability shall attach to, or be incurred by, such
incorporators, subscribers to the capital stock, shareholders, officers or directors of the
Company or of any predecessor or successor corporation, or any of them, as such, because of
the incurring of the indebtedness hereby authorized, or under or by reason of any of the
obligations, covenants or agreements contained in this Indenture or in any of the bonds or
coupons hereby secured, or implied therefrom, and that any and all such personal liability of
every name and nature, and any and all such rights and claims against every such
incorporator, subscriber to the capital stock, shareholder, officer or director, as such, whether
arising at common law or in equity, or created by rule of law, statute, constitution or
otherwise, are expressly released and waived as a condition of, and as part of the
consideration for, the execution of this Indenture and the issue of the bonds and interest
obligations secured hereby.
Rocky Mountain Power Exhibit E Page 154 of 220
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Art. XVIII, §§18.01, 18.02
ARTICLE XVIII
Effect of Merger, Consolidation, Etc.
Section 18.01 Nothing in this Indenture shall prevent any consolidation of the
Company with, or merger of the Company into, any corporation having corporate authority
to carry on any of the businesses mentioned in the first sentence of Section 1.04 hereof, or
any conveyance, transfer or lease, subject to the Lien of this Indenture, of all or substantially
all of the Mortgaged and Pledged Property as an entirety to any corporation lawfully entitled
to acquire or lease or operate the same; provided, however, and the Company covenants and
agrees, that such consolidation, merger, conveyance, transfer or lease shall be upon such
terms as fully to preserve and in no respect to impair the Lien or security of this Indenture,
or any of the rights or powers of the Trustee or the bondholders hereunder; and provided,
further, that any such lease shall be made expressly subject to immediate termination by the
Company or by the Trustee at any time during the continuance of a Default, and also by the
purchaser of the property so leased at any sale thereof hereunder, whether such sale be
made under the power of sale hereby conferred or under judicial proceedings; and provided,
further, that, upon any such consolidation, merger, conveyance or transfer, or upon any such
lease the term of which extends beyond the date of maturity of any of the bonds secured
hereby, the due and punctual payment of the principal and interest of all said bonds
according to their tenor and the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be kept or performed by the Company shall be
expressly assumed by an instrument in writing executed and delivered to the Trustee by the
corporation formed by such consolidation or into which such merger shall have been made, or
acquiring all or substantially all the Mortgaged and Pledged Property as an entirety, as
aforesaid, or by the lessee under any such lease the term of which extends beyond the date of
maturity of any of the bonds secured hereby.
Company may merge,
consolidate, etc., upon certain terms
No impairment of Lien
Assumption of obligation
Section 18.02 In case the Company, as permitted by Section 18.01 hereof, shall be
consolidated with or merged into any other corporation or shall convey or transfer, subject to
the Lien of this Indenture, all or substantially all the Mortgaged and Pledged Property as an
entirety, the successor corporation formed by such consolidation, or into which the Company
shall have been merged, or which shall have received a
Rights of successor
corporation
Rocky Mountain Power Exhibit E Page 155 of 220
Case No. PAC-E-23-03
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§18.02
Execution of indenture
Execution of bonds, etc., on basis of Property Additions
conveyance or transfer as aforesaid—upon executing with the Trustee and causing to be
recorded an indenture whereby such successor corporation shall assume and agree to pay,
duly and punctually, the principal of and interest on the bonds issued hereunder in
accordance with the provisions of said bonds and coupons and this Indenture, and shall agree
to perform and fulfill all the covenants and conditions of this Indenture to be kept or
performed by the Company—shall succeed to and be substituted for the Company with the
same effect as if it had been named herein, and shall have and may exercise under this
Indenture the same powers and rights as the Company, and (without in anywise limiting or
impairing by the enumeration of the same the scope and intent of the foregoing general
powers and rights) such successor corporation thereafter may cause to be executed,
authenticated and delivered, either in its own name or in the name of PacifiCorp, as its name
is now or shall then exist, in respect of property of the character defined in Section 1.04
hereof as Property Additions, such bonds as could or might have been executed, issued and
delivered by the Company had it acquired such property of such character by purchase on or
after the date of such consolidation, merger, conveyance or transfer, and had such
consolidation, merger, conveyance or transfer not occurred, and upon the order of such
successor corporation in lieu of the Company, and subject to all the terms, conditions and
restrictions in this Indenture prescribed, concerning the authentication and delivery of
bonds, the Trustee shall authenticate and deliver any bonds delivered to it for authentication
which shall have been previously signed by the proper officers of the Company, and such
bonds as the successor corporation shall thereafter, in accordance with the provisions of this
Indenture, cause to be executed and delivered to the Trustee for such purpose, and such
successor corporation shall also have and may exercise in respect of the property of such
character, and subject to all the terms, conditions and restrictions in this Indenture
prescribed applicable thereto, whether as to withdrawal of cash, release of property, or
otherwise, the same powers and rights which the Company might or could exercise had it
acquired the property of such character by purchase on or after the date of such
consolidation, merger, conveyance or transfer, and had such consolidation, merger,
conveyance or transfer not occurred. All the bonds so issued or delivered by the Company
shall in all respects have the same legal right and security as the bonds theretofore issued or
delivered in accordance with the terms of this Indenture as though all of said bonds had been
authenticated and delivered at the date of the
Rocky Mountain Power Exhibit E Page 156 of 220
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§§18.02, 18.03
execution hereof. As a condition precedent to the execution of such successor corporation and
the authentication and delivery by the Trustee of any such additional bonds or the
withdrawal of cash or release of property, under any of the provisions of this Indenture, on
the basis of property of the character defined in this Indenture as Property Additions
acquired, made or constructed by the successor corporation or by any corporation with which
the Company or any successor corporation may be so consolidated or into which the
Company or any successor corporation may be so merged or to which the Company or any
successor corporation may make any such conveyance, the indenture with the Trustee to be
executed and caused to be recorded by the successor corporation as in this Section provided,
or a subsequent indenture, shall contain a conveyance or transfer and mortgage in terms
sufficient to subject such property to the Lien hereof; and provided further that the lien
created thereby and the lien thereon shall have similar force, effect and standing as the Lien
of this Indenture would have if the Company should not be consolidated with or merged into
such other corporation or should not convey or transfer, subject to this Indenture, all or
substantially all the Mortgaged and Pledged Property as an entirety, as aforesaid, to such
successor corporation, and should itself on or after the date of such consolidation, merger,
conveyance or transfer, acquire or construct such property, and in respect thereof should
request the authentication and delivery of bonds or the withdrawal of cash or the release of
property under the provisions of this Indenture.
Proviso
Section 18.03 In case the Company, as permitted by Section 18.01 hereof, shall be
consolidated with or merged into any other corporation, or shall convey or transfer, subject to
the Lien of this Indenture, all or substantially all the Mortgaged and Pledged Property as an
entirety as aforesaid, neither this Indenture nor the indenture with the Trustee to be
executed and caused to be recorded by the successor corporation as in Section 18.02 hereof
provided, shall, unless such indenture shall otherwise provide, become or be or be required to
become or be a lien upon any of the properties or franchises then owned or thereafter
acquired by the successor corporation (by purchase, consolidation, merger, donation,
construction, erection or in any other way) except (a) those acquired by it from the Company,
and improvements, extensions and additions thereto and renewals and replacements thereof,
(b) the property made and used by the successor corporation as the basis under
Extent of Lien in case of
consolidation, etc.; Company
consolidated or merged into other corporation
Rocky Mountain Power Exhibit E Page 157 of 220
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§18.03
any of the provisions of this Indenture for one or more Authorized Purposes, and (c) such
franchises, repairs and additional property as may be acquired, made or constructed by the
successor corporation (1) to maintain, renew and preserve the franchises covered by this
Indenture, or (2) to maintain the property mortgaged and intended to be mortgaged
hereunder as an operating system or systems in good repair, working order and condition, or
(3) in rebuilding or renewal of property subject to the Lien hereof damaged or destroyed, or
(4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers,
poles, wire, pipe, tools, implements or furniture, or any other fixtures or personalty, subject
to the Lien hereof, which shall have become old, inadequate, obsolete, worn out, unfit,
unadapted, unserviceable, undesirable or unnecessary for use in the operation of the
property mortgaged and intended to be mortgaged hereunder.
Other corporation
consolidated or merged into
Company
In case any other corporation shall be merged or consolidated into the Company with the
result that the Company shall be the surviving corporation, this Indenture shall not (unless
an indenture supplemental hereto shall otherwise provide) become or be required to become
or be a lien upon any of the properties or franchises owned by such other corporation at the
time of the merger or consolidation, or later improvements, extensions or additions thereto or
renewals or replacements thereof, except (a) property made and used by the Company as the
basis under any of the provisions of this Indenture for one or more Authorized Purposes, and
(b) such franchises, repairs and additional property as may be acquired, made or constructed
by the Company (1) to maintain, renew and preserve the franchises covered by this
Indenture, or (2) to maintain the property mortgaged and intended to be mortgaged
hereunder as an operating system or systems in good repair, working order and condition, or
(3) in rebuilding or renewal of property subject to the Lien hereof damaged or destroyed, or
(4) in replacement of or substitution for machinery, apparatus, equipment, frames, towers,
poles, wire, pipe, tools, implements or furniture, or any other fixtures or personalty, subject
to the Lien hereof, which shall have become old, inadequate, obsolete, worn out, unfit,
unadapted, unserviceable, undesirable or unnecessary for use in the operation of the
property mortgaged and intended to be mortgaged hereunder.
Rocky Mountain Power Exhibit E Page 158 of 220
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Art. XIX, §§19.01, 19.02
ARTICLE XIX
Concerning the Trustee
Section 19.01 The Trustee shall at all times be a bank or trust company eligible under
Section 9.03 hereof and have a combined capital and surplus of not less than Five Million
Dollars ($5,000,000) or the foreign currency equivalent thereof. If the Trustee publishes
reports of condition at least annually, pursuant to law or to the requirement of any
supervising or examining authority referred to in Section 9.03 hereof, then for the purposes
of this Section the combined capital and surplus of the Trustee shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published.
Qualification of Trustee
The Trustee hereby accepts the trust hereby created. The Trustee undertakes, prior to
Default, and after the curing of all such Defaults which may have occurred, to perform such
duties and only such duties as are specifically set forth in this Indenture, and in case of such
Default (which has not been cured) to exercise such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of his or her own
affairs. For the purposes of this Section 19.01 and of Section 19.02 hereof a Default shall be
deemed cured when the act or omission or other event giving rise to such Default shall have
been cured, remedied, terminated or waived.
Acceptance of Trust
The Trustee, upon receipt of evidence furnished to it by or on behalf of the Company
pursuant to any provision of this Indenture, will examine the same to determine whether or
not such evidence conforms to the requirements of this Indenture.
Section 19.02 No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that
Trustee’s liability generally
(a)  prior to Default, and after the curing of all such Defaults which may have
occurred, the Trustee shall not be liable except for the performance of such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee but the duties and obligations of the
Trustee, prior to Default, and after the curing of all such Defaults which may have
occurred, shall be determined solely by the express provisions of this Indenture; and
Rocky Mountain Power Exhibit E Page 159 of 220
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§§19.02
(b)  prior to Default, and after the curing of all such Defaults which may have
occurred, and in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions conforming to the requirements of this
Indenture; and
(c)  no Trustee which is a corporation shall be personally liable for any error of
judgment made in good faith by a Responsible Officer or Responsible Officers of such
Trustee unless it shall be proved that such Trustee was negligent in ascertaining the
pertinent facts and no Trustee who is an individual shall be personally liable for any
error of judgment made in good faith by him or her unless it shall be proved that he or
she was negligent in ascertaining the pertinent facts; and
(d)  the Trustee shall not be personally liable with respect to any action suffered,
taken or omitted to be taken by it in good faith in accordance with the direction of the
holders of not less than a majority in principal amount of the bonds at the time
Outstanding (determined as provided in Section 15.07 hereof) relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee under this Indenture; and
Trustee may act through
agents, etc.(e)  the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any agent or
attorney, who is not, in either case, an employee of the Trustee, appointed with due care
by it hereunder; and
(f)  the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the holders of bonds of
any series pursuant to this Indenture, unless such holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction.
The provisions of this Section, which have been made specifically applicable to the
Trustee, shall apply to the Trustee and, if a separate or co-trustee is appointed pursuant to
Section 19.16 hereof, to any separate or co-trustee.
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§§19.03, 19.04, 19.05, 19.06
Section 19.03 The recitals contained herein and in the bonds shall be taken as the
statements of the Company and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the condition, genuineness, validity or
value of the Mortgaged and Pledged Property or any part thereof, or as to the title of the
Company thereto, or as to the validity or adequacy of the security afforded thereby and
hereby, or as to the validity of this Indenture or of the bonds or coupons issued hereunder.
The Trustee shall be under no responsibility or duty with respect to the disposition of any
bonds authenticated and delivered hereunder or the application of the proceeds thereof or
the application of any moneys paid to the Company under any of the provisions hereof.
Recitals herein and in bonds those of Company
Section 19.04 The Trustee and any separate or co-trustee shall not be personally liable
in case of entry by it upon the Mortgaged and Pledged Property for debts contracted or
liability or damages incurred in the management or operation of said property.
Trustee not personally liable
in case of entry
The Trustee, any paying agent, bond registrar, or authenticating agent, in its individual
or any other capacity, may become the holder, owner or pledgee of bonds or coupons secured
hereby and, subject to Sections 19.11 and 19.12 hereof, may otherwise deal with the
Company with the same rights it would have if it were not Trustee, paying agent, bond
registrar or authenticating agent.
Trustee, etc. may own bonds and coupons
Section 19.05 Whenever it is provided in this Indenture that the Trustee shall take any
action upon the happening of a specified event or upon the fulfillment of any condition or
upon the request of the Company or of bondholders, the Trustee taking such action shall
have full power to give any and all notices and to do any and all acts and things incidental to
such action.
Trustee’s power to give notice
Section 19.06 Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee on the Company shall be deemed
to have been sufficiently given or served, for all purposes, by being deposited postage prepaid
in a post office letter box addressed (until another address is filed by the Company with the
Trustee for the purpose of this Section) to the Company at the address given in Section 22.08
hereof.
Notice by Trustee to Company
Rocky Mountain Power Exhibit E Page 161 of 220
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§§19.07, 19.08
Section 19.07     To the extent permitted by Sections 19.01 and 19.02 hereof:
Trustee protected (1)  The Trustee may rely and shall be protected in acting upon any Resolution,
Officers’ Certificate, Engineer’s Certificate, Inde- pendent Engineer’s Certificate, Net
Earning Certificate, Opinion of Counsel, resolution, certificate, opinion, notice, request,
consent, order, appraisal, report, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties; and any
request or direction of the Company mentioned herein shall be sufficiently evidenced by
an Officers’ Certificate, Resolution or written order given as required by any provision
hereof; and
Trustee may consult with
counsel (2)  The Trustee may consult with counsel, who may be of counsel to the Company,
and the opinion of such counsel shall be full and complete authorization and protection in
respect of any action taken or omitted or suffered by it hereunder in good faith and in
accordance with the opinion of such counsel.
The Trustee shall not be under any responsibility for the selection, appointment or
approval of any expert for any of the purposes expressed in this Indenture, except that
nothing in this Section contained shall relieve the Trustee of its obligation to exercise
reasonable care with respect to such selection, appointment or approval of independent
experts who may furnish opinions or certificates to the Trustee pursuant to any provision of
this Indenture.
Nothing contained in this Section shall be deemed to modify the obligation of the Trustee
to exercise during the continuance of a Default, the rights and powers vested in it by this
Indenture with the degree of care and skill specified in Section 19.01 hereof.
Trustee need not segregate funds  
Interest on funds with Trustee
Section 19.08     Subject to the provisions of Section 22.03 hereof, all moneys received by
the Trustee whether as Trustee or paying agent shall, until used or applied as herein
provided, be held in trust for the purposes for which they were paid, but need not be
segregated from other funds except to the extent required by law. The Trustee may allow and
credit to the Company interest on any moneys received by it hereunder at such rate, if any,
as may be agreed upon with the Company from time to time and as may be permitted by law.
Rocky Mountain Power Exhibit E Page 162 of 220
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§§19.08, 19.09
None of the provisions contained in this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or liability is not reasonably assured
to it.
Section 19.09     The Company covenants and agrees to pay to the Trustee from time
to time, and the Trustee shall be entitled to, reasonable compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, which
compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust, and the Company will reimburse the Trustee for all
appropriate advances made by the Trustee and will pay to the Trustee from time to time
its expenses and disbursements (including the reasonable compensation and the
expenses and disbursements of its agents and all other persons not regularly in its
employ and of its counsel), except to the extent that any such expense or disbursement
results from the Trustee’s negligence or bad faith. The Company also covenants to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense
arising out of or in connection with the acceptance or administration of this Indenture or
performance of its duties hereunder, including the costs and expenses of defending
against any claim of liability in the premises, except to the extent that any such expense,
loss, liability or disbursement results from the Trustee’s negligence or bad faith. The
obligations of the Company under this Section shall survive the resignation or discharge
of the Trustee and the satisfaction and discharge of this Indenture, and to secure such
obligations the Trustee shall have (in addition to any other rights under this Indenture)
a lien prior to that of the bonds upon the Mortgaged and Pledged Property, including all
property and funds held or collected by the Trustee.
COMPENSATION OF TRUSTEE
If, and to the extent that, the Trustee and its counsel and other persons not regularly in
its employ do not receive compensation for services rendered, reimbursement of its or their
advances, expenses and disbursements, or indemnity, as herein provided, as the result of
allowances made in any reorganization, bankruptcy, receivership, liquidation or other
proceeding or by any plan of reorganization or readjustment
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§§19.09, 19.10, 19.11
of obligations of the Company, the Trustee shall be entitled, in priority to the holders of the
bonds, to receive any distribution of any securities, dividends or other disbursements which
would otherwise be made to the holders of bonds in any such proceeding or proceedings and
the Trustee is hereby constituted and appointed, irrevocably, the attorney-in-fact for the
holders of the bonds and each of them to collect and receive, in their name, place and stead,
such distributions, dividends or other disbursements, to deduct therefrom the amounts due
to the Trustee, its counsel and other persons not regularly in its employ on account of
services rendered, advances, expenses, and disbursements made or incurred, or indemnity,
and to pay and distribute the balance, pro rata, to the holders of the bonds. The Trustee shall
have a lien upon any securities or other considerations to which the holders of bonds may
become entitled pursuant to any such plan of reorganization or readjustment of obligations,
or in any such proceeding or proceedings; and the court or judge in any such proceeding or
proceedings may determine the terms and conditions under which any such lien shall exist
and be enforced.
“Trustee”The term “Trustee” used in this Section includes any predecessor Trustee, provided that
the negligence and bad faith of any Trustee shall not affect the rights of any other Trustee
under this Section 19.09.
Trustee may request proof by
certificate signed by certain officers
Section 19.10    Whenever in the administration of the trusts of this Indenture, prior to a
Default, and after the curing of any such Default, the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or omitting or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may to the extent permitted by Sections 19.01 and 19.02 hereof be deemed to be
conclusively proved and established by a certificate signed by an Authorized Executive
Officer of the Company, and by the Secretary or an Assistant Secretary or an Authorized
Financial Officer of the Company and delivered to the Trustee, and such certificate shall be
full warrant to the Trustee for any action taken, omitted or suffered by it under the
provisions of this Indenture upon the faith thereof.
Action to be taken by Trustee who becomes creditor of Company
Section 19.11    (a) Subject to the provisions of subdivision (b) of this Section, if the
Trustee shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default (as defined in the last paragraph of this
subdivision), or subsequent to such a default, then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a special account for the
Rocky Mountain Power Exhibit E Page 164 of 220
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§19.11
benefit of the Trustee individually, the holders of the bonds, and the holders of other
indenture securities (as defined in the last paragraph of this subdivision (a))
(1)  an amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest effected after the beginning of
such four months period and valid as against the Company and its other creditors, except
any such reduction resulting from the receipt or disposition of any property described in
paragraph (2) of this subdivision (a) or from the exercise of any right of setoff which the
Trustee could have exercised if a petition in bankruptcy had been filed by or against the
Company upon the date of such default; and
(2)  all property received in respect of any claim as such creditor, either as security
therefor, or in satisfaction or composition thereof, or otherwise, after the beginning of
such four months period, or an amount equal to the proceeds of any such property, if
disposed of, subject, however, to the rights, if any, of the Company and its other creditors
in such property or such proceeds.
Nothing herein contained, however, shall affect the right of the Trustee Certain rights of Trustee unaffected
(A)  to retain for its own account (i) payments made on account of any such claim by
any person (other than the Company) who is liable thereon, and (ii) the proceeds of the
bona fide sale of any such claim by the Trustee to a third person, and (iii) distributions
made in cash, securities, or other property in respect of claims filed against the Company
in bankruptcy or receivership or in proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law;
(B)  to realize for its own account, upon any property held by it as security for any
such claim, if such property were so held prior to the beginning of such four months
period;
(C)  to realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such claim was
created after the beginning of such four months period and such property was received as
security therefor simultaneously with the creation thereof, and if the Trustee shall
sustain the burden of proving that at the time such property
Rocky Mountain Power Exhibit E Page 165 of 220
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§19.11
was so received the Trustee had no reasonable cause to believe that a default as defined
in the last paragraph of this subdivision (a) would occur within four months; or
(D)  to receive payment on any claim referred to in paragraph (B) or (C), against the
release of any property held as security for such claim as provided in paragraph (B) or
(C), as the case may be, to the extent of the fair value of such property.
For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such four months period for property held as security at the time of such substitution shall,
to the extent of the fair value of the property released, have the same status as the property
released, and, to the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as such pre-
existing claim.
Apportionment of proceeds
among Trustee, bondholders,  etc.
If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned between the Trustee, the bondholders,
and the holders of other indenture securities in such manner that the Trustee, the
bondholders, and the holders of other indenture securities realize, as a result of payments
from such special account and payments of dividends on claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, the same percentage of their respective claims,
figured before crediting to the claim of the Trustee anything on account of the receipt by it
from the Company of the funds and property in such special account and before crediting to
the respective claims of the Trustee, the bondholders, and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State
law, but after crediting thereon receipts on account of the indebtedness represented by their
respective claims from all sources other than from such dividends and from the funds and
property so held in such special account. As used in this paragraph, with respect to any
claim, the term “dividends” shall include any distribution with respect to such claim, in
bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable
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§19.11
State law, whether such distribution is made in cash, securities, or other property, but
shall not include any such distribution with respect to the secured portion, if any, of such
claim. The court in which such bankruptcy, receivership or proceeding for reorganization
is pending shall have jurisdiction (i) to apportion between the Trustee, the bondholders,
and the holders of other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and the proceeds thereof,
or (ii) in lieu of such apportionment, in whole or in part, to give to the provisions of this
paragraph due consideration in determining the fairness of the distributions to be made
to the Trustee, the bondholders, and the holders of other indenture securities, with
respect to their respective claims, in which event it shall not be necessary to liquidate or
to appraise the value of any securities or other property held in such special account or
as security for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.
Any Trustee who has resigned or been removed after the beginning of such four
months period shall be subject to the provisions of this subdivision (a) as though such
resignation or removal had not occurred. If any Trustee has resigned or been removed
prior to the beginning of such four months period, it shall be subject to the provisions of
this subdivision (a) if and only if the following conditions exist–
Resigned or removed Trustee
(i)  the receipt of property or reduction of claim which would have given rise to the
obligation to account, if such Trustee had continued as Trustee, occurred after the
beginning of such four months period; and
(ii)  such receipt of property or reduction of claim occurred within four months
after such resignation or removal.
As used in this Section, the term “default” means any failure to make payment in full
of the principal of or interest upon the bonds or upon the other indenture securities when
and as such principal or interest becomes due and payable; and the term “other
indenture securities” means securities upon which the Company is an obligor (as defined
in the Trust Indenture Act) outstanding under any other indenture (a) under which the
Trustee is also trustee, (b) which contains provisions substantially similar to the
provisions of this subdivision (a), and (c) under which a default exists at the time of the
apportionment of the funds and property held in said special account.
“default”
Rocky Mountain Power Exhibit E Page 167 of 220
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§19.11
Certain creditor relationships
excluded (b)  There shall be excluded from the operation of subdivision (a) of this Section a
creditor relationship arising from—
(1)  the ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one (1) year or more at the time of
acquisition by the Trustee;
(2)  advances authorized by a receivership or bankruptcy court of competent
jurisdiction or by this Indenture for the purpose of preserving the property subject to
the Lien of this Indenture or of discharging tax liens or other prior liens or
encumbrances on the trust estate, if notice of such advance and of the circumstances
surrounding the making thereof is given to the bondholders as provided in subdivisions
(a), (b) and (c) of Section 19.13 hereof with respect to advances by the Trustee as such;
(3)  disbursements made in the ordinary course of business in the capacity of trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depositary, or other similar capacity;
(4)  an indebtedness created as a result of services rendered or premises rented; or
an indebtedness created as a result of goods or securities sold in a cash transaction as
defined in the last paragraph of this subdivision (b);
(5)  the ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; or
(6)  the acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of self-
liquidating paper as defined in the last paragraph of this subdivision (b).
“security”
“cash transaction”
“self- liquidating paper”
As used in this Section, the term “security” shall have the meaning assigned to such term
in the Securities Act of 1933, as amended and in force on the date of the execution of this
Indenture; the term “cash transaction” shall mean any transaction in which full payment for
goods or securities sold is made within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable upon
demand; the term “self-liquidating paper” shall mean any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Company for the purpose
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§§19.11, 19.12
of financing the purchase, processing, manufacture, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of
the goods, wares or merchandise previously constituting the security, provided the security is
received by the Trustee simultaneously with the creation of the creditor relationship with the
Company arising from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation; and the term “Trustee” shall include the Trustee, and
any separate trustee or co-trustee appointed pursuant to Section 19.16 hereof.Trustee
Section 19.12     (a)  If the Trustee has or acquires any conflicting interest, as defined by
subdivision (d) of this Section, the Trustee shall within ninety (90) days after ascertaining
that it has such conflicting interest, either eliminate such conflicting interest or resign by
giving written notice to the Company, but such resignation shall not become effective until
the appointment of a successor trustee and such successor’s acceptance of such appointment.
The Company covenants to take prompt steps to have a successor appointed in the manner
hereinafter provided in Section 19.15 hereof. Upon giving such notice of resignation, the
resigning Trustee shall publish notice thereof in a Daily Newspaper of general circulation in
the Borough of Manhattan, The City of New York, New York, and in a Daily Newspaper of
general circulation in the City of Portland, Oregon, once, provided, however, that if all bonds
then Outstanding shall be registered, no notice need be given except by mail in accordance
with subdivision (c) of Section 19.13 hereof. If the resigning Trustee fails to give such notice
within ten (10) days after giving written notice of resignation to the Company, the Company
shall give such notice.
Effect of conflicting interest on part of Trustee 
(b)  In the event that the Trustee shall fail to comply with the provisions of the preceding
subdivision (a) of this Section, the Trustee shall within ten (10) days after the expiration of
such ninety (90) day period transmit notice of such failure to the bondholders in the manner
and to the extent provided in subdivision (c) of Section 19.13 hereof with respect to reports
pursuant to subdivision (a) of Section 19.13 hereof.
Notice of conflict to bond-holders 
(c)  Subject to the provisions of Section 22.06 hereof, any bondholder who has been a bona
fide holder of a bond or bonds for at least six months may, on behalf of himself, herself or
itself and all others similarly situated, petition any court of competent jurisdiction for the
removal of
Bondholder petition to
remove Trustee  
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$19.12
the Trustee and the appointment of a successor if the Trustee fails, after written request
therefor by such holder, to comply with the provisions of subdivision (a) of this Section.
Conflicting Interest: (d)  The Trustee shall be deemed to have a conflicting interest if—
(1)    Trusteeship under
another indenture of
Company  
(1)  such Trustee is trustee under another indenture under which any other securities,
or certificates of interest or participation in any other securities, of the Company, are
outstanding unless such other indenture is a collateral trust indenture under which the
only collateral consists of bonds issued under this Indenture; provided that there shall be
excluded from the operation of this paragraph (1) another indenture or indentures under
which other securities, or certificates of interest or participation in other securities, of the
Company are outstanding, if the Company shall have sustained the burden of proving, on
application to the Securities and Exchange Commission and after opportunity for hearing
thereon, that trusteeship under this Indenture and such other indenture is not so likely
to involve a material conflict of interest as to make it necessary in the public interest or
for the protection of investors to disqualify the Trustee from acting as such under one of
such indentures;
(2)   Obligor on bonds or under-writer of Company (2)  the Trustee or any of its directors or executive officers is an obligor upon the bonds
or an underwriter for the Company;
(3)    Direct, indirect or common control (3)  the Trustee directly or indirectly controls or is directly or indirectly controlled by
or is under direct or indirect common control with the Company or an underwriter for the
Company;
(4)    Certain employees in common; exceptions (4)  the Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee or representative of the Company, or of an underwriter
(other than the Trustee itself) for the Company who is currently engaged in the business
of underwriting, except that (A) one individual may be a director and/or an executive
officer of the Trustee and a director and/or an executive officer of the Company, but may
not be at the same time an executive officer of both the Trustee and the Company; (B) if
and so long as the number of directors of the Trustee in office is more than nine, one
additional individual may be a director and/or an executive officer of the Trustee and a
director of the Company; and (C) the Trustee may be designated by the Company or by
any underwriter for the Company to act in the capacity of transfer agent, registrar,
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§19.12
custodian, paying agent, fiscal agent, escrow agent or depositary or in any other similar
capacity or, subject to the provisions of paragraph (1) of this subdivision (d), to act as trustee,
whether under an indenture or otherwise;
(5)  ten per centum (10%) or more of the voting securities of the Trustee is beneficially
owned either by the Company or by any director, partner or executive officer thereof, or
twenty per centum (20%) or more of such voting securities is beneficially owned,
collectively, by any two or more of such persons; or ten per centum (10%) or more of the
voting securities of the Trustee is beneficially owned either by an underwriter for the
Company or by any director, partner or executive officer thereof, or is beneficially owned,
collectively, by any two or more such persons;
(5)    Ownership of voting
securities of Trustee 
(6)  the Trustee is the beneficial owner of or holds as collateral security for an obligation
which is in default, (A) five per centum (5%) or more of the voting securities or ten per
centum (10%) or more of any other class of security of the Company, not including the
bonds issued under this Indenture and securities issued under any other indenture under
which the Trustee is also trustee, or (B) ten per centum (10%) or more of any class of
security of an underwriter for the Company;
(6)    Ownership of
securities of Company
or underwriter of Company
(7)  the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default, five per centum (5%) or more of the voting securities of any
person who, to the knowledge of the Trustee, owns ten per centum (10%) or more of the
voting securities of, or controls directly or indirectly or is under direct or indirect common
control with, the Company;
(7)    Ownership of voting
securities of person affiliated with Company
(8)  the Trustee is the beneficial owner of or holds as collateral security for an obligation
which is in default, ten per centum (10%) or more of any class of security of any person
who, to the knowledge of the Trustee, owns fifty per centum (50%) or more of the voting
securities of the Company; or
(8)    Ownership of any securities of person
affiliated with
Company
(9)  the Trustee owns on May 15 in any calendar year in the capacity of executor,
administrator, testamentary or inter vivos trustee, guardian, committee or conservator, or
in any other similar capacity, an aggregate of twenty-five per centum (25%) or more of the
voting securities or of any class of security, of any person, the beneficial ownership of a
specified percentage of which would have
(9)   Ownership as executor, etc., of securities of certain persons specified
above 
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§19.12
constituted a conflicting interest under paragraph (6), (7) or (8) of this subdivision (d). As
to any such securities of which such Trustee acquired ownership through becoming
executor, administrator or testamentary trustee of an estate which included them, the
provisions of the preceding sentence shall not apply for a period of two years from the
date of such acquisition, to the extent that such securities included in such estate do not
exceed twenty-five per centum (25%) of such voting securities or twenty-five per centum
(25%) of any such class of security. Promptly after May 15 in each calendar year, the
Trustee shall review its holdings of such securities in any of the above-mentioned
capacities as of May 15. If the Company fails to make payment in full of principal or
interest upon the bonds when and as the same becomes due and payable, and such failure
continues for thirty (30) days thereafter, the Trustee shall promptly review its holdings of
such securities in any of the above-mentioned capacities as of the date of the expiration of
such thirty (30) day period and after such date, notwithstanding the foregoing provisions
of this paragraph, all such securities so held by the Trustee with sole or joint control over
such securities vested in it, shall, but only so long as such failure shall continue, be
considered as though beneficially owned by the Trustee for the purposes of paragraphs
(6), (7) and (8) of this subdivision (d).
The specifications of percentages in paragraphs (5) to (9), inclusive, of this subdivision
(d) shall not be construed as indicating that the ownership of such percentages of the
securities of a person is or is not necessary or sufficient to constitute direct or indirect control
for the purposes of paragraph (3) or (7) of this subdivision (d).
“security”
“securities”
For the purposes of paragraphs (6), (7), (8) and (9) of this subdivision (d) only, (A) the
terms “security” and “securities” shall include only such securities as are generally known as
corporate securities, but shall not include any note or other evidence of indebtedness issued
to evidence an obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms or any certificate of interest or participation in any such note or
evidence of indebtedness; (B) an obligation shall be deemed to be in default when a default in
payment of principal shall have continued for thirty (30) days or more and shall not have
been cured; and (C) the Trustee shall not be deemed to be the owner or holder of (i) any
security which it holds as collateral security (as trustee or otherwise) for an obligation which
is not in default as above defined, or (ii) any security
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§19.12
which it holds as collateral security under this Indenture, irrespective of any default
hereunder, or (iii) any security which it holds as agent for collection, or as custodian, escrow
agent or depositary, or in any similarly representative capacity.
The percentages of voting securities and other securities specified in this Section shall be
calculated in accordance with the following provisions:
Calculation of percentage of
securities
(aa) A specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section (each of whom is referred to as a “person” in this
paragraph) means such amount of the outstanding voting securities of such person as
entitles the holder or holders thereof to cast such specified percentage of the aggregate
votes which the holders of all the outstanding voting securities of such person are entitled
to cast in the direction or management of the affairs of such person.
“person”
(bb) A specified percentage of a class of securities of a person means such percentage
of the aggregate amount of securities of the class outstanding.
(cc) The term “amount”, when used in regard to securities, means the principal
amount if relating to evidences of indebtedness, the number of shares if relating to
capital shares, and the number of units if relating to any other kind of security.
“amount”
(dd) The term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding within the meaning of
this definition:
“outstanding”
(1)  Securities of an issuer held in a sinking fund relating to securities of the issuer
of the same class;
(2)  Securities of an issuer held in a sinking fund relating to another class of
securities of the issuer, if the obligation evidenced by such other class of securities is
not in default as to principal or interest or otherwise;
(3)  Securities pledged by the issuer thereof as security for any obligation of the
issuer not in default as to principal or interest or otherwise;
(4)  Securities held in escrow if placed in escrow by the issuer thereof;
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§19.12
provided, however, that any voting securities of an issuer shall be deemed outstanding if
any person other than the issuer is entitled to exercise the voting rights thereof.
(ee)     A security shall be deemed to be of the same class as another security if both
securities confer upon the holder or holders thereof substantially the same rights and
privileges; provided, however, that, in the case of secured evidences of indebtedness, all of
which are issued under a single indenture, differences in the interest rates or maturity
dates of various series thereof shall not be deemed sufficient to constitute such series of
different classes, and provided, further, that, in the case of unsecured evidences of
indebtedness, differences in the interest rates or maturity dates thereof shall not be
deemed sufficient to constitute the securities of different classes, whether or not they are
issued under a single indenture.
Application of Section to
Trustee and separate or co-trustee
The provisions of this Section which have been made specifically applicable to the Trustee
shall apply to the Trustee, and, if a separate or co-trustee is appointed pursuant to
Section 19.16 hereof, to any separate or co-trustee, except that in case of the resignation of a
separate or co-trustee such resignation and the appointment of a successor shall (subject to
the provisions of subdivision (c) of this Section) be governed by the provisions of
Section 19.15 and paragraph (3) of Section 19.16 hereof.
“underwriter”The term “underwriter” when used with reference to the Company means every person
who, within three years prior to the time as of which the determination is made, has
purchased from the Company with a view to, or has offered or sold for the Company in
connection with, the distribution of any security of the Company outstanding at such time, or
has participated or has had a direct or indirect participation in any such undertaking, or has
participated or has had a participation in the direct or indirect underwriting of any such
undertaking, but such term shall not include a person whose interest was limited to a
commission from an underwriter or dealer not in excess of the usual and customary
distributors’ or sellers’ commission.
Amendment of Section at
Company’s option based on
amendment of Trust
Indenture Act
If the Trust Indenture Act is amended at any time after the date of this Indenture to
change the circumstances under which a Trustee shall be deemed to have a conflicting
interest with respect to this Indenture or the bonds of any series or to change any of the
definitions in connection therewith, this Section 19.12 may at the Company’s option be
amended by an indenture supplemental hereto to incorporate such changes.
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§19.13
Section 19.13     (a)  The Trustee shall transmit within sixty (60) days after May 31 in each
year, beginning with the year 1989, to the bondholders as hereinafter in this
Section provided, a brief report dated as of such May 31 with respect to
Trustee to transmit certain reports to bondholders
(1)  its eligibility and its qualifications under Sections 9.03, 19.01 and 19.12 hereof, or
in lieu thereof, if to the best of its knowledge the Trustee has continued to be eligible and
qualified under such Sections, a written statement to such effect;
(2)  the character and amount of any advances (and if such Trustee elects so to state,
the circumstances surrounding the making thereof) made by such Trustee as such which
remain unpaid on the date of such report, and for the reimbursement of which such
Trustee claims or may claim a lien or charge, prior to that of the bonds on the trust estate
or on property or funds held or collected by it as Trustee, provided that such Trustee shall
not be required (but may elect) to state such advances, if such advances so remaining
unpaid aggregate not more than one-half of one per centum (1/2 of 1%) of the principal
amount of the bonds Outstanding on the date of such report;
(3)  the amount, interest rate, and maturity date of all other indebtedness owing by
the Company to such Trustee in its individual capacity on the date of such report, with a
brief description of any property held as collateral security therefor, except an
indebtedness based upon a creditor relationship arising in any manner described in
paragraph (2), (3), (4) or (6) of subdivision (b) of Section 19.11 hereof;
(4)  the property and funds physically in the possession of such Trustee on the date of
such report;
(5)  any release, or release and substitution, of property subject to the Lien of this
Indenture (and the consideration therefor, if any) which has not been previously reported;
provided, however, that to the extent that the aggregate value as shown by the release
papers of any or all of such released properties does not exceed an amount equal to one
per centum (1%) of the principal amount of bonds then Outstanding, the report need only
indicate the number of such releases, the total value of property released as shown by the
release papers, the aggregate amount of cash received and the aggregate value of
property received in substitution therefor as shown by the release papers;
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(6)  any additional issue of bonds which has not been previously reported; and
(7)  any action taken by the Trustee in the performance of its duties under this
Indenture which it has not previously reported and which in its opinion materially affects
the bonds or the trust estate, except in respect of a Default, notice of which has not been
or is to be withheld in accordance with the provisions of Section 15.02 hereof.
(b)  The Trustee shall transmit to the bondholders as hereinafter provided a brief report
with respect to—
(1)  the release, or release and substitution, of property subject to the Lien of this
Indenture (and the consideration therefor, if any) unless the fair value of such property,
as set forth in the certificate or opinion required by Sections 9.05, 10.03, 13.03, 13.04,
13.05, 13.06 or 13.07 hereof, is less than ten per centum (10%) of the principal amount of
bonds Outstanding at the time of such release, or such release and substitution, such
report to be so transmitted within ninety (90) days after such time; and
(2)  the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee as such since
the date of the last report transmitted pursuant to the provisions of subdivision (a) of this
Section (or if no such report has yet been so transmitted, since the date of execution of
this Indenture), for the reimbursement of which it claims or may claim a lien or charge
prior to that of the bonds on the trust estate or on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this paragraph,
provided that the Trustee shall not be required (but may elect) to state such advances, if
such advances remaining unpaid at any time aggregate not more than ten per centum
(10%) of the principal amount of bonds Outstanding at such time, such report to be
transmitted within ninety (90) days after such time.
Reports to be (c)  Reports pursuant to this Section shall be transmitted by mail—
transmitted by mail
(1)  to all registered holders of bonds, as the names and addresses of such holders
appear upon the registration books of the Company;
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§§19.13, 19.14
(2)  to such holders of bonds as have, within two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose;
and
(3)  except in the case of reports pursuant to subdivision (b) of this Section, to
each bondholder whose name and address is preserved at the time by the Trustee,
as provided in subdivision (b) of Section 9.10 hereof.
(d)  A copy of each such report shall, at the time of such transmission to
bondholders, be filed by the Trustee with each stock exchange upon which the bonds
are listed and also with the Securities and Exchange Commission. The Company will
notify the Trustee of the name and address of each stock exchange on which the bonds
are listed.
Filing with stock
exchange and Securities and Exchange Commission
(e)  The provisions of this Section which have been made specifically applicable to
the Trustee shall apply to the Trustee and, if a separate or co-trustee is appointed
pursuant to Section 19.16 hereof, to any separate or co-trustee. Notwithstanding any of
the provisions of this Section which require any separate or co-trustee, appointed
pursuant to Section 19.16 hereof, to transmit reports to the bondholders and to file
such reports with each stock exchange upon which the bonds are listed and also with
the Securities and Exchange Commission, such separate or co-trustee may, if he, she
or it so elects, furnish to the Trustee all information concerning such separate or co-
trustee which such separate or co-trustee is required to report, and the Trustee shall
transmit and file such information, in accordance with the provisions of this Section,
on behalf of such separate or co-trustee.
Application of
Section to Trustee and separate or co-trustee
Section 19.14     The Trustee may at any time resign and be discharged of the
trusts hereby created by giving written notice to the Company specifying the day upon
which such resignation shall take effect and thereafter publishing notice thereof, in
one Daily Newspaper of general circulation in the Borough of Manhattan, The City of
New York, New York, and in one Daily Newspaper of general circulation in the City of
Portland, Oregon, once, and such resignation shall take effect upon the day specified in
such notice unless previously a successor trustee shall have been appointed by the
bondholders or the Company in the manner hereinafter provided in Section 19.15 and
in such event such resignation shall take effect immediately on the appointment of
such successor trustee; provided, however, that if all bonds then Outstanding shall be
registered, no notice need be given except by mail in accordance with
Resignation of Trustee
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§§19.14, 19.15
subdivision (c) of Section 19.13 hereof. This Section shall not be applicable to resignations
pursuant to Section 19.12 hereof.
Removal of Trustee Any Trustee may be removed at any time by an instrument or concurrent instruments in
writing filed with such Trustee and signed and acknowledged by the holders of a majority in
principal amount of the bonds then Outstanding hereunder (determined as provided in
Section 15.07 hereof) or by their attorneys-in-fact duly authorized.
Resignation of Trustee upon ineligibility In case at any time the Trustee shall cease to be eligible in accordance with the provisions
of Section 9.03 or Section 19.01 hereof, then the Trustee so ceasing to be eligible shall resign
immediately in the manner and with the effect in this Section provided; and, in the event
that it does not resign immediately in such case, then it may be removed forthwith by an
instrument or concurrent instruments in writing filed with the Trustee so ceasing to be
eligible and either (a) signed by an Authorized Executive Officer of the Company with its
corporate seal attested by the Secretary or an Assistant Secretary of the Company or
(b) signed and acknowledged by the holders of a majority in principal amount of the bonds
then Outstanding hereunder (determined as provided in Section 15.07 hereof) or by their
attorneys-in-fact duly authorized.
Appointment of successor
trustee Section 19.15     In case at any time the Trustee shall resign or shall be removed (unless
such Trustee shall be removed as provided in subdivision (c) of Section 19.12 hereof in which
event the vacancy shall be filled as provided in said subdivision) or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its
property shall be appointed, or if any public officer shall take charge or control of the
Trustee, or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, a vacancy shall be deemed to exist in the office of the Trustee, and a successor or
successors may be appointed by the holders of a majority in principal amount of the bonds
then Outstanding hereunder (determined as provided in Section 15.07 hereof) by an
instrument or concurrent instruments in writing signed and acknowledged by such
bondholders or by their attorneys-in-fact duly authorized, and delivered to such new Trustee,
notification thereof being given to the Company and the retiring Trustee; provided,
nevertheless, that until a new Trustee shall be appointed by the bondholders as aforesaid,
the Company, by instrument executed by order of its Board of Directors and duly
acknowledged by an Authorized Executive Officer of the Company, may appoint a Trustee
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§§19.15, 19.16
to fill such vacancy until a new Trustee shall be appointed by the bondholders as herein
authorized. The Company shall give notice of any such appointment made by it in the
manner provided in Section 19.14 hereof. Any new Trustee appointed by the Company shall,
immediately and without further act, be superseded by a Trustee appointed by the
bondholders as above provided, if such appointment by the bondholders be made prior to the
expiration of one year after the first giving of notice of the appointment of the new Trustee
by the Company.
If in a proper case no appointment of a successor Trustee shall be made pursuant to the
foregoing provisions of this Section within six months after a vacancy shall have occurred in
the office of Trustee, the holder of any bond Outstanding hereunder or any retiring Trustee
may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court
may thereupon after such notice, if any, as such court may deem proper and prescribe,
appoint a successor Trustee.
Bondholder application for
appointment of successor
trustee
If any Trustee resigns because of a conflict of interest as provided in subdivision (a) of
Section 19.12 hereof and a successor has not been appointed by the Company or the
bondholders or, if appointed, has not accepted the appointment, within thirty (30) days after
the date of such resignation, the resigning Trustee may apply to any court of competent
jurisdiction for the appointment of a successor Trustee.
Application of resigned
Trustee for appointment of
successor
Any Trustee appointed under the provisions of this Section in succession to the Original
Trustee (or in succession to any successor thereof) shall be a bank or trust company eligible
under Sections 9.03 and 19.01 hereof and qualified under Section 19.12 hereof.
Qualifications for successor
trustee
Any Trustee which has resigned or been removed shall nevertheless retain the lien
afforded to it by Section 19.09 hereof upon the trust estate, including all property or funds
held or collected by such Trustee, as such, to secure the amounts due to such Trustee as
compensation, reimbursement, expenses and indemnity, and shall retain the rights afforded
to it by said Section 19.09 hereof.
Lien of resignedor removed Trustee
Section 19.16     At any time or times, for the purpose of conforming to any legal
requirements, restrictions or conditions in any State or jurisdiction in which any part of the
Mortgaged and Pledged Property then or to become subject to the Lien of this Indenture may
be located, the Company and the Trustee shall have the power to appoint, and, upon the
request of the Trustee, the Company shall for such purpose join with
Appointment of separate trustee or co-trustee
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§19.16
the Trustee in the execution, delivery and performance of all instruments and agreements
necessary or proper to appoint, another corporation or one or more persons approved by the
Trustee, either to act as separate trustee or trustees, or co-trustee or co-trustees jointly with
the Trustee, of all or any of the property subject to the Lien hereof. In the event that the
Company shall not have joined in such appointment within fifteen (15) days after the receipt
by it of a request so to do, the Trustee alone shall have power to make such appointment.
Conditions:Every separate trustee, every co-trustee and every successor trustee, other than any
trustee which may be appointed as successor to the Original Trustee, shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following provisions
and conditions, namely:
(1) Exercise of powers (1)  The rights, powers, duties and obligations conferred or imposed upon trustees
hereunder or any of them shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or separate trustees or co-trustee or co-trustees
jointly, as shall be provided in the instruments and agreements appointing such separate
trustee or separate trustees or co-trustee or co-trustees, except to the extent that under
any law of any jurisdiction in which any particular act or acts are to be performed the
Trustee shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations shall be exercised and performed by such
separate trustee or separate trustees or co-trustee or co-trustees;
(2)    Authentication, etc. of
bonds (2)  The bonds secured hereby shall be authenticated and delivered, and all powers,
duties, obligations and rights, conferred upon the Trustee in respect of the custody of all
bonds and other securities and of all cash pledged or deposited hereunder, shall be
exercised solely by the Original Trustee or its successors in the trust hereunder; and
(3)    Resignation or removal
of separate trustee or co-
trustee
(3)  The Company and the Trustee, at any time by an instrument in writing executed
by them jointly, may accept the resignation of or remove any separate trustee or co-
trustee appointed under this Section or otherwise, and, upon the request of the Trustee,
the Company shall, for such purpose, join with the Trustee and in the execution, delivery
and performance of all instruments and agreements necessary or proper to make effective
such resignation or
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§§19.16, 19.17
removal. In the event that the Company shall not have joined in such action within
fifteen (15) days after the receipt by it of a request so to do, the Trustee alone shall have
power to accept such resignation or to remove any such separate trustee or co-trustee. A
successor to a separate trustee or co-trustee so resigned or removed may be appointed in
the manner provided in this Section.
No trustee hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder.
Any notice, request or other writing, by or on behalf of the holders of the bonds delivered
to the Original Trustee, or its successor in the trust hereunder, shall be deemed to have been
delivered to all of the then trustees or co-trustees as effectually as if delivered to each of
them. Every instrument appointing any trustee or trustees other than a successor to the
Original Trustee shall refer to this Indenture and the conditions in this Article expressed,
and upon the acceptance in writing by such trustee or trustees or co-trustee or co-trustees,
he, she, they or it shall be vested with the estates or property specified in such instrument,
either jointly with the Original Trustee, or its successor, or separately, as may be provided
therein, subject to all the trusts, conditions and provisions of this Indenture; and every such
instrument shall be filed with the Original Trustee or its successor in the trust hereunder. At
the written direction of the Company or the Trustee, any separate trustee or trustees, or any
co-trustee or co-trustees, shall by an instrument in writing constitute the Original Trustee or
its successor in the trust hereunder his, her, their or its agent or attorney-in-fact, with full
power and authority, to the extent which may be permitted by law, to do any and all acts and
things and exercise any and all discretion authorized or permitted by him, her, them or it, for
and in behalf of him, her, them or it, and in his, her, their or its name. In case any separate
trustee or trustees or co-trustee or co-trustees, or a successor to any of them, shall die,
become incapable of acting, resign or be removed, all the estates, property, rights, powers,
trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by
law, shall vest in and be exercised by the Original Trustee or its successor in the trust
hereunder, without the appointment of a new trustee as successor to such separate trustee or
co-trustee.
Notice by bondholders to
Trustee, notice to
all trustees
Contents, filing, etc., of instrument appointing trustee
Appointment ofagent, etc. by separate trustee or co-trustee
Incapacity, etc. of separate
trustee or con-trustee
Section 19.17     Any successor trustee appointed hereunder shall execute, acknowledge
and deliver to his, her or its predecessor trustee,
Acceptance of successor trustee
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§§19.17, 19.18
Requirements of Predecessor upon retiring and also to the Company, an instrument accepting such appointment hereunder, and
thereupon such successor trustee, without any further act, deed or conveyance, shall become
fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of
his, her or its predecessor in trust hereunder, with like effect as if originally named as
trustee herein; but the trustee ceasing to act shall nevertheless, on the written request of the
Company, or of the successor trustee, or of the holders of ten per centum (10%) in principal
amount of the bonds then Outstanding hereunder, execute, acknowledge and deliver such
instruments of conveyance and further assurance and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in such successor
trustee all the right, title and interest of the trustee to which he, she or it succeeds, in and to
the Mortgaged and Pledged Property and such rights, powers, trusts, duties and obligations,
and the trustee ceasing to act shall also, upon like request, pay over, assign and deliver to
the successor trustee any money or other property subject to the Lien of this Indenture,
including any pledged securities which may then be in his, her or its possession. Should any
deed, conveyance or instrument in writing from the Company be required by the new trustee
for more fully and certainly vesting in and confirming to such new trustee such estates,
properties, rights, powers, trusts and duties, any and all such deeds, conveyances and
instruments in writing shall, on request, be executed, acknowledged and delivered by the
Company.
Merger or consolidation of Trustee
Issuance of bonds
authenticated by predecessor
trustee
Section 19.18 Any corporation into which the Trustee may be merged or converted, or with
which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation in which the Trustee shall be a party or any corporation to which substantially
all the corporate trust business of the Trustee may be transferred, provided such corporation
shall be eligible under the provisions of Sections 9.03 and 19.01 hereof and qualified under
Section 19.12 hereof, shall be the successor trustee under this Indenture, without the
execution or filing of any paper or the performance of any further act on the part of any other
parties hereto, anything herein to the contrary notwithstanding. In case any of the bonds
contemplated to be issued hereunder shall have been authenticated but not delivered, any
such successor to the Trustee may, subject to the same terms and conditions as though such
successor had itself authenticated such bonds, adopt the certificate of authentication of the
Original Trustee or of any successor
Rocky Mountain Power Exhibit E Page 182 of 220
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§§19.18, 19.19, 19.20
to it, as trustee hereunder, and deliver said bonds so authenticated; and in case any of said
bonds shall not have been authenticated, any successor to the Trustee may authenticate such
bonds either in the name of any predecessor hereunder or in the name of the successor
trustee, and in all such cases such certificate shall have the full force which it is anywhere in
said bonds or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to authenticate bonds in the name of the Original Trustee
shall apply only to its successor or successors by merger, conversion or consolidation or sale
as aforesaid.
Further authentication by successor
Section 19.19 Notwithstanding any other provisions hereof, the Company, by
instrument executed by order of its Board of Directors and duly acknowledged by its proper
officers, may, within the period beginning January 1, 1999 and ending December 31, 1999,
and the comparable period in each succeeding decade, appoint any corporation eligible under
the provisions of Section 19.15 hereof, and doing business in the United States of America, as
Trustee in succession to the Trustee as of the date of such appointment and the corporation
so appointed Trustee shall thereupon become successor Trustee hereunder until a new
Trustee shall be appointed by the bondholders as authorized herein.
Appointment of successor
Trustee
Section 19.20 The Trustee may, from time to time, appoint an authenticating agent or
agents to act on its behalf and subject to its direction in connection with the authentication of
bonds of any series as fully to all intents and purposes as though such authenticating agent
had been expressly authorized in this Indenture to authenticate bonds; and such bonds so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as though authenticated by the Trustee hereunder. For all
purposes the authentication of bonds by an authenticating agent pursuant to this Indenture
shall be deemed to be the authentication of such bonds “by the Trustee” and whenever this
Indenture provides that “the Trustee shall authenticate” bonds such authentication by an
authenticating agent hereunder shall be deemed to be authentication by the Trustee.
Appointment of
authenticating agent
Any such authenticating agent shall be a bank or trust company and a corporation
organized and doing business under the laws of the United States or of any State or
Territory or of the District of Columbia, with a combined capital and surplus of at least Five
Million Dollars ($5,000,000),
Rocky Mountain Power Exhibit E Page 183 of 220
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§19.20
and be authorized under such laws to act as an authenticating agent and duly registered to
act as such, if and to the extent required by applicable laws and regulations, and be subject
to supervision or examination by Federal, State, Territorial, or District of Columbia
authority. If such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 19.20 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an authenticating agent hereunder shall cease to be
eligible in accordance with the provisions hereof or to be duly registered to the extent
required by applicable laws and regulations, it shall resign immediately in the manner and
with the effect herein specified.
Any corporation into which any authenticating agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which any authenticating agent shall be a party, or any corporation
succeeding to the authenticating agency business of any authenticating agent, shall be the
successor of the authenticating agent hereunder, if otherwise eligible under the provisions
hereof, and continue to be an authenticating agent without the execution or filing of any
paper or any further act on the part of the Trustee or the predecessor authenticating agent.
Any authenticating agent may at any time resign by giving written notice of resignation
to the Trustee and to the Company. The Trustee may at any time terminate the agency of
any authenticating agent by giving written notice of termination to such authenticating
agent and to the Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any authenticating agent shall cease to be eligible
hereunder or to be duly registered to the extent required by applicable laws and regulations,
the Trustee may appoint a successor authenticating agent. Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as an authenticating agent pursuant to the terms hereof. No successor
authenticating agent shall be appointed unless eligible under the provisions hereof.
The Company agrees to pay to any authenticating agent from time to time reasonable
compensation for its services, and the Trustee shall have no liability for such payments. The
Trustee shall not be responsible
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§19.20; Art. XX, §20.01
for any misconduct, bad faith or negligence on the part of any authenticating agent
appointed with due care by it hereunder.
Any authenticating agent by the acceptance of its appointment shall be deemed to have
agreed with and warranted to the Trustee that: it will perform and carry out the duties of an
authenticating agent as herein set forth, including among other things the duties to
authenticate bonds when presented to it; it will keep and maintain and will furnish from
time to time as requested by the Trustee appropriate records of all transactions carried out
by it as authenticating agent and will furnish the Trustee such other information and reports
as the Trustee may reasonably require; it is eligible for appointment as authenticating agent
hereunder and will notify the Trustee promptly if it shall cease to be so qualified; and it will
indemnify the Trustee against any loss, liability or expense incurred by the Trustee and will
defend any claim asserted against the Trustee by reason of any acts or failures to act of the
authenticating agent, but it shall have no liability for any action taken by it at the specific
direction of the Trustee.
The provisions of Sections 16.01, 16.02, 19.02, 19.03, 19.04, 19.09 and 22.07 of this
Indenture shall bind and inure to the benefit of each authenticating agent hereunder to the
same extent that they bind and inure to the benefit of the Trustee.
ARTICLE XX
Discharge of Mortgage
Section 20.01 The Trustee (and any separate trustee or trustees or co-trustee or co-
trustees appointed pursuant to the provisions of this Indenture) may, and upon request of
the Company shall, cancel and discharge the Lien hereof, and execute and deliver to the
Company such deeds and instruments as shall be requisite to satisfy the Lien hereof and
reconvey and transfer to the Company the Mortgaged and Pledged Property, whenever all
indebtedness secured hereby, including all proper charges of the Trustee hereunder, shall
have been paid or shall have been duly provided for as set forth in Section 20.02 hereof.
Discharge of the Lien hereof
Notwithstanding the satisfaction and discharge of this Indenture, the Trustee shall have
an unsecured right to charge and be reimbursed for any expenditures and liabilities
(incurred in good faith and without negligence by the Trustee) which it may thereafter incur.
Trustee’s unsecured right to
reimbursement
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§20.02
Bonds for payment of which money or obligations of the United States are deposited
are deemed paid; provisos
Section 20.02 The Company may provide for the payment or redemption of
Outstanding bonds and interest thereon by depositing with the Trustee either (i) moneys in
the necessary amount or (ii) obligations of the United States of America which shall not
contain provisions permitting the redemption thereof at the option of the issuer, the
principal of and the interest on which when due, and without any regard to reinvestment
thereof, will, in the opinion of an independent accountant or other independent financial
expert delivered to the Trustee, provide moneys which, together with the moneys, if any,
deposited with or held by the Trustee, shall be sufficient to pay when due the principal of,
premium (if any) and interest due and to become due on such bonds or portions thereof on
the redemption date or maturity date thereof, as the case may be. When such sufficient
moneys and/or obligations shall have been set apart by or deposited with the Trustee, with
irrevocable direction so to apply the same, subject to the provisions of Section 22.03 hereof
(with or without any additional right given to the holders to surrender their bonds or obtain
therefrom payment therefor prior to the redemption date) such bonds and interest thereon
shall for all purposes under this Indenture including satisfying the Lien of this Indenture be
deemed to have been paid; provided that in case of redemption the notice requisite to the
validity of such redemption shall have been given or arrangements shall have been made
insuring to the satisfaction of the Trustee that the same will be given; and provided further
that the Trustee need not accept such deposit unless it is accompanied by an Opinion of
Counsel to the effect that (a) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling, or (b) since the date of this Indenture there has been a
change in applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the holders of such bonds or the right of
payment of interest thereon (as the case may be) will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and/or the ensuing discharge of this
Indenture and will 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 such deposit, and/or discharge
had not occurred. Upon such deposit, the obligation of the Company to duly and punctually
pay or cause to be paid the principal of (and premium, if any) and interest on such bonds
shall cease, terminate and be completely discharged and the holders thereof shall thereafter
be entitled to receive payment solely from the funds deposited with the Trustee as set forth
above.
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§20.03; Art. XXI, §§21.01, 21.02
SECTION 20.03 In the event that the Opinion of Counsel delivered in accordance with
Section 20.02 hereof states in effect that such income tax liability to the bondholders would
arise from discharge of this Indenture but not from the deposit of such moneys and/or
obligations without an ensuing discharge, then in such case this Indenture shall not be
discharged until such Outstanding bonds and interest thereon have (subject to the provisions
of Section 22.03 hereof) been actually paid (or the unqualified Opinion of Counsel
contemplated by Section 20.02 hereof can be delivered); provided however that thereafter the
Company shall be relieved of its obligations to comply with the covenants of Article IX
hereof.
Tax liability arising from discharge; when Indenture discharged
ARTICLE XXI
Meetings and Consents of Bondholders
SECTION 21.01 Modifications and alterations of this Indenture and/or of any indenture
supplemental hereto and/or of the rights and obligations of the Company and/or of the rights
of the holders of bonds and coupons issued hereunder may be made as provided in this
Article XXI.
Modification of Indenture
SECTION 21.02 The Trustee may at any time call a meeting of the bondholders and it
shall call such a meeting on written request of the holders of not less than a majority in
principal amount of the bonds Outstanding hereunder at the time of such request. The
Company, pursuant to a Resolution, may also call a meeting of the bondholders at any time.
In each such case the purpose or purposes of such meeting shall be set forth in reasonable
detail. In the event of the Trustee’s failing for thirty (30) days to call a meeting after being
thereunto requested by the bondholders as above set forth, holders of Outstanding bonds in
the amount above specified in this Section or the Company, pursuant to a Resolution, may
call such meeting. Every such meeting called by and at the instance of the Trustee shall be
held in the City of Portland, Oregon, or the Borough of Manhattan, The’ City of New York,
New York, or with the written approval of the Company, at any other place in the United
States of America, and notice thereof, stating the place and time thereof and in general
terms the business to be submitted, shall be mailed by the Trustee not less than thirty (30)
days before such meeting (a) to all holders of bonds the names and addresses of whom are
then preserved as
Call and notice of meeting
Place, when called by Trustee
Mailing, publication
requirements
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§§21.02, 21.03
Place, when called by
Company or bondholders
When notice not required
required by Section 9.10 hereof, and (b) to the Company addressed to it at the address given
in Section 22.08 of this Indenture (or at such other address as may be designated by the
Company from time to time), and, unless all bonds Outstanding hereunder are at the time
registered as to principal, shall be published by the Trustee once preceding the meeting, in a
Daily Newspaper of general circulation in the Borough of Manhattan, The City of New York,
New York, the publication to be not less than twenty (20) days prior to the date of such
meeting; provided, however, that the mailing of such notice to any bondholders shall in no
case be a condition precedent to the validity of any action taken at such meeting, and
provided further, however, that if all bonds then Outstanding shall be registered, no notice
need be given except by mail in accordance with subdivision (c) of Section 19.13 hereof. If
such meeting is called by or at the instance either of the Company or of the bondholders, it
shall be held at such place in the United States of America as may be specified in the notice
calling such meeting and notice thereof shall be sufficient for all purposes hereof if given as
aforesaid stating the place and time of the meeting and in general terms the business to be
submitted. Any meeting of bondholders shall be valid without notice if the holders of all
bonds then Outstanding hereunder are present in person or by proxy and if the Company
and the Trustee are present by duly authorized representatives, or if notice is waived in
writing before or after the meeting by the Company, the holders of all bonds Outstanding
hereunder and by the Trustee, or by such of them as are not present in person or by proxy.
Attendance at meetings
Trustee may make regulations
as to deposits of bonds
Section 21.03 Officers and nominees of the Trustee and of the Company or their or its
nominees may attend such meeting, but shall not as such be entitled to vote thereat.
Attendance by bondholders may be in person or by proxy and, unless specifically prohibited
by law, any such proxy shall remain in effect unless specifically revoked and shall be binding
on any future holder of the bonds represented by such proxy, unless specifically revoked by
any such future holder before being voted. In order that the holder of any bond payable to
bearer and his, her or its proxy may attend and vote without producing his, her or its bond,
the Trustee, with respect to any such meeting, may make and from time to time vary such
regulations as it shall think fit for deposit of bonds with, or the stamping of bonds by, (i) any
banks, bankers or trust or insurance companies having a capital of not less than Five
Hundred Thousand Dollars ($500,000) or (ii) any trustee of any pension, welfare,
hospitalization or similar fund or funds having an aggregate corpus in excess of
Rocky Mountain Power Exhibit E Page 188 of 220
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§§21.03
Five Million Dollars ($5,000,000), or (iii) the United States of America, any Territory thereof,
the District of Columbia, any State of the United States, any municipality in any State of the
United States or any public instrumentality of the United States, any State or Territory, or
(iv) by any other person or corporation satisfactory to the Trustee, and for the issue to the
persons depositing the same of certificates by such depositaries entitling the holders thereof
to be present and vote at any such meeting and to appoint proxies to represent them and
vote for them at any such meeting as if the persons so present and voting, either personally
or by proxy, were the actual bearers of the bonds in respect of which such certificates shall
have been issued and any regulations so made shall be binding and effective. A bondholder
in any of the foregoing categories may sign such certificate in his, her or its own behalf. In
lieu of or in addition to providing for such deposit, the Trustee may, in its discretion, permit
such institutions to issue certificates stating that bonds were exhibited to them, which
certificates shall entitle the holders thereof to vote at any meeting only if the bonds with
respect to which they are issued are not produced at the meeting by any other person and are
not at the time of the meeting registered in the name of any other person. Each such
certificate shall state the date on which the bond or bonds in respect of which such certificate
shall have been issued were deposited with or submitted to such institution and the series,
maturities and serial numbers of such bonds. In the event that two or more such certificates
shall be issued with respect to any bond or bonds, the certificate bearing the latest date shall
be recognized and be deemed to supersede any certificate or certificates previously issued
with respect to such bond or bonds. If any such meeting shall have been called under the
provisions of Section 21.02 hereof, by bondholders or by the Company, and the Trustee shall
fail to make regulations as above authorized, then regulations to like effect for such deposit,
stamping or exhibition of bonds and the issue of certificates by (i) any bank, banker or trust
or insurance company organized under the laws of the United States of America or of any
State thereof, having a capital of not less than Five Hundred Thousand Dollars ($500,000),
or (ii) any trustee of any pension, welfare, hospitalization, or similar fund or funds having an
aggregate corpus in excess of Five Million Dollars ($5,000,000), or (iii) by the United States
of America, any Territory thereof, the District of Columbia, any State of the United States,
any municipality in any State of the United States or any public instrumentality of the
United States, any State or Territory
Certificate in lieu of production of unregistered bonds
Rocky Mountain Power Exhibit E Page 189 of 220
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§§21.03, 21.04, 21.05
shall be similarly binding and effective for all purposes hereof if adopted or approved by the
bondholders calling such meeting or by the Board of Directors, if such meeting shall have
been called by the Company, provided that in either such case copies of such regulations
shall be filed with the Trustee. A bondholder in any of the foregoing categories may sign such
a certificate in his, her or its own behalf.
Persons entitled to vote at meetings
When production of bonds and further proof necessary
Proxies
Section 21.04 Subject to the restrictions specified in Sections 21.03 and 21.07 hereof,
any registered holder of bonds Outstanding hereunder and any holder of a certificate (not
superseded) provided for in Section 21.03 hereof, shall be entitled in person or by proxy to
attend and vote at such meeting as holder of the bonds registered or certified in the name of
such holder without producing such bonds. All others seeking to attend or vote at such
meeting in person or by proxy must, if required by an authorized representative of the
Trustee or the Company or by any other bondholder, produce the bearer bonds claimed to be
owned or represented at such meeting, and everyone seeking to attend or vote shall, if
required as aforesaid, produce such further proof of bond ownership or personal identity as
shall be satisfactory to the authorized representative of the Trustee, or if none be present
then to the Inspectors of Votes hereinafter provided for. Proxies shall be witnessed or in the
alternative may (a) have the signature guaranteed by a bank or trust company or a
registered dealer in securities, (b) be acknowledged before a Notary Public or other officer
authorized to take acknowledgments, or (c) have their genuineness otherwise established to
the satisfaction of the Inspectors of Votes. All proxies and certificates presented at any
meeting shall be delivered to said Inspectors of Votes and filed with the Trustee.
Temporary Chairman and
Secretary
Permanent Chairman and Secretary
Inspectors of Votes
Section 21.05 Persons named by the Trustee, if it is represented at the meeting, shall
act as temporary Chairman and Secretary, respectively, of the meeting, but if the Trustee
shall not be represented or shall fail to nominate such persons or if any person so nominated
shall not be present, the bondholders and proxies present shall by a majority vote,
irrespective of the amount of their holdings, elect another person or other persons from those
present to act as temporary Chairman and/or Secretary. A permanent Chairman and a
permanent Secretary of such meeting shall be elected from those present by the bondholders
and proxies present by a majority vote of bonds represented. The Trustee, if represented at
the meeting, shall appoint two Inspectors of Votes who
Rocky Mountain Power Exhibit E Page 190 of 220
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§§21.05, 21.06
shall decide as to the right of anyone to vote and shall count all votes cast at such
meeting, except votes on the election of a Chairman and Secretary, both temporary and
permanent, as aforesaid and who shall make and file with the permanent Secretary of the
meeting their verified written report in duplicate of all such votes so cast at said meeting.
If the Trustee shall not be represented at the meeting or shall fail to nominate such
Inspectors of Votes or if either Inspector of Votes fails to attend the meeting, the vacancy
shall be filled by appointment by the permanent Chairman of the meeting.
Section 21.06 The holders of:Quorum
(a)  not less than sixty per centum (60%) in principal amount of the bonds
Outstanding hereunder when such meeting is held, all voting as a single class, or
(b)  if the action proposed at said meeting solely adversely affects the rights of the
holders of one or more, but less than all, series of bonds then Outstanding, then at least
sixty per centum (60%) in 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) must be present at such meeting in person or by proxy in order to constitute a
quorum for the transaction of business, less than a quorum, however, having power to
adjourn; provided, however, that if such meeting is adjourned by less than a quorum for
more than thirty (30) days, notice thereof shall be given as soon as practicable by the
Trustee if such meeting shall have been called by the Trustee (a) to the Company
addressed to it at the address given in Section 22.08 hereof (or at such other address as
may be designated by the Company in writing from time to time), and (b) to all holders of
bonds then Outstanding hereunder, the names and addresses of whom are then
preserved by the Trustee as required by the provisions of Section 9.10 hereof, and, unless
all bonds Outstanding hereunder are at the time of such mailing registered as to
principal, shall be published at least once in each thirty (30) day period of such
adjournment in a Daily Newspaper of general circulation in the Borough of Manhattan,
The City of New York, New York, provided, however, that if all bonds then Outstanding
shall be registered, no notice need be given except by mail in accordance with subdivision
(c) of Section 19.13 hereof. Notwithstanding the foregoing, if a meeting is first adjourned
by less than a quorum for less
Notice of adjournment
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§§21.06, 21.07
than thirty (30) days and is again adjourned, no such notice need be given during the period
of the first adjournment but such notice shall be given as soon as practicable by the Trustee
after the second adjournment and any subsequent adjournments. The failure to mail such
notice to any such bondholder as aforesaid shall in no case affect the validity of any action
taken at any meeting held pursuant to such adjournment. If such meeting shall have been
called, under the provisions of Section 21.02 hereof, by bondholders or by the Company,
notice of such adjournment shall be given by the permanent Chairman and permanent
Secretary of the meeting as above specified in this Section and shall be sufficient if so given.
Vote necessary for
modification or
alteration, etc., of Indenture
Limitations
Section 21.07 Subject to the provisions of Section 15.16 hereof, any modification or
alteration of this Indenture (including any indenture supplemental hereto) and/or of the
rights and obligations of the Company and/or the rights of the holders of bonds and/or
coupons issued hereunder in any particular may be made at a meeting of bondholders duly
convened and held in accordance with the provisions of this Article, but only by resolution
duly adopted by the affirmative vote of the holders of sixty per centum (60%) or more in
principal amount of the bonds Outstanding hereunder, all voting as a single class, or, if the
rights of one or more, but less than all, series of bonds then Outstanding are to be adversely
affected by action taken at such meeting, then by affirmative vote of the holders of at least
sixty per centum (60%) in principal amount of those bonds so to be adversely affected and
Outstanding hereunder, all voting as a single class, when such meeting is held, and in every
case approved by a Resolution as specified in Section 21.08 hereof; provided, however, that
no such modification or alteration shall, without the consent of the holder of any bond issued
hereunder affected thereby, (A) (1) impair or affect the right of such holder to receive
payment of the principal of (and premium, if any) and interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the enforcement of any
such payment on or after such respective dates, or (2) permit the creation of any lien ranking
prior to, or on a parity with, the Lien of this Indenture with respect to any of the Mortgaged
and Pledged Property, or (3) permit the deprivation of any nonassenting bondholder of the
benefit of a lien upon the Mortgaged and Pledged Property for the security of his, her or its
bonds (subject only to the lien of taxes, assessments or governmental charges not then
delinquent and to any mortgage or other liens existing upon such property which are prior
Rocky Mountain Power Exhibit E Page 192 of 220
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§§21.07, 21.08
hereto at the date of the calling of any such bondholders’ meeting), or (4) permit the
reduction of the percentage required by the provisions of this Section for the taking of any
action under this Section with respect to any bond Outstanding hereunder or (B) impair or
affect the right to receive payment of interest on such bond on or after the respective due
dates expressed therein, without the consent of the holder of the right to such interest.
Except for the purpose of waiving any past Default of the Company and the consequences
thereof, in which event the provisions of Section 15.07 hereof shall be applicable, bonds
owned and/or held by and/or for account of and/or for the benefit or interest of the Company,
or any corporation of which the Company shall own twenty-five per centum (25%) or more of
the outstanding voting stock, shall not be deemed Outstanding for the purpose of any vote or
of any calculation of bonds Outstanding in this Article XXI provided for, except that, subject
to the provisions of Sections 19.01 and 19.02 hereof, for the purpose of determining whether
the Trustee shall be protected in relying on any such vote or calculation, only bonds which
the Trustee knows are so owned and/or held, shall be so excluded.
Bonds owned, held by, or for account of Company not deemed outstanding
Section 21.08 A record in duplicate of the proceedings of each meeting of bondholders
shall be prepared by the permanent Secretary of the meeting and shall have attached thereto
the original reports of the Inspectors of Votes, and affidavits by one or more persons having
knowledge of the facts showing a copy of the notice of the meeting and a copy of the notice of
adjournment thereof, if required under the provisions of Section 21.06 hereof, and showing
that said notices were mailed and published as provided in Section 21.02 hereof and, in a
proper case, as provided in Section 21.06 hereof. Such record shall be signed and verified by
the affidavits of the permanent Chairman and the permanent Secretary of the meeting, and
shall be delivered to the Company and to the Trustee. Any record so signed and verified shall
be proof of the matters therein stated, and such meeting shall be deemed conclusively to
have been duly convened and held and such record shall be conclusive, and any resolution or
proceeding stated in such record to have been adopted or taken, shall be deemed conclusively
to have been duly adopted or taken by such meeting. A true copy of any resolution adopted
by such meeting shall be mailed by the Trustee to all holders of bonds Outstanding
hereunder, the names and addresses of whom are then preserved by the Trustee pursuant to
the provisions of Section 9.10
Record of meeting
Conclusiveness of record
Copy of resolution to be
mailed to bondholders; proof
of mailing; effect of failure to
mail
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§§21.08, 21.09
Approval of resolution by
Company
When Company, Trustee and bond-holders bound
hereof, and proof of such mailing by the affidavit of some person having knowledge of the fact
shall be filed with the Trustee, but failure to mail copies of such resolution as aforesaid shall
not affect the validity thereof. No such resolution shall be binding until and unless such
resolution is approved by Resolution. It shall be the duty of the Company to file a copy of any
such Resolution of approval with the Trustee, but if such Resolution is adopted and a
certified copy thereof is filed with the Trustee, the resolution so adopted by such meeting
shall (to the extent permitted by law) be deemed conclusively to be binding upon the
Company, the Trustee and the holders of all bonds and coupons issued hereunder, at the
expiration of sixty (60) days after such filing, except in the event of a final decree of a court of
competent jurisdiction setting aside such resolution, or annulling the action taken thereby in
a legal action or equitable proceeding for such purposes commenced within such sixty (60)
day period; provided, however, that no such resolution of the bondholders, or Resolution,
shall in any manner change or modify or be so construed as to change or modify any of the
rights, immunities or obligations of the Trustee without its written assent thereto.
Notation of action taken may be made on bonds
New bonds
When supplemental
instruments may be executed
SECTION 21.09 Bonds authenticated and delivered after the date of any bondholders’
meeting may bear a notation in form approved by the Trustee as to the action taken at
meetings of bondholders theretofore held. If the Company or the Trustee shall so determine,
new bonds so modified as in the opinion of the Trustee and the Company to conform to such
bondholders’ resolution shall be prepared, authenticated and delivered, and upon demand of
the holder of any bond then Outstanding and affected thereby shall be exchanged without
cost to such bondholders for bonds then Outstanding hereunder upon surrender of such
bonds with all unmatured coupons, if any, appertaining thereto. The Company or the
Trustee may require bonds Outstanding to be presented for notation or exchange as
aforesaid if either shall see fit to do so. Instruments supplemental to this Indenture
embodying any modification or alteration of this Indenture (including any indenture
supplemental hereto) made at any bondholders’ meeting and approved, by a Resolution, as
aforesaid, may be executed by the Trustee and the Company and upon demand of the
Trustee, or if so specified in any resolution adopted by any such bondholders’ meeting, shall
be executed by the Company and the Trustee.
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§§21.09, 21.10
Any instrument supplemental to this Indenture executed pursuant to the provisions of
this Section shall comply with all applicable provisions of the Trust Indenture Act, as
amended and in force on the date of the execution of such supplemental indenture.
SECTION 21.10 (A) Anything contained in this Article to the contrary notwithstanding,
the Trustee shall receive the written consent (in any number of instruments of similar tenor
executed by bondholders or by their attorneys appointed in writing) of the holders of sixty
per centum (60%) or more in principal amount of the bonds Outstanding hereunder all voting
as a single class (or if the rights of one or more, but less than all, series of bonds then
Outstanding are to be adversely affected by action taken pursuant to such consent, then by
consent of the holders of at least sixty per centum (60%) in principal amount of those bonds
so to be adversely affected and Outstanding hereunder all voting as a single class) (in all
cases, at the time the last such needed consent is delivered to the Trustee) in lieu of the
holding of a meeting pursuant to this Article and in lieu of all action at such a meeting and
with the same force and effect as a resolution duly adopted in accordance with the provisions
of Section 21.07 hereof.
Written consent of
bondholders in lieu of
meeting
(B)  Such instruments of consent shall have their genuineness established to the
satisfaction of the Trustee.
The amount of bonds payable to bearer, and the series and serial numbers thereof, held
by a person executing an instrument of consent (or whose attorney has executed an
instrument of consent in his, her or its behalf), and the date of his, her or its holding the
same, may be proved either by exhibiting the bonds themselves to the Trustee or by a
certificate executed by any person or corporation satisfactory to the Trustee. A bondholder in
any of the foregoing categories may sign a certificate in his, her or its own behalf.
Each such certificate shall be dated and shall state in effect that as of the date thereof, a
coupon bond or bonds bearing a specified serial number or numbers was deposited with or
exhibited to the signer of such certificate. The holding by the person named in any such
certificate of any bond specified therein shall be presumed to continue unless (1) any
certificate bearing a later date issued in respect of the same bond shall be produced, (2) the
bond specified in such certificate (or any bond or bonds issued in exchange or substitution for
such bond) shall be produced by
Genuineness of con-sent to be established
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§21.10; Art. XXII, §22.01
another holder, or (3) the bond specified in such certificate shall be registered as to principal
in the name of another holder or shall have been surrendered in exchange for a fully
registered bond registered in the name of another holder. The Trustee may, in its discretion,
require further proof in cases where it deems further proof desirable. The ownership of
registered bonds shall be proved by the registry books.
Revocation of consent (C)  Until such time as the Trustee shall receive the written consent of the necessary per
centum in principal amount of the bonds required by the provisions of subsection (A) above
for action contemplated by such consent, any holder of any bond, the serial number of which
is shown by the evidence to be included in the bonds the holders of which have consented to
such action, may, by filing written notice with the Trustee at its corporate trust office and
upon proof of holding as provided in subsection (B) above, revoke such consent so far as it
concerns such bond. Except as aforesaid, any such consent shall be conclusive and binding
upon such holder and upon all future holders of such bond (and any bond issued in lieu
thereof or exchanged therefor), irrespective of whether or not any notation of such consent is
made upon such bond, and in any event any action taken by the holders of the percentage in
aggregate principal amount of the bonds specified in subsection (A) above in connection with
such action shall, subject to the provisions of the last sentence of Section 21.08 hereof, be
conclusively binding upon the Company, the Trustee and holders of all the bonds.
ARTICLE XXII
Miscellaneous
Limitation of rights under Indenture Section 22.01 Nothing in this Indenture, expressed or implied, is intended, or shall be
construed, to confer upon, or to give to, any person, firm or corporation, other than the
parties hereto and the holders of the bonds and coupons Outstanding hereunder, any right,
remedy, or claim under or by reason of this Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Indenture contained by and on behalf of the Company shall be for the sole
and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons
Outstanding hereunder.
Rocky Mountain Power Exhibit E Page 196 of 220
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§§22.02
Section 22.02 Any money which is held by the Trustee (other than money which is held
by it for the purpose of effecting the purchase, payment or redemption of any bonds issued
hereunder or the payment of any coupons or interest claims appertaining to bonds issued
hereunder or which it has been directed to apply to any such purchase, payment or
redemption which may only be invested in any bonds or other obligations of the United
States of America designated by the Company) shall, at the request of the Company,
evidenced by an Officers’ Certificate, be invested or reinvested by the Trustee in any
Investment Securities designated by the Company, and, unless the Company is in default in
the payment of interest on any of the bonds then Outstanding hereunder or one or more
Defaults shall have occurred and be continuing, any interest on such bonds or other
obligations which may be received by the Trustee shall be forthwith paid to the Company.
Such bonds or other obligations shall be held by the Trustee as a part of the Mortgaged and
Pledged Property and subject to the same provisions hereof as the cash used to purchase the
same, but upon a like request of the Company, the Trustee shall sell all or any designated
part of the same and the proceeds of such sale shall be held by the Trustee subject to the
same provisions hereof as the cash used by it to purchase the bonds or other obligations so
sold. If such sale shall produce a net sum less than the cost of the bonds or other obligations
so sold, the Company covenants that it will pay promptly to the Trustee such amount of cash
as with the net proceeds from such sale will equal the costs of the bonds or other obligations
so sold, and if such sale shall produce a net sum greater than the costs of the bonds or other
obligations so sold, the Trustee shall promptly pay to the Company an amount in cash equal
to such excess.
Investment of cash by Trustee in certain securities
Such securities held by Trustee as part of Mortgaged
and Pledged Property
Unless the Company is in Default, any money in excess of the sum of Fifty Thousand
Dollars ($50,000) which shall have been held by the Trustee for a period of five years,
invested or uninvested (other than money which is held by it for the purpose of effecting the
purchase, payment or redemption of any bonds issued hereunder or the payment of any
coupons or interest claims appertaining to bonds issued hereunder or which it has been
directed to apply to any such purchase, payment or redemption), shall be applied by the
Trustee to the redemption of bonds to the extent any bonds then Outstanding are, by their
terms, redeemable, selected as provided in Section 12.02 hereof from the bonds of those
series then redeemable, designated by the Company. Any moneys not so applied
Disposition of certain cash in excess of $50,000 held over five years
Rocky Mountain Power Exhibit E Page 197 of 220
Case No. PAC-E-23-03
15
§§22.02, 22.03, 22.04
to redemption of bonds shall be held, applied or withdrawn in accordance with the other
provisions of this Indenture. In the case of any such redemption, the Trustee shall have
power to give any and all redemption notices for or on behalf of the Company.
Bonds or coupons not presented when due
When Trustee to pay over to
Company amount unclaimed
SECTION 22.03 In the event that any bond issued hereunder shall not be presented for
payment when the principal thereof becomes due, either at maturity or otherwise, or at the
date fixed for the redemption thereof, or in the event that any coupon shall not be presented
for payment at the due date thereof and the Company shall have deposited with the Trustee
or any paying agent for the purpose or left with either of them if previously so deposited,
money sufficient to pay the principal of such bond (and premium, if any), together with all
interest due thereon to the date of the maturity of such bond or to the date fixed for the
redemption thereof, or to pay such coupon, as the case may be, for the use and benefit of the
holder thereof, the Trustee or such paying agent shall, in case the holder of any such bond or
coupon shall not, within two years after the maturity of any such bond or coupon or the date
fixed for the redemption of any such bond, claim the amount deposited as above stated for
the payment thereof, pay over to the Company such amount so deposited, if to the knowledge
of the Trustee the Company is not at the time in default hereunder; and the Trustee or such
paying agent shall thereupon be relieved from all responsibility to the holder thereof, and in
the event of such payment to the Company the holder of any such bond or coupon shall
(subject to any applicable statute of limitations) be deemed to be an unsecured creditor of the
Company for an amount equivalent to the amount deposited as above stated for the payment
thereof and so paid over to the Company.
Rights may be waived or
surrendered by Company
Company may enter into
further covenants for benefit
of one or more series of bonds
SECTION 22.04 Any power, privilege or right expressly or impliedly reserved to or in any
way conferred upon the Company by any provision of this Indenture, whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the time unrestricted or to
additional restriction if already restricted, and the Company may enter into any further
covenants, limitations, restrictions or provisions for the benefit of any one or more series of
bonds issued hereunder and provide that a breach thereof shall be equivalent to a Default
under this Indenture, or the Company may cure any ambiguity contained herein, or in any
supplemental indenture, or may (in lieu of establishment in
Rocky Mountain Power Exhibit E Page 198 of 220
Case No. PAC-E-23-03
159
§§22.04, 22.05
accordance with Section 2.03 hereof) establish the forms, terms and provisions of any series
of bonds other than the First Series, by an instrument in writing executed by the Company.
Alternative provisions relating to redemption of a particular series may be provided for in
the relevant supplemental indenture, in lieu of the provisions of Article XII hereof. The
Trustee is hereby authorized to join with the Company in the execution of any such
instrument or instruments. Such instrument shall be delivered to the Trustee and thereupon
any modification of the provisions of these presents therein set forth, authorized by this
Section, shall be binding upon the parties hereto, their successors and assigns, and the
holders of the bonds and coupons hereby secured. Anything herein contained to the contrary
notwithstanding, this Section 22.04 shall not be construed to permit any act, waiver,
surrender or restriction adversely affecting in any material respect any bonds then
Outstanding hereunder or imposing upon the Trustee any duty or obligation that it
reasonably deems to be unduly burdensome.
Trustee may join with
Company in execution of instruments
SECTION 22.05 Each certificate or opinion which is specifically required by the
provisions of this Indenture to be delivered to the Trustee with respect to compliance with a
condition or covenant herein contained shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition; (2) a brief statement as to the
nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the opinion of such
person, he or she has made such examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not in the opinion of such person
such condition or covenant has been complied with.
Formal requirements of certificates or opinions
Every request or application by the Company for action by the Trustee shall be
accompanied by an Officers’ Certificate and an Opinion of Counsel stating in each case that
in the opinion of the person making such certificate or opinion the conditions precedent, if
any, to such action, provided for in this Indenture (including any covenants compliance with
which constitutes a condition precedent), have been complied with.
Requirements for request for action by Trustee
Rocky Mountain Power Exhibit E Page 199 of 220
Case No. PAC-E-23-03
16
§§22.05, 22.06, 22.07, 22.08
Successors and assigns The same officer or officers of the Company, or the same engineer or cousel or other
person, as the case may be, need not certify to all the matters required to be certified under
the provisions of any Article, Section, subsection, subdivision, paragraph or clause hereof,
but different officers, engineers, counsel or other persons may certify to different facts
respectively.
Payment of court costs and attorney’s fees in certain suits SECTION 22.06 All parties to this Indenture agree, and each holder or owner of any
bond by his, her or its acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action suffered, taken or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs, including
reasonable attorney’s fees (including attorney’s fees for trial, any appeal and any petition for
review), against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any
bondholder, or group of bondholders, holding in the aggregate more than ten per centum
(10%) in principal amount of the bonds Outstanding (determined as provided in
Section 15.07 hereof), or to any suit instituted by any bondholder for the enforcement of the
payment of the principal of or interest on any bond, on or after the respective due dates
expressed in such bond.
Successors and assigns SECTION 22.07 Subject to the provisions of Article XVIII and Article XIX hereof,
whenever in this Indenture any of the parties hereto is named or referred to (except in
subdivision (1) of Section 1.05 hereof) this shall be deemed to include the successors or
assigns of such party, and all the covenants and agreements in this Indenture contained by
or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the
benefit of the respective successors and assigns of such parties whether so expressed or not.
Company’s and Trustee’s
mailing addresses SECTION 22.08 For purposes of all notices to be given to the parties hereunder, and
until further changed by notice in writing, the Company’s mailing address is 851 SW Sixth
Avenue, Portland, Oregon 97204; and the Trustee’s mailing address is 30 West Broadway,
New York, New York 10015, attention: Corporate Trust Department.
Rocky Mountain Power Exhibit E Page 200 of 220
Case No. PAC-E-23-03
161
§§22.09, 22.10, 22.11, 22.12
SECTION 22.09 If any provision of this Indenture limits, qualifies, or conflicts with
another provision of this Indenture which has been required to be included pursuant to any
requirements of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required
provision shall control.
Trust Indenture Act to control
SECTION 22.10 Wherever reference is made in this Indenture to the Trust Indenture
Act (except as may be evident by the context in Section 8.01 hereof and except in
Section 21.09 hereof), reference is made to such Act as it was in force on the date of the
execution of this Indenture.
Trust Indenture Act as in
force when Indenture
executed
SECTION 22.11 The titles of the several Articles of this Indenture, the marginal
Section and marginal Article references and the table of contents shall not be deemed to be
any part hereof.
Titles of Articles,  etc., not
part of Indenture
SECTION 22.12 This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
Execution in counterparts
Rocky Mountain Power Exhibit E Page 201 of 220
Case No. PAC-E-23-03
162
Testimonium IN WITNESS WHEREOF, PACIFICORP, an Oregon corporation, has caused its corporate
name to be hereunto affixed, and this instrument to be signed and sealed by an Authorized
Executive Officer of the Company, and its corporate seal to be attested by its Secretary or
one of its Assistant Secretaries for and in its behalf, and Morgan Guaranty Trust Company
of New York, in token of its acceptance of the trust hereby created, has caused its corporate
name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice
Presidents and its corporate seal to be attested by one of its Assistant Secretaries, all as of
the day and year first above written.
Signatures and seals PacifiCorp
By:      ROBERT F. LANZ
Title:   Vice President
[CORPORATE SEAL]
 ATTEST:
JOHN M.  SCHWEITZER
Assistant Secretary
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By:  R. E. SPARROW
Title:  Vice President
[CORPORATE SEAL]
ATTEST:
 W. A. SPOONER
 Assistant Secretary
Rocky Mountain Power Exhibit E Page 202 of 220
Case No. PAC-E-23-03
16
STATE OF OREGON ss.:COUNTY OF MULTNOMAH
On this ninth day of January, 1989, before me, LEONARD W. SURRY, a Notary Public in
and for the State of Oregon, personally appeared ROBERT F. LANZ and JOHN M.
SCHWEITZER, known to me to be a Vice President and an Assistant Secretary, respectively, of
PacifiCorp, an Oregon corporation, who being duly sworn, stated that the seal affixed to the
foregoing instrument is the corporate seal of said corporation, and acknowledged this
instrument to be the free, voluntary and in all respects duly and properly authorized act and
deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
LEONARD W. SURRY
My Commission expires:  October 27, 1989
Residing at:  Gresham, Oregon
[SEAL] 
STATE OF NEW YORK ss.:COUNTY OF NEW YORK
On this fourth day of January, 1989, before me, STEPHEN D. RYAN, III, a Notary Public in
and for the State of New York, personally appeared R. E. SPARROW and W. A. SPOONER,
known to me to be a Vice President and an Assistant Secretary, respectively, of Morgan
Guaranty Trust Company of New York, a New York trust company, who being duly sworn,
stated that the seal affixed to the foregoing instrument is the corporate seal of said company
and acknowledged this instrument to be the free, voluntary and in all respects duly and
properly authorized act and deed of said company.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year
first above written.
STEPHEN D. RYAN, III
Stephen D.  Ryan, IIINotary Public, State of New York No.  31-4700229
Qualified in New York County
Commission expires January 31, 1990
Residing at Pound Ridge, New York[SEAL]
Rocky Mountain Power Exhibit E Page 203 of 220
Case No. PAC-E-23-03
16
EXHIBIT X Exhibits
(1)  To amend Section 37 of the Pacific Mortgage to read as follows:
Section 37.      (I)  The Company hereby covenants that it will keep or cause to
be kept all the property subject to the Lien hereof insured against fire, to the
extent that property of similar character is usually so insured by companies
similarly situated and operating like properties, to a reasonable amount, by
reputable insurance companies, any loss, except as to materials and supplies and
except as to any particular loss less than the greater of Four Million Dollars
($4,000,000) or two per centum (2%) of the bonds Outstanding hereunder on the
date of such particular loss, to be made payable to the Trustee as the interest of
the Trustee may appear, or to the trustee or other holder of any mortgage or other
lien constituting a Qualified Lien or any other lien prior hereto upon property
subject to the Lien hereof, if the terms thereof require losses so to be made
payable or that it will, in lieu of or supplementing such insurance in whole or in
part, adopt some other method or plan of protection against loss by fire at least
equal in protection to the method or plan of protection against loss by fire of
companies similarly situated and operating properties subject to similar fire
hazards or properties on which an equal primary fire insurance rate has been set
by reputable insurance companies, and that if it shall adopt such other method or
plan, it will, except as to materials and supplies and except as to any particular
loss less than the greater of Four Million Dollars ($4,000,000) or two per centum
(2%) of the bonds Outstanding hereunder on the date of such particular loss, pay
to the Trustee on account of any loss sustained by reason of the destruction or
damage of such property by fire, an amount of cash equal to such loss less any
amounts otherwise paid to the Trustee, or to the trustee or other holder of any
mortgage or other lien constituting a Qualified Lien or any other lien prior hereto
upon property subject to the Lien hereof, if the terms thereof require losses so to
be paid. Any amounts of cash so required to be paid by the Company pursuant to
any such method or plan shall for the purposes of this Indenture be deemed to be
proceeds of insurance. In case of the adoption of such other method or plan of
protection, the Company shall also furnish to the Trustee a certificate of an
actuary or other qualified person appointed by the Company with respect to the
adequacy of such method or plan.
Rocky Mountain Power Exhibit E Page 204 of 220
Case No. PAC-E-23-03
16
(II)  All moneys paid to the Trustee by the Company in accordance with this
Section or received by the Trustee as proceeds of any insurance against loss by fire
shall, subject to the requirements of any mortgage constituting a Qualified Lien or
any other lien prior hereto upon property subject to the Lien hereof, be held by the
Trustee and, subject as aforesaid, shall be paid by it to the Company to reimburse the
Company for an equal amount expended or committed for expenditure in the
rebuilding or renewal of the property destroyed or damaged, upon receipt by the
Trustee of (1) an Officers’ Certificate requesting such reimbursement, (2) an
Engineer’s Certificate stating the amounts so expended or committed for expenditure
and the nature of such rebuilding or renewal and the fair value to the Company of the
property rebuilt or renewed or to be rebuilt or renewed and if
(A)  within six months prior to the date of acquisition thereof by the Company,
such property has been used or operated, by a person or persons other than
the Company, in a business similar to that in which it has been or is to be
used or operated by the Company, and
(B)  the fair value to the Company of such property as set forth in such Engineer’s
Certificate is not less than Twenty-five Thousand Dollars ($25,000) and not
less than one per centum (1%) of the aggregate principal amount of the
bonds at the time Outstanding under this Indenture,
the Engineer making such certificate shall be an independent Engineer, and
(3) an Opinion of Counsel that the property so rebuilt or renewed or to be rebuilt or
renewed is or will be subject to the Lien hereof to the same extent as was the property
so destroyed or damaged; provided, however, that to the extent that moneys paid by
the Trustee to the Company for reimbursement, as aforesaid, shall represent the
proceeds of property that was not Funded Property destroyed or damaged by fire, the
property so rebuilt or renewed (for which reimbursement is so made), shall not be
deemed to be Funded Property.
(III)  Any such money not so applied within eighteen (18) months after its
receipt by the Trustee, or in respect of which notice in writing of intention to apply
the same to the work of rebuilding or renewal then in progress and uncompleted shall
not have been given
Rocky Mountain Power Exhibit E Page 205 of 220
Case No. PAC-E-23-03
166
to the Trustee by the Company within such eighteen (18) months, or which the Company
shall at any time notify the Trustee is not to be so applied, shall thereafter be withdrawn,
used or applied in the manner, to the extent and for the purposes and subject to the
conditions provided in Section 61 hereof.
(IV)  Anything in this Indenture to the contrary notwithstanding, the Company may
have fire insurance policies with (a) a deductible provision in a dollar amount per
occurrence not exceeding the greater of Five Million Dollars ($5,000,000) or three per
centum (3%) of the bonds Outstanding hereunder on the date such policy goes into effect
and/or (b) co-insurance or self insurance provisions with a dollar amount per occurrence
not exceeding 30% of the loss proceeds otherwise payable; provided, however, the dollar
amount described in clause (a) above may be exceeded to the extent such dollar amount
per occurrence is below the deductible amount in effect as to fire insurance (x) on property
of similar character insured by companies similarly situated and operating like property
or (y) on property as to which an equal primary fire insurance rate has been set by
reputable insurance companies.
(2)  To eliminate the provisions of (and the references to) Section 39 of the Pacific
Mortgage, as amended as stated in Section 1 of the Nineteenth Supplemental Indenture, and
to eliminate the references to said Section 39 from clause (II) of Section 4 of the Pacific
Mortgage, from clause (e) of Section 5 of the Pacific Mortgage, from Section 29 of the Pacific
Mortgage, and to eliminate all other references to said Section 39 wherever they may appear
in the Pacific Mortgage, as supplemented.
(3)  To except from the Lien of the Pacific Mortgage all interest of the Company, as owner,
lessee or otherwise, in the Wyodak Facility (as the same is defined herein) including, without
limitation, any equipment, parts, improvements, substitutions, replacements or other
property relating thereto.
Rocky Mountain Power Exhibit E Page 206 of 220
Case No. PAC-E-23-03
167
EXHIBIT Y
(1)  To amend Section 37 of the Utah Mortgage to read as follows:
SECTION 37. (I)  The Company hereby covenants that it will keep or cause to be kept
all the property subject to the Lien hereof insured against fire, to the extent that
property of similar character is usually so insured by companies similarly situated and
operating like properties, to a reasonable amount, by reputable insurance companies,
any loss, except as to materials and supplies and except as to any particular loss less
than the greater of Four Million Dollars ($4,000,000) or two per centum (2%) of the bonds
Outstanding hereunder on the date of such particular loss, to be made payable to the
Trustee as the interest of the Trustee may appear, or to the trustee or other holder of any
mortgage or other lien constituting a Qualified Lien or any other lien prior hereto upon
property subject to the Lien hereof, if the terms thereof require losses so to be made
payable or that it will, in lieu of or supplementing such insurance in whole or in part,
adopt some other method or plan of protection against loss by fire at least equal in
protection to the method or plan of protection against loss by fire of companies similarly
situated and operating properties subject to similar fire hazards or properties on which
an equal primary fire insurance rate has been set by reputable insurance companies, and
that if it shall adopt such other method or plan, it will, except as to materials and
supplies and except as to any particular loss less than the greater of Four Million Dollars
($4,000,000) or two per centum (2%) of the bonds Outstanding hereunder on the date of
such particular loss, pay to the Trustee on account of any loss sustained by reason of the
destruction or damage of such property by fire, an amount of cash equal to such loss less
any amounts otherwise paid to the Trustee, or to the trustee or other holder of any
mortgage or other lien constituting a Qualified Lien or any other lien prior hereto upon
property subject to the Lien hereof, if the terms thereof require losses so to be paid. Any
amounts of cash so required to be paid by the Company pursuant to any such method or
plan shall for the purposes of this Indenture be deemed to be proceeds of insurance. In
case of the adoption of such other method or plan of protection, the Company shall also
furnish to the Trustee a certificate of an actuary or other qualified person appointed by
the Company with respect to the adequacy of such method or plan.
Rocky Mountain Power Exhibit E Page 207 of 220
Case No. PAC-E-23-03
16
(II)  All moneys paid to the Trustee by the Company in accordance with this
Section or received by the Trustee as proceeds of any insurance against loss by fire
shall, subject to the requirements of any mortgage constituting a Qualified Lien or
any other lien prior hereto upon property subject to the Lien hereof, be held by the
Trustee and, subject as aforesaid, shall be paid by it to the Company to reimburse the
Company for an equal amount expended or committed for expenditure in the
rebuilding or renewal of the property destroyed or damaged, upon receipt by the
Trustee of (1) an Officers’ Certificate requesting such reimbursement, (2) an
Engineer’s Certificate stating the amounts so expended or committed for expenditure
and the nature of such rebuilding or renewal and the fair value to the Company of the
property rebuilt or renewed or to be rebuilt or renewed and if
(A)  within six months prior to the date of acquisition thereof by the Company,
such property has been used or operated, by a person or persons other than
the Company, in a business similar to that in which it has been or is to be
used or operated by the Company, and
(B)  the fair value to the Company of such property as set forth in such Engineer’s
Certificate is not less than Twenty-five Thousand Dollars ($25,000) and not
less than one per centum (1%) of the aggregate principal amount of the
bonds at the time Outstanding under this Indenture,
the Engineer making such certificate shall be an independent Engineer, and (3) an
Opinion of Counsel that the property so rebuilt or renewed or to be rebuilt or renewed is
or will be subject to the Lien hereof to the same extent as was the property so destroyed
or damaged; provided, however, that to the extent that moneys paid by the Trustee to the
Company for reimbursement, as aforesaid, shall represent the proceeds of property that
was not Funded Property destroyed or damaged by fire, the property so rebuilt or
renewed (for which reimbursement is so made), shall not be deemed to be Funded
Property.
(III)  Any such money not so applied within eighteen (18) months after its receipt by
the Trustee, or in respect of which notice in writing of intention to apply the same to the
work of rebuilding or renewal then in progress and uncompleted shall not have been
given
Rocky Mountain Power Exhibit E Page 208 of 220
Case No. PAC-E-23-03
169
to the Trustee by the Company within such eighteen (18) months, or which the
Company shall at any time notify the Trustee is not to be so applied, shall
thereafter be withdrawn, used or applied in the manner, to the extent and for the
purposes and subject to the conditions provided in Section 71 hereof.
(IV)  Anything in this Indenture to the contrary notwithstanding, the
Company may have fire insurance policies with (a) a deductible provision in a
dollar amount per occurrence not exceeding the greater of Five Million Dollars
($5,000,000) or three per centum (3%) of the bonds Outstanding hereunder on the
date such policy goes into effect and/or (b) co-insurance or self insurance provisions
with a dollar amount per occurrence not exceeding 30% of the loss proceeds
otherwise payable; provided, however, the dollar amount described in clause
(a) above may be exceeded to the extent such dollar amount per occurrence is
below the deductible amount in effect as to fire insurance (x) on property of similar
character insured by companies similarly situated and operating like property or
(y) on property as to which an equal primary fire insurance rate has been set by
reputable insurance companies.
(2)  To eliminate the provisions of (and the references to) Section 39 of the Utah
Mortgage, the amendment to said Section 39 contained in Section 3 of the Twenty-
second Supplemental Indenture, Section 4 of the Twenty-second Supplemental
Indenture, as amended, and to eliminate the references to said Section 39 from clause
(II) of Section 4 of the Utah Mortgage, from clause (c) of Section 5 of the Utah
Mortgage, from Section 29 of the Utah Mortgage, and to eliminate all other references
to said Section 39 wherever they may appear in the Utah Mortgage, as supplemented.
Rocky Mountain Power Exhibit E Page 209 of 220
Case No. PAC-E-23-03
17
EXHIBIT Z
A tract of land in Klamath County, Oregon, more particularly described as follows:
PARCEL 1: Lots 71 through 92, inclusive, in Block 3, First Addition to Buena Vista,
according to the official plat thereof on file in the records of Klamath County, and
PARCEL 2: Beginning at the southeast corner of Lot 92 in Block 3, First Addition to
Buena Vista;
thence South 14° 27c East along the westerly line of Front Street a distance of 496.7
feet to a point;
thence continuing along the southwesterly line of Front Street South 58° 41cEast a
distance of 63.4 feet to the most northerly corner of tract conveyed by Deed recorded at
Volume 200, page 9, Deed at Records of Klamath County;
thence South 31° 19c West to the shore line of Upper Klamath Lake;
thence northwesterly along said shore line to the southwest corner of Lot 92, Block 3,
First Addition to Buena Vista;
thence North 75° 33c East along the southerly line of said Lot 92, a distance of 135 feet,
more or less to the point of beginning.
LESS AND EXCEPTING a parcel of land 25 feet x 35 feet heretofore conveyed to the City
of Klamath Falls by Deed dated March 10, 1961, recorded March 31, 1961 in Volume 328,
page 277, Deed Records of Klamath County.
Rocky Mountain Power Exhibit E Page 210 of 220
Case No. PAC-E-23-03
EXHIBIT 5.
September 25, 2020
PacifiCorp
825 N.E. Multnomah Street
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 the preparation and filing of a
registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the
Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Rules”), for the registration of the sale
from time to time by the Company of debt securities of the Company in the form of First Mortgage Bonds (the “Securities”).
We understand that the Securities will 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 will 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 Bank of New York Mellon Trust Company, N.A.
(the “Trustee”), as successor trustee, as amended and supplemented (the “Mortgage”). The Mortgage is in the form filed as an exhibit to the Registration
Statement.
In our capacity as counsel to the Company we have examined such documents, agreements and instruments as we have deemed necessary for the
opinions expressed below. As to matters of fact material to the opinions expressed herein, we have relied on (a) information in public authority documents and
(b) information provided in certificates of officers of the Company. We have not independently verified the facts so relied on. In our examination, we have
assumed the following without investigation: (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the
originals of all documents submitted to us as copies, and (c) the truth, accuracy and completeness of the information, representations and warranties contained
in the records, documents, agreements, instruments and certificates we have reviewed.
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 filed 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 will constitute valid and legally binding obligations of
the Company.
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 responsibility to update this opinion for events and circumstances occurring
after the date hereof or as to facts relating to prior events that are subsequently brought to
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Case No. PAC-E-23-03
our attention. This opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, and we disavow any
undertaking to advise you of any changes in law.
b. We express no opinion as to enforceability of any right or obligation to the extent such right or obligation is subject to and limited by
(i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws affecting or
relating to the rights of creditors generally, (ii) rules governing the availability of specific performance, injunctive relief or other equitable remedies and
general principles of equity, regardless of whether arising prior to, or after, the date hereof or considered in a proceeding in equity or at law, or (iii) the effect
of federal and state securities laws and principles of public policy on the rights of indemnity and contribution.
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 securities laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction and
expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.
We consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all post-effective
amendments, and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the Securities Act or related Rules.
Very truly yours,
/s/ PERKINS COIE LLP
PERKINS COIE LLP
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Case No. PAC-E-23-03
EXHIBIT 15.
September 25, 2020
To the Board of Directors and Shareholders of
PacifiCorp
Portland, Oregon
We are aware that our reports dated May 1, 2020 and August 7, 2020, on our review of interim financial information of PacifiCorp appearing in PacifiCorp’s
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, respectively, are incorporated by reference in this Registration
Statement.
/s/ Deloitte & Touche LLP
Portland, Oregon
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EXHIBIT 23.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 21, 2020, relating to the consolidated
financial statements of PacifiCorp and subsidiaries appearing in the Annual Report on Form 10-K of PacifiCorp for the year ended December 31, 2020. We
also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
September 25, 2020
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Case No. PAC-E-23-03
EXHIBIT 25.
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
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) |__|
___________________________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation
if not a U.S. national bank)
95-3571558
(I.R.S. employer
identification no.)
400 South Hope Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
90071
(Zip code)
___________________________
PACIFICORP
(Exact name of obligor as specified in its charter)
Oregon
(State or other jurisdiction of
incorporation or organization)
93-0246090
(I.R.S. employer
identification no.)
825 N.E. Multnomah Street
Portland, Oregon
(Address of principal executive offices)
97232
(Zip code)
___________________________
First Mortgage Bonds
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
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Case No. PAC-E-23-03
1. General information. Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
Name Address
Comptroller of the Currency
United States Department of the Treasury Washington, DC 20219
Federal Reserve Bank San Francisco, CA 94105
Federal Deposit Insurance Corporation Washington, DC 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an
exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as
The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-
121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration
Statement No. 333-121948).
3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with
Registration Statement No. 333-152875).
- 2 -
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Case No. PAC-E-23-03
4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-
229762).
6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration
Statement No. 333-152875).
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 -
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Case No. PAC-E-23-03
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking
association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the
18th day of September, 2020.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By: /s/ Manjari Purkayastha
Name: Manjari Purkayastha
Title: Vice President
- 4 -
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Case No. PAC-E-23-03
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 400 South Hope Street, Suite 500, Los Angeles, CA 90071
At the close of business June 30, 2020, published in accordance with Federal regulatory authority instructions.
Dollar amounts
in thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin 1,667
Interest-bearing balances 325,776
Securities:
Held-to-maturity securities 0
Available-for-sale securities 148,395
Equity securities with readily determinable fair values not held for trading 0
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold in domestic offices 0
Securities purchased under agreements to resell 0
Loans and lease financing receivables:
Loans and leases held for sale 0
Loans and leases,
held for investment 0
LESS: Allowance for loan and
lease losses 0
Loans and leases held for investment,
net of allowance 0
Trading assets 0
Premises and fixed assets (including capitalized leases) 20,997
Other real estate owned 0
Investments in unconsolidated subsidiaries and associated companies 0
Direct and indirect investments in real estate ventures 0
Intangible assets 856,313
Other assets 100,715
Total assets $1,453,863
1
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Case No. PAC-E-23-03
LIABILITIES
Deposits:
In domestic offices 1,659
Noninterest-bearing 1,659
Interest-bearing 0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased 0
Securities sold under agreements to repurchase 0
Trading liabilities 0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases) 0
Not applicable
Not applicable
Subordinated notes and debentures 0
Other liabilities 258,356
Total liabilities 260,015
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 1,000
Surplus (exclude all surplus related to preferred stock) 324,174
Not available
Retained earnings 866,668
Accumulated other comprehensive income 2,006
Other equity capital components 0
Not available
Total bank equity capital 1,193,848
Noncontrolling (minority) interests in consolidated subsidiaries 0
Total equity capital 1,193,848
Total liabilities and equity capital 1,453,863
I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the
supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for
this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President )
Michael P. Scott, Managing Director ) Directors (Trustees)
Kevin P. Caffrey, Managing Director )
2
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Case No. PAC-E-23-03
EXHIBIT H
EXHIBIT H
PACIFICORP
PRO FORMA UNCONSOLIDATED STATEMENT OF RETAINED EARNING
12 MONTHS ENDED SEPTEMBER 30, 2022
TOTAL
CORPORATION
PROPOSED
FINANCING
TOTAL
PROFORMA
RETAINED EARNINGS (215, 215.1, 216, 216.1)
BALANCE AT BEGINNING OF PERIOD 5,286,811,093 5,286,811,093
NET INCOME 782,758,769 (29,267,255) 753,491,514
EXCLUDE EQUITY IN EARNINGS OF SUBSIDIARIES (20,758,414) (20,758,414)
ADJUSTMENT TO RETAINED EARNINGS - TRANSFERS FROM 216.40,116,881 40,116,881
SUBTOTAL 6,088,928,330 (29,267,255) 6,059,661,075
DIVIDENDS DECLARED
PREFERRED STOCK 161,902 161,902
COMMON STOCK (250,000,000) (250,000,000)
BALANCE AT END OF PERIOD 6,338,766,428 (29,267,255) 6,309,499,173
SEE PACIFICORP'S 2021 FERC FORM NO. 1 AND Q3-2022 FERC FORM 3-Q FOR THE NOTES TO THE FINANCIAL STATEMENTS
EXHIBIT H
PAGE 1 OF 1
Rocky Mountain Power Exhibit H Page 1 of 1 Case No. PAC-E-23-03
EXHIBIT I
EXHIBIT I
Exhibit I
Limitations on Issuance of First Mortgage Bonds
and Preferred Stock
December 31, 2022
Mortgage
Bonds may be issued under the Company’s Mortgage on the basis of: (1) Class
“A” Bonds delivered to the Trustee under the Mortgage; (2) 70% of qualified Property
Additions after adjustments to offset retirements; (3) retirement of Bonds or certain prior
lien bonds; and/or (4) deposits of cash. With certain exceptions in the case of (1) and (3)
above, the issuance of Bonds under the Mortgage is subject to adjusted net earnings of
the Company for twelve out of the preceding fifteen months, before income taxes, being
at least twice the annual interest requirements on all Bonds at the time outstanding,
including any new issue, all outstanding Class “A” Bonds held other than by the Trustee
or by the Company, and any other indebtedness secured by a lien prior to the Lien of the
Mortgage.
Under above mortgage coverage tests, the Company estimates that it could have
issued an additional $8.5 billion principal amount of Bonds under the Mortgage as of
December 31, 2022.
Preferred Stock
Not applicable to proposed issuance.
Rocky Mountain Power Exhibit I Page 1 of 1 Case No. PAC-E-23-03