20190410Notification of Letter of Credit Termination.pdf

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Pacifi< Power I
Rocky ltlountain Power
825 NE Multnomah. Suite 2000
Portland. Oregon 97232April 10,2019
VA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472 W est Washington Street
Boise,Idaho 83720
Attn: Ms. Diane Hanian
Commission Secretary
Re: Case No PAC-S-94-1; Order No 25443; Case No PAC-S-95-2; Order 26039
Notilication of Letter of Credit Termination
Dear Commissioners
Pursuant to the referenced Orders, PacifiCorp d/b/a Rocky Mountain Power (the "Company")
submits to the Commission a copy of the following documents:
Notice of Termination for Letter of Credit Agreements, dated March 8, 2019, among the
Company and The Bank of Nova Scotia, as Letter of Credit Issuing Bank for the following
Bond issues:
a. $21,260,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding
Bonds @acifiCorp Project) Series 1994
b. $24,400,000 Sweetwater County, Wyoming Pollution Control Revenue Refunding
Bonds @acifiCorp Project) Series 1995
Notice of Termination for Letter of Credit Agreement, dated March 7,2019, among the
Company and Canadian Imperial Bank of Commerce, as Letter of Credit Issuing Bank for the
following Bond issues:
a. $121,940,000 Emery County, Utah Pollution Control Revenue Refunding Bonds
@acifiCorp Project) Series 1994.
Because PacifiCorp has not issued any new securities in connection with the referenced
transactions, no Report of Securities Issued is enclosed.
Under penalty of perjury, I declare that I know the contents of the enclosed documents, and they
are true, correct and complete.
Please contact me at [phone] if you have any questions about this letter or the enclosed
documents.
Sincerely,
eems
tt
Vice President, Controller and Assistant Treasurer
c
Case No PAC-S-94-1; Order No 25443
and
Case No PAC-S-95-2; Order 26039
Notice of Termination for Letter of Credit Agreements Dated March t, 2019
Between PaciliCorp and The Bank of Nova Scotia
$212601000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds
@acifiCorp Project) Series 1994
,>
BNY MELTON Corporate Trust
2 N LoSatte Stroot, Suite 700
Chicago. lL 6O602
March 7,2019
VlA UPS
The Bank of Nova Scotia
250 Vesey Street
NewYork,NY 10281
Attn : Standby [etter of Credit Department
Re: Sweetwater 1994 - Letter of Credit No O5B13443NYA Termination
Dear tetter of Credit Department:
!n connectlon with the termination of letter of Credit on March 7,ZOl9, the Trustee hereby surrenders to you the Letter
of Credit listed below on March 8, 2019.
lrrevocable Transferable Dlrect Pay tetter of Credit No. OSB13443NYA (Sweetwater Serles 1994)
I can be contacted at [phone] ifyou have any questions.
\tu"-'
Cynthia Reis
Vice President
cc:
Frank Sandler
Scotia Bank
250 Vesey Street, Floor 23
NewYork, NY 10281
(No enclosures)
KristiOlsen
PacifiCorp
825 N.E. Multnomah, Suite 1900
Portland, OR 97232
(No enclosures)
o
EXHIBIT 5
TERMINATION CERTIFICATE
The urdersigred, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (lhe "Trused'), hercby oertifies to The Bank of Nova Scotia (the
"Banlt'), with reference to lrrevocable Transferable Direct Pay Letter of Credit No.
OSBI3443}.IYA (the "Lett€r of Credif'; the tenns defined therein and not othenrrise defined
herein being used herein as therein defined) issued by the Bank in favor of the Trustee, as
follows:
(l ) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(21 The conditions to termination of the Letter of Credit set forth in the Indenture
have b.een satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.
(3) The original of the Letter of Credit and all amendments thereto are rctumed
herewith.
lN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
THE BANK OF NEW YORK MELLON
as TrusteeCOMPANY,
r
""' To be used upon cancellation due to the Trustee's acccplancc of an Alternate Credit Facility pursuant to the
Indcnturc, upon Trustee's confirmotion lhat no Bonds remain outstanding or upon termination pursuant to Section
6.(X of thc lndenture.
By:
Its:
Date: March 19,2015
Amounfi USD 21,595,501.00
Erpirafion Drte: March 26,2017
Beneficiary:
The Bank of New Yor{c Mellon Trust
Company, N.A.
as Trustii ,{4u
2 North Lasallc Street, Suitc 1020- f''= t
.-
Chicago,Illinois 60602, USA 6r.\"
Attention: Gtobalcffi.
Dcar Sir or Madam:
THE BANK OF NOVA SCONA
Ncw York Agcncy
250 Vrroy Strcct, J{cw York' }1.Y. l020l
IRREVOCABLE TRAIISFERABLE DIRECT PAY LETTER OF CREDIT NO.
osBl3{43NYA
g Scotiobonk
Applicant:
-"ndi"nt"rn\t25N.E. Multromah Street, Suite 1900
'Portland, Oregon 972324116, USA
We haeby issuc our lrrcvocable Transferable Direct Pay Lettcr of Credit No,
OSBI3443}.IYA ("Lttter of Credif) at the request and for the account of PacifiCorp (thc
"Companlf) prsuant to ttrat certain Letterof Credit and Reimbursenrent Agreenrent, dated as of
March 19, 2015, between the Company and us (as amende(or othenrrise
modified from time to time being hcrein refened to as the in
your favor, as Trustcc undcr the Tnst Indenturg datcd as of I as amended and
rcstated by the First Supplernental Trust lndenture,l, 2008 (as further
amcnded, supplemented or othenpise modificd lhe "IndcnturC'), bctwcen
Sweetwat€r County, Wyoming (fte It Trustec for the benefit of the
Bondholdcrs reftned to therein, pursuant to 21,260,000.00 in aggregatc pnncipal
amount of the Issuer's Pollution Contnol Revcrtue Bonds (PacifiCorp Project) Serics
l99l (tlre u&ondf') were issued. This l^€ttcr of Crodit is only avsilable to bc drawn upon wi0r
rcspec{ to Bonds bearing interest at a daily interest rate or a weekly interest rate pursuant to the
Indcnturc. This lrttcr of Credit is in thc total amount of USD 21,595,501.00 (subject to
adjustnerrt as provided below).
This Letter of Credit shall be effective immdiately and $all expire upon the earliest to
occur of (i) March 26,2017, or if not a business Day, tre next succceding business Day (the*Srdcd Expirution Dote"), (ii) four business days following your reoeipt of written notice from
us noti$inE you of thc occurencc and continuanee of an Event of Default under thc
REM
^y Scotiobonk
Reimburscnrent Agreenrent and stating tlrat such notice is given pursuant to Scction 9.01(g) of
the Indenture and (A) directing you to accelerate the Bonds pursuant to Section 9.02 of the
Indenture or (B) informing )lou pursuant to Section 3.02(a)(iv) of tltc Indcnturc that tttis kttcr of
Credit will not be reinstated in accordancc with its tenns following a Rqular Drawing drawn
against the Interest Component, (iii) the date on which we rcceive a unitten and completed
certificate signed by you in 0re form of Exhibit 5 attached hereto, (iv) the date which is 15 days
following the Conversion Date for all Bonds rcrnaining outstanding to an intcrest rate mode other
than a daily interest rate or a weekly interest rate pursuant to thc Indenture as such date is
specified in a written and completed certificate signed by you in the form of !4[i[g[ attached
heneto and (v) the date on which we reccive urd honor a writtcn and completed ccrtificate signed
by you in the form of Exhibit l.Exhibit 3 attached hereto, stating that the drawing
Lencr of Credit (such earlicst date being thettrereunder is the final &awing
"Canceilarton DatC).
Prior to 0re we may extcnd the Stated Expiration Date from time to
time at the request of
the form of Exhibit 8
by delivcring to lou an amendment to this Letter of Credit in
being extended
designating the date to whidr thc Stated Expiration Datc is
of the Ststd Expiration Date shall become effective on the
date of such and thoreafter all references in this Lctter of Credit to the Statd
Expiration be deerned to be rcfcrcnccs to the date designatcd as such in such
to which the Stated Expiration Date has bocn cxtended as herein providcd
may be extended in a like manner.
The aggregate amount which may be drawn under this Letter of Credit, subject to
reductions in amount and reinstaternent as provided bclow, is USD 21,595,501.00, of which the
aggrcgate amounts set forth below may be drawn as indicated.
(i) An aggregate arnount not excecdiog USD 21,260,000.00, as such amount
may bc reduccd and restored as provided below, may be rcspect ofpayrnent of
principal of the Bonds (or the portion of the purchase corresponding to
principal) (the " Prtncipol Componenfl.
(ii) An aggregte amount not 335,501.00, as such amount
may be reduced and restored as be drawn in rcspoct of the payment
of up to 48 days' interest on the of thc Bonds computcd at a maximum
rate of l2o/o per onnum
purchasc price ofBonds
basis of a 365day year (or thc portion of the
thereto) (the "Intercst Componenf').
The Principd Component and the lntcrest Component shall be reduced effective upon our
receipt of a ccrtificatc in ttre form of Exhibit 4 attachod hereto completed in strict compliancc
with the terms hcrcof.
The presentation of a certificatc rcquesting a drawing hereunder, in strict compliance
with the terms he,reof shall bc a "Drawlnt'; a Drawing in rcspec-t of a rcgularly schcdulcd
interest paymcnt or paym€nt of principal of and interest on thc Bonds upon scheduled or
accelerated maturity shdl b€ a"Rcgulor Drawdng'; a Drawing to pay principal of and intercst on
Bonds upon redemption of the Bonds in whole or in part shall be a*Rcdemflion Drawdnt';artd
amendmcnt.
R
^y Scotiobonk
a Drawing to pay the purchase price of Bonds in accordance with Section 3.01(a), 3.01(b),
3.02(aXi), 3.02(aXiii) or 3.02(aXiv) of thc lndentrne shall be a"Tcnd* Drafrng".
Upon our honoring of any Regular Drawing hcreunder, the Principal Component and the
Intercst Componcnt shdl be reduced immediately following such honoring in each case by an
amount cqual to the respectiv€ oomponent of the amount speified in such certificatq provided,
however, that, unless the Cancellation Date shall have oocurrcd, the amount of any Regular
Drawing he,reunder drawn agalnst the Interest Componurt shall be automatically reinstated on
the eighth business day following the date of such honoring by such amount so dnwn against the
Intercst ComponenL unless you shall have received written noticc from us rp later than swen
business days aftcr the date of such honoring that thcrc shall be no such reinstatcment.
Upon our honoring of any Redemption Drawing hereunder, ttre Principal Componcnt
shall bc reduced immediatcly following by an amount equal to ttre principal
of such Redanption thawing and theamount of the Bonds to be r
Interest Component shall be following sudr honoring by an amount equal
to 48 dap' intercst on of thc Bonds to be redeerned computed at a
motimum rateof l2o/o on the basis ofa 365-day year.
Upon of any Tender Drawing hereunder, the Principal Componcnt and the
Interest be reduced immediately following such honoring in each case by an
amount equal to the respectivc compon€nt of the amount specified in such certificate. Unless the
Cancellation Date shall have occurred, promptly upon our having been reimbursed by or for the
account of the Company in respect of any Tender Drawing together wittr intaest, if any, owing
theroon pursuant to the Reimbursernent Agrccment the Principal Component and the Intqcst
Componen! respectively, shall be reinstated when and to ttre extent of suctr rcimbursenrent.
Upon your telephone r€qu6L we will confirm reinstaternemt pursuant to this paragfaph.
Funds under this Letter of Credit are available to )ou against the app,ropriate certificote
specified below, duly executd by you and appmpriately completed.
Exhibit Setting Forth
Trloe of Drawins Form of Ccrtificarc Reguirod
Regular Drawing Exhibit I
Tender Drawing
Redempion Drawing
Drawing certificates and other certificates
presentation and shall be presented on a business day
be datod the datc of
(as defined) by delivay via a
nationally recognizd overnight courier to our office located at The Bank of Nova Scotia" New
York Agency, 250 Vcsey Sfreet, New Yorlq New York 10281, Standby Letter of Credit
Departne,nt (or at any other office which may be designated by us by written notice delivered to
you at least 15 days prior to the applicable date of Drawing) (the "Banh's Otlice'). "Ihe
sertificates you are rcquired to submit to us may be submitted to us by facsimile transmission to
the foltowing numbcrs: (212) 225-ffi4 and (212) 225-57W, or any other facsimilc numbe(s)
d
^y Scotiobonk
which may be designated by us by written notice delivered to 1ou at least 15 days prior to the
applicable date of Drawing You shall use lourbest efforts to confirm such notice of a Drawing
by telephone to one of the following numbers (or any other tclephone numbcr which may be
designated by us by unitterr notice delivered to you at lcast 15 dap prior to the applicablc date of
Drawing): [phone] or [phone], but such tclcphonic notico shall not be a condition
to a Drawing hercunder. If we rcceive your certificat{s) at zuch office, all in suict conformity
wittr the ternrs and conditions of this Lener of Crcdit, (i) with respect to any Regular Drawing or
Redemption Drawing at or bcfort 12:00 noon (New York City time), we will honor such
Drawing(s) at or before 10:00 A.M. (Ncw York City timc), on the next succceding business day,
and (iD with respcct to any Tender Drawing at or beforc l2:fi) noon New York City timc), on a
business day on or before the Canccllation we will honor suctr Drawing(s) at orbefore 2:30
P.M. (Nav York City timc),on the day, in accordance with your paymcnt
irutrnctions; provided, howaar,usc )our best efforts to gvc us telephonic
notification of any such to tlre telephone numbers designated abovg with
Drawing or Tendor Drawing at or before I l:30respect to any Regular
A.M. (New York City same business day. If we receive your certificat{s) at sudr
officg all in strict with the tenns and conditions of this Letter of Credit, after 12:00
in the case of a Regular Drawing a Redemption Elrawing or anoon (New
Tender business day on or bcforc the Canccllation Date, we will honor suc{r
2:00 P.M. (New York CiU time) on the ncxt succcoding busincss day.certificate(s) at or
Paymcnt under this Letter of Credit will bc madc by wire trarufer of Federal Funds to your
account with any bank that is a member of the Fcdcral Reserve Systcnr. Atl payments made by
us under this Lctter of Credit will be madc with our own fuirds urd not with uy funds of the
Compann its affiliatcs or the Issuer. As rscd hercin, "Dzsrhess da./' means a day cxccpt a
Saturdan Sunday or other day (i) on which commcrcial bdrlcs located in thc cities in which the
office of the Bark whidr will honor draws upon this Letter of Credit, ttre designatod office of the
Trustee undcr the lndenture, thc designated office of the remarketing agcnt under the kdcnturc
or the dcsignatcd office of thc paylng agent undcr thc Indenture are locatod are rcquired or
au0rorized by law to remain closed or are closc4 or (ii) on which Thc New York Stock
Exchange is closd.
This l.etter of Credit is uansferable in its cntirety (but not in part) to any who
has succeeded you as Trustee under the lndenture, and such uansfcrred Lettcr bc
successively hansferred to any succcssor Trustee thereund€r, but
hansferred or conveyed under any other circumstancc. Transfer of under
this Letter of Credit to such transferee shall be effccted by the of this Letter of
Crdit and all amendments hcreto, accompanid by a certificate forth in Exhibit 7.
Upon such hnsfer,we will endorse the ransfer on the Lctter of Credit and
forward it directly to such hansferoc with orn In onnection with
such transfer, a transfer fee will be charged to ttre Applicant, but the payment of
such fee will not be a condition to the effectiveness of such ransfer.
This Letter of Credit may not be transfcncd to any percon with which U.S. pcrsons are
prohibited from doing business under U.S. Forcign Assets Conhol Regulations or other
applicablc U.S. laws and Regulations.
'R
EralItt,fl Scotiobqnk
Except as otherwise provided hmein, this Letter of Credit shall bc governed by and
construed in accordance with International Standby Practices, Publication No. 590 of the
International Chamber of Commerce ("LSP98). As to matters not covered by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Crcdit, this Letter of
Crcdit shall be governed by the laws of the State of New Yorlq including the Uniform
Commersial Code as in effect in the State ofNew Yodc
This Lettet of Credit sets forth in full our undertaking urd such undertalcing strall not in
any way be modific4 amendd amplified or limited by reference to any documenf, instrument
or agreement referred to herein (including without limitation, 0re Bonds and the Indenture),
exccpt only the certificates referred to herein; and any such ref€rencc shall not be deemed to
inoorporate herein by reference any document, instument or agreement except for such
certificates. Whenever and whcrever the terms of this lrttcr of Credit shalt refcr to the purpose
of a Drawing hereunder, or the provisions of any agrcement or document pursuant to which such
Drawing may be made hereunder, such purpose or provisions shall be conclusively daermined
by reference to the statements made in the certificate accompanying such Drawing.
Denci
Titlq Vice President
f,
Signature
Name: Sandra Edwards
Title: Manager
EXHIBIT I
REGULAR DRAWING CERTIFICATE
The undersigred, a duly authorized ofEcer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the "Trastee"), hereby certifies as follows to The Bank of Nova
Scotia (the "Barlr"), with reference to lrrevocable Transferable Direct Pay Letter of Credit No.
OSBI3,[43NYA (the "Lctler of Credit'), issued by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not defincd herein shall have the meanings given
them in the lrtter of Credit.
(l) The Truste is the Trustee under the Indenture for the holders of the Bonds.
(2) The respective amounts of principal of and interest on thc Bonds, which do not
exceed the Principal Component and Interest Component, respectively, under the Letter of
Credit, which arc due and payable (or which have been declared to bc due and payable) and with
respect to the payment of which the Trustce is Certificatg are as follows:
Principal:
Interest:
(3) The respoctive
principal of and interest on
Certificate complies with) the
the _ day of_,20-.
amount of this Certificate in respect of payment of
the been computed in accordance with (and this
of the Bonds and the Indenturc.
4
(4) Pleasc send the payment requested hereunder by wire bansfer to [insert wire
transfer instructions].
l(5) Thls Certificrte is being presented upon the lseheduled maturity of the
Bondsl leccelerated maturity of thc Bonds purrurnt to the lndenturel' end ic the linrl
Drawlng under the Letter of Crcdit in rrcepect of princlprl of and lnterest on the Bonds.
Upon the honorlng of tlris Ccrtllicrtg the Letter of Crcdlt will expire in eccordrnce with lts
terms. The ortglnel of the Letter of Credit, together with ell lmendments, is returnedherewith.l" .f..
IN WITNESS WHEREOF, the Trustee has exectrted and delivered ttris Cdtcate as of
tl
THE BANK
TRUST COMP
OF MELLON
as Trustee
a
By:
Title:
Insert appropriate bracketed language.
To be used upon schedulcd or accelerarcd maturity of the Bonds.
EXHIBIT 2
TENDER DRAWTNG CERTIFICATE
The undersigred, a duly authorized ofticer of The Bank of New York Mellon Trust
Company, N.A., as Tnrstee (lhe "Trustee"l,as follows to The Bank of Nova
Scotia (the"BanE'), with rcference to Direct Pay Letter of Credit No.
OSBI3443NYA (the "Letter of Credif'\,Bank in favor of the Trustee. Terms
herein shall have the meanings givendefined in the Letter of Credit and used but
thern in the Letter of Credit.
(l) TheTrustee is theTrustee Indenture for the holders of the Bonds.
(2) The amount of the under this Certificate to pay the portion of the
purchase price of the Bonds principal as of_ (the"Purchose Datd'l
is USD , which does the Principal Component under the Letter of Credit.
(3) The amount of the T Drawing under this Certificate to pay the portion of the
purchase price of the Bonds corresponding to interest due as of the Purchase Date is USD
,"' which does not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Tender Drawing under this Certificate is USD
(5) The respective pofiions of the total amount of this Certificate have been computed
in acordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement referred
to below will register or sause to be registered in the name of the Company, upon payment of the
amount drawn hereunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold such Bonds in accordance with the provisions of the
Custodian and Pledge Agreement, dated as of March 19,2015, among the Company, the Bank
and The Bank of New York Mellon Tnrst Compann N.A., as Custodian, as amended or
othenvise modified frrom time to timc.
(7) Please send the payment requested hercunder by wire transfer to [insert wire
transfer i nstructions].
"' Assuming poymcnt under the Lettcr of Crcdit pursuant to a Regular Drarring for interest on the Bonds due ard
papble on or alier the date of this Certilicate bul prior to the Purchase Date.
l(8) Thls Certlticate is bclng presented upon the occurtrence of e rnendrtoty
purchase under either Scctlon 3.02(rXlll) or 3.02(r)(lv) of the lndcnture end ls the linel
Drawing under the Letter of Credit Upon the honoring of thir Ccrtlflcate, the Letter of
Credit wlll expire in accordrnce wlth ltr terms. The orlglnel of the Letter of Credl$
together wlth aI amendments,ls returned herewlth.l""
IN WITNESS WHEREOF, the Trustee has cxecuted and delivered ttris Certificate as of
the _ day of 20-_.
THE BANK OF MELLON
TRUST COMPAI.IY,
By:
Its:
"" To be included if Cenificate is bcing prcsented in connection wifi a mandatory pruchasc of thc Bonds under
eithcr Section 3.02(aXiia) or 3.O2(aXiv) of the Indenture but only if no further draurs under the Letter of Crcdit are
required pursuonl to the lndenture on or prior to the Purchase Date.
EXHIBIT 3
REDEMPTION DRAWI}IG CERTIFICATE
The undersigred, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A., as Trustee (the "Trusted'), hereby certifies as follows to The Bank of Nova
Scotia (the"Banll'), with reference to Inevocable Transferable Direct Pay Letter of Credit No.
OSBI3443NYA (the "Lctter of Credif'), issuod by the Bank in favor of the Trustee. Terms
defined in the Letter of Credit and used but not
them in the Letter of Crcdit.
shall have the meanings given
((1) The Trustee is the Trustee under for the holders of the Bonds.
T
(2) The amount of the to pay the portion of the redemption
price of the Bonds conesponding to which does not exceed the
Principal Component under the Letter of
(3) The amount of the under this Certificate to pay the portion
of the redanption price of the Bonds to interest is USD which does
not exceed the lnterest Component of Credit.
(4) The total amount of the Redemption Drawing under this Certificate is USD
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructions].
I(7) This Cerdficate h the fmal Drawlng under the Letter of Credlt end upon the
honorlng of such Cerfftcrte, the Letter of Credlt wlll cxpire in rccordanoe with lts terms.
The origlnal of the Lettcr of Credif together wlth all amendmenE, ls rcturned
herewlth.l""
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate as of
the _ day of _, 20-.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:
To be rsed upon optional or mandaiory rcdcrnption of the Bonds in firll.
EXHIBIT 4
REDUCTION CERTIFICATE
The undersigred, a duly authorized officer of Thc Bank of New York Mellon Trust
Company, N.A., as Trustee (the "Trustee"), hereby certifies as follows to The Bank of Nova
Scotia (lhe "BanE ), with reference to lrrevocable Tnnsferable Direct Pay Lrtter of Credit No.
OSBI3443NYA (he "I*tter of Credil'1, issued by the Bank in favor of the Trustee. Tcrms
defined in the Letter of Credit and used but not defined herein shall have the meanings glven
them in the Letter of Credit.
(t )The Trustee is the Tnrstee under the for the holders of the Bonds.
The aggregate principal amount Bonds outstanding (as defined in the
has been reduced to USD
(3) The Principal Component conespondingly reduced to USD
(4) The Interest Component is to USD _, equal to 48 days'
interest on the reducd amount of forth in paragraph (2) hereof computed at a
maximum rate of l2Voper annum the basis of a 365day year.
IN WITNESS WHEREOF,has executed and delivered this Certificate as ofthe_dayof ,20-.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:
(2)
Indenture)
EXHIBIT 6
NOTICE OF CONVERSION
The undersigrd, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the "Tntstce"), hereby certifies to The Bank of Nova Scotia (the *Baaf'), with
reference to lrrevocable Transferablc Direct Pay Lettcr of Credit No. OSB!3443NYA (he
"Letter of Credif'; the terms defined therein and not othenvise defined herein being used herein
as therein defined) issued by the Bank in favor of the Trustee, as follows:
(l) Thc Trustee is the Trustee undcr the Indenturc for the holders of thc Bonds.
(2) The interest rate on all Bonds remaining outstanding have been convertd to a rate
other than a daily interest rate or a weekly interest rate pursuant to the lndcnture
(the"Conversion DotC'\, and accordingly, said Letter of Credit shall
after such Conversion Datc in accordance with its terms.
5) days
(3)
herewith.
The original of the Letter of Credit and all thereto arc rcturned
lN WITNESS WHEREOF, the Trustee has delivered this Certificate as of
the _ day of 20_.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
By:
Its:
EXHIBIT 7
TNSTRUCTIONS TO TRANSFER
20
The Bank of Nova Scotia
New York Agency
250 Vesey Stroet
New York, New York 10281
RE: The Bank of Nova Scotig New York Agcncy lrrevocable Transferable Direct Pay
Lctter of credit No. osB I 3443NYA
Ladics and Gentlemen:
The undersigred, as Trustee under the Trust lndenture,November l, 1994, as
amended and restated by the Fint Supplanental Trust as of October l, 2008 (as
further amended, supplemented or othenrise modified to time, tlrc ulndcntare"'1,
between Sweetwater County, Wyoming and The Bank York Mellon Trust Company,
above (the "I*tter of Credlf').N.A., is named as beneficiary in the Letter of Credit
The bansferee named below has succeeded the 'as Trustee under the lndenture.
C
Nuta ffihnsferee)
(Address)
Therefore, for value received, the undersigned hereby irrevocably instructs you to
transfer to such transferee all rights of the undersigned to draw under the Letter of Credit.
By this transfer, all rights of the undersigned in the lrtter of Credit are transferred to
such transferee and such transferee shall heresfler have the sole rights as beneficiary under the
Letter of Credit; provided, however, that no rights shall be deerned to have been bansferred to
such transferce until such transfer complies with the requirernents of the Letter of Credit
pertaining to transfers. The undersigned transfemr confirms that the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be advised directly to the
transferee without the necessity of any consent of or notice to thc undersigned transferor.
The original of such Letter of Credit and all amendments are being returned herewith,
and in accordance therenith we ask you to endorse the within transfer on the reverce thereof and
fonvard it directly to the transferee with your customary notice of trans r.
t
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the day of , 20-.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as transferor
By:
Its:
lNAME OF
By:
Its:
EXHIBIT 8
EXTENSION AMENDMENT
IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO.
OSBI3443NYA
Dated:
Beneficiary:Applicant:
The Bank ofNova Scotia
New York Agency
250 Vesey Street
New York, New York 10281
The Bank ofNew York Mellon Trust
Company, N.A., as Trustee
2 North LaSalle Street, Suite t020
Chicago, Illinois 60602, USA a
Attention: Global Corporate Trust f'/'
a
^<#'lr:;.Trultnomatr sbeet, suite I e00
4* - Portland, Oregon 972324116, USA
We hereby amend our trrep$ble
OSB I 3,143NYA as fof fprs?
Transferable Direct Pay Lctter of Credit Number
Amendment Sequence Number:
Stated Expiration Date is extended to:
All other terms and conditions rcmain unchanged. This
an integral part of the lrtter of Credit and must be
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
Authorized Signature Authorized Signature
Authorded Signu Authorized Signer
Thc Banl of Nova Scotla
New York Agency
250 Ve5ey Street
tlew York. N.Y 10281
The Bank of NeIry York Mcllon Trust
Company, N.A., as Trustee
2 North taSalle Sheet, Suite 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
$ scotiobonk"'
PacifiCorp
825 N.E. Multnomah Sheet, Suite 1900
Portland, Oregon 972324116, USA
{tln- Lq
EXHIBIT 8
DffENSION AMENDMENT
The Bank of Nova Scotia ^farNew York Agency ^o-^250 Vcsey Street d '
New York, New York 1028k4
TRREVOCABLE BdrbrenesLe DTRECT PAY LETTER OF CREDTT NO.
4q) osBl3,t43I.IYA
Dated:r*r"6,r};
Beneficiary: Applicant:
Amendmeot Seguence Number: I
Stated Expiration Date is extended to: March 26,2019
All other terms and conditions rernain unchanged. This Amendment is to be considerd
an integral part of the [,ater of Credit and must be attached thereto.
THE BANK OF NOVA SCOTI,A, NEW YORK AGENCY
1
13t Authorized Signahre ff h."ol
We hereby amend our Irrevocable Transferable Direct Pay Letter of Credit Number
OSB I 3443NYA as follows:
UPS CampusShip - United States
Curtomgc wlthout a Dally Plckup
Take your paclega to any locaUon of The UPS Store@, UPS Aeccss PointOM) locatlon. UPS Orop Box, UPS
Customr Ccnter. Staplcr{9 or Aulhorlz3d Shipping OuUet near you. lL.Irs sant via UPS Return Scrvirs(SM)
(lrcludhg vh Ground) arc algo acceptod at Drop Boxee To lind lhe locelion noorcst you, pleara vlsit lhe Regourccs
arca of Campusship and selett UPS Locallons.
Sdrcduls a ssme day or fulure day Pidrup to havc a UPS driver pieJtup all your CampucShip padogcl
Hand lhc pac*ags to any UPS ddver ln your area.
Page I of I
UP1S Acc.rrl,otril
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3 GETTING YOUR SHIPTIIENT TO UPIS
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Your driver wdl pir(sp your rh'prflent(3) .3 usuel.
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T
ffi
Case No PAC-S-94-1; Order No 25443
and
Case No PAC-S-95-2; Order 26039
Notice of Termination for Letter of Credit Agreements Dated March 8, 2019
Between PacifiCorp and The Bank of Nova Scotia
$24,4001000 Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds
(PacifiCorp Project) Series 1995
;
BNY MELLON Corpor.toTrurt
2 N LaSalle Straot, Suit€ 700
Chicago. lL 60802
March 8, 2019
VIA UPS
The Bank of Nova Scotia
250 Vesey Street
New York, NY 10281
Attn : Standby letter of Credit Department
Re: Sweetwater 1995 - Letter of Credit No 93t144/80085 Termination
Dear Letter of Credit Department:
ln connection wlth the terminatlon of the Letter of Credit on March 8, 2Ot9, the Trustee hereby surrenders to you the
Letter of Credit listed below on March 11, 2019.
lrrevocable Transferable Direct Pay Letter of Credlt No. 9344/,180[i85 (Sweetwater Series 1995)
I can be contacted at [phone] if you have any questions.
Cynthia Reis
Vice President
cc:
Frank 5andler
Scotia Bank
250 Vesey Street, Floor 23
NewYork, NY 10281
(No enclosures)
KristiOlsen
PacifiCorp
825 N.E. Multnomah, Suite 1900
Portland, OR 97232
(No enclosures)
a,-
6
EXHIBIT 5
TERMINATION CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Cornpany, N.A., as Trustee (the "Trastee'), hercby certifies to The Battk of Nova Scotia (the
"Bonk'), $rith reference to lrevocable Transferable Direct Pay Letter of Credit No.
93444180085 (the uletter of Credlf'; the terms defincd therein and not othenpise defined herein
being used herein as therein defined) issued by the Bank in favor of the Trustee, as follows:
(l) The Trustee is the Trustee under the Indenturc for the holders of the Bonds.
(2) The conditions to termination of the Letter of Crcdit set forth in the Indenture
have b.een satisfied, and accordingly, said Letter of Credit has terminated in accordance with its
terms.
(3) The original of the Letter of Credit and atl amendments thereto are returned
herewith.
IN WITNESS WHEREOF. the Trustee has executed and delivered this Certificate as of
ure ?fi*dayot l/lan-h ,20-n
TI{E BA}.IK OF NEW YORK MELLON
N qs Trustee
By:
Its:i /' e a
""' To bc uscd upon canccttation due to thc Trustcc's acccptoncc of ut Altcnratc Crcdit Facility putsuant to thc
lndcntut, upon Tnrstcc's conftrmation lhat no Bonds rcnrsin outstanding or upon tctmination punsuant to Scclion
6.06 ofthc lndenturc.
g Scotiobonk
THE BANK OF NOVA SCONA
New York Agcncy
Onc Ubcrty Plaza, Ncw York, lt.y. IOOO6
IRREVOCABLE TRANSTERABLE DIRECT PAY LETTER OX'CREDIT NO.
93444/t00t5
Date: March 26, 2013
Amount: USD 24,801,096.00
Erpiratlon Dato: March 26,2415
Bcncficiary:
Thc BankofNewYork
Company, NA.
as Trustcc
2North LaSalle
Applicant:
PacifiCorp
825 N.E. Multnomah Strreet, Suite 1900
Portland, Oregon 972324116, USA
r020
Chicago, lllinois USA
Attcntion: Global Corporate Trust
Dcar Sir orMadam:
We hereby issue our Irrevocablc Transferable Direct Pay ktter of Credit No.
93/144180085 ('Lctter ol Credtf) at the request and for the account of PacifiCorp (the
"Conpony') pursuant to that certain LeBer of Credit and Rcimburscment Agreement, dated as of
March 26, 2013, betwccn the Company and rs (as amendo{ supplcmcnted or othcnnise
modified from time to time bcing hercin refcned to as thc Agreement), in
your frvor, as Trustee udcr the Tnst Indenture, datcd as of 995, as amended and
supplemcntcd by the First Supplemental Tnst
amcndo{ supplemented or othenrisc modified
l, 2fl)2 (as
Sweetwater County, Wyoming (the aa
ulndenlurc'), betwecn
for the bencfit of the
Bondholders refened to therein,24,400,000.00 in aggrcgate principol
amouot of the Issuer's Environmental Rcvenue Bonds @acifiCorp Project) Series
1995 (the uBondl) were issued. This of Credit is only availablc to be dravm upou with
rcspcct to Bonds bcaring intercst at s dnily mtc or a weekly ratc ptusuant to the Indeoture. This
Lctter of Credit is in thc total amount of USD 24,801,096.ffi (subjcct to adjutxrcnt as provided
bclow).
This l.cttcr of Credit shall bc efffec'tivc immodiately and shall expirc upon thc carlist to
occur of (i) March 26,2015, or if not a Business Dan the noil succecding Buincss Day (the
"stoted Esqbation Dot{), (ii) four business days following your recctpt of uirincn noticc from
us (A) notifying you of the occuncncc ad continuance of an Event of Dcfault under tbe
g Scotiobonk 2
Rcimbursement Agrcement and sating that such noticc is givcn pursuant to Section 9.01(f) of
the Indenture or (B) notiSing you, not latq than the ninth Brsincss Day following thc datc we
honor a Rcgular Drawing drawn egei66 tho Interest Component thst we will not reinsate the
Lettcr of Crcdit in thc amount of said intcrest drawing and stating that such notice is givcn
pursuant to Section 9.01(g) of the Indenturc, (iii) the datc on which we rcceivc a written and
completed certificate signed by you in ttre form of Exhibit 5 attached hereto, (iv) the date which
is 15 days following the Convcrsion Date for all Bonds remaining outstanding to an interest ratc
mode other thur a daily rate or a weekly rate pu$uant to thc Indenture as zuch date is specified
in a written and completed certificate signed by you in the form of Exhibit 6 attached hereto and
(v) the datc on which wc rcceive and honor a written and completed certificate signcd by you in
ttre form of Exhibit l. Exttibit 2 or BEb!!.3, attached hereto, stating that the drawirg thereunder
is the frnal drawing under the ktter of Credit date being the "Csncellotioa Date').
Prior to the Cancellation Stated Expiration Date from time to
time at thc request of the
the form of
being extended.of tbc Ststed Expintion Date shall bccomc effective on the
date of such and thereafter all refercnces in this Letter of Crodit to thc Stated
Expintion Date shall be deemed to be rcfercnces to the darc designated as such in such
amendment. Any date to which &e Stated Expiration Date has been ortended as tprein provided
may be extended in a like marurcr.
Thc aggregate amount which may be draqnr under this Letter of Credit, subject to
reductions in amout and reirutatcmcnt as provided beloq is USD 24,801,096.00, of which the
aggpcgatc amounts set forth below may be drawn as indicated.
(l) An aggregate amount not exceeding USD 24,400,000.(X), ss such amout
may be rcduced and rcstored as provided below, may be drawn in respcct of payment of
principal of the Bonds (or the portion of the purcluse price of Bonds coresponding to
principal) (ttrc, " Prlnctpd ConEonenf),
(iD An aggegate amount not exceeding USD 401,096.00, as such amount
may be rcduced and restored as providcd below, may be drawn in rcspect of the rurrnent
of up to 50 days' intercst on the principal amount of thc Bon& computed at a maximum
ratc of l2o/o per an nn calculated on the basis of a 365day year (or the portion of the
purchase price of Bonds corrcsponding thercto) (tlrc"Interest Conryncnl\.
The Principd Component and ttre Intercst Component shall be reduced effectivc upon our
receipt of a ccrtificate in the form of EXb!b!!j attached hercto completed in
withthe terrns hereof.
The presentation of a certificate compliance
with the terus hereof shall be a "Drawlngl'; a of a regularly scheduled
interest paymcnt or psyment of principal of and on thc Bonds upon scheduled or
accelerated maturity shall be a"Regulu Drawkt'; a Drawing to pay principal of and interest on
Bonds upon redemption of the Bonds in whole or in part shall be a"Redemption Druwingl",and
to 1ou an amendment to this Lettcr of Credit in
the date to which the Stated Expiration Datc is
g Scotiobonk 3
Upon our honoring of any Regular Drawing hereunder, the Principal Component and thc
Intercst Component shall be reduced immediately following such honoring, in each case by an
amount cqual to the respective component of the amount specificd in such certificatq provlded,
however, that rurless the Cancellation Date shall have ocouned, the amount of any Regutar
Drawing hereunder dravm against the Interest Component shall be automatically reinstated as of
our closc of business in New Yorlq New York on the ninth brsiness day following thc date of
such honoring by such amount so drawn against the Intsrest Component unlcss you shall havc
rcceived written noticc from us no later than the ninth business day following the date of such
honoring that therc shall be no zuch reinstatemenL
Upon our honoring of any Redemption Drawing hercunder, ttre Principal Component
shall be reduced immediately following such honoring by an amount equal to the principal
arnount of the Bonds to be redeemed with the proceeds of such Redemption Drawing and the
Intercst Component shall be reduced following such honoring by an amount equal
to 50 days' intercst on such of the Bonds to be redeemed computed at a
macimurn nleof lZYo on the basis ofa 365-day year.
Upon any Tender Drawing hereunder, the Principal Component and the
Intcrest
amount
be reduced immediately following sush honoring, in eash case by an
respectivc component of ttre amount specified in such certificate. Unless the
shall have occurred promptly upon our having becn rcimbursed by or for the
account of the Company in respect of any Tender Ihawing together with interest, [*y, owing
thercon pur$ant to the Reimbursement Agreement, the Principal Component and the Interest
Component, rcspectively, shall be reinstated when and to the extent of such reimbursement.
Upon your telephone r€quesL we will confirm reinstatement pursuaot to this paragraph.
Funds under this Irtter of Crcdit are available to you against the appropriatc certificate
specified below, duly executed by you and appropriately complctcd.
E dribit Setting Forth
Tvlc ofDrawins
RegularDnwing
Tender Drawing
Redemption Drawing C
Efiibit I
Exttibit 2
Exhibit 3
Drawing certificates urd other sertificates hereundcr shall be dated the date of
presentation and shall be presented on a business day (as hereinafter defined) by delivery via a
nationally recognized overnight courier to our office located at The Bank of Nova Scotia, New
York Agency, One Liberty Plaza, New York, New York 10006, Standby Lettcr of Credit
Departnent (or at any other office which may be designatcd by us by written notice delivered to
a Drawing to pay the purchasc price of Bonds in accordancc with Section 3.01(a), 3.010),
3.02(a)(i), 3.02(aXiiD or 3.02(a)(iv) of the Indenture shall be a"Tender Drawingl'.
g Scotiobonk 4
you at least 15 days prior to thc applicable date of Drawing) (lhe "Ban*'s Otfice'). T\e
certificatcs you arc ruquired to submit to us may bc submittcd to ts by facsimile tansmission to
the following numbqs: Ql?) 225-6,464 and (212) 225-57(D, or any other facsimile numbc(s)
nftich may be dcsignatcd by us by writtar noticc delivcred to you at least 15 days prior to the
applicabte darc of Drawing. You shall use your bcst efforts to confirm such notice of a Drawing
by telcphone to onc of thc following numbers (or ury othcr telepbore number ufiich may bc
designated by us by written noticc delivered to you at least 15 days prior to the applicable date of
Ihawing): Ql2) 225-5424 or Ql2)225-5705, but such telcphonic notice shall not be a condition
to a fharrying hcreunder. If we rcceive your ccrtificate(s) at suoh offico, all in stict conformity
with thc terms and conditions of this Letter of Credit, (i) with rcspect to any Rcgular Drawing or
Redomption Drawing,at or bcfore l:30 P.M. (New York City timc), we will honor such
Drawing(s) at or bcfore l:ffi P.M. (New on the next succeeding brrsiness dan
and (ir) with rcspect to any Tender I l:00 A.M. (Ncw York City timc), on a
business day on or bcfore the will honor such Drawing(s) at or before 2:30
P.M. (New York City dan in accordancc with yorn payment
instnrctions;you will usc your best efforts to give rs telephonic
notification of any ptcsentation to thc tclephonc numbers dcsignated abovg with
Rederption Drawing or Tendcr Drawing at or before 10:30respect to any
A.M. (New York City timc) on thc samc buincss day. If we reccive your certificate(s) at such
officc, all in suict conforrrity with thc terms and sonditions of this Lcttcr of Credit (i) after l:30
P.M. (Ncw York City timc), in thc case of a Regular Drawing or a Rcdemption Drawing on any
bwincss day on or before the Cancellation Datc, we will honor such certificarc(s) at or bcforc
l:00 P.M. (New York City time) on the second succceding busincss day, or (ii) after I l:00 A.M.
(New York City timc), i! thc casc of a Tender Drawing on any brsiness day on or beforc thc
Cancellation Date, we will honor such ccrtificatc(s) at or bcfore 2:ffi P.M. (Ncw York City time)
on the ncxt succceding business day. Payment rurdcr this Lefier of Credit will be made by wire
transfer of Fedcral Funds to yoru account with any bank that is a member of the Federal Rescrve
Systcm. All payments made by trs under this Ictter of Credit will be made with our own funds
and not with any finds of the Company, its affiliatcs or the Issuer. As uscd hercin, "buslncss
day''mears a day except a Satuday, Sunday or other day (D on which banking institutions in the
city or citicg in which thc designated office under thc Indcnturc of the Tnrstee, the remarketing
agent undcr the Indenture or the pa$ng agent urdcr the lndenture or thc officc of the Bank
which will honor draws upon this Lctter of Credit arp loc*cd are required or authorizsd by law
or executive order to close or are close{ or (ii) on which the New York Stock Exchange, thc
Company or remar*eting agcnt under the Indenturc is closcd.
This Letter of Credit is tansferable in its cntircty (but not in part) to any transferoe who
has succecdcd you as Tnrstcc under the Indenturc, and such mrsfcrred Lctter of Crcdit may bc
succcssively transferred to any sucoessor Tnrstcc ttrcreunder, btrt may not be assigrrcd,
transferrcd or oonveyed under any other circumstance. Transfer of the available balancc under
this Letter of Credit to such transferee shall be cffected by the prescntation Letter of
Cledit and all amendments hcreto, accompanicd by a certificatc in Exhibit 7.
Upon such transfcr, wc will cndorse thc tansfcr on of Credit and
forward it directly to such transfcree with otr
srrch ransfcr, a transfcr fee will be charged to
. ln connection with
Applicang btrt tlre payment of
such fee will not bc a condition to thc transfer.
g Scotiobonk 5
This Lener of Credit may not be transfened to any person with which U.S. persons are
prohibited from doing business under U.S. Foreign Assets Control Regulations or other
applicable U.S. laws and Regulations.
Except as otherwise provided herciru this Letter of Credit shall be governed by and
constnred in accordance with International Standby Pnactices, Publication No. 590 of the
International Chamber of Commerce (*ISFIF'). As to matters not covercd by ISP98 and to the
extent not inconsistent with ISP98 or made inapplicable by this Letter of Credit, this Letter of
Credit shall be governed by the larvs of the State of New York, including the Uniform
Commercial Code as in cffect in the State of New York.
This Letter of Credit scts forth in full our undertaking, and such undertaking shall not in
any luay be modified,
or agrcement refened
except only the
incorporate
certificates.
ofa
Drawing
by
/6
Authorized Signature
Name: Bruce Bleier
Title: Director
amplified or limited by refercnce to any document, instrument
(including, without limitration, the Bonds and the Indcnnre),
to hercin; and any such rcference shall not be deemed to
any document, instrument or agreement except for such
wherever the terms of this Letter of Crcdit shall rcfcr to the purpose
or the provisions of any agrcement or document pursuant to which such
hercunder, such purposc or povisions shall be conclusively determined
statements made in the certificate accompanying such Drawing.
Etr (t'lo
Pindling
Manager
EXHIBIT 1
REGULAR DRAWINC CERTIFICATE
The undersigned, a duly authorized officer of The Bank of New York Mellon Tnst
Company, N.A., as Tnstee (tlrc "Truslee"), hereby ccrtifies as follows to The Bank of Nova
Seotia (the"Banlf), with refcrcnce to Inpvocable Tnnsferable Direst Pay Letter of Credit No.
93444/80085 (the "Lefrer of Credit), issued by the Bar* in favor of the Trustee. Terms defined
in the Letter of Credit and uscd but not defined herein shall have the meanings given them in the
ktterof Crcdit.
(l) The Trustee is the Trustee undcr the lndenture for the holders of the Bonds.
(2) The rcspective amounts of principal of and interest on the Bonds, which do not
exceed the Principal Component and Interest under the Letter of
Credit, which arp due and payable (or which have becn to be due and payable) and with
respect to the payment of which the Trustee is ale as follows:
Principal
lnterrst:
(3) The respective portiors
principal of and interest on the
of this Certificate in respect of payment of
computed in accordance with (and this
the Bonds and the Indenture.
been
ofCertificate cornplies with) the terms and
(4) Please send the payment requested hereunder by wire tansfer to [insert wire
fransfer instnrctions].
(5) This Certilicate is being presented upon the [scheduled maturity of the
Bondsl [accelerated maturlty of the Bonds pursurnt to the Indenturel- end is the finel
Drawlng under the Letter of Credit in respect of prlnclpal of aud interest on the Bonds.
Upon the honoring of this Certificate, the Letter of Credit will expire in accordence with ih
terms, The
hercwith.l"
originel of the Letter of Credit, together with all lmendments, is returned
IN WITNESS WHEREOF, the Trustee has executed and delivered this
the _ day of 2A-.,
THE BA}.IK OF NEW
TRUST COMPAI.TY,
By:
Title:
lnsert appropriatc brackcted language.
To bc used upon schcdulcd or accclerated maturity ofthe Bonds'
of
a
aa
EXHIBIT 2
TENDER DRAWING CERTIFICATE
The undersigne{ a duly authorized ofticer of The Bank of Ncw York Mellon Trust
Company, N.A., as Trustee (the "Truslce'), hercby certifies as follows to The Bank of Nova
Scotia (*c "BanP), with reference to lrrevocable Transferable Direct Pay Lcrer of Credit No.
934/04/80085 (the "Iit er of Credlt'), issued by the Banlc in ftvor of the Trustee. Terms defined
in the Letter of Credit and used but not defined hercin shall have thc meanings given them in the
Letter of Credit.
(l) The Trustee is thc Trustee under the Indenture for the holders of the Bonds.
(2) The amount of thc Tender under this Certifisate to pay the portion of the
purchase price of the Bonds as of_ (the"Purchase l)ote")
is USD which does not Component under the Letter of Credit.
(3) The amount of the under this Certificate to pay the portion of the
purchase priL".of the Bonds to intercst due as of the Purchase Date is USD
-t
which does not Interest Component under the Letter of Credit.
(4) The total the Tender Drawing under this Certificate is USD
(s) The of the total amount of this Certifrcate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the Indenture.
(6) The Trustee or the Custodian under the Custodian and Pledge Agreement refened
to bclow will register or cause to be registered in thc name of the Company, upon payment of the
amount dravrn hercunder, Bonds in the principal amount of the Bonds being purchased with the
amounts drawn hereunder and will hold strch Bonds in accordance with the provisions of the
Custodian and Plcdge Agreement, dated as of March 26,2011, among the Company, the Burk
and The Bank of New York Mellon Trust Company, N.A., as Custodian, as amended or
othenuise modified from time to time.
(7) Please send the payment r€questd hercunder by wire transfer to
transfer instructions].
"' Assuming psymcnt under thc lrncr of Credit pursuant to a Rcgular Drawing for inrcrest on the Bonds duc and
papble on or after thc datc of this Certificate but prior to the Purch$e Datc.
Credtt wlll expire in rccordrnce wlth lts terms. The
togetherwith ill emendments, is returued herewith.l""
IN WITNESS WHEREOF, thc Trustee has exccuted
the _ day of , 20-.
l(8) This Certilicete ir being prcsented upon the occurrence of a mandatory
purchrsc undcr either Sectlon 3.02(r)(iii) or 3.02(a)(iv) of the Indenture and ls the finrl
Drrwing under the Letter of Credit Upon the honoring of thtg Certilicete, the Letter of
the Letter of Credit,
this Certificate as of
THE NEW YORK MELLON
, N.A., as Trustee
"" To bc includcd if Ccrtificate is bcing prcscntcd in conncction with a mandatory purchase of thc Bonds under
cither Scction 3.02(aXiii) or 3.02(aXiv) of dre Indennnc but only if no furthcr draws under thc Lcncr of Credit arc
rcquired pusuant to thc Indcnmre on or prior to the Purchase Datc.
By:
Its:
EXHIBIT 3
REDEMPTIO}I DRAWING CERTIFICATE
The undersigned, a duly authorized offrccr of The Bank of New York Mellon Trust
Company, N.A., as Trustee (thc "IrzsteC),as follows to The Bank of Nova
Scotia (thB"Bonk"), with refercnce to Direct Pay Letter of Credit No.
93444/800E5 (he "Leiler of Credll'), issued in favor of the Trustee. Terms defined
in the Letter of Credit and used but not
Letter of Credit.
shall have the meanings given them in the
(l) The Trustee is the the Indenture for the holden of the Bonds.
@ The amount of Drawing to pay the portion of the redemption
price of the Bonds principal is USD _, which does not cxceed the
Principal Component under of Credit.
(3) The amount of the Redemption Drawing under this Certificate to pay the portion
of the rcdemption price of the Bonds corresponding to interest is USD , which does
not exceed the Interest Component under the Letter of Credit.
(4) The total amount of the Redemption Drawing utder this Certificate is USD
(5) The respective portions of the total amount of this Certificate have been computed
in accordance with (and this Certificate complies with) the terms and conditions of the Bonds
and the lndenture.
(6) Please send the payment requested hereunder by wire transfer to [insert wire
transfer instructionsJ.
l(7) This Certilicate ls thc lind Drrwing undcr the Letter of Credit end, upon the
honoring of cuch Certificrte, the Letter of Credit will expire ln eccordrnce with its terms.
The originel of the Letter of Crcdit, together with rll emcndmenE, ls rcturned
herclvith.l""
IN WITNESS WHEREOF, the Trustee has executed and delivered this
the _ day of . 20-.of
THE BA}.IK OF NEW
TRUST COMPA}IY,N
By:
Its:
To bc used upon optional or mandatory redemption of the Bonds in full.
DC{IBIT 4
BEpUCION CERTTFTSATE
The undersigred, a duly authorized officer of Bank of Ncw York Mellon Trust
Company, N.A., as Trustee (the "TrwteC'), hereby as follows to The Bank of Nova
Scotia (the"Bonk'),with reference to lrrevocable Direct Pay Letter of Credit No.
93444/80085 (the "Letter of Credif'), issued
in the Letter of Credit and used but not
Letter of Credit.
favor of the Tnrstee. Terms defined
have the meanings given them in the
(l) The Trutee is the the Indenture for the holders of the Bonds.
(2) The aggrcgate
Indenture) has been rcduced to
(3) The Principal
amount of the Bonds outstanding (as defined in the
Component is hereby conespondingly reduced to USD
interest on the reduced amount of principal set forth in paragraph (2) hereof computed at a
modmum rate of l2o/oper annum calculated on the basis of a 365-day year.
IN WITNESS WHEREOF, the Trustee has executed and delivered this
the_ day of-r 20-.
THE BAl.lK OF
TRUST COMPAI{Y,
By:
lts:
as of
MELLON
EXHIBIT 6
NOTICF OF CONVERSION
The undersigned, a duly authorized officer of The Bank of New York Mellon Trust
Company, N.A. (the "Ttuslee"), hereby certifies to The Bank of Nova Scotia (the"Bank'), with
reference to lrrevocable Transferable Direct Pay Letter of Crcdit No. 93444/80085 (llrc *Letler
of Crcdif'; the terms defined therein and not othenrise defined herein being used herein as
thercin defincd) issued by the Bank in favor of ttre Trustec, as follows:
(l) The Trustee is the Trustee under the Indenture for the holders of the Bonds.
(2) The interest rate on all Bonds rcmaining outstanding have been converted to a rate
other than a daily rate or a weekly rate pusuant to the Indenturc on
-
(the
"Convercion DolC), and accordingly, said [rtter of Credit shall terminate fifteen (15) days after
such Conversion Date in accordance wittr its tcrms.
(3) Thc original of thc Letter of Credit and all amendments thereto arc retumcd
herewith.
IN WITNESS WHEREOF, the Trustee has executed and delivered this as of
the_day of ,20_.
THE BAI.IK OF MELLON
TRUST COMPANY,
By:
Its:
E)(HIBIT 7
TNSTRUCTIONS TO TRANSFER
Lener of Credit; provided, however, that no rights shall
such Eansferee until such transfer complies with the
20
Thc Bank ofNova Scotia
New York Agcncy
One Liberty Plaza
NewYork,NewYork 10006
RE: Thc Bank ofNova Scotiq New Yorlc Agency Inevocable Transferable Direct Pay
lrtter of Credit No.
Ladies and Gentlemen:
The undersigned, as Trustee Trust Indenturc, dated as of November l, 1995, as
amendod and supplemented by Trust Indenture, dated as of February l,
2002 (as amended,modified from time to time, the "Indenlare"),
between Sweetwater County,and The Bank of New York Mellon Trust Company,
N.A., is named as Letter of Credit referred to above (ttrc "Lctter of Credit').
The uansferee named the undersigned as Trustec undcr the Indenture.
(Name of Transferee)
(Addrcss)
Thercforc, for value received, the undersigned hereby you to
ransfcr to such transferee all rights of the undersigned to draw under Credit.
By this transfer, all rights of the undersigled in the are tansfered to
such nansferee and such transferee shall hereafter have the
to
as beneficiary under the
have been nansfened to
of the Letter of Credit
pertaining to tansfers. The undersigned hansferor the transferor no longer has any
rights under or interest in the Letter of Credit. All amendments are to be adviscd directly to tlre
tansferee without the necessity of any consent of or notice to the undersigned transferor.
The original of such Letter of Credit and atl amendments arc being rctumed herewith,
and in accordance therewith we ask you to endorse the within transfer on the rcvqme thercof and
fonrard it dircctly to the transferee with your customary notice of ransfer.
2
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as
of the day of 20-.
THE BAI-IK OF MELLON
TRUST fransferor
By:
Its:
as transfereeINAME
By:
lts:
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
One Liberty Plaza
Ncw Yorlq New York 10006
IRREVOCABLE TRAI.ISFERABLE DIRECT PAY LETTER OF CREDIT NO. 93444/80085
Dated:
Beneficiary:
The Bank ofNew York
Company, N.A., as
2 North LaSalle I
Chicago, Illinois
Attention:Trust
We hereby amend our Inevocable Transferable Direct Pay Letter of Credit Number 93,[phone]
as follows:
Amendnrent Sequerrce Number:
Strated Expiration Date is extended to:
All other terms and conditions remain unchangcd. This Amendment is to be considered an
integral part of the Letter of Credit and must be attached thereto.
THE BANK OF NOVA SCOTI.A, NEW YORK AGENCY
Authorized Signature Authorized
Applicant:
PacifiCorp
825 N.E. Multnomatr Str€ct, Suitc 1900
Portland, Orcgon 972324116, USA
Autharlzed Signer
.t
SweeTw hTEt
nq{EP Scotiobonk
THE BAilK OF I{OVA SCONA
Ncw York Agency
250 Ycrcy Strcot, J{rw YorI, }1.Y. 1028t
EXHIBITs
EXTENSION AIVTENDMENT
Thc Bank of Nova Scotia
Nqr YorkAgcncy
250 Vescy Strea
Ncw Yorlc, Ncw York l02tl
IRREVOCABLE
Beneliciary:
The Bank of New York Mellon Trust Company,
N.r{., as Tnstee
2 North LaSallc Street, Suitc 1020
Chicago, Illinois 60602, USA
Attention: Global Corporate Trust
We hereby amend our lrrevocable
as follows:
Amcndment Sequence Numbcr: I
Transferablc Direct Pay
v ErTER OF CREDIT NO. 93444/80085
Datod: F&ruary 13,2015
Applicant:
PacifiCorp
825 N.E. Multnornah Strcct, Suitc 1900
Portlan4 Oregon 972324116, USA
93444/80085
Stated Expiration Datc is extc'nded to:2017.
All otlrcr terms and corditions remain unchanged. This Amendment is to be coruidcred an
intcgral part of thc tettcrof Crcdil and must bc attachcd thcrao.
NOVA NEW YORK AGENCY
afr
Authorizcd Signature Authorized
PacifiCorp
E25 N.E. Multnomah Strect, Suitc 1900
Portland Oregon 972324116, USA
Thc Eenk of Nova Scotla
Nqn./Yotk Agency
25O V6ey str€et
ilew Yo*, N.Y 10281
$ Scothbonk''
EXHIBIT 8
EXTENSION AMENDMENT
The Bank of Nova Scotia
New York Agency
250 Vesey Strea
New Yorlq New York 10281
IRREVOCABLE TRAI.ISFERABLE OF CRE-DIT NO. 93'144/80085
Dated: January 18,2017
Bcneficiary:Applicant:
The Bankof Neu,
N.A., asTnstee
Mellon Trust Company,
2 North LaSallc Street, Suite 1020
Chicago, Illinois 60612, USA
Attention: Global Corporate Trust
Wc hereby amend our lrrcvocable Transfemable Direct Pay Lettcr of Crcdit Numbcr 93444/80085
as follows:
Amendment Sequance Nurnbcn 2
Stated Expiration Date is cxtended to: March 26,2019.
All otherterms and corditions remain unchanged. This
integral pan ofthe Irtter of Credit and must be attachod thereto.
THE BAI{K OF NOVA SCOTI.A, NEW YORK ACENCY
an
T r,'''r1 "-/&Authqfized Slgnaturc d P3 /
4l- L *l
Authorized Sigrrature n
L-"o*l
Case No PAC-S-94-1; Order No 25443
and
Case No PAC-S-95-2; Order 26039
Notice of Termination for Letter of Credit Agreement Dated March 7,2019
Between PacifiCorp and Canadian Imperial Bank of Commerce
$1211940,000 Emery County, Utah Pollution Control Revenue Refunding Bonds
@acifiCorp Project) Series 1994.
p
BNY MELLON Corporate Trutt
2 N Lasalle St,e6t, Suito 7@
Chicago, lL 60602
March 7,2019
VIA UPS
Canadian lmperial Bank of Commerce, New York Branch
425 Lexington Avenue
Attn: Charmaine McPherson
NewYork, NY 10017
Re: Emery 1994 - Letter of Credit No S8GT757054 Termination
Dear Ms. McPherson:
f n connection wlth the termination of the Letter of Credlt on March 7,20L9, the Trustee hereby surrenders to you the
letter of Credlt llsted below on March 8, 2019.
lnevocable Transferable Direct Pay Letter of Credit No. S8GT757054 (Emery Serles 1994)
! can be contacted at (312) 827-L358 ifyou have any questions.
Sincerely,
Cynthia Reis
Vice Presldent
cc:
Canadlan lmperial Bank of Commerce, New York Branch
425 Lexington Avenue, 4rh Floor
NewYork, NY 10017
Attn: RobbyCasey
(No enclosures)
Kristi Olsen
PacifiCorp
825 N.E. Multnomah, Suite 1900
Portland, OR 97232
(No enclosures)
W
6
t.iltat
2r06C!rt.20t2,01Ganadlan lmperlal Bank of New York Branch
Plrrc rnd
This Page forms an integral part of our Letter of Credit No. S8GT75705.4.
EXHIBIT 5
TERMINATION CERTIFICATE
The underslgnad, a duly authorized officer of The Benk of New York Mellon Trust Company, N.A., as
Trustee (the "Irustee'), hereby certlffes to Canadian lmpedal Bank of Comm€rce, New York Branch (the
'BanK), with reference to lnevocable Transferable Direct Pay Letter of Credit No. S8GT757054 (he
'Letter of Ctodlf: the terms delined therein and not otherwisa defined herein being used herein as
trerein deftned) issued by the Bank in lavor of the Trustee, as follows:
(1) The Trustee is the Trustee under the lnd€nture for the holders of the Bonds.
(2) The oonditions to termlnation of the Letter of Credit set forth in the lndenture have been satislied, and
accordingly, said Letter of Credit has terminated in accordanca with its terms.
(3)The originalof the Letterof Credit and all amendments thereto are retumed herewith.
lN WTNESS WHEREOF, the Trustee has executed and def,vered this Cerlilicate as of theMarcq ,20-l-2.
-*I day of
THE BANK OF NEW YORK MELLON TRUST
/k",
QSi(khjl
Page 9 of l3
Ttrc OBC logo h r rcgbtcrcd t'.domerk of Erngur Q8C tc ,ogo CrrC 6t u,rt,rrrrquc d(pot h d! r. f.iq.rc CrtC.
CIBC
N.A., as Trustee
By:
lls:lC..Z ?
L2llat
2r06C 3rt.lor2r0rCanadlan lmperlal Bank of New York Branch
lrrsvocable Trensferablo Dltact Pay Lettar of Grodlt No. S8GT757054
Effectlvc Drte: March 19,2015
Beneficlary:
The Bank of New York Mellon Trust
Company, N.A. as Trustee
2 North LaSalle Street, Sulte 1020
Chlcago, llllnols 60602, USA
Appllcant:
PaciliCorp
825 N.E, Multnomah Street
Suite 1900
Portland, Oregon 97232-4116, USA
an Event of Default under lhe
Amount: USD123,864,314,00
One Hundrcd and Twcnty Three Milllon Eight
Hundred and Sixty Four Thousand Three
Hundred and Fourteen US Dollars
Date of Explry: 19 March 2017
AttenUon: Global Corporate Trust
Dear Sir or Madam:
We, Canadian lmpedal Bank of York Branch, 425 Lexington Avenue, 4b Floor, Nsw
York, New York 10017 (the
No. SBGT757O54I'LetEr
issuc our lnevocable Transfcrable Dircct Pay Letter of Credit
he requcet and br the account of PaclfiCorp (the'Company')
pursuanl to that ccrtain and Rclmbursemcnt Agreemcnt, dated as of March 19, 2015,
ohenrisc modified from [me to timc beingbetween thc Company and us (as amcnded, supplcmenEd or
herein rcfened to as he "Relmbutsemant Agreemenf), in your favor, as Trugbc under the Trust
lndenture, dated as of November 1, 1994 (as amended, supplemented or otherwise modified from time to
time, the "lndenturdl, between Emery County, Utah (the'lscue/) and you, as Trustee for the benelit of
the Bondholders rcfened to therein, pursuant to which USDl21,940,000.00 in aggregate principal amountof the lssue/s Pollution Control Ravanue Refunding Bonds (PacittCorp Project) Serlas 1994 (the
'8onds') wete issued. This Letter of Credtt is only amllable to be drawn upon wtth respeci to Bonds
bearing lnterest at a rate other than a term interest rate purcuant to the lndenture. This Letter of Credil ls
ln the total amount of USDl23,864,314.00 (subjec{ to adjustment as provlded
This Letter of Credit shall be effectve lmmediataly upon the above and shall
expire upon the earliest to occur of (l)March 19,2017, or if not the next succeedang
Business Day (the'Stated Explntton Date'), (ii) four
notice from us (A) notifying you of &e occurrence ard
your receipt of written
Reimbursement Agreement and steting that such pursuant to Section 9.01(g) of he
lndenture, or (B) notlfylng you, not later than he
Regular
Section
the lnterestDrawing against
3.02(aXiv) of he I
that such
Day following the date we honor a
notice ls being given pursuant to
lndenture and that this of will not be reinstated in accordance wilh
its terms, (lli) the date on which we raceive a written and completed certificate signed by you in the form
of Exhibit Q attached hereto. (iv) the date which is 15 days following the Conversion Date for all Bonds
remaining outstandlng to a term interest rate purauant to he lndenlura as such date is specilied ln a
written and compEted certilicate signed by you in the fom of Exhibit 6 attacfred hereb and (v) he date
on which we recelve and honor a written and completed certificate signed by you in the brm of Exhiblt 1,
Exhibit 2 or EIhiEILll attiached herelo, atating that the drawing thcrcunder ls the linal drawing under the
Letter of Credit (such earllest date being tp"Cancellatlon Dafe).
Prior to the Cancellauon Datq, we may axtend the Stated Expiration Date from time to Ume at the rcquest
of he Company by delivering to you an amendment to this Letler of Credit in fre form of Exhiblt I
Ettadted hercto deslgnating the date to which the Stated Expiration Date ls belng extended. Each such
Pagc 1 of 13
Itc OEC logo b . rcgincrcd tr.dGmrrl of lrnq,C OBC t! bgo crDC ltt unc ,', rqur @ota. & h ,,,nC1uD Clgc
CIBC
Salttaa
lrocc l|l.20tu0rCanadlan lmperlal Bank of New York Branch
This Page forms an integral part of or Lctter of Crcdit No. S8GT757054.
extension of the Stated Expira6on Datc shal becomc efiadive on the dats of such arendmcnt and
thereafter all rcferenccs ln thls Lcttcr of Crdit to thc Steted Expiration Detc ahall be dccmed to be
references to the date designatcd as such in such amendmcnt Any datc to whlch he Stated Expiration
Date has baen cr[ended as hereln provided may be extended in a like menner.
The aggregate amount which may be drawn under this Letter of Crcdit, subfcct to reductiona in amount
and reinstatement as provided below, le USD 123,864,314.(X), of which the aggregate amounts set brth
below may be drawn as indlcated.
(i) An aggregate amount not exceedlng USD 121,940,000.00, as such amount may be reduced and
restored as provitled belor, may be drawn in of (or the portlon
of the purchase price of Bonds conespondlng to
(ii)USD 4, aB such amount may be reduced and restored
as payment of up to 48 days' intercst on lhe prlncipal
of a 36$amount of the Bonda compubd at a
day year (or he portion of the
of 12% per annum calculated on he basisgbe of Bonds conesponding thercto) (thc 'lnlerest
Componenfl.
The Prlnclpal Component Component shall be reduced effective upon our recelpt of a
certificate in the form of hereto completed in strict compllance with the terms hereof.
The presentation of a requee0ng a drawlng hereunder, in strlct oompliance wlth the terms
hereof ehall be a"Dnwlngf; a Drawing ln respect of a ragularly schaduled lnterest payment or payment
of prindpal of and interest on the Bonds upon scheduled or accelerated maturity shall E a'Ragular
Drawlnt a Drawing to pay principal of and foiterast on Bonds upon redemption of the Bonds ln whole or
in part shall be a'Redemptlon Dnwlngf; and a Dnawing to pay the purchasa price of Bonds in
accordance with Section 3.01, 3.02, 3.03 or 3.M of the lndenture shafi be a'Tendelr Dnwlngf.
Upon our honoring of any Rcgular Drawing hereunder, the Principal Component and the lnterest
Component shall be reduced lmmediately followlng such honorlng, in eadr case by an amount equal to
the respcctlve component of the amount specified ln such certlficate: pnvlded, hovnver, that, unless lhe
Cancellation Date shall have occuned, the arnounl of iny Rcgular Drawing hercunder drawn against he
lnterest Component shall be automatically reinslated
eighth 1ath1 Businass Day foltowlng thc d'ate of such
lnterest Componen[ unless you
Business Day following the date
accordanca with its tcrms.
as of the close of business York on the
honoring by such amounl against the
05sevanth
bc reinstated in
shall have recelved written notice from us no
of such honoring, stating [rat this Lettcr of
Upon our honoring of any RedempUon Drawing hereunder, the
immedhtely following such honoring by an amount equal
redeemed wlth the proceeds of snch Redemplion Drawlng
to
immedhtely folloring such honorlng by an amount equal
the Bonds to be redeemed computed at a maximum rate
365day year.
per annum
shall be reduced
amount of the Bonds to be
Component shall be reduced
on such pincipalamounl of
calculated on the basis of a
Upon our honoring of any Tender Drawing hereunder, the Prlnclpal Component and the lnterest
Component shall be reduced immediately following such honorlng, in each case by an amount equal to
the respective component of the amount specified ln such certificate. Unless the Cancellation Date shall
have occurred, promptly upon our having been reimburscd by or for the account of the Company in
respect of any Tender Drawing, togcther with intercst, if any, owing thcreon pursuant to the
Reimbursement Agreement, lhe Principa! Component and the lnterest Component, respec0vely, shallbe
Page 2 of 13
Thc Cllc logo lr a ruginGrcd md.lrt.rt of Eurqr,ro oBc t. ,o!p crrc a uE ,,urq,te ilPtae & h ,|a$t cEc
CItsC
l.!ltral
2r06C ilL.Iorzt rCanadlan lmperial Bank of New York Branch
Thls Page forms an integra! part of our Lefier of Credit No. S8G757054.
reinstated when and to the extent of such reimbursement. Upon your telephone request, we will confirm
reinstatemont pursuant to this paragraph.
Funds under thls Letter of Crcdit are available to you against the appropriate certificate specifed b6low,
duly executed by you and appropriately completed.
Exhibit Setting Forth
Tvoe of Drawino Form of Certificate Reouired
Regular Drawing Exhibit 1
Tender Drawing
Redemptlon Drawing
Drawing certificates and other certificates hereunder shall
Exhibit 2
Exhibit 3
date of presentation and shall be
prcsented on a business day (as hcreinafrer defined)
courler to our office located at Canadian lmperial
Avenue, New York, New York 10017, wih a copy facsimile to our global operafions ccnter
in Toronto, Canada and addressed in Agreement (or at any oher
office whictr may be designated by us by dclivered to you at least 15
a nationally reognized ovcrnight
New York Branch, 425 Lexington
applicable date of Dnwing) (the'8anf,'s
be submitted to us by facsimlle
may be designated by us by written
Drawing. You shall use your
following number (or any other
dallvered to you at
tr424344
certficates you
948-1934, or any
to you at least 1
confirm such nolice
are required to
other facsimlle
days prior to the
submil to ue may
numbe(s) wtrich
5 days prlor to
of a Drawing
the applicable date of
by tehphone to the
by written notkr
(Betty Schaubel)least 15 days prior
or (416)(Frederick Page), but telcphonic notice shall not be a condition to a Drawing
hereunder. lf we receivc yotr certifrate(s) at atrh office, all in stict conbrmity f,,ith he terms and
conditions of thls Letter of Credit, (i) with respect b any Regular Drawing or Redemption Drawing, at or
before 3:00 P.M. (Ncw York City time), we wlll honor such Drawing(s) at or beforu 1:00 P.M. (New York
City time), on the second succeeding business day, and (li) with respcct to any Tender Drawing, at or
before 12:fi) noon (New Yoilt City tirne), on a business day on or bebre the Cancellation Dale, ure will
honor such Drawing(s) at or before 2:30 P.M. (New York Cig time), on he game buslness day, in
accordancc with your payment insbuctlons; plorvlded, however, that you will use your best efforts to giva
us telephonic notiftcation ol any such pendlng presentation to the telephona numbers designated above,
(A) with respect to any Regular Drawing or Redempton &awing, at or before 10:00 A.M. (New York Clty
time) on the next preedlng business day, (B) with respact to any Tender Drawing to pay the purchase
price of Bonds in accordance with Section 3.01 or 3.02 of tre lndenture, at or before 10:00 A.M. (New
York City time) on lhe seme businesg day and (C) with respect to any Tender Drawlng to pay the
purchase price of Bonds ln accordance with Section 3.03 or 3.(X of the lndenture, at or before 12:00
noon (New York City time) on the next precedlng business day. lf we receive your certificate(s) at such
offce, all ln strlct conforml$ wth the tcrms and conditions of this Letter of Credlt (l) after 3:00 P.M. (Ncw
Yorft City time), in the case of a Regular Drawing or a Redemption Drawing, on any buslness day on or
before 0te Cancclation Date, we will honor such certificate(e) at or bofore 1:00 P.M, (New York City tme)
on the third succeeding business day, or (ii) after l2:@ noon (New York Clty time), ln the case of a
Tender Drawing, on any business day on or before the CancellaUon Date, we will honor such certlficate(s)
at or before 2:30 P.M. (Nau York Ci$ time) on the next succeeding business day. Payment under this
Letter of Gredit will be made by wire lransfer of Federal Funds b your account with any bank that ie a
member of thc Federal Reserve Systcm. All paymenb made by us under thls Letter of Credit will be
made with our own funds end not with any funds of the Company, its afiiliatcs or the lssuar. As used
Page 3 of 13
fhe CtsC logo lr r rcgino:d radcrnr* of lanqur CIBC tc rogo Of Gil.rn€,n rquc daporac & h la,qw CIBC,
CIBC<
tGrrIt
:r06c all.loruICanadlan lmperlal Bank of Commerce, New York Bnnch
425 Lexlmton Avenue.4m Floor
This Page forms an integral part of our Letter of Credit No. S8GT757054.
herein, 'buslness da1l means a day except a Saturday, Sunday or other day (i) on whlch banklng
insUtutlone in the city or cities in whlch the deslgnated office undcr the lndcnture of hc Trustcc, the
remarketing agcnt under thc lndenture or thc paylng agent undcr thc lndcnturc or the officc of the Bank
which will honor draws upon this Leter of Crcdit aru located are requircd or auhorized by law or
executive order to close or ara cloeed, or (ii) on which thc New York Stock Exchange or ramarketing
agent under the lndenture is closed.
Thls Letter of Credlt is tansfcraUe ln its entlrety (but not in pail) to any transferee who has succeededyou as Trustee under the lndenture, and such transErrud Letter of Credit may be successively
transfensd to any suooessor Trugtee thereunder, but may not be assigned, transferred or conveyed
under any other circumstance. Transfer of the available balance under thls Letter of Credlt to such
tsansferee shall be effected by the presentation to us
accompanbd by a certificato in tha form set forth ln
of [rls Letter of Credit and all amendments herclo,
Upon such transfer, we willendorsa the
transfer on the Gverse of thls Letter of Credlt and to such transferee with our customary
notice of banshr. ln conneclion with such fee wlll be chargcd b he account of the
Applicant, but the payment of such fee will not be to the effectiveness of such transfcr
This Latter of Credit may not
doing business under U.S.
be transfened wlth which U.S. persons are prohlbited fom
Foreign Regulations or other applicable U.S. laws and
Regulations.
Excapt as othenrise provided Letter of Credlt shall be govcmed by and construed ln
accordance with lnternational PublicaUon No. 590 of the lntemational Chamber of
Commerce ("lSP98'). As to covered by lSP98 and to tho ertent not inonsistent wlh lSP98
of Credlt, his Lctter of Crsdit shall be govemed by the laws of thc
Uniform Commcrcial Code as in effect ln he State of New York.
This Letter of Crcdit sets forth in full our undertaklng, and such undertraklng shall not in any way be
modified, amended, amdilied or limited by reference to any document, lnsbument or agreement rcfened
to herein (including, without limitalion, tha Bonds and ha lndenturc), except only the certificales refenad
to herein; and any such rebrenco ghall not be deemsd to lncorpoate herein by rehrence any document,
instrument or agreement except for such certifrcates. Wlrenever and wheraver he terms of thls Letter of
Credit shall refer b he purpose of a Drawing hereunder, or the provisions of any agrBement or documenl
pursuant to which such Drawlng may be made her€under, such purpose or provislons shall be
conclusively determined by relerence to he statements made in the cartiticate accompanying such
Drawing.
!N WITNESS WHEREOF, the Bank has caused this Letter of Credit to be duly cxecutcd and delivered
of the date first above written.
CANADIAN IiIIPERIAL NEW YORK
By
Name:
TiUe:GcncralManagPr
By
Title:Blair Kissack
General Manager
Page4 of 13
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35;lr:tat
2r06c B[.-20rz0rCanadian lmperlal Bank of New York Branch
Pl.ce
This Page forrns an integral part of our Leiler of Credit No. S8GT757054.
EXHIBIT 1
REGULAR DRAWING CERTIFICATE
The underslgned, a duly authorized officer of The Bank of New York Mellon Trust Company, N.A., as
Trustee (the'Iruslee"), hereby certifies as follows to Canadian lmperial Bank of Commerce, New York
Branch (th€ "Banl(1, with reference to lnevocable Transferable Direct Pay Letter of Credit
No. SBGT757054 (the 'Letter of Ctoditl, issued by the Bank in favor of the Trustee. Terms deltned in
the Letter of Gredit and used but not deflned harein shall have the meanings given hem in the Letter of
Credit.
(1) The Trustee ls he Trustee under the lndenture for the holders of he Bonds.
(2) The respective amounts of principalof and lhe Bonds, which do not exceed the Principal
Component and lnterest Componcnt, respectively,Lettsr of Credit, which are due and payable
with respect to the payment of whhh the(or which have besn dedared to be due and
Trustee is presentlng this Certilicate, are as
Pdncioal: USD
lnterest USD
(3) The respective portbns
interest on the Bonds have
Ccrtificate in respect of payment of principal of andof the
been accordance with (and this Celtificate complies with) the
terms and conditions of the Bonds
(4) Please send the payment by wire transferb [nsert wlre hansfer instructionsJ.
(5) Thls Certlflcate le balng presented upon the [rchcduled malurlty of the Bondst [accalcretedmaturlty of the Bonds purruant to the lndenturcl and ls the flnal Drawlng under the Lcfier of
Credlt ln tuepect of prlnclpal of and lntercst on the Bonds. Upon the honorlng of thlr Gcillflcrte,
tha Lstter of Crcdlt wlll explro ln accordanca wlth ltc tcme. The orlglnal of the Letter of Crcdlt,
togethcr wlth all amendments, l8 rctumed herawtth.t
lN WTNESS WHEREOF, the Trustee has executed and delivered this Certificale as of the day of,20_.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.. as Trustee
Title:
Page 5 of 13
By:
fhc CIBC logo b . r.gtrtar€d radcol.]t ol Banqc OBC & bgo c,8( !'t un ,rl tqr,r d(pa(c da ,r trnqc CllK
r2ltat
:ro6c BE 20r2,DrCanadlanBank of New York Branch
Pl.cr
This Page forms an integral part of our Letter of Credit No. S8GT757054.
The undersigned, a duly authorized officar of of New York Mellon Trust Company, N.A., as
lmperial Bank of Commerce, l,$ew York
Transfcrable Dir€ct Pay Lelter of Credit
lhe Bank in favor of the Trustee. Terms defined in
Trusbe (the'Irus0ae'), hereby cartifies as
Branch (the "&enfl.
No. SBGT757054 (the
with reference to
"Letter of
the Letter of Credit and used but not
Credit.
shall have the mcanlngs givcn them in the Letter of
(1) Thc Trustee is the Truslee under the for the holders of the Bonds.
(2) The amount of the Tender Drawing under hb Certificata to pay the portion of the purchase pie of
the Bonds conesponding to princlpal ae of (thc 'Purciase Dale') is USD
-,
whlch doEs not exceed the Prlncipal Component under the Letter of CrEdit.
(3) Thc amount of the Tendcr Drawlng under this Certificate to pey the portlon of tha g.rrchase gbe of
the Bonds corrcsponding to intcrest due as of the PurchasE Date ls USD , wtrich does not
exceed 0re Interesl Component undcr lhe Lettcr of Credlt.
(4) The total amount of the Tender Drawing under $b Cerfificate is USD
-,
(5) The respective portions of the total amount of this Gertlffcate have been computed ln accordance with
(and thls Certiftcate complies wi0r) the tcrms and conditlons of he Bonde and the lndenture.
(6) Ihe Truetee or the Custodian urder the Custodian and Pledge Agrcemcnt refenad to below will
register or sause to be rcgistercd ln the name of the Company, upon payment of the amount drawn
hcrcundar, Bonds in the princlpal amount of thc Bonds behg purchased with lhc amounts drawn
hcrcunder and will hold such Bords in accordance wih the provisbns of he Custodlan and Plcdge
Agrccment, dated as of March 19, 2015, emong the Company, the Bank and The Bank of Nevtt York
Mellon Trust Company, N.A., as Custodian, as amended or otherwise modified from time to tlme.
(7) Please send the payment requestad hereunder by wire transfer lo [insert wire transfer instructionst.
lN WITNESS WHEREOF, the Trustee has executed and delivered hls Certificate as of tha _ day of,20-.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A, as Trustae
By:
Its:
Pagc 6 of 13
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CIBC
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2t0€c ![-2or2r0rCanadlan lmperlal Bank of New York Branch
This Page forms an integral part of our Letter of Credit No. SBGT757054.
3
The undersigned, a duly authorizcd Bank of New York Mellon Trust Company, N.A., aE
to Cenadian lmpcrlal Bank of CommGrce, New YorkTrustee (tha'Tnrstee'), hereby certifles
Branch (the '8anlt'), with reference Transferable Dlrcct Pay Letter of Credit
No. S8GT757054 (the "Letter of by the Bank in favor of the Trustee, Terms defined ln
the Lctter of Crcdit and used bul ttot
Credlt
shall have the meanings given them in the Latter of
(1) The Trustee is the Trustee under for the holders of the Bonds.
(2) The amount of the Redemption to pay the portion of lhe redemption fice of the Bonds
which does not exceed the Principal Component underconesponding to prlncipal is USD
the Letter of Credit.
(3) The amount of he Redemplion Drawing undcr this Certificate to pay the portion of the redemption
prce of the Bondg conesponding to lnterest is USD , whlch does not exceed lhe lnterest
Componenl under the Leter of CIBdit.
(4)ThelotalamountoftheRedemptionDrawingundcrhlsCefficatelsUSD-.
(5) The respective portions of he total armunt of thb CcrtificaE havc bccn computed In accordance wtth
(ard this Certlficatc complieswith) lhe terms and condiUons of the Bonds and the lndenture.
(6) Please send the paynrcnt requcsted hereunder by wire tsansfer to [insert wire transfer inshuctlonsl.
(7) Thlc Ccrtlflcate E Oe llnal Drawlng under thc Lctter of Credlt end, upon the honorlng of such
Certlflcatc, the Lettr of Credlt wlll cxplrc ln accordrnce wlth its tcmt. The orlglnal of the Lettcr of
Cmdlt, together wlth all amendmcnE, ls returncd hcrswlth.
lN WTNESS WHEREOF, the Trustee has executed and delvered this Certificate as of the day of,20-.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
Its:
Page 7 of 13
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2t06c 8tt-2012trrGanadlan lmpcrlal Bank of Commolcq ilew York Branchi25Larl@ptxcandllmtYor{tFwdodr.tffi;l
This Page forms an integral part of our Letterof Credit No. SBGT757054.
The undersigned, a duly authorlzad officer
TrusEe (the'Inrstec'), heraby certifies as
of of New Ysk Mcllon Trust Company, N.A., as
lmperial Bank of Commerce, New York
Branch (the '8enlf), wih rcfcrcnca to Transhrable Direct Pay Lcttcr of Crudit
Bank h favor of the Trustee. Tcrms dafined in
I have the meanings given them in hc Letter of
No. S8GT757054 (thc'Lctter of Cr.dltl,
the Letter of Credil and used bul not defined
Credit.
(1) The Trustee is he Trustea under
(2) The aggregate principal amount
reduced to USD
':; ,;::mH:::i::X"fi
,he nden,ure, has been
(3) The Principal Component is hereby conespondingly reduced to USD
Its:
Page I of 13
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:rGC B[..t0rz0rCanadian lmperlal Bank of New York Branch
IltilerVodq ltleil {!r{!t004'7
Thls Page forms an integral part of our Letter of Credit No. S8GT757054.
EXHIBIT 6
NOTICE OF CONVERSION
The undersigned,
'Irustae'), heraby
of New York Mcllon Trust Company, N.A. (the
Nal York Branch (the'Baa*'), wiUt
reference to lnevocable Transferablc Direct Pay Credit No. S8GT757054 (the 'Letter of
Crcdfl: Sre terms defined therein and not herein being usad herein as therein defined)
issued by the Bank in favor of the Trustee, as
(1) The Trustee is the Trustee undcr the I holders of the Bonds.
(2) The lnterest rate on all Bonds hava been converted to a term interest ratc
pursuant to thc lndenture on Daie"), and accordingly, said Letter of Credat
shall terminate fifleen (15) days after such Date in accordance with its terms.
(3) The origlnal of the Letler of Gredit thereto are returned herewith.
IN WTNESS WHEREOF, the
,20_.
day of
Its:
Page 10 of l3
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ts
Llrtat
I06C irt zotz0rGanadlan lmparlal Bank of New York Branch
Ph(c
This Page brms an integral part of our Letler of Credit No, SBGT757054.
EXHIBIT 7
INSTRUCTIONS TO TRANSFERs
canadian lmperlal Bank of Commerce ('
NewYork Brinch 4'
425 Lexington Av€nue, 4'n Floor tNewYork,NewYorkl00lT (
RE: Canadhn lmperial Bank of Commer$frew York Branch,
lnevocable Transferable Direct PayGher of Credit No. S8GT757054
Ladies and Gentlemen:q
,ro"(n, Trust lndenture, dated as of November 1, 1994 (as amended,The undersigned, as Trustee
supplemented or othenrise modlfied from time to time, the 'ladenture'), between Emery County, Utah
and The Bank of New York Mallon Trust Company, N.A., is named as beneficiary ln the Letter of Cradlt
refened to above (the 'Letter of Cr€dltl. The lnansferee named below has succeeded fte undersigned
as Trustee under the lndenture.
(Name of Transfcrec)
(Address)
Therefore, for nalue received. the undersigned hereby inevocably lnstructs you to transEr to sudt
transferee all rights of the underslgncd to draw under the Letter of Cradit.
By this transfer,all dghts of the
shall heraafter
undersigned in the Letter of Credit are transfened to and
such transferee have the sole righls as beneficiary
bansfened
under the
howevar. hat no rights shall be deemed to have been to such
complies with the requlrements of the Letter of Credlt pertalning to transErs.transferor
conlirms that the transferor no longer has
are to be advised direcUy to the
any rights under or interest in Letter of Credit. All
amendments transfer€e without the consent of or notice
to the undersigned transbror
The original of such Letter of Credit and all amendments are behg reru4gfficrewith, and in accordanca
therewilh we ask you to endorse th€ within transfer on the revede tne$t and fonrard it directly to Sre
transferee with your customary notice of transfer. \.
lN WTNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the _
day of 20_.
Page 11 of 13
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Ganadian lmperlal Bank ot New York Branch
ta2ttat
2to5c l[.2or2r0r
This Page forms an int€gral part of our Letter of Gredlt No. SBGT757054
THE BANK OF NEW YOBK
COMPANY, N.A., as transtgfl
MELLON TRUST
By:
Its:
ll
INAMEOF as transferee
By:
Its:
Page 12 of 13
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125
and
This Page forms an lntegral part of our Letter of Credit No. S8GT757054.
EXHIBIT 8
EXTENSION AMENDMENT
Canadian lmperial Bank of Commeroe
New York Branch
425 Lexington Avenue, 4h Floor
New York, New York 10017
RE: Inevocable Transferable Direct Pay Letter of Credit
Beneficiary:
The Bank of New York Mellon Trust
N.A., as Trustee
2 North LaSalle Street, Suite 1020
Chicago, lllinols 60602, USA
Atlention: Global Corporate Trust
PacifiCorp
825 N.E. Multnomah Strcet, Suite 1900
Portland, Oregon 97232-4116, USA
We hereby amend our lnevocable Transferable Direct Pay Letler of Credit No. S8GT757054 as fdlows:
Amendment Sequenca Number:
Stated Expiration Date ls extended to:
All other terms and conditions remain unchanged. Thls Amgndment ls to be considered an integra! part
of the Letter of Credit and must be attacfied thereto.
CANADIAN IMPERIAL BANK OF COMMERCE
NEWYORK BRANCH
Auhorized Signature Authorized Signature
Page 13 of l3
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CIBC
Canadian lmperial Bank of CommersE, New York Branch
19 December2016
Phc. .nd data of l$ue Uau et d.tr ddm&ricn
!r:rtttat
2!06C ilt'2or2/01
Letter of Credit Reference No.SBGT757O54
AMDOOlAmendment No.
Beneficlary: Appllcant:
The Bank of New York Mellon Trust PaclfiCorp
Company, N.A. as Trustee EE N.E. Multnomah Street
z ttoittr t-asate street, suite 1020 lSi[tsoo
Chicago,lllinois60602, USA
rynd,Oragon
972324116, USA
.l\'
We hereby amend our lnevocabla TransferaOfe;fi& Pay Letter of Credit No, S8GT757054 as follows:
AmendmentSequenceNumbec00l *
Stated Expiration Date is extended to: Uar,fig,2019
All other terms and conditionE ,rr"irlHanged. {
This Amsndment is to be considersdln integral part of tne Le$r of Credit and must be attachedthereto.
A
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{f.lewYork Branch
d
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UPS CampurShlp: VhwrPrlnt Labtl
1. Ensur? thor" ars no other shlpplng or tracllng labolc ettached to your paclage. Seled lhe Print button on lhc
priot dialog box thet appcars. NotB' l, }!ur browscr does not supporl thir funciion ttbd Print trom thc FalG mefiu to
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2. Fold ths prlnhd lebrl et tic rolld [nr bctqv. Plec. tho lrbrl ln a tlPS Shipping Pouch. lf you do not hav. s poudr,
allir the lolded label using dcar plastic shpflng trBpc ove, lhe €ntirs labcl.
3. GEfN}lG YOUR SHIPIENTTO UPS
Gwtomcn wlth o Drlly Plclup
Your drtvcr wll pldtup your chipnont(lf .r ulusl.
Cullom.t! wlthost a Oelly Plokup
Takc your pacltsgc lo any locstftrn ol The UPS Store0. UPS Access PointffM) bcation. UPS Drop Box, UPS
Custmrcr Center, Slrplcs8 or Autho.ircd Shipping Outlct near you. ltcrns sent vh UPS Rclurn S€rvicss(SM)
(hchrdlng via Ground) 8rs alSo scocptod at Drop 8oxas. To ind lhe bcatron nasrest you, plcasa visit lhe Rsrourccs
arca of CampuaShip and selcct UPS Locatione.
Sclrcdulc a same dey or future dey Pidrup to hsvs s UPS drive, pi*up all your CampucShlp packagcs.
Hand ths ped€ge to 8ny UPS tttlr,et in your area.
Page I of I
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