-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gcPKZO/kl8EhR8fQQsaS4LGamcNhaDyKrjtUJYCgxocp2NoaDWJNdR4adRixJPAi 8i0FyAIsRHd58C5vyO+PXQ== 0000908159-95-000012.txt : 19950415 0000908159-95-000012.hdr.sgml : 19950414 ACCESSION NUMBER: 0000908159-95-000012 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 19950412 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICORP /OR/ CENTRAL INDEX KEY: 0000075594 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 930246090 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58569 FILM NUMBER: 95528459 BUSINESS ADDRESS: STREET 1: 700 NE MULTNOMAH STE 1600 CITY: PORTLAND STATE: OR ZIP: 97232 BUSINESS PHONE: 5037312000 FORMER COMPANY: FORMER CONFORMED NAME: PACIFICORP /ME/ DATE OF NAME CHANGE: 19890628 FORMER COMPANY: FORMER CONFORMED NAME: PC/UP&L MERGING CORP DATE OF NAME CHANGE: 19890628 S-4 1 FORM S-4 Registration No. 33-__________ ======================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 PACIFICORP (Exact name of Registrant as specified in its charter) Oregon (State or other jurisdiction of incorporation or organization) 4911 93-0246090 (Primary Standard Industrial (I.R.S. Employer Identification No.) Classification Code Number) 700 NE Multnomah Suite 1600 Portland, Oregon 97232-4116 (503) 731-2000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) RICHARD T. O'BRIEN Vice President 700 NE Multnomah Suite 1600 Portland, Oregon 97232-4116 (503) 731-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) It is respectfully requested that the Commission send copies of all notices, orders and communications to: STOEL RIVES BOLEY WINTHROP, STIMSON, PUTNAM JONES & GREY & ROBERTS 700 NE Multnomah, Suite 950 One Battery Park Plaza Portland, Oregon 97232-4109 New York, New York 10004-1490 Attention of John M. Schweitzer Attention of C. Payson Coleman, Jr. (503) 872-4821 (212) 858-1426 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] __________________ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------- Proposed Proposed Title of Principal maximum maximum each class Amount offering aggregate Amount of of securities to be price per offering registration to be registered registered(1) $25 debenture(2) price(2) fee - ---------------------------------------------------------------------------------- Junior Subordinated $125,000,000 $25.1875 $125,937,500 $43,426.73 Deferrable Interest Debentures - ---------------------------------------------------------------------------------- (1) To the extent holders of PacifiCorp's $1.98 No Par Serial Preferred Stock elect not to participate in the Exchange Offer (as defined herein), the number of Junior Subordinated Deferrable Interest Debentures issued will be reduced. (2) Estimated solely for purpose of calculating the registration fee pursuant to Rule 457(f)(1) under the Securities Act of 1933 based on the average of the high and low prices for PacifiCorp's $1.98 No Par Serial Preferred Stock on the New York Stock Exchange on April 10, 1995.
__________________ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ======================================================================= PACIFICORP Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K Location in Form S-4 Item No. and Caption Prospectus ----------------------------- ---------- A. Information About the Transaction 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus ....................... Facing Page of Registration Statement; Cross Reference Sheet; Cover Page of Prospectus 2. Inside Front and Outside Back Cover Pages of Prospectus ......... Available Information; Incorporation of Certain Documents by Reference; Table of Contents 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information ....................... The Company; Prospectus Summary; Special Considerations Relating to the Exchange Offer and the Debentures; Selected Financial Information 4. Terms of the Transaction ......... Prospectus Summary; The Exchange Offer; Certain Federal Income Tax Considerations; Certain Federal Tax Considerations for Non- United States Persons; Description of Debentures; Description of Capital Stock 5. Pro Forma Financial Information ..... Not Applicable 6. Material Contacts with the Company Being Acquired ............ Not Applicable 7. Additional Information Required for Reoffering by Persons and Parties Deemed to be Underwriters ...................... Not Applicable 8. Interests of Named Experts and Counsel ............................ Legal Opinions 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities .... Not Applicable B. Information About the Registrant 10. Information with Respect to S-3 Registrants ....................... Incorporation of Certain Documents by Reference; The Company 11. Incorporation of Certain Information by Reference .......... Incorporation of Certain Documents by Reference 12. Information with Respect to S-2 or S-3 Registrants ................ Not Applicable 13. Incorporation of Certain Information by Reference .......... Not Applicable 14. Information with Respect to Registrants Other Than S-3 or S-2 Registrants ................ Not Applicable C. Information About the Company Being Acquired 15. Information with Respect to S-3 Companies ..................... Not Applicable 16. Information with Respect to S-2 or S-3 Companies .................. Not Applicable 17. Information with Respect to Companies Other Than S-2 or S-3 Companies .................... Not Applicable D. Voting and Management Information 18. Information if Proxies, Consents or Authorizations are to be Solicited ......................... Not Applicable 19. Information if Proxies, Consents or Authorizations are not to be Solicited or in an Exchange Offer ............................. Incorporation of Certain Documents by Reference; The Exchange Offer FORM OF LEGEND Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Subject to Completion, Dated April 12, 1995 PACIFICORP Offer to Exchange _____% Quarterly Income Debt Securities (QUIDSSM) (Junior Subordinated Deferrable Interest Debentures, Series A, due 2025) for $1.98 No Par Serial Preferred Stock, Series 1992 ________________________________________ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY __, 1995, UNLESS EXTENDED. ________________________________________ PacifiCorp, an Oregon corporation (the "Company"), hereby offers, upon the terms and subject to the conditions set forth in this Prospectus and the accompanying Letter of Transmittal (the "Letter of Transmittal," which, together with this Prospectus, constitute the "Exchange Offer"), to exchange up to $125,000,000 aggregate principal amount of debentures designated as its _____% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures") for up to all of the outstanding shares of the $1.98 No Par Serial Preferred Stock, Series 1992, of the Company (the "Series 1992 Preferred Stock"). The Debentures are offered in minimum denominations of $25 and integral multiples thereof, and the Series 1992 Preferred Stock has a liquidation preference of $25 per share. Consequently, the Exchange Offer will be effected on the basis of $25 principal amount of Debentures for each share of Series 1992 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. The dividend on the Series 1992 Preferred Stock payable on May 15, 1995 for the period February 6, 1995 through May 5, 1995 will be payable to shareholders of record on April 21, 1995 regardless of when shares of the Series 1992 Preferred Stock are tendered pursuant to the Exchange Offer. Dividends accumulated after May 5, 1995 will not be paid on the Series 1992 Preferred Stock accepted for exchange in the Exchange Offer. In lieu thereof, holders of Debentures will be entitled to interest from and including May 6, 1995, as described below. Holders of Series 1992 Preferred Stock may participate in the Exchange Offer by properly completing and signing the Letter of Transmittal and tendering their shares of Series 1992 Preferred Stock as described in "The Exchange Offer--Procedures for Tendering" in accordance with the instructions contained herein and in the Letter of Transmittal prior to the Expiration Date (as defined herein). The Company will accept for exchange Series 1992 Preferred Stock validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on May __, 1995, or if extended by the Company, in its sole discretion, the latest date and time to which extended (the "Expiration Date"). The Exchange Offer will expire on the Expiration Date. Tenders of Series 1992 Preferred Stock may be withdrawn at any time prior to the Expiration Date and, unless accepted for exchange by the Company, may be withdrawn at any time after 40 business days after the date of this Prospectus. The Company expressly reserves the right to (i) extend, amend or modify the terms of the Exchange Offer in any manner and (ii) withdraw or terminate the Exchange Offer and not accept for exchange any Series 1992 Preferred Stock, at any time for any reason, including (without limitation) if fewer than 1,000,000 shares of Series 1992 Preferred Stock are tendered (which condition may be waived by the Company). For a description of the other terms of the Exchange Offer, see "The Exchange Offer--Withdrawal of Tenders" and "--Expiration Date; Extensions; Amendments; Termination." (Continued on next page) See "Special Considerations Relating to the Exchange Offer and the Debentures" for a discussion of certain factors that should be considered in connection with the Exchange Offer and an investment in the Debentures, including in the case of the Debentures the period and circumstances during and under which payment of interest may be deferred and certain related federal income tax consequences. _____________________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ____________________________________ SMQUIDS is a service mark of Goldman, Sachs & Co. ____________________________________ ____________________________________ The Dealer Managers for the Exchange Offer are: Goldman, Sachs & Co. Salomon Brothers Inc ____________________________________ The date of this Prospectus is April __, 1995. The Debentures will mature on May __, 2025 and will bear interest at an annual rate of _____% from and including the first day following the Expiration Date (the "Issue Date"). Interest will be payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year (which are the same dates on which dividends on the Series 1992 Preferred Stock are payable, when, as and if declared), commencing August 15, 1995, provided that, so long as the Company shall not be in default in the payment of interest on the Debentures, the Company shall have the right, upon prior notice by public announcement given in accordance with New York Stock Exchange (the "NYSE") rules at any time during the term of the Debentures, to extend the interest payment period at any time and from time to time for a period not exceeding 20 consecutive calendar quarters (each such extended period, an "Extension Period"). No interest shall be due and payable during an Extension Period, but at the end of each Extension Period the Company shall pay to the holders all interest then accrued and unpaid on the Debentures, together, with interest thereon, compounded quarterly at the rate of interest on the Debentures. Upon the termination of any Extension Period and the payment of all interest then due, the Company may commence a new Extension Period. After prior notice by public announcement given in accordance with the NYSE rules, the Company also may prepay at any time all or any portion of the interest accrued during an Extension Period. Consequently, there could be multiple Extension Periods of varying lengths throughout the term of the Debentures. In the event that the Company exercises such right to extend, the Company may not declare or pay dividends on, or redeem, purchase or acquire, any shares of its capital stock, including the Series 1992 Preferred Stock, until deferred interest on the Debentures is paid in full, subject to certain exceptions described herein. Therefore, the Company believes that the extension of an interest payment period on the Debentures is unlikely. However, should the Company determine to exercise such right in the future, the market price of the Debentures is likely to be adversely affected. See "Special Considerations Relating to the Exchange Offer and the Debentures" and Description of Debentures--Interest" and "--Option to Extend Interest Payment Period." In addition, registered holders of the Debentures on August 1, 1995 will be entitled to interest at a rate of 7.92% per annum from and including May 6, 1995 to and including the Expiration Date in lieu of dividends accumulating after May 5, 1995 on their Series 1992 Preferred Stock accepted for exchange, payable on August 15, 1995, which is the date of the first interest payment on the Debentures ("Pre-Issuance Accrued Interest"). No extension of an interest payment period will be permitted with respect to Pre-Issuance Accrued Interest. The Debentures are redeemable at the option of the Company at any time after May 31, 1997 (which is the same date after which the Series 1992 Preferred Stock is redeemable at the option of the Company), in whole or in part, at a redemption price of 100% of the principal amount of the Debentures redeemed, plus accrued and unpaid interest to the date fixed for redemption. The Debentures will not be subject to mandatory redemption, and no sinking fund will be established for the payment of the Debentures. See "Description of Debentures-- Optional Redemption." The Debentures are unsecured obligations of the Company and will be subordinate to all existing and future Senior Indebtedness (as defined herein) of the Company, but senior to preferred stock of the Company, including the Series 1992 Preferred Stock, and to the Common Stock of the Company. On December 31, 1994, approximately $3.7 billion of such Senior Indebtedness was outstanding. As the Debentures will be issued by the Company, the Debentures effectively will be subordinate to all obligations of the Company's subsidiaries. See "Description of Debentures--Subordination." For United States federal income tax purposes, the exchange of Series 1992 Preferred Stock for Debentures will, depending upon each exchanging holder's particular facts and circumstances, be treated as either an exchange in which gain or loss is recognized or as a distribution taxable as a dividend, and the Debentures will be treated as having been issued with original issue discount. For a discussion of these and other United States federal income tax considerations relevant to the Exchange Offer, see "Certain Federal Income Tax Considerations" and "Certain Federal Tax Considerations for Non-United States Persons." The Series 1992 Preferred Stock is listed and principally traded on the NYSE. On April __, 1995, the last full day of trading prior to the first public announcement of the Exchange Offer, the closing sales price of the Series 1992 Preferred Stock on the NYSE as reported on the Composite Tape was $_______ per share. Holders of Series 1992 Preferred Stock are urged to obtain current market quotations therefor. Application has been made to list the Debentures on the NYSE. To the extent that Series 1992 Preferred Stock is tendered and accepted in the Exchange Offer, a holder's ability to sell Series 1992 Preferred Stock not tendered for exchange could be adversely affected. The Company does not believe that the Exchange Offer has a reasonable likelihood of causing the Series 1992 Preferred Stock to be delisted from the NYSE. No person has been authorized to give any information or to make any representations in connection with the Exchange Offer other than those contained in this Prospectus. If given or made, such information or representations should not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the respective dates as of which information is given herein. The Exchange Offer is not being made to (nor will tenders be accepted from or on behalf of) Holders (as defined below) of Series 1992 Preferred Stock in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Company may, at its discretion, take such action as it may deem necessary to make the Exchange Offer in any such jurisdiction and extend the Exchange Offer to Holders of Series 1992 Preferred Stock in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer is being made on behalf of the Company by the Dealer Managers (as defined below) or one or more registered brokers or dealers which are licensed under the laws of such jurisdiction. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information (including proxy and information statements) filed by the Company can be inspected and copied at public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following Regional Offices of the Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048, and Chicago Regional Office, 500 W. Madison Street, 14th Floor, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the prescribed rates. The Common Stock of the Company is listed on the NYSE and the Pacific Stock Exchange. Reports, proxy statements and other information concerning the Company can be inspected at their respective offices: New York Stock Exchange, 20 Broad Street, New York, New York 10005, and Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104. This Prospectus constitutes a part of a registration statement on Form S-4 (together with all amendments and exhibits thereto, the "Registration Statement") filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information included in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of any document do not purport to be complete and, in each instance, are qualified in all respects by reference to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is subject to and qualified in its entirety by such reference. Reference is made to the Registration Statement, including the exhibits thereto, for further information with respect to the Company and the securities offered hereby. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated in this Prospectus by reference: (1) Annual Report on Form 10-K for the year ended December 31, 1994; and (2) Current Reports on Form 8-K dated March 9 and April 11, 1995. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the date on which the Exchange Offer is consummated shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents." Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Incorporated Documents are not presented in this Prospectus or delivered herewith. The Company hereby undertakes to provide without charge to each person, including any beneficial owner of Series 1992 Preferred Stock, to whom a copy of this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the Incorporated Documents, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference therein. Requests should be directed to Richard T. O'Brien, Vice President, PacifiCorp, 700 NE Multnomah, Suite 1600, Portland, Oregon 97232, telephone number (503) 731-2000. In order to ensure timely delivery of the Incorporated Documents, any request should be made not later than five business days prior to the Expiration Date. The information relating to the Company contained in this Prospectus does not purport to be comprehensive and should be read together with the information contained in the Incorporated Documents. TABLE OF CONTENTS Page Available Information. . . . . . . . . . . . . . . . . . . 3 Incorporation of Certain Documents by Reference. . . . . . 4 Prospectus Summary . . . . . . . . . . . . . . . . . . . . 6 Special Considerations Relating to the Exchange Offer and the Debentures. . . . . . . . . . . . . . . . 17 The Company. . . . . . . . . . . . . . . . . . . . . . . . 22 Selected Financial Information . . . . . . . . . . . . . . 23 The Exchange Offer . . . . . . . . . . . . . . . . . . . . 25 Price Range of Series 1992 Preferred Stock . . . . . . . . 38 Description of Debentures. . . . . . . . . . . . . . . . . 38 Description of Capital Stock . . . . . . . . . . . . . . . 49 Certain Federal Income Tax Considerations. . . . . . . . . 53 Certain Federal Tax Considerations for Non-United States Persons . . . . . . . . . . . . . . . 59 Experts. . . . . . . . . . . . . . . . . . . . . . . . . . 63 Legal Opinions . . . . . . . . . . . . . . . . . . . . . . 63 PROSPECTUS SUMMARY The following summary does not purport to be complete and is qualified in its entirety by the detailed information contained elsewhere in this Prospectus or by documents incorporated by reference into this Prospectus. The Company PacifiCorp (the "Company") is an electric utility that conducts a retail electric utility business through Pacific Power & Light Company and Utah Power & Light Company, and engages in power production and sales on a wholesale basis under the name PacifiCorp. The Company is the indirect owner, through PacifiCorp Holdings, Inc. (a wholly-owned subsidiary), of 86.6% of Pacific Telecom, Inc. and 100% of each of Pacific Generation Company and PacifiCorp Financial Services, Inc. The principal executive offices of the Company are located at 700 NE Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is (503) 731-2000. See "The Company." Certain Investor Considerations Prospective investors should carefully review the information contained elsewhere in this Prospectus prior to making a decision regarding the Exchange Offer and should particularly consider the following matters: Potential Benefits to Exchanging Holders - -- The annual interest rate on the Debentures (as defined below) will be .___% (___ basis points) higher than the indicated annual dividend rate on the Series 1992 Preferred Stock (as defined below). See "--Comparison of Debentures and Series 1992 Preferred Stock"below. - -- The Debentures will rank senior to the Series 1992 Preferred Stock as to payment in respect thereof and as to the distribution of assets upon liquidation. See "Special Considerations Relating to the Exchange Offer and the Debentures--Subordination of Debentures." - -- In order to benefit from the higher annual interest rate on the Debentures (as compared to the indicated annual dividend rate on the Series 1992 Preferred Stock), holders of Series 1992 Preferred Stock need not pay any additional cash. Holders of Series 1992 Preferred Stock may participate in the Exchange Offer (as defined below) by properly completing and signing the Letter of Transmittal (as defined below) and tendering their shares of Series 1992 Preferred Stock as described in "The Exchange Offer--Procedures for Tendering" in accordance with the instructions contained herein and in the Letter of Transmittal prior to the Expiration Date (as defined below). Potential Risks to Exchanging Holders - -- Participation in the Exchange Offer will be a taxable event. See "Special Considerations Relating to the Exchange Offer and the Debentures--Exchange as Taxable Event." - -- The interest payment period on the Debentures may be extended under certain circumstances by the Company in its sole discretion for up to 20 consecutive quarters during which no interest would be payable thereon. In the event an extension occurs, holders of the Debentures would continue to accrue income on the Debentures for United States federal income tax purposes. See "Special Considerations Relating to the Exchange Offer and the Debentures--Right of Company to Defer Payment of Interest," "--Potential Market Volatility During Extension Period" and "--No Cash Payments During Extension Period to Pay Accrued Tax Liability." - -- The Debentures constitute a new series of securities with no established trading market. While application has been made to list the Debentures on the New York Stock Exchange (the "NYSE"), no assurance can be given as to the liquidity of, or trading markets for, the Debentures or whether the sales price of the Debentures on the NYSE at the time of issuance thereof (or at any time thereafter) will be greater than or less than either the stated principal amount thereof or the closing sales price of the Series 1992 Preferred Stock on the NYSE on the Expiration Date. See "Special Considerations Relating to the Exchange Offer and the Debentures--Listing and Trading of Debentures and Series 1992 Preferred Stock." - -- While dividends on the Series 1992 Preferred Stock are eligible for the dividends received deduction for corporate holders, interest on the Debentures will not be eligible for the dividends received deduction for corporate holders. See "--Comparison of Debentures and Series 1992 Preferred Stock" below. The Exchange Offer Purpose of the Exchange Offer The principal purpose of the Exchange Offer is to improve the Company's after-tax cash flow by replacing the Series 1992 Preferred Stock with the Debentures. The potential cash flow benefit to the Company arises because interest payable on the Debentures will be deductible by the Company (as it accrues) for United States federal income tax purposes, while dividends payable on the Series 1992 Preferred Stock are not deductible. See "The Exchange Offer--Purpose of the Exchange Offer." Terms of the Exchange Offer Upon the terms and subject to the conditions set forth herein and in the accompanying Letter of Transmittal (the "Letter of Transmittal," which together with this Prospectus, constitute the "Exchange Offer"), the Company hereby offers to exchange up to $125,000,000 aggregate principal amount of debentures designated as its _____% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures") for up to all of the outstanding shares of the $1.98 No Par Serial Preferred Stock, Series 1992, of the Company (the "Series 1992 Preferred Stock"). Exchanges will be effected on the basis of $25 principal amount of Debentures (the minimum permitted denomination) for each share of Series 1992 Preferred Stock (which has a liquidation preference of $25 per share) validly tendered and accepted for exchange in the Exchange Offer. See "The Exchange Offer--Terms of the Exchange Offer." Shares of Series 1992 Preferred Stock exchanged pursuant to the Exchange Offer will revert to the status of authorized but unissued shares of the Company's No Par Serial Preferred Stock. Securities Offered The Debentures will mature on May __, 2025 and will bear interest at an annual rate of _____% from and including the first day following the Expiration Date (the "Issue Date"). Interest will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (which are the same dates on which dividends on the Series 1992 Preferred Stock are payable, as, when and if declared), commencing August 15, 1995, provided that, so long as the Company shall not be in default in the payment of interest on the Debentures, the Company shall have the right, upon prior notice by public announcement given in accordance with NYSE rules at any time during the term of the Debentures, to extend the interest payment period at any time and from time to time for a period not exceeding 20 consecutive calendar quarters (each such extended period, an "Extension Period"). In the event that the Company exercises such right to extend, the Company may not declare or pay dividends on, or redeem, purchase or acquire, any shares of its capital stock (including the Series 1992 Preferred Stock) until deferred interest on the Debentures is paid in full, subject to certain exceptions as described herein. Therefore, the Company believes that the extension of an interest payment period on the Debentures is unlikely. However, should the Company determine to extend such right in the future, the market price of the Debentures is likely to be adversely affected. See "Special Considerations Relating to the Exchange Offer and the Debentures" and "Description of Debentures--Interest" and "--Option to Extend Interest Payment Period." The Debentures are redeemable at the option of the Company at any time after May 31, 1997 (which is the same date after which the Series 1992 Preferred Stock is redeemable at the option of the Company), in whole or in part, at a redemption price of 100% of the principal amount of the Debentures redeemed, plus accrued and unpaid interest to the date fixed for redemption. The Debentures will not be subject to mandatory redemption, and no sinking fund will be established for the payment of the Debentures. See "Description of Debentures-- Optional Redemption." The dividend on the Series 1992 Preferred Stock payable on May 15, 1995 for the period February 6, 1995 through May 5, 1995 will be payable to shareholders of record on April 21, 1995, regardless of when shares of the Series 1992 Preferred Stock are tendered pursuant to the Exchange Offer. Dividends accumulated after May 5, 1995 will not be paid on Series 1992 Preferred Stock accepted for exchange in the Exchange Offer. In lieu thereof, registered holders of the Debentures on August 1, 1995 will be entitled to interest at a rate of 7.92% per annum from and including May 6, 1995 to and including the Expiration Date, payable on August 15, 1995, which is the date of the first interest payment on the Debentures ("Pre-Issuance Accrued Interest"). No extension of an interest payment period will be permitted with respect to Pre-Issuance Accrued Interest. The Debentures will be issued pursuant to an indenture to be dated as of May 1, 1995 between the Company and The Bank of New York, as trustee (the "Indenture"). See "Description of Debentures." Expiration Date; Withdrawals The Company will accept for exchange Series 1992 Preferred Stock, validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on May __, 1995, or if extended by the Company, in its sole discretion, the latest date and time to which extended (the "Expiration Date"). The Exchange Offer will expire on the Expiration Date. Tenders of Series 1992 Preferred Stock pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date and, unless accepted for exchange by the Company, may be withdrawn at any time after 40 business days after the date of this Prospectus. See "The Exchange Offer-- Withdrawal of Tenders" and "--Expiration Date; Extensions; Amendments; Termination." Extensions, Amendments and Termination The Company expressly reserves the right to (i) extend, amend or modify the terms of the Exchange Offer in any manner and (ii) withdraw or terminate the Exchange Offer and not accept for exchange any Series 1992 Preferred Stock, at any time for any reason, including (without limitation) if fewer than 1,000,000 shares of Series 1992 Preferred Stock are tendered (which condition may be waived by the Company). See "The Exchange Offer--Expiration Date; Extensions; Amendments; Termination." Procedures for Tendering Each Holder (as defined below) of the Series 1992 Preferred Stock wishing to accept the Exchange Offer must (i) unless an Agent's Message (as defined herein) is utilized in connection with a book-entry transfer, properly complete and sign the Letter of Transmittal or a facsimile thereof (all references in this Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) in accordance with the instructions contained herein and therein, together with any required signature guarantees, and deliver the same to The Bank of New York, as Exchange Agent (the "Exchange Agent"), at either of its addresses set forth in "The Exchange Offer--Exchange Agent and Information Agent" and either (a) certificates for the Series 1992 Preferred Stock must be received by the Exchange Agent at such address or (b) such Series 1992 Preferred Stock must be transferred pursuant to the procedures for book-entry transfer described herein and a confirmation of such book-entry transfer must be received by the Exchange Agent, in each case prior to the Expiration Date, or (ii) comply with the guaranteed delivery procedures described herein. See "The Exchange Offer--General" and "--Procedures for Tendering." In order to participate in the Exchange Offer, Holders of Series 1992 Preferred Stock must submit a Letter of Transmittal and comply with the other procedures for tendering in accordance with the instructions contained herein and in the Letter of Transmittal prior to the Expiration Date. LETTERS OF TRANSMITTAL, SERIES 1992 PREFERRED STOCK AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, AND NOT TO THE COMPANY, THE DEALER MANAGERS OR THE INFORMATION AGENT REFERRED TO HEREIN. Special Procedure for Beneficial Owners Any beneficial owner whose Series 1992 Preferred Stock is registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on such beneficial owner's behalf. If such beneficial owner wishes to tender on its own behalf, such owner must, prior to completing and executing a Letter of Transmittal and delivering its Series 1992 Preferred Stock, either make appropriate arrangements to register ownership of the Series 1992 Preferred Stock in such owner's name or obtain a properly completed stock power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the Expiration Date. See "The Exchange Offer--Procedures for Tendering--Signature Guarantees." Guaranteed Delivery Procedures If a Holder desires to accept the Exchange Offer and time will not permit a Letter of Transmittal or Series 1992 Preferred Stock to reach the Exchange Agent before the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected in accordance with the guaranteed delivery procedures set forth in "The Exchange Offer--Procedures for Tendering--Guaranteed Delivery." Acceptance of Shares and Delivery of Debentures Upon the terms and subject to the conditions of the Exchange Offer, including the reservation by the Company of the right to withdraw, amend or terminate the Exchange Offer and certain other rights, the Company will accept for exchange all shares of Series 1992 Preferred Stock that are properly tendered in the Exchange Offer and not withdrawn prior to the Expiration Date. Subject to such terms and conditions, the Debentures issued pursuant to the Exchange Offer will be issued as of the Issue Date and will be delivered as promptly as practicable thereafter. See "The Exchange Offer--Terms of the Exchange Offer" and "--Expiration Date; Extensions; Amendments; Termination." Certain Federal Income Tax Considerations The exchange of Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer will be a taxable event for exchanging shareholders. Depending on each exchanging shareholder's particular facts and circumstances, the exchange will be treated as (i) a transaction in which gain or loss will be recognized in an amount equal to the difference between the fair market value of the Debentures received in the exchange and the exchanging shareholder's tax basis in the shares of Series 1992 Preferred Stock surrendered or (ii) a distribution taxable as a dividend in an amount equal to the fair market value of the Debentures received by such exchanging shareholder. In the case of a shareholder who directly or constructively owns solely Series 1992 Preferred Stock, or not more than one percent of the Series 1992 Preferred Stock outstanding and not more than one percent of all other classes of outstanding stock of the Company, an exchange of all or a part of such shareholder's Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer should ordinarily be treated as a exchange described in clause (i) of the previous sentence. See "Certain Federal Income Tax Considerations" and "Certain Federal Tax Considerations for Non- United States Persons." The Debentures will be treated as issued with "original issue discount" for United States federal income tax purposes. Holders of Debentures will be required to include such original issue discount in gross income as it accrues on the Debentures in advance of the receipt of cash. In the event an Extension Period occurs, this may cause holders of Debentures to recognize ordinary income from the Debentures without a corresponding receipt of cash in the same tax year. See "Special Considerations Relating to the Exchange Offer and the Debentures--Differences In Timing and Amount Between Interest Payments and Taxable Income" and "Certain Federal Income Tax Considerations--Interest and Original Issue Discount on Debentures." No portion of the amounts received with respect to the Debentures will be eligible for the dividends received deduction. Untendered Shares Holders of Series 1992 Preferred Stock who do not tender all their Series 1992 Preferred Stock in the Exchange Offer or whose Series 1992 Preferred Stock is not accepted for exchange will continue to hold such Preferred Stock and will be entitled to all the rights and preferences, and will be subject to all of the limitations, applicable thereto. To the extent Series 1992 Preferred Stock is tendered and accepted in the Exchange Offer, the terms on which untendered Series 1992 Preferred Stock could subsequently be sold could be adversely affected. See "Special Considerations Relating to the Exchange Offer and the Debentures--Listing and Trading of Debentures and Series 1992 Preferred Stock." The Company does not believe that the Exchange Offer has a reasonable likelihood of causing the Series 1992 Preferred Stock to be delisted from the NYSE. See "The Exchange Offer--Listing and Trading of Debentures and Series 1992 Preferred Stock; Transfer Restrictions." Exchange Agent and Information Agent The Bank of New York has been appointed as Exchange Agent in connection with the Exchange Offer. Questions and requests for assistance, requests for additional copies of this Prospectus or of the Letter of Transmittal and requests for Notices of Guaranteed Delivery should be directed to Georgeson & Company Inc., which has been retained by the Company to act as Information Agent for the Exchange Offer (the "Information Agent"). The addresses and telephone numbers of the Exchange Agent and the Information Agent are set forth in "The Exchange Offer--Exchange Agent and Information Agent." Dealer Managers Goldman, Sachs & Co. and Salomon Brothers Inc have been retained as Dealer Manager to solicit exchanges of Series 1992 Preferred Stock for Debentures (collectively, the "Dealer Managers"). Questions with respect to the Exchange Offer may be directed to Goldman, Sachs & Co. at (800) 828-3182. Fees and Expenses; Transfer Taxes The expenses of soliciting tenders of the Series 1992 Preferred Stock will be borne by the Company. The Company will pay a solicitation fee of $.50 per share for any Series 1992 Preferred Stock tendered and accepted for exchange pursuant to the Exchange Offer to any Soliciting Dealer (as defined herein), provided that the applicable Letter of Transmittal designates such Soliciting Dealer as having solicited and obtained such tender. The Company will pay all transfer taxes, if any, applicable to the exchange of Series 1992 Preferred Stock pursuant to the Exchange Offer. See "The Exchange Offer--Fees and Expenses; Transfer Taxes." Comparison of Debentures and Series 1992 Preferred Stock The following is a brief summary comparison of certain of the principal terms of the Debentures and the Series 1992 Preferred Stock.
Debentures Series 1992 Preferred ---------- Stock --------------------- Interest/Dividend _____% annual interest 7.92% indicated annual Rate from and including the dividend rate, cumulative Issue Date (7.92% per and payable quarterly out annum for the period from of funds legally available and including May 6, 1995 therefor on February 15, to and including the May 15, August 15 and Expiration Date) payable November 15 of each year quarterly in arrears on for the dividend periods February 15, May 15, ending on the fifth day of August 15 and November 15 each such month, when, as of each year, commencing and if declared by the August 15, 1995, subject Company's Board of to the Company's right to Directors. All dividends extend the interest on the Series 1992 payment period at any time Preferred Stock have been and from time to time for paid to date and the a period not exceeding Company has declared the 20 consecutive calendar dividend payable on quarters, as described May 15, 1995 to holders of herein. Upon the exercise record on April 21, 1995. of such right to extend, In the event dividends are and until payment in full not paid on a dividend of all accrued interest, payment date in the compounded quarterly, the future, holders would not Company may not declare or be entitled to receive pay dividends on, or interest on any dividend redeem, purchase or arrearages. acquire, any shares of its capital stock (subject to certain exceptions). Therefore, the Company believes that any such extension is unlikely. Maturity March 15, 2025. There is None. There is no no mandatory redemption or mandatory redemption or sinking fund. sinking fund. Optional Redeemable at the option Redeemable at the option Redemption of the Company at any time of the Company at any time after May 31, 1997, in after May 31, 1997, in whole or in part, at a whole or in part, at a redemption price of 100% redemption price of $25 of the principal amount of per share, in each case the Debentures redeemed, plus accrued and unpaid in each case plus accrued dividends to the date and unpaid interest to the fixed for redemption. date fixed for redemption. Subordination Although senior to Subordinate to claims of preferred stock of the creditors, including Company, including the holders of the Company's Series 1992 Preferred outstanding debt Stock, and to the Common securities and the Stock of the Company, the Debentures, but senior to Debentures are unsecured the Common Stock of the obligations of the Company Company. Effectively and subordinated to all subordinated to all existing and future Senior obligations of the Indebtedness. Effectively Company's subsidiaries. subordinated to all obligations of the Company's subsidiaries. Voting Rights/ Subject to the Company's One-quarter vote per share Enforcement right to extend payment as on matters presented to described herein, holders shareholders of the have the right to receive Company generally, with interest and principal additional voting rights payments as and when due, on certain matters. If but do not have any voting dividends shall be in rights. Holders may arrears in an aggregate institute suit for the amount equivalent to four enforcement of any such full quarterly payments, payment after the due the Holders have the right date. (together with other classes of preferred stock ranking on a parity with the Series 1992 Preferred Stock either as to dividends or on the distribution of assets upon liquidation) to elect a majority of the full Board of Directors. Transfer The Debentures will be The Series 1992 Preferred Restrictions; New registered under the Stock has been registered York Stock Securities Act and will be under the Securities Act Exchange Listing transferable to the extent and is transferable to the permitted thereunder. The extent permitted Company has applied to thereunder. The Series list the Debentures on the 1992 Preferred Stock is NYSE. listed on the NYSE. Dividends Interest will not be Dividends are eligible for Received eligible for the dividends the dividends received Deduction received deduction. deduction (which is not applicable to individual shareholders). Dividend Interest may not be Dividends on the Series Reinvestment and reinvested under the DRIP. 1992 Preferred Stock may Stock Purchase However, dividends on be reinvested in Common Plan ("DRIP") other shares of the Stock of the Company in Company's capital stock accordance with the DRIP. held by a tendering shareholder will remain eligible for reinvestment under the DRIP. /TABLE SPECIAL CONSIDERATIONS RELATING TO THE EXCHANGE OFFER AND THE DEBENTURES Prospective exchanging shareholders should carefully consider, in addition to the other information set forth elsewhere in this Prospectus, the following: Exchange as Taxable Event The exchange of Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer will be a taxable event. Depending on each exchanging shareholder's particular facts and circumstances, the exchange will be treated as (i) a transaction in which gain or loss will be recognized in an amount equal to the difference between the fair market value of the Debentures received in the exchange and the exchanging shareholder's tax basis in the shares of Series 1992 Preferred Stock surrendered or (ii) a distribution taxable as a dividend in an amount equal to the fair market value of the Debentures received by such exchanging shareholder. See "Certain Federal Income Tax Considerations" and "Certain Federal Tax Considerations for Non-United States Persons." All holders of Series 1992 Preferred Stock are advised to consult their own tax advisors regarding the federal, state, local and foreign tax consequences of the exchange of Series 1992 Preferred Stock. Right of Company to Defer Payment of Interest So long as the Company shall not be in default in the payment of interest on the Debentures, the Company shall have the right under the Indenture, upon prior notice by public announcement given in accordance with NYSE rules at any time during the term of the Debentures, to extend the interest payment period at any time and from time to time for a period not exceeding 20 consecutive calendar quarters. No interest shall be due and payable during an Extension Period, but on the interest payment date occurring at the end of each Extension Period the Company shall pay to the holders of record on the record date for such interest payment date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Debentures, together with interest thereon, compounded quarterly at the rate of interest on the Debentures. In the event that the Company exercises such right to extend, the Company may not declare or pay dividends on, or redeem, purchase or acquire, any shares of its capital stock until deferred interest on the Debentures is paid in full, subject to certain exceptions described herein. Therefore, the Company believes that the extension of an interest payment period on the Debentures is unlikely. Upon the termination of any Extension Period and the payment of all interest then due, the Company may commence a new Extension Period. After prior notice given by public announcement in accordance with NYSE rules, the Company may also prepay at any time all or a portion of the interest accrued during an Extension Period. Consequently, there could be multiple Extension Periods of varying lengths throughout the term of the Debentures. See "Description of Debentures--Option to Extend Interest Payment Period." Potential Market Volatility During Extension Period As described above, the Company has the right to extend an interest payment period from time to time for a period not exceeding 20 consecutive calendar quarters. In the event the Company determines to extend an interest payment period, or in the event the Company thereafter extends an Extension Period or prepays interest accrued during an Extension Period as described above, the market price of the Debentures is likely to be adversely affected. In addition, as a result of such rights, the market price of the Debentures may be more volatile than other debt instruments with original issue discount that do not have such rights. A holder that disposes of its Debentures during an Extension Period, therefore, may not receive the same return on its investment as a holder that continues to hold its Debentures. See "Description of Debentures--Option to Extend Interest Payment Period." No Cash Payments During Extension Period to Pay Accrued Tax Liability In the event an Extension Period occurs, holders of the Debentures would continue, under the original issue discount rules, to accrue income on the Debentures for United States federal income tax purposes. As a result, a holder that is subject to United States federal income tax ordinarily would include such amounts in gross income in advance of the receipt of cash. A holder that disposes of its Debentures prior to the record date for payment of interest at the end of an Extension Period will not receive cash from the Company related to such interest because such interest will be paid to the holder of record on such record date, regardless of who the holders of record may have been on other dates during the Extension Period. The extent to which such a holder will receive a return on the Debentures for the period it held such Debentures will depend on the market for the Debentures at the time of such disposition. See "--Differences In Timing and Amount Between Interest Payments and Taxable Income" below and "Certain Federal Income Tax Considerations--Interest and Original Issue Discount on Debentures." Differences In Timing and Amount Between Interest Payments and Taxable Income Because the original issue discount rules apply to the Debentures, even if an Extension Period does not occur there may be differences in timing and amount between the gross income recognized with respect to a Debenture and the interest payable on such Debenture. An owner of a Debenture (including one who uses a calendar year for tax accounting) may be required to include in income in each tax year original issue discount corresponding to a portion of the interest payable during such owner's next succeeding tax year. Furthermore, the amount of original issue discount that an owner of Debentures will be required to accrue over the term of such Debentures may be greater than or less than the total amount of interest payable with respect to such Debentures. If the fair market value of the Debentures at the time of their issuance is less than their stated principal amount, the difference will be included in income over the term of such Debentures. If the fair market value of the Debentures at the time of their issuance is greater than their stated principal amount, the amount of original issue discount included in income over the term of the Debentures will be reduced by the difference. See "Certain Federal Income Tax Considerations--Interest and Original Issue Discount on Debentures." Subordination of Debentures The Debentures are senior to preferred stock of the Company, including the 1992 Series Preferred Stock, and to the Common Stock of the Company, but will be unsecured obligations of the Company and subordinate to all existing and future Senior Indebtedness of the Company. On December 31, 1994, approximately $3.7 billion of such Senior Indebtedness was outstanding. There are no terms of the Debentures that limit the Company's ability to incur additional indebtedness, including indebtedness that would rank senior to the Debentures. The Indenture does not contain any cross-defaults to any other indebtedness of the Company and, therefore, a default with respect to, or the acceleration of, any such indebtedness will not constitute an "Event of Default" with respect to the Debentures. As the Debentures will be issued by the Company, the Debentures effectively will be subordinate to all obligations of the Company's subsidiaries. See "Description of Debentures-- Subordination." Listing and Trading of Debentures and Series 1992 Preferred Stock The Debentures constitute a new issue of securities with no established trading market. While application has been made to list the Debentures on the NYSE and the Company anticipates that a trading market will develop, there can be no assurance that an active market for the Debentures will develop or be sustained in the future on the NYSE. Although the Dealer Managers have indicated to the Company that they intend to make a market in the Debentures as permitted by applicable laws and regulations prior to the commencement of trading on the NYSE, they are not obligated to do so and may discontinue any such market-making at any time without notice. In addition, because interest on the Debentures will not be eligible for the dividends received deduction, it is likely that fewer institutions will hold the Debentures than currently hold the Series 1992 Preferred Stock. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Debentures or whether the sales price of the Debentures on the NYSE at the time of issuance thereof (or at any time thereafter) will be greater than or less than either the stated principal amount thereof or the closing sales price of the Series 1992 Preferred Stock on the NYSE on the Expiration Date. Although the Exchange Offer is for all of the Series 1992 Preferred Stock (as of the date of this Prospectus, 5,000,000 shares of the Series 1992 Preferred Stock are outstanding), the Company does not expect that all the Series 1992 Preferred Stock will be tendered for exchange in the Exchange Offer. Under the rules of the NYSE, preferred stock such as the Series 1992 Preferred Stock is subject to delisting if (i) the aggregate market value of publicly-held shares is less than $2 million or (ii) the number of publicly-held shares is less than 100,000. Accordingly, based upon the market price of the Series 1992 Preferred Stock on the NYSE (the closing sales price of the Series 1992 Preferred Stock on the NYSE was $___ on April ___, 1995, which was the last full trading day immediately prior to the Company's first pubic announcement of the Exchange Offer), if the number of shares of Series 1992 Preferred Stock validly tendered and not withdrawn prior to the Expiration Date exceeds 4,900,000 shares, the Series 1992 Preferred Stock would be subject to delisting under such criteria. The Company has determined, based in part upon such criteria, that the Exchange Offer does not have either a reasonable likelihood or a purpose of resulting, directly or indirectly, in the delisting of the Series 1992 Preferred Stock. In the event that the number of shares of Series 1992 Preferred Stock tendered for exchange in the Exchange Offer (i.e., more than 4,900,000 shares) would, if accepted by the Company, result in the risk that the Series 1992 Preferred Stock to be outstanding following such acceptance would be delisted, the Company will amend the Exchange Offer to decrease the number of shares of Series 1992 Preferred Stock sought to such number as would not result in delisting or to comply with Rule 13e-3 under the Exchange Act. To the extent that less than all of the Series 1992 Preferred Stock is exchanged for Debentures in the Exchange Offer, the liquidity and trading market for the Series 1992 Preferred Stock to be outstanding following the Exchange Offer, and the terms upon which such Series 1992 Preferred Stock could be sold, could be adversely affected. THE COMPANY The Company is an electric utility that conducts a retail electric utility business through Pacific Power & Light Company ("Pacific Power") and Utah Power & Light Company ("Utah Power"), and engages in power production and sales on a wholesale basis under the name PacifiCorp. The Company is the indirect owner, through PacifiCorp Holdings, Inc. (a wholly-owned subsidiary), of 86.6% of Pacific Telecom, Inc. ("Pacific Telecom") and 100% of each of Pacific Generation Company ("PGC") and PacifiCorp Financial Services, Inc. ("PFS"). Reference is made to the Incorporated Documents for information concerning a proposed merger transaction that would increase the Company's ownership interest in Pacific Telecom to 100%. The Company furnishes electric service in portions of seven western states: California, Idaho, Montana, Oregon, Utah, Washington and Wyoming. Pacific Telecom, through its subsidiaries, provides local telephone service and access to the long distance network in Alaska, seven other western states and three midwestern states, provides intrastate and interstate long distance communication services in Alaska, provides cellular mobile telephone services, and is engaged in sales of capacity in and operation of a submarine fiber optic cable between the United States and Japan. PGC is engaged in the independent power production and cogeneration business. PFS plans to continue to sell portions of its loan, leasing and real estate investments. The principal executive offices of the Company are located at 700 NE Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is (503) 731-2000. SELECTED FINANCIAL INFORMATION (Dollar amounts in millions, except per share amounts) The following selected financial information for each of the three years in the period ended December 31, 1994 has been derived from the consolidated financial statements of the Company for the respective periods. The consolidated financial statements for the three-year period ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, and the reports of Deloitte & Touche LLP are incorporated herein by reference. This selected financial information should be read in conjunction with the financial statements and related notes thereto included in the Incorporated Documents.
Twelve Months Ended December 31, --------------------------- 1992 1993 1994 ---- ---- ---- Income Statement Data: Revenues . . . . . . . . . . . . . . . $3,236 $3,405 $3,507 Income from Operations (1) . . . . . . 633 916 987 Income from Continuing Operations . . . . . . . . . . . . . . 150 423 468 Discontinued Operations (2). . . . . . (491) 52 -- Cumulative Effect on Prior Years of a Change in Accounting for Income Taxes . . . . . . . . . . . . -- 4 -- Net Income (Loss). . . . . . . . . . . (341) 479 468 Preferred Stock Dividend Requirements . . . . . . . . . . . . 37 39 40 Earnings (Loss) on Common Stock . . . . . . . . . . . . (378) 440 428 Earnings (Loss) per Common Share: Continuing Operations . . . . . . .42 1.40 1.51 Discontinued Operations . . . . . (1.84) .19 -- Cumulative Effect on Prior Years of a Change in Accounting for Income Taxes. . . . . . . . -- .01 -- /TABLE
Twelve Months Ended December 31, ------------------------- 1992 1993 1994 ---- ---- ---- Other Data: Ratio of Earnings to Fixed Charges(4) . . . . . . . . . . . 1.6x 2.5x 3.0x Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends(5) . . . . . . . . . . 1.4x 2.2x 2.6x
December 31, 1994 ---------------------------------------------------- As Adjusted(3) -------------------------------- Assuming Assuming Actual 50% Exchange 75% Exchange ------------- -------------- --------------- Amount % Amount % Amount % ------------- -------------- --------------- Capital Structure: Debt and Capital Lease Obligations. . . . . . . $ 4,319 52% $ 4,319 52% $ 4,319 52% Subordinated Debt. . . . . . . -- 0 63 0 94 1 ------- --- ------- --- ------- --- Total Debt and Capital Lease Obligations. 4,319 52 4,382 52 4,413 53 Preferred Stock. . . . . . . . 367 4 304 4 273 3 Preferred Stock Subject to Mandatory Redemption . . . . 219 3 219 3 219 3 Common Equity. . . . . . . . . 3,460 41 3,460 41 3,460 41 ------- ---- ------- ---- ------- ---- Total. . . . . . . . . . . . . $ 8,365 100% $ 8,365 100% $ 8,365 100% ======= ==== ======= ==== ======= ==== _______________ (1) Income before income taxes, interest, other nonoperating items, discontinued operations and cumulative effect of a change in an accounting principle. (2) Discontinued operations represents the Company's interests in NERCO, Inc., the disposition of which was completed pursuant to a merger in June 1993, and an international communications subsidiary of Pacific Telecom, the disposition of which was completed in September 1993. (3) Adjusted to give effect to the issuance of the Debentures in exchange for the 1992 Series Preferred Stock at the indicated assumed acceptance rates. (4) Ratios for 1990 and 1991 were 2.3 x and 2.4 x, respectively. (5) Ratios for 1990 and 1991 were 2.2 x and 2.2 x, respectively. /TABLE THE EXCHANGE OFFER General Participation in the Exchange Offer is voluntary and Holders (as defined below) should carefully consider whether or not to accept. Neither the Board of Directors, the Company nor the Dealer Managers make any recommendation to Holders as to whether or not to tender in the Exchange Offer. Holders of the Series 1992 Preferred Stock are urged to consult their financial and tax advisors in making their own decisions on what action to take in light of their own particular circumstances. Unless the context requires otherwise, the term "Holder" with respect to the Exchange Offer means (i) any person in whose name any Series 1992 Preferred Stock is registered on the books of the Company, (ii) any other person who has obtained a properly completed stock power from the registered holder or (iii) any person whose Series 1992 Preferred Stock is held of record by The Depository Trust Company ("DTC"), the Midwest Securities Trust Company ("MSTC") or the Philadelphia Depository Trust Company ("PDTC") (each, a "Book-Entry Transfer Facility") who desires to deliver such Series 1992 Preferred Stock by book- entry transfer at such Book-Entry Transfer Facility. Purpose of the Exchange Offer The principal purpose of the Exchange Offer is to improve the Company's after-tax cash flow by replacing the Series 1992 Preferred Stock with the Debentures. The potential cash flow benefit to the Company arises because interest payable on the Debentures (whether paid currently or deferred under the terms of the Debentures) generally will be deductible by the Company as it accrues for federal income tax purposes, while dividends payable on the Series 1992 Preferred Stock are not deductible. The extent of this cash flow benefit, however, cannot be predicted because it depends upon the number of shares of Series 1992 Preferred Stock exchanged pursuant to the Exchange Offer, upon the Company's United States federal income tax position in any year and the period of time the Debentures remain outstanding. Neither the Company's ability to defer interest payments on the Debentures nor the lack of voting rights on the part of holders of the Debentures is a purpose of the Company in making the Exchange Offer. Except in connection with the Exchange Offer, the Company has no present plans or intention to make any acquisitions of or offers for the Series 1992 Preferred Stock. However, following the expiration of the Exchange Offer and depending on the number of shares of Series 1992 Preferred Stock tendered in the Exchange Offer, the Company will continue to monitor the market for the Series 1992 Preferred Stock and reserves the right, in its sole discretion, to acquire and to make offers for Series 1992 Preferred Stock subsequent to the Expiration Date for cash or in exchange for other securities, by optional redemption or otherwise. The terms of any such acquisitions or offers may differ from the terms of the Exchange Offer. Such acquisitions or offers, if any, would depend upon, among other things, the price and availability of such shares and the Company's tax position. Terms of the Exchange Offer Upon the terms and subject to the conditions set forth herein and in the Letter of Transmittal, the Company will exchange up to $125,000,000 aggregate principal amount of Debentures for up to all of the outstanding shares of Series 1992 Preferred Stock. The Debentures are offered in minimum denominations of $25 and integral multiples thereof, and the Series 1992 Preferred Stock has a liquidation preference of $25 per share. Consequently, the Exchange Offer will be effected on the basis of $25 principal amount of Debentures for each share of Series 1992 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. Upon the terms and subject to the conditions set forth herein and in the Letter of Transmittal, the Company will accept Series 1992 Preferred Stock validly tendered and not withdrawn as promptly as practicable after the Expiration Date unless the Exchange Offer has been withdrawn or terminated. The Company will not accept Series 1992 Preferred Stock for exchange prior to the Expiration Date. The Company expressly reserves the right, in its sole discretion, to delay acceptance for exchange of Series 1992 Preferred Stock tendered under the Exchange Offer or the exchange of the Debentures for the Series 1992 Preferred Stock accepted for exchange (subject to Rules 13e-4 and 14e-1 under the Exchange Act, which require that the Company consummate the Exchange Offer or return the Series 1992 Preferred Stock deposited by or on behalf of the Holders thereof promptly after the termination or withdrawal of the Exchange Offer), or to withdraw or terminate the Exchange Offer and not accept any Series 1992 Preferred Stock at any time for any reason. In all cases, except to the extent waived by the Company, delivery of Debentures in exchange for the Series 1992 Preferred Stock accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of Series 1992 Preferred Stock (or confirmation of book- entry transfer thereof), a properly completed and duly executed Letter of Transmittal and any other documents required thereby. Partial tenders are permitted upon the terms and subject to the conditions set forth herein and in the Letter of Transmittal. As of April __, 1995, there were 5,000,000 shares of Series 1992 Preferred Stock outstanding. This Prospectus, together with the Letter of Transmittal, is being sent to all registered Holders as of April __, 1995. Shares of Series 1992 Preferred Stock exchanged pursuant to the Exchange Offer will revert to the status of authorized but unissued shares of the Company's No Par Serial Preferred Stock. The Company shall be deemed to have accepted validly tendered Series 1992 Preferred Stock (or defectively tendered Series 1992 Preferred Stock with respect to which the Company has waived such defect) when, as and if the Company has given oral or written notice thereof to the Exchange Agent. The Exchange Agent will act as agent for the tendering Holders for the purpose of receiving the Debentures from the Company and remitting such Debentures to tendering Holders. Upon the terms and subject to the conditions of the Exchange Offer, delivery of Debentures in exchange for Series 1992 Preferred Stock will be made as promptly as practicable after the Expiration Date. If any tendered Series 1992 Preferred Stock is not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, unless otherwise requested by the Holder under "Special Delivery Instructions" in the Letter of Transmittal, such Series 1992 Preferred Stock will be returned, without expense to the tendering Holder thereof (or in the case of Series 1992 Preferred Stock tendered by book-entry transfer into the Exchange Agent's account at a Book-Entry Transfer Facility, such Series 1992 Preferred Stock will be credited to an account maintained at such Book-Entry Transfer Facility designated by the participant therein who so delivered such Series 1992 Preferred Stock), as promptly as practicable after the Expiration Date or the withdrawal or termination of the Exchange Offer. Holders of Series 1992 Preferred Stock will not have any appraisal or dissenters' rights under the Oregon Business Corporation Act (the "OBCA") in connection with the Exchange Offer. The Company intends to conduct the Exchange Offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder. Holders who tender Series 1992 Preferred Stock in the Exchange Offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer. See "--Fees and Expenses; Transfer Taxes." Expiration Date; Extensions; Amendments; Termination The Exchange Offer will expire on the Expiration Date. The term "Expiration Date" shall mean 5:00 p.m., New York City time, on May __, 1995, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended. The Company reserves the right to extend the Exchange Offer in its sole discretion at any time and from time to time by giving oral or written notice to the Exchange Agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a release to the Dow Jones News Service. During any extension of the Exchange Offer, all Series 1992 Preferred Stock previously tendered pursuant to the Exchange Offer and not withdrawn will remain subject to the Exchange Offer. The Company expressly reserves the right to (i) amend or modify the terms of the Exchange Offer in any manner and (ii) withdraw or terminate the Exchange Offer and not accept for exchange any Series 1992 Preferred Stock, at any time for any reason, including (without limitation) if fewer than 1,000,000 shares of Series 1992 Preferred Stock are tendered (which condition may be waived by the Company). If the Company makes a material change in the terms of the Exchange Offer or if it waives a material condition of the Exchange Offer, the Company will extend the Exchange Offer. The minimum period for which the Exchange Offer will be extended following a material change or waiver, other than a change in the amount of Series 1992 Preferred Stock sought for exchange, will depend upon the facts and circumstances, including the relative materiality of the change or waiver. With respect to a change in the amount of Series 1992 Preferred Stock sought, the offer will be extended for a minimum of 10 business days following public announcement of such change. Any withdrawal or termination of the Exchange Offer will be followed as promptly as practicable by public announcement thereof. In the event the Company withdraws or terminates the Exchange Offer, it will give immediate notice to the Exchange Agent, and all Series 1992 Preferred Stock theretofore tendered pursuant to the Exchange Offer will be returned promptly to the tendering Holders thereof. See "--Withdrawal of Tenders." Accumulated Dividends and Interest on Debentures The Debentures will bear interest at an annual rate of _____% from and including the Issue Date. The dividend on the Series 1992 Preferred Stock payable on May 15, 1995 for the period February 6, 1995 through May 5, 1995 will be payable to shareholders of record on April 21, 1995, regardless of when shares of the Series 1992 Preferred Stock are tendered pursuant to the Exchange Offer. Dividends accumulated after May 5, 1995 will not be paid on Series 1992 Preferred Stock accepted for exchange in the Exchange Offer. In lieu thereof, registered holders of Debentures on August 1, 1995 will be entitled to interest at a rate of 7.92% per annum (equal to the indicated annual dividend rate on the Series 1992 Preferred Stock) from and including May 6, 1995 to and including the Expiration Date, payable on August 15, 1995, which is the date of the first interest payment on the Debentures. See "Description of Debentures--Interest." Procedures for Tendering The tender of Series 1992 Preferred Stock by a Holder thereof pursuant to one of the procedures set forth below will constitute an agreement between such Holder and the Company in accordance with the terms and subject to the conditions set forth herein and in the Letter of Transmittal. Each Holder of the Series 1992 Preferred Stock wishing to accept the Exchange Offer must (i) unless an Agent's Message (as defined below) is utilized in connection with a book-entry transfer, properly complete and sign the Letter of Transmittal or a facsimile thereof (all references in this Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) in accordance with the instructions contained herein and therein, together with any required signature guarantees, and deliver the same to the Exchange Agent, at either of its addresses set forth under "--Exchange Agent and Information Agent" below and either (a) certificates for the Series 1992 Preferred Stock must be received by the Exchange Agent at such address or (b) such Series 1992 Preferred Stock must be transferred pursuant to the procedures for book-entry transfer described under "--Book Entry Transfer" below and a confirmation of such book-entry transfer must be received by the Exchange Agent, in each case prior to the Expiration Date, or (ii) comply with the guaranteed delivery procedures described under "--Guaranteed Delivery" below. Letters of Transmittal, Series 1992 Preferred Stock and any other required documents should be sent only to the Exchange Agent, and not to the Company, the Dealer Managers or the Information Agent. Signature Guarantees. If tendered Series 1992 Preferred Stock is registered in the name of the signer of the Letter of Transmittal and the Debentures to be issued in exchange therefor are to be issued (and any untendered Series 1992 Preferred Stock is to be reissued) in the name of the registered Holder (which term, for the purposes described herein, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security listing as the owner of Series 1992 Preferred Stock), the signature of such signer need not be guaranteed. If the tendered Series 1992 Preferred Stock is registered in the name of someone other than the signer of the Letter of Transmittal, such tendered Series 1992 Preferred Stock must be endorsed or accompanied by written instruments of transfer in form satisfactory to the Company and duly executed by the registered Holder, and the signature on the endorsement or instrument of transfer must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program or The New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (any of the foregoing hereinafter referred to as an "Eligible Institution"). If the Debentures and/or Series 1992 Preferred Stock not accepted for exchange are to be delivered to an address other than that of the registered Holder appearing on the register for the Series 1992 Preferred Stock, the signature in the Letter of Transmittal must be guaranteed by an Eligible Institution. Any beneficial owner whose Series 1992 Preferred Stock is registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on such beneficial owner's behalf. If such beneficial owner wishes to tender on its own behalf, such owner must, prior to completing and executing a Letter of Transmittal and delivering its Series 1992 Preferred Stock, either make appropriate arrangements to register ownership of the Series 1992 Preferred Stock in such owner's name or obtain a properly completed stock power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the Expiration Date. The method of delivery of the Letter of Transmittal, Series 1992 Preferred Stock and all other documents is at the election and risk of the Holder and, except as otherwise provided herein, the delivery will be deemed made only when actually received by the Exchange Agent. If sent by mail, it is recommended that registered mail, return receipt requested, be used, prior insurance be obtained, and the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent on or before the Expiration Date. Book-Entry Transfer. The Company understands that the Exchange Agent will make a request promptly after the date of this Prospectus to establish accounts with respect to the Series 1992 Preferred Stock at each of the Book-Entry Transfer Facilities for the purpose of facilitating the Exchange Offer, and subject to the establishment thereof, any financial institution that is a participant in any Book-Entry Transfer Facility system may make book-entry delivery of Series 1992 Preferred Stock by causing such Book-Entry Transfer Facility to transfer such Series 1992 Preferred Stock into the Exchange Agent's account with respect to the Series 1992 Preferred Stock in accordance with procedures established by such Book-Entry Transfer Facility for such book-entry transfers. However, the exchange for the Series 1992 Preferred Stock so tendered will only be made after timely confirmation (a "Book-Entry Confirmation") of such book-entry transfer of Series 1992 Preferred Stock into the Exchange Agent's account at the applicable Book-Entry Facility, and, if applicable, timely receipt by the Exchange Agent of an Agent's Message, and any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that the Book- Entry Transfer Facility has received an express acknowledgment from a participant tendering Series 1992 Preferred Stock that is the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that the Company may enforce such agreement against such participant. Guaranteed Delivery. If a Holder desires to accept the Exchange Offer and time will not permit a Letter of Transmittal or certificates for Series 1992 Preferred Stock to reach the Exchange Agent before the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the Exchange Agent has received at its office prior to the Expiration Date, a letter, telegram or facsimile transmission from an Eligible Institution setting forth the name and address of the tendering Holder, the name(s) in which the Series 1992 Preferred Stock is registered and, if the Series 1992 Preferred Stock is held in certificated form, the certificate number(s) of the Series 1992 Preferred Stock to be tendered, and stating that the tender is being made thereby and guaranteeing that within five NYSE trading days after the date of execution of such letter, telegram or facsimile transmission by such Eligible Institution, the Series 1992 Preferred Stock in proper form for transfer together with a properly completed and duly executed Letter of Transmittal (and any other required documents), or a confirmation of book-entry transfer of such Series 1992 Preferred Stock into the Exchange Agent's account at a Book-Entry Transfer Facility, will be delivered by such Eligible Institution. Unless the Series 1992 Preferred Stock being tendered by the above-described method is deposited with the Exchange Agent (accompanied or preceded by a properly completed Letter of Transmittal and any other required documents), or a Book-Entry Confirmation (together with an Agent's Message) is received by the Exchange Agent, in each case within the time period set forth above, the Company may, at its option, reject the tender. Copies of a Notice of Guaranteed Delivery which may be used by Eligible Institutions for the purposes described in this paragraph are available from the Exchange Agent and the Information Agent. Miscellaneous. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Series 1992 Preferred Stock will be determined by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any Series 1992 Preferred Stock, and the Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in the Letter of Transmittal) will be final and binding. None of the Company, the Exchange Agent, the Dealer Managers, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Tenders of Series 1992 Preferred Stock involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived. Series 1992 Preferred Stock received by the Exchange Agent that is not validly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holder (or, in the case of Series 1992 Preferred Stock tendered by book- entry transfer into the Exchange Agent's account at a Book- Entry Transfer Facility, such Series 1992 Preferred Stock will be credited to an account maintained at such Book-Entry Transfer Facility designated by the participant therein who so delivered such Series 1992 Preferred Stock), unless otherwise requested by the Holder in the Letter of Transmittal, as promptly as practicable after the Expiration Date or the withdrawal or termination of the Exchange Offer. Letter of Transmittal The Letter of Transmittal contains, among other things, the following terms and conditions, which are part of the Exchange Offer. The party tendering Series 1992 Preferred Stock for exchange (the "Transferor") exchanges, assigns and transfers the Series 1992 Preferred Stock to the Company and irrevocably constitutes and appoints the Exchange Agent as the Transferor's agent and attorney-in-fact to cause the Series 1992 Preferred Stock to be assigned, transferred and exchanged. The Transferor represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Series 1992 Preferred Stock and to acquire Debentures issuable upon the exchange of such tendered Series 1992 Preferred Stock, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Series 1992 Preferred Stock, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The Transferor also warrants that it will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Series 1992 Preferred Stock or transfer ownership of such Series 1992 Preferred Stock on the account books maintained by the Book-Entry Transfer Facilities. All authority conferred by the Transferor will survive the death, bankruptcy or incapacity of the Transferor and every obligation of the Transferor shall be binding upon the heirs, personal representatives, successors and assigns of such Transferor. Withdrawal of Tenders Tenders of Series 1992 Preferred Stock pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date and, unless accepted for exchange by the Company, may be withdrawn at any time after 40 business days after the date of this Prospectus. To be effective, a written notice of withdrawal delivered by mail, hand delivery or facsimile transmission must be timely received by the Exchange Agent at the address set forth in the Letter of Transmittal. The method of notification is at the risk and election of the Holder. Any such notice of withdrawal must specify (i) the Holder named in the Letter of Transmittal as having tendered Series 1992 Preferred Stock to be withdrawn, (ii) if the Series 1992 Preferred Stock is held in certificated form, the certificate number(s) of the Series 1992 Preferred Stock to be withdrawn, (iii) that such Holder is withdrawing its election to have such Series 1992 Preferred Stock exchanged and (iv) the name of the registered Holder of such Series 1992 Preferred Stock and must be signed by the Holder in the same manner as the original signature on the Letter of Transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Series 1992 Preferred Stock being withdrawn. The Exchange Agent will return the properly withdrawn Series 1992 Preferred Stock promptly following receipt of notice of withdrawal. If Series 1992 Preferred Stock has been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Series 1992 Preferred Stock and otherwise comply with such Book- Entry Transfer Facility's procedures. All questions as to the validity of notice of withdrawal, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties. Withdrawals of tenders of Series 1992 Preferred Stock may not be rescinded and any Series 1992 Preferred Stock withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. Properly withdrawn Series 1992 Preferred Stock, however, may be retendered by following the procedures therefor described elsewhere herein at any time prior to the Expiration Date. See "--Procedures for Tendering." Acceptance of Shares and Delivery of Debentures Upon the terms and subject to the conditions of the Exchange Offer, including the reservation by the Company of the right to withdraw, amend or terminate the Exchange Offer and certain other rights, the Company will accept for exchange all shares of Series 1992 Preferred Stock that are properly tendered in the Exchange Offer and not withdrawn prior to the Expiration Date. Subject to such terms and conditions, the Debentures issued pursuant to the Exchange Offer will be issued as of the Issue Date and will be delivered as promptly as practicable thereafter. See "--Terms of the Exchange Offer" and "--Expiration Date; Extensions; Amendments; Termination." Exchange Agent and Information Agent The Bank of New York has been appointed as Exchange Agent for the Exchange Offer. The Exchange Agent: The Bank of New York By Hand or Overnight Courier: By Mail: The Bank of New York The Bank of New York 101 Barclay Street PO Box 11248 New York, NY 10286 Church Street Station Attention: Tender and Exchange New York, NY 10286 Receive and Deliver Window, Attention: Tender and Street Level Exchange By Facsimile: (For Eligible Institutions Only) (212) 815-6213 Confirm Receipt of Notice of Guaranteed Delivery by Telephone: (800) 507-9357 Georgeson & Company Inc. has been retained by the Company as the Information Agent to assist in connection with the Exchange Offer. Questions and requests for assistance regarding the Exchange Offer, requests for additional copies of this Prospectus or of the Letter of Transmittal and requests for Notice of Guaranteed Delivery may be directed to the Information Agent at Wall Street Plaza, New York, New York 10005, telephone (800) 223-2064. The Company will pay the Exchange Agent and the Information Agent reasonable and customary fees for their services and will reimburse them for all their reasonable out- of-pocket expenses in connection therewith. Dealer Managers Goldman, Sachs & Co. and Salomon Brothers Inc, as Dealer Managers, have agreed to solicit exchanges of Series 1992 Preferred Stock for Debentures. The Company will pay each Dealer Manager a fee that is dependent on the number of shares of Series 1992 Preferred Stock accepted pursuant to the Exchange Offer. The maximum fee payable is approximately $1,225,000. The Company will also reimburse the Dealer Managers for certain reasonable out-of-pocket expenses in connection with the Exchange Offer and will indemnify the Dealer Managers against certain liabilities, including liabilities under the Securities Act. Additional solicitation may be made by telecopier, telephone or in person by officers and regular employees of the Company and its affiliates. No additional compensation will be paid to any such officers and employees who engage in soliciting tenders. Listing and Trading of Debentures and Series 1992 Preferred Stock; Transfer Restrictions There has not previously been any public market for the Debentures. While application has been made to list the Debentures on the NYSE and the Company anticipates that a market will develop, there can be no assurance that an active market for the Debentures will develop or be sustained in the future on the NYSE. Although the Dealer Managers have indicated to the Company that they intend to make a market in the Debentures as permitted by applicable laws and regulations, they are not obligated to do so and may discontinue any such market-making at any time without notice. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Debentures. The Series 1992 Preferred Stock has been registered under the Securities Act and is transferable to the extent permitted thereunder. The Series 1992 Preferred Stock is listed on the NYSE. The Company does not believe that the Exchange Offer has a reasonable likelihood of causing the Series 1992 Preferred Stock to be delisted. Holders of Series 1992 Preferred Stock who do not tender their Series 1992 Preferred Stock in the Exchange Offer or whose Series 1992 Preferred Stock is not accepted for exchange will continue to hold such Series 1992 Preferred Stock and will be entitled to all the rights and preferences, and will be subject to all of the limitations applicable thereto. See "Description of Capital Stock." Moreover, to the extent that Series 1992 Preferred Stock is tendered and accepted in the Exchange Offer, a holder's ability to sell Series 1992 Preferred Stock not tendered for exchange could be adversely affected. Transactions and Arrangements Concerning the Series 1992 Preferred Stock Except as described herein, there are no contracts, arrangements, understandings or relationships in connection with the Exchange Offer between the Company or any of its directors or executive officers and any person with respect to any securities of the Company, including the Debentures and the Series 1992 Preferred Stock. Fees and Expenses; Transfer Taxes The expenses of soliciting tenders of the Series 1992 Preferred Stock will be borne by the Company. For compensation to be paid to the Dealer Managers see "--Dealer Managers." The total cash expenditures to be incurred by the Company in connection with the Exchange Offer, other than fees payable to the Dealer Managers, but including the expenses of the Dealer Managers, printing, accounting and legal fees, and the fees and expenses of the Exchange Agent, the Information Agent and the Trustee under the Indenture, are estimated to be approximately $2,500,000. The Company will pay a solicitation fee of $0.50 per share of Series 1992 Preferred Stock for any Series 1992 Preferred Stock tendered and accepted for exchange pursuant to the Exchange Offer covered by a Letter of Transmittal that designates, as having solicited and obtained such tender, the name of any of the following persons: (i) any broker or dealer in securities, including either of the Dealer Managers in its capacity as a broker or dealer, which is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member or (iii) any bank or trust company (each of which is referred to herein as a "Soliciting Dealer"). No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a tendering holder (other than itself). Soliciting Dealers are not entitled to receive such fees for any Series 1992 Preferred Stock tendered for their own account. No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Company, the Exchange Agent, the Dealer Managers or the Information Agent for purposes of the Exchange Offer. The Company will also, upon request, reimburse Soliciting Dealers for reasonable and customary handling and mailing expenses incurred by them in forwarding materials relating to the Exchange Offer to their customers. The Company will pay all transfer taxes, if any, applicable to the exchange of Series 1992 Preferred Stock pursuant to the Exchange Offer. If, however, certificates representing Debentures, or shares of Series 1992 Preferred Stock not tendered or not accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Series 1992 Preferred Stock tendered or if a transfer tax is imposed for any reason other than the exchange of Series 1992 Preferred Stock pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder. PRICE RANGE OF SERIES 1992 PREFERRED STOCK The Series 1992 Preferred Stock is listed and principally traded on the NYSE. The following table sets forth, for each period shown, the high and low sales prices of the Series 1992 Preferred Stock as reported on the NYSE Composite Tape. Price Range ----------- High Low ---- --- 1993: First Quarter 26 1/2 24 1/4 Second Quarter 26 3/4 25 1/8 Third Quarter 26 7/8 25 1/2 Fourth Quarter 27 25 1/8 1994: First Quarter 27 1/8 24 5/8 Second Quarter 25 5/8 23 5/8 Third Quarter 24 7/8 23 7/8 Fourth Quarter 24 1/4 22 1/8 1995: First Quarter 25 1/2 23 1/4 Second Quarter (through April 10, 1995) 25 1/2 25 1/8 On April __, 1995, the last full day of trading prior to the first public announcement of the Exchange Offer, the closing sales price of the Series 1992 Preferred Stock on the NYSE as reported on the Composite Tape was $___ per share. Holders are urged to obtain a current market quotation for the Series 1992 Preferred Stock. DESCRIPTION OF DEBENTURES General The Debentures will be issued as a series of unsecured Junior Subordinated Debentures (the "Junior Subordinated Debentures") under an Indenture to be dated as of May 1, 1995 between the Company and The Bank of New York, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture thereto (as so supplemented, the "Indenture"). The following summary does not purport to be complete and is subject in all respects to the provisions of and is qualified in its entirety by reference to the Indenture, which is filed as an exhibit to the Registration Statement. Whenever particular provisions or defined terms in the Indenture are referred to herein, such provisions or defined terms are incorporated by reference herein. Section and Article references used herein are references to provisions of the Indenture unless otherwise noted. The Debentures will be unsecured, subordinated obligations of the Company, will be limited in aggregate principal amount to the aggregate principal amount of Debentures issued in the Exchange Offer and will become due and payable, together with any accrued and unpaid interest thereon, on May __, 2025. The Debentures will be issued only in fully registered form, without coupons, in minimum denominations of $25 and integral multiples thereof and may be transferred or exchanged at the offices described below. The Indenture provides that Junior Subordinated Debentures may be issued from time to time in one or more series pursuant to an indenture supplemental to the Indenture or a resolution of the Company's Board of Directors (each, a "Supplemental Indenture") (Section 2.01). The Indenture does not limit the aggregate principal amount of Junior Subordinated Debentures which may be issued thereunder. The Company's Second Restated Articles of Incorporation, as amended (the "Articles"), limit the amount of unsecured debt that the Company may issue to the equivalent of 30% of the total of all secured indebtedness and total equity. At December 31, 1994, approximately $871 million of unsecured debt was outstanding and, approximately $1.2 billion of additional unsecured debt could have been issued under this provision. The Indenture does not contain any provisions that would limit the ability of the Company to incur indebtedness or that afford holders of Debentures protection in the event of a highly leveraged or similar transaction involving the Company or in the event of a change of control. The Junior Subordinated Debentures will be transferable or exchangeable at the agency of the Company in The City of New York (which, unless changed, shall be a corporate trust office or agency of the Trustee). The Junior Subordinated Debentures may be transferred or exchanged without service charge, other than any tax or governmental charge imposed in connection therewith. (Section 2.05) Optional Redemption The Debentures will not be subject to any mandatory redemption, sinking fund or other obligation of the Company to amortize, redeem or retire the Debentures, and will not be redeemable prior to May 31, 1997. After such date, the Company shall have the right to redeem the Debentures, in whole or in part, at any time and from time to time, upon not less than 30 nor more than 60 days' notice, at a redemption price of 100% of the principal amount of the Debentures redeemed, together in each case with accrued and unpaid interest to the redemption date. Any Debentures to be redeemed in part will be redeemed by lot or by any other method utilized by the Trustee. (Section 2.01 of the First Supplemental Indenture) In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or exchange any Junior Subordinated Debenture during a period beginning at the opening of business 15 days before any selection for redemption of such Debentures and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of Junior Subordinated Debentures to be redeemed and (ii) register the transfer of or exchange any Debentures so selected for redemption, in whole or in part, except the unredeemed portion of any Junior Subordinated Debenture being redeemed in part. (Section 2.05) Interest The Debentures will mature on May ___, 2025 and will bear interest at an annual rate of _____% from and including the first day following the Expiration Date Interest will be payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, (each, an "Interest Payment Date") commencing August 15, 1995, provided that, so long as the Company shall not be in default in the payment of interest on the Debentures, the Company shall have the right, upon prior notice by public announcement given in accordance with NYSE rules at any time during the term of the Debentures, to extend the interest payment period from time to time for a period not exceeding 20 consecutive calendar quarters, (each such extended period, an "Extension Period"). Interest will continue to accrue on the Debentures during an Extension Period and will compound quarterly, at the rate specified for the Debentures. See "-- Option to Extend Interest Payment Period." Interest payable on any Debenture that is punctually paid or duly provided for on any Interest Payment Date shall be paid to the person in whose name such Debenture is registered at the close of business on February 1, May 1, August 1 or November 1, respectively, preceding such Interest Payment Date (each, a "Record Date"). In addition, registered holders of the Debentures on August 1, 1995 will be entitled to interest at a rate of 7.92% per annum from and including May 6, 1995 to and including the Expiration Date, in lieu of dividends accumulating after May 5, 1995 on their Series 1992 Preferred Stock accepted for exchange, payable on August 15, 1995, which is the date of the first interest payment on the Debentures. No extension of an interest payment period described under "--Option to Extend Interest Payment Period" below will be permitted with respect to such Pre- Issuance Accrued Interest. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Debentures is not a Business Day (as defined below), then payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. A "Business Day" shall mean any day other than a day on which banking institutions in The City of New York are authorized to close. (Section 1.04 of the First Supplemental Indenture) Payments in respect of the Junior Subordinated Debentures will be made at the office or agency of the Company maintained for that purpose in The City of New York (which, unless changed, shall be a corporate trust office or agency of the Trustee). However, at the option of the Company, payments on the Junior Subordinated Debentures may be made (i) by checks mailed by the Trustee to the holders entitled thereto at their registered addresses as specified in the Register for the Junior Subordinated Debentures or (ii) to a holder of $1,000,000 or more in aggregate principal amount of the Junior Subordinated Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account; provided that, in either case, the payment of principal with respect to any Junior Subordinated Debenture will be made only upon surrender of such Debenture to the Trustee. Interest payable on any Junior Subordinated Debenture that is not punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the person in whose name such Debenture is registered on the relevant Record Date, and such defaulted interest will instead be payable to the person in whose name such Debenture is registered on the special record date determined in accordance with the Indenture; provided, however, that interest shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period unless the Company has elected to make a full or partial payment of interest accrued on the Junior Subordinated Debentures on such Interest Payment Date. (Section 2.03; Section 3.01 of First Supplemental Indenture) Option to Extend Interest Payment Period So long as the Company shall not be in default in the payment of interest on the Debentures, the Company shall have the right, upon prior notice by public announcement given in accordance with NYSE rules at any time during the term of the Debentures, prior to an Interest Payment Date as provided below, to extend the interest payment period from time to time to another Interest Payment Date by one or more quarterly periods, not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Debentures, together with interest thereon. Interest will continue to accrue on the Debentures during an Extension Period and will compound quarterly, at the rate of interest specified for the Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Debentures on any Interest Payment Date to holders of record on the Record Date for such Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, may not exceed 20 calendar quarters. If the Company shall elect to pay all of the interest accrued on the Debentures on an Interest Payment Date during an Extension Period, such Extension Period shall automatically terminate on such Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the above requirements. Consequently, there could be multiple Extension Periods of varying lengths throughout the term of the Debentures. The Company believes that the extension of an interest payment period on the Debentures is unlikely. See "--Certain Covenants of the Company" below for a description of the restrictions on the Company's right to declare or pay dividends on, or redeem, purchase or acquire, any shares of the Company's capital stock if the Company exercises its right to extend any interest payment period. However, in the event the Company determines to extend an interest payment period, or in the event the Company thereafter extends an Extension Period or prepays interest accrued during an Extension Period as described above, the market price of the Debentures is likely to be adversely affected. In addition, as a result of such rights, the market price of the Debentures may be more volatile than other debt instruments with original issue discount that do not have such rights. A holder that disposes of Debentures during an Extension Period, therefore, may not receive the same return on investment as a holder that continues to hold Debentures. (Section 3.01 of the First Supplemental Indenture) The Company shall give holders of the Debentures prior notice of (i) the Company's election to initiate an Extension Period and the duration thereof, (ii) the Company's election to extend any Extension Period beyond the Interest Payment Date on which such Extension Period is then scheduled to terminate and the duration of such extension and (iii) the Company's election to make a full or partial payment of interest accrued on the Debentures on any Interest Payment Date during any Extension Period and the amount of such payment. In no event shall such notice be given less than five Business Days prior to the February 1, May 1, August 1 or November 1 next preceding the applicable Interest Payment Date. (Section 3.02 of First Supplemental Indenture) Subordination The Indenture provides that the Junior Subordinated Debentures are subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) of the Company as provided in the Indenture. No payment of principal of (including redemption and sinking fund payments), or premium, if any, or interest on, the Junior Subordinated Debentures may be made if any Senior Indebtedness is not paid when due, any applicable grace period with respect to such default has ended and such default has not been cured or waived, or if the maturity of any Senior Indebtedness has been accelerated because of a default. Upon payment by the Company or any distribution of assets of the Company to creditors upon any dissolution, winding-up, liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due on all Senior Indebtedness must be paid in full before the holders of the Junior Subordinated Debentures are entitled to receive or retain any payment. The rights of the holders of the Junior Subordinated Debentures will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions applicable to Senior Indebtedness until all amounts owing on the Junior Subordinated Debentures are paid in full. (Sections 14.01 to 14.04) The term "Senior Indebtedness" shall mean the principal of and premium, if any, and interest on and any other payment due pursuant to any of the following, whether outstanding at the date of execution of the Indenture or thereafter incurred, created or assumed: (a) all indebtedness of the Company evidenced by notes, debentures, bonds or other securities sold by the Company for money; (b) all indebtedness of others of the kinds described in the preceding clause (a) assumed by or guaranteed in any manner by the Company or in effect guaranteed by the Company through an agreement to purchase, contingent or otherwise; and (c) all renewals, extensions or refundings of indebtedness of the kinds described in either of the preceding clauses (a) and (b); unless, in the case of any particular indebtedness, renewal, extension or refunding, the instrument creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, renewal, extension or refunding is not superior in right of payment to or is pari passu with the Debentures. Such Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions contained in the Indenture irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness. (Section 1.01) The Indenture does not limit the aggregate amount of Senior Indebtedness which may be issued. As of December 31, 1994, Senior Indebtedness of the Company aggregated approximately $3.7 billion. As the Junior Subordinated Debentures will be issued by the Company, the Junior Subordinated Debentures effectively will be subordinate to all obligations of the Company's subsidiaries, and the rights of the Company's creditors, including holders of Junior Subordinated Debentures, to participate in the assets of such subsidiaries upon liquidation or reorganization will be junior to the rights of the holders of all preferred stock, indebtedness and other liabilities of such subsidiaries, which may include trade payables, obligations to banks under credit facilities, guarantees, pledges, support arrangements, bonds, capital leases, notes and other obligations. With respect to Pacific Telecom, the rights of the Company's creditors, including holders of Junior Subordinated Debentures, will also be limited to the Company's ownership interest in Pacific Telecom, which is currently 86.6%. Reference is made to the Incorporated Documents for information concerning a proposed merger transaction that would increase the Company's ownership interest in Pacific Telecom to 100%. Certain Covenants of the Company If there shall have occurred any event that would, with the giving of notice or the passage of time, or both, constitute an Event of Default under the Indenture, as described under "--Events of Default" below, or the Company exercises its option to extend the interest payment period for an Extension Period as described under "--Option to Extend Interest Payment Period" above, the Company will not, until all defaulted interest on the Junior Subordinated Debentures and all interest accrued on the Junior Subordinated Debentures during an Extension Period and all principal and premium, if any, then due and payable on the Junior Subordinated Debentures shall have been paid in full, (i) declare, set aside or pay any dividend or distribution on any capital stock of the Company, including the Series 1992 Preferred Stock and the Common Stock of the Company, except for dividends or distributions in shares of its capital stock or in rights to acquire shares of its capital stock, or (ii) repurchase, redeem or otherwise acquire, or make any sinking fund payment for the purchase or redemption of, any shares of its capital stock (except by conversion into or exchange for shares of its capital stock and except for a redemption, purchase or other acquisition of shares of its capital stock made for the purpose of an employee incentive plan or benefit plan of the Company or any of its subsidiaries and except for mandatory redemption or sinking fund payments with respect to any series of preferred stock of the Company that are subject to mandatory redemption or sinking fund requirements, provided that the aggregate stated value of all such series outstanding at the time of any such payment does not exceed five percent of the aggregate of (1) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Company and then outstanding and (2) the capital and surplus of the Company to be stated on the books of account of the Company after giving effect to such payment); provided, however, that any moneys deposited in any sinking fund and not in violation of this provision may thereafter be applied to the purchase or redemption of such preferred stock in accordance with the terms of such sinking fund without regard to the restrictions contained in this provision. (Section 4.06) As of December 31, 1994, the aggregate stated value of such series of the Company's preferred stock outstanding was approximately $219 million, which represented approximately 3.2 percent of the aggregate of clauses (1) and (2) above at such date. Payment and Paying Agents The Company will act as Paying Agent with respect to the Junior Subordinated Debentures. The Company may at any time designate additional Paying Agents or rescind the designation of any Paying Agents or approve a change in the office through which any Paying Agent acts, except that the Company will be required to maintain a Paying Agent in each Place of Payment for each series of the respective Junior Subordinated Debentures. (Sections 4.02 and 4.03) All moneys paid by the Company to a Paying Agent for the payment of the principal of or premium, if any, or interest on any Junior Subordinated Debenture of any series that remain unclaimed at the end of two years after such principal, premium, if any, or interest shall have become due and payable will be repaid to the Company and the holder of such Junior Subordinated Debenture will thereafter look only to the Company for payment thereof. (Section 11.06) Agreed Tax Treatment The Indenture provides that each holder of a Junior Subordinated Debenture, each person that acquires a beneficial ownership interest in a Junior Subordinated Debenture and the Company agree that for United States federal, state and local tax purposes it is intended that such Debenture constitute indebtedness. (Section 13.12) Modification of the Indenture The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in principal amount of the Junior Subordinated Debentures of each series which are affected by the modification, to modify the Indenture or any supplemental indenture affecting that series or the rights of the holders of that series of Junior Subordinated Debentures; provided, that no such modification may, without the consent of the holder of each outstanding Junior Subordinated Debenture affected thereby, (i) extend the fixed maturity of any Junior Subordinated Debentures of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof or (ii) reduce the percentage of Junior Subordinated Debentures, the holders of which are required to consent to any such supplemental indenture. (Section 9.02) In addition, the Company and the Trustee may execute, without the consent of any holder of Debentures, any supplemental indenture for certain other usual purposes, including the creation of any new series of Junior Subordinated Debentures. (Sections 2.01, 9.01 and 10.01) Events of Default The Indenture provides that any one or more of the following described events, which has occurred and is continuing, constitutes an "Event of Default" with respect to each series of Junior Subordinated Debentures: (a) failure for 10 days to pay interest on the Junior Subordinated Debentures of that series when due; or (b) failure to pay principal of or premium, if any, on the Junior Subordinated Debentures of that series when due whether at maturity, upon redemption, by declaration or otherwise, or to make any sinking or analogous fund payment established with respect to that series; or (c) failure to observe or perform any other covenant (other than those specifically relating to one or more other series) contained in the Indenture for 90 days after notice; or (d) certain events of bankruptcy, insolvency or reorganization of the Company. (Section 6.01) The holders of a majority in aggregate outstanding principal amount of any series of the Junior Subordinated Debentures have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee for that series. (Section 6.06) The Trustee or the holders of not less than 25% in aggregate outstanding principal amount of any particular series of the Junior Subordinated Debentures may declare the principal due and payable immediately upon an Event of Default with respect to such series, but the holders of a majority in aggregate outstanding principal amount of such series may annul such declaration and waive such Event of Default if it has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been deposited with the Trustee. (Sections 6.01 and 6.06) The holders of a majority in aggregate outstanding principal amount of all series of the Junior Subordinated Debentures affected thereby may, on behalf of the holders of all the Junior Subordinated Debentures of such series, waive any past default, except a default in the payment of principal, premium, if any, or interest. (Section 6.06.) The Company is required to file annually with the Trustee a certificate as to whether or not the Company is in compliance with all the conditions and covenants under the Indenture. (Section 5.03(d)) Consolidation, Merger and Sale The Indenture does not contain any covenant which restricts the Company's ability to merge or consolidate with or into any other corporation, sell or convey all or substantially all of its assets to any person, firm or corporation or otherwise engage in restructuring transactions. (Section 10.01) Defeasance and Discharge Under the terms of the Indenture, the Company will be discharged from any and all obligations under the Indenture in respect of the Junior Subordinated Debentures of any series (except in each case for certain obligations to register the transfer or exchange of Junior Subordinated Debentures, replace stolen, lost or mutilated Junior Subordinated Debentures, maintain paying agencies and hold moneys for payment in trust) if the Company deposits with the Trustee, in trust, moneys or Government Obligations, in an amount sufficient to pay all the principal of, and interest on, the Junior Subordinated Debentures of such series on the dates such payments are due in accordance with the terms of such Junior Subordinated Debentures and, if, among other things, such Junior Subordinated Debentures are not due and payable, or are to be called for redemption, within one year, the Company delivers to the Trustee an Opinion of Counsel to the effect that the holders of Junior Subordinated Debentures of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and 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 such deposit and discharge had not occurred. In addition to discharging certain obligations under the Indenture as stated above, if the Company delivers to the Trustee an Opinion of Counsel (in lieu of the Opinion of Counsel referred to above) 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 the 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 Junior Subordinated Debentures of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and 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 such deposit, defeasance and discharge had not occurred, and (c) the trust resulting from the defeasance is a valid trust and will not constitute a regulated investment company under the Investment Company Act of 1940, as amended, then, in such event, the Company will be deemed to have paid and discharged the entire indebtedness on the Junior Subordinated Debentures. In the event of any such defeasance and discharge of Junior Subordinated Debentures of such series, holders of Junior Subordinated Debentures of such series would be able to look only to such trust fund for payment of principal of (and premium, if any) and interest, if any, on the Junior Subordinated Debentures of such series. (Sections 11.01, 11.02 and 11.03) Governing Law The Indenture and the Junior Subordinated Debentures will be governed by, and construed in accordance with, the laws of the State of New York. (Section 13.04) Information Concerning the Trustee The Trustee, prior to default, undertakes to perform only such duties as are specifically set forth in the Indenture and, after default, shall exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. (Section 7.01) Subject to such provision, the Trustee is under no obligation to exercise any of the powers vested in it by the Indenture at the request of any holder of Junior Subordinated Debentures, unless offered reasonable indemnity by such holder against the costs, expenses and liabilities which might be incurred thereby. (Section 7.02) The Trustee is not required to expend or risk its own funds or otherwise incur personal financial liability in the performance of its duties if the Trustee reasonably believes that repayment or adequate indemnity is not reasonably assured to it. (Section 7.01) The Bank of New York serves as trustee and agent under agreements involving the Company and its affiliates. Miscellaneous The Company will have the right at all times to assign any of its rights or obligations under the Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, the Indenture will be binding upon and inure to the benefit of the parties thereto and their respective successors and assigns. The Indenture provides that it may not otherwise be assigned by the parties thereto. (Section 13.11) DESCRIPTION OF CAPITAL STOCK The authorized capital stock of the Company consists of three classes of preferred stock ("Preferred Stock"): 126,533 shares of 5% Preferred Stock of the stated value of $100 per share ("5% Preferred Stock"), 3,500,000 shares of Serial Preferred Stock of the stated value of $100 per share ("Serial Preferred Stock"), 16,000,000 shares of No Par Serial Preferred Stock; and 750,000,000 shares of Common Stock ("Common Stock"). Following is a brief summary of the relative rights and preferences of the various classes of the Company's capital stock, which does not purport to be complete. For a complete description of the relative rights and preferences of the various classes of the Company's capital stock, reference is made to Article III of the Articles, a copy of which is an exhibit to the Registration Statement. General. The Company's Articles provide that the Serial Preferred Stock and the No Par Serial Preferred Stock each may be issued in one or more series and that all such series of each such class, respectively, shall constitute one and the same class of stock, shall be of equal rank and shall be identical in all respects except as to the designation thereof and except that each series may vary, as fixed and determined by the Company's Board of Directors at the time of its creation and expressed in a resolution, as to (a) the dividend rate or rates, which may be subject to adjustment, (b) the date or dates from which dividends shall be cumulative, (c) the dividend payment dates, (d) the amount to be paid upon redemption, if redeemable, or in the event of voluntary liquidation, dissolution, or winding up of the Company, (e) the rights of conversion, if any, into shares of Common Stock and the terms and conditions of any such conversion, (f) provisions, if any, for the redemption or purchase of shares, which may be at the option of the Company or upon the happening of a specified event or events, including the times, prices or rates, which may be subject to adjustment, and (g) with respect to the No Par Serial Preferred Stock, voting rights. Dividends. The No Par Serial Preferred Stock, the 5% Preferred Stock and the Serial Preferred Stock are entitled, pari passu with each other and in preference to the Common Stock, to accumulate dividends at the rate or rates, which may be subject to adjustment, determined in accordance with the Articles at the time of creation of each series. Subject to the prior rights of the several Preferred Stocks (and to the rights of any other classes of stock hereafter authorized), the Common Stock alone is entitled to all dividends other than those payable in respect of the several Preferred Stocks. For certain restrictions on the payment of dividends, reference is made to the notes to the audited consolidated financial statements included in the Company's Annual Report on Form 10-K incorporated by reference herein. Liquidation Rights. Upon involuntary liquidation of the Company, each class of Preferred Stock is entitled, pari passu with each other class and in preference to the Common Stock, to the stated value thereof or, in the case of the No Par Serial Preferred Stock, the amount fixed as the consideration therefor in the resolution creating the series of No Par Serial Preferred Stock, in each case plus accrued dividends to the date of distribution. Upon voluntary liquidation, each outstanding series of No Par Serial Preferred Stock (other than the $7.70 Series and the $7.48 Series which are entitled to $100 per share and the Series 1992 Preferred Stock which is entitled to $25 per share) and Serial Preferred Stock (other than the 7.00%, 6.00%, 5.00% and 5.40% Series which are entitled to $100 per share) is entitled to an amount equal to the then current redemption price for such series and the 5% Preferred Stock is entitled to $110 per share, in each case plus accrued dividends to the date of distribution, pari passu with each other and in preference to the Common Stock. Subject to the rights of the several Preferred Stocks (and to the rights of any other class of stock hereafter authorized), the Common Stock alone is entitled to all amounts available for distribution upon liquidation of the Company other than those to be paid on the Preferred Stocks. Voting Rights. The holders of the 5% Preferred Stock, Serial Preferred Stock and Common Stock are entitled to one vote for each share held on matters presented to shareholders generally. The holders of the No Par Serial Preferred Stock are entitled to such voting rights as are set forth in the Articles upon creation of each series. Certain series of No Par Serial Preferred Stock may not be entitled to vote on matters presented to shareholders generally, including the election of directors. During any periods when dividends on the 5% Preferred Stock or any series of Serial Preferred Stock or No Par Serial Preferred Stock are in default in an amount equal to four full quarterly payments or more per share, the holders of the Preferred Stock, voting as one class separately from the holders of the Common Stock, have the right to elect a majority of the full Board of Directors. No Preferred Stock dividends are in arrears at the date of this Prospectus. Holders of the outstanding shares of any class of Preferred Stock are entitled to vote as a class on certain matters, such as changes in the aggregate number of authorized shares of the class and certain changes in the designations, preferences, limitations or relative rights of the class. The vote of holders of at least two-thirds of each class of Preferred Stock is required prior to creating any new stock ranking prior thereto or altering its express terms to its prejudice. The vote of holders of a majority of all classes of Preferred Stock, voting as one class separately from the holders of the Common Stock, is required prior to merger or consolidation and prior to making certain unsecured borrowings and certain issuances of 5% Preferred Stock, Serial Preferred Stock and No Par Serial Preferred Stock. The shares of the Company do not have cumulative voting rights, which means that the holders of more than 50% of all outstanding shares entitled to vote for the election of directors can elect 100% of the directors if they choose to do so, and, in such event, the holders of the remaining less than 50% of the shares will not be able to elect any person or persons to the Board of Directors. The holders of the Company's shares have no preemptive rights. Voting on Certain Transactions. Under the Articles, certain business transactions with a Related Person (as defined below), including a merger, consolidation or plan of exchange of the Company or its subsidiaries, or certain recapitalizations, or the sale or exchange of a substantial part of the assets of the Company or its subsidiaries, or any issuance of voting securities of the Company will require in addition to existing voting requirements, approval by at least 80% of the outstanding Voting Stock (for purposes of this provision, Voting Stock is defined as all of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, considered as one class). A Related Person includes any shareholder that is, directly or indirectly, the beneficial owner of 20% or more of the Voting Stock. The 80% voting requirement will not apply in the following instances: (a) The Related Person has no direct or indirect interest in the proposed transaction except as a shareholder; (b) The shareholders, other than the Related Person, will receive consideration for their Voting Stock having a fair market value per share at least equal to, or in the opinion of a majority of the Continuing Directors (as defined in the Articles) at least equivalent to, the highest per-share price paid by the Related Person for an Voting Stock acquired by it; (c) Two-thirds of the Continuing Directors expressly approved in advance the acquisition of the Voting Stock that caused such Related Person to become a Related Person; or (d) The transaction is approved by two-thirds of the Continuing Directors. This provision of the Articles may be amended or replaced only upon the approval of the holders of at least 80% of the Voting Stock. Classification of Board; Removal. The Board of Directors of the Company is divided into three classes, designated Class I, Class II and Class III, each class as nearly equal in number as possible. The directors in each class serve staggered three-year terms, such that one-third (or as close thereto as possible) of the Board of Directors is elected each year. A vote of at least 80% of the votes entitled to be cast at an election of the directors is required to remove a director without cause, and at least two-thirds of the votes entitled to be cast at an election of directors are required to remove a director for cause. Any amendment of this provision requires the approval of at least 80% of the votes entitled to be cast at an election of directors. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS The following is a general summary of the material United States federal income tax considerations relevant to an exchange of Series 1992 Preferred Stock for Debentures and the ownership and disposition of Debentures by persons acquiring Debentures pursuant to the Exchange Offer. To the extent it relates to matters of law or legal conclusion, this summary constitutes the opinion of Stoel Rives Boley Jones & Grey, counsel to the Company. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations (including Proposed Regulations and Temporary Regulations) promulgated thereunder, Internal Revenue Service ("IRS") rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This summary is applicable only to holders of Series 1992 Preferred Stock who are United States persons for United States federal income tax purposes, who hold their Series 1992 Preferred Stock as a capital asset and who will hold Debentures as capital assets ("Investors"). For a discussion of certain material United States federal income and estate tax considerations that may be relevant to non-United States persons, see "Certain Federal Tax Considerations for Non-United States Persons." This summary does not discuss all the tax consequences that may be relevant to a particular Investor in light of the Investor's particular circumstances and it is not intended to be applicable in all respects to all categories of holders, some of whom--such as insurance companies, tax-exempt persons, financial institutions, regulated investment companies, dealers in securities or currencies, persons that hold Series 1992 Preferred Stock or the Debentures received in the exchange as a position in a "straddle," as part of a "synthetic security," "hedge," "conversion transaction" or other integrated investment or persons whose functional currency is other than United States dollars--may be subject to different rules not discussed below. In addition, this summary does not address any state, local or foreign tax considerations that may be relevant to an Investor's decision to exchange Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer. ALL SERIES 1992 PREFERRED STOCK HOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE EXCHANGE OF SERIES 1992 PREFERRED STOCK FOR DEBENTURES AND OF THE OWNERSHIP AND DISPOSITION OF DEBENTURES RECEIVED IN THE EXCHANGE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. Exchange of Series 1992 Preferred Stock for Debentures The exchange of Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer will be a taxable event for the exchanging Investors. Whether the exchange will be treated as a transaction in which capital gain or loss is recognized or as a distribution taxable as a dividend with respect to a particular Investor will depend on such Investor's particular facts and circumstances. If, with respect to a particular Investor, the exchange of Series 1992 Preferred Stock for Debentures satisfies one of the tests set forth in Section 302(b) of the Code described below, it will be treated as a transaction in which capital gain or loss is recognized. In that case, the difference between the fair market value of the Debentures received in the exchange and such Investor's adjusted tax basis in the Series 1992 Preferred Stock surrendered therefor generally will be capital gain or loss. Such capital gain or loss will be long-term capital gain or loss if, at the time of the exchange, the Investor has held the Series 1992 Preferred Stock surrendered in the exchange for more than one year. The Investor's tax basis in the Debentures received in the exchange will equal the fair market value of the Debentures at the time of the exchange, and the holding period for such Debentures will begin on the day after the day on which the Investor acquires the Debentures. Pursuant to Section 302(b) of the Code, a particular Investor's exchange of Series 1992 Preferred Stock for Debentures will be treated as a transaction in which capital gain or loss is recognized if, after giving effect to the constructive ownership rules of Section 318 of the Code, the exchange (i) represents a "complete redemption" of such Investor's stock interest in the Company, (ii) is "substantially disproportionate" with respect to such Investor or (iii) is "not essentially equivalent to a dividend" with respect to such Investor. A "complete redemption" of the Investor's stock interest will occur if, pursuant to the Exchange Offer, the Company acquires all of such Investor's Series 1992 Preferred Stock and such Investor does not own directly or constructively any other stock of the Company (or, if such Investor does constructively own other stock of the Company, such Investor waives constructive ownership under procedures established in Section 302(c) of the Code). An exchange will be "not essentially equivalent to a dividend" as to a particular Investor if it results in a "meaningful reduction" in such Investor's interest in the Company (after application of the constructive ownership rules of Section 318 of the Code). In the case of an Investor who directly or constructively owns not more than one percent of the Series 1992 Preferred Stock outstanding and not more than one percent of all other classes of outstanding stock of the Company, an exchange of all of such Investor's Series 1992 Preferred Stock, actually and constructively owned, for Debentures pursuant to the Exchange Offer should ordinarily constitute a "meaningful reduction" of such Investor's interest in the Company and, therefore, should be "not essentially equivalent to a dividend." The rules for this test, however, as well as those governing "substantially disproportionate" exchanges, are complex. Investors who, directly or constructively, own stock in the Company that will not be exchanged for Debentures should consult their tax advisors for an explanation of such rules as they relate to their own circumstances. Section 318 of the Code sets forth rules under which a person is considered to constructively own stock owned by certain other persons and entities with which such person has a family or close business relationship. Investors should consult their tax advisors to determine whether they constructively own stock in the Company. No assurance can be given that an Investor's exchange of Series 1992 Preferred Stock for Debentures will satisfy any of the tests set forth in Section 302(b) of the Code. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS, BEFORE THE EXCHANGE, AS TO THEIR ABILITY TO SATISFY ANY OF THE FOREGOING TESTS IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. If a particular Investor's exchange of Series 1992 Preferred Stock does not satisfy one of the tests of Section 302(b), discussed above, it will be treated as a distribution to which Section 301 of the Code applies. Such Investor (i) will not recognize any loss on the exchange and (ii) generally will recognize ordinary income in an amount equal to the fair market value of the Debentures received (without regard to such Investor's basis in the Series 1992 Preferred Stock surrendered in the exchange), to the extent of such Investor's proportionate share of the Company's current or accumulated earnings and profits. The Company believes that it has current or accumulated earnings and profits in an amount that should be sufficient to characterize as a dividend the fair market value of all of the Debentures received from all Investors for whom the exchange did not result in a capital gain or loss. The amount treated as a dividend will qualify for the 70% dividends received deduction for corporate shareholders, subject to the minimum holding period requirement under Section 246(c) of the Code and other applicable requirements. Section 1059 of the Code, however, may require a corporate shareholder to reduce its tax basis (and possibly to recognize gain) in any stock of the Company held by it by the nontaxed portion of any such dividend. An Investor whose receipt of Debentures is treated as a distribution taxable as a dividend will generally have a tax basis in the Debentures equal to the fair market value of such Debentures at the time of the exchange (without regard to such Investor's basis in the Series 1992 Preferred Stock surrendered in the exchange). The Investor's adjusted tax basis in its Series 1992 Preferred Stock surrendered in the exchange will be transferred to any remaining Series 1992 Preferred Stock held by such Investor or, if such Investor does not retain any Series 1992 Preferred Stock, to other stock in the Company owned by such Investor. If the Investor does not own any stock in the Company following the exchange, it is possible that the Investor's basis in the stock surrendered in the exchange would be transferred to stock attributed to such Investor under Section 318 of the Code. The holding period for the Debentures will begin on the day after the day on which the Debentures are acquired by the exchanging Investor. Interest and Original Issue Discount on Debentures The following discussion addresses only the tax treatment of holders of Debentures that acquired the Debentures pursuant to the Exchange Offer and, thus, does not address the tax treatment of holders of Debentures who purchase the Debentures in the secondary market. In accordance with Sections 1271 through 1275 of the Code and the final Treasury Regulations promulgated thereunder (the "OID Regulations"), a debt instrument bears original issue discount ("OID") if its "stated redemption price at maturity" exceeds its "issue price" by more than a de minimis amount. Assuming that the Debentures are listed on the NYSE , the issue price of the Debentures will be their fair market value on the Issue Date. The Company will not elect to exclude Pre-Issuance Accrued Interest from the issue price. The stated redemption price at maturity of a debt instrument generally includes all amounts payable other than "qualified stated interest" (i.e., payments that are unconditionally required to be paid at least annually at a single fixed rate over the term of the instrument). Because of the Company's option to extend the interest payment period, none of the amounts payable on the Debentures will be qualified stated interest. Thus, the Debentures will have OID in an amount equal to the excess of all payments required to be made under the Debentures over their issue price. That amount of OID should approximately equal the aggregate amounts of stated interest paid or accrued on the Debentures. However, if the issue price of the Debentures is less than their stated principal amount, the difference will be treated as additional OID to be accrued over the term of the Debentures (notwithstanding that such difference might otherwise be considered "de minimis") and a holder of Debentures will include in income an amount exceeding the stated interest received or accrued on the Debentures. If the issue price of the Debentures is greater than their stated principal amount, the amount of OID to be included in income will be less than the stated interest received or accrued on the Debentures. A holder of a Debenture will be required to include OID in income, based on a constant yield method, regardless of such holder's regular method of accounting. As a result, during any period in which the Company has elected to extend the interest payment period, a holder generally would be required to include OID in income but would not receive cash from the Company sufficient to pay tax thereon. As explained above, it is also possible that the OID included in income during other periods will not match the interest payments received from the Company. A holder of Debentures will not recognize any income upon the receipt of a payment of stated interest on the Debentures; instead, the holder will recognize income as OID accrues. A holder's basis in the Debentures will be increased by the amount of OID includible in income and decreased by all payments made on the Debentures, however denominated. The amount of OID includible in income is the sum of the daily portions of OID with respect to a Debenture for each day during the taxable year during which the holder held such Debenture. The daily portion of OID on a Debenture is determined by allocating to each day in any "accrual period" a ratable portion of the OID allocable to such accrual period. The term "accrual period" means a period of any length selected by the holder, provided that each accrual period must be no longer than one year and each scheduled payment date of principal or interest on a Debenture must occur either on the final day of an accrual period or the first day of an accrual period. The amount of OID allocable to an accrual period is the product of the "adjusted issue price" at the beginning of the accrual period and the "yield to maturity" of the Debenture, adjusted to reflect the length of the accrual period. For the first accrual period, the adjusted issue price of the Debentures will be their issue price. Thereafter, the adjusted issue price of a Debenture generally will be its issue price increased by any OID previously includible in the gross income of the holder and decreased by any payment previously made on the Debenture. Under the OID Regulations, in computing the yield to maturity of an instrument, the issuer is deemed to elect to exercise any option available to it under the instrument if doing so would minimize the yield on the instrument. If the issuer does not exercise such option, then, solely for purposes of the accrual of OID, the yield and maturity of the instrument are redetermined by treating the instrument as reissued for an amount equal to its adjusted issue price. Because the issue price of the Debentures may be different from their stated principal amount, it is possible that the yield to maturity would be lower if the Company exercised its option to extend the interest payment period than if it did not. If that were the case, then it would be assumed, for purposes of calculating OID, that the Company would exercise the option. If, on the other hand, the exercise of the option would not decrease the yield to maturity, it would be assumed that the Company would not exercise the option. If there were a change in circumstances (i.e., the Company acted contrary to the applicable assumption), the OID Regulations would require that OID accrual be computed as if the Debentures were reissued on the date of the change in circumstances for an amount equal to their adjusted issue price on that date. The Company will provide each non-corporate holder of Debentures with reports of the amount of OID includable in income on Form 1099-OID. Sale or Redemption of Debentures Generally, a sale or redemption of Debentures will result in taxable gain or loss equal to the difference between the amount realized and the holder's tax basis in the Debentures. Such gain or loss would be long-term capital gain or loss if the Debentures were held for more than one year. Backup Withholding A holder of Series 1992 Preferred Stock or a Debenture may be subject to backup withholding at a rate of 31% with respect to dividends or interest (including OID) on, or the proceeds of a sale, exchange, or redemption of, such Series 1992 Preferred Stock or Debenture, as the case may be, unless such holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact or (ii) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable backup withholding rules. CERTAIN FEDERAL TAX CONSIDERATIONS FOR NON-UNITED STATES PERSONS The following is a general summary of the material United States federal income and estate tax considerations relevant to the exchange of Series 1992 Preferred Stock for Debentures by non-United States persons and the ownership and disposition of Debentures by non-United States persons acquiring Debentures pursuant to the Exchange Offer. As used herein, "non-United States person" means any person who, for United States federal income tax purposes, is neither (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any state or of any of the territories or possessions of the United States, or (iii) a domestic trust or estate. To the extent it relates to matters of law or legal conclusion, this summary constitutes the opinion of Stoel Rives Boley Jones & Grey, counsel to the Company. This summary is based on the Code, Treasury Regulations (including Proposed Regulations and Temporary Regulations) promulgated thereunder, IRS rulings, official pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This summary does not discuss all the tax consequences that may be relevant to a particular holder that is a non-United States person in light of the holder's particular circumstances and it is not intended to be applicable in all respects to all categories of non-United States persons, some of whom--such as foreign governments and certain international organizations--may be subject to special rules not discussed below. In addition, this summary does not address any state, local or foreign tax considerations that may be relevant to a holder's decision to exchange Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer. For a discussion of certain United States federal income tax considerations, some of which may also be relevant to non-United States persons, see "Certain Federal Income Tax Considerations." ALL SERIES 1992 PREFERRED STOCK HOLDERS THAT ARE NON- UNITED STATES PERSONS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE EXCHANGE OF SERIES 1992 PREFERRED STOCK FOR DEBENTURES AND THE OWNERSHIP AND DISPOSITION OF DEBENTURES RECEIVED IN THE EXCHANGE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES. Exchange of Series 1992 Preferred Stock for Debentures Subject to the discussion of backup withholding below, if a holder that is a non-United States person proves, in a manner and under arrangements satisfactory to the Company or other withholding agent, that the exchange of Series 1992 Preferred Stock for Debentures by such holder qualifies under Section 302(b) of the Code as a transaction in which gain or loss is recognized, rather than as a distribution taxable as a dividend (see "Certain Federal Income Tax Considerations-- Exchange of Series 1992 Preferred Stock for Debentures," above), the Company or such withholding agent will not withhold United States federal withholding tax on the issuance of Debentures to such holder. The holder of such Series 1992 Preferred Stock generally will not be subject to United States federal income tax in respect of gain recognized on such exchange. However, such a holder will be subject to United States federal income tax in respect of such gain if no treaty exception is available and (i) such gain is effectively connected with a trade or business conducted by such non-United States person within the United States (in which case the branch profits tax may also apply if the holder is a foreign corporation), (ii) in the case of a non- United States person that is an individual, such holder is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the exchange and certain other conditions are satisfied or (iii) such holder owns, directly or constructively, more than five percent of the Series 1992 Preferred Stock and the Company is or has been a "United States real property holding corporation" for United States federal income tax purposes within the five-year period ending on the date of the exchange and certain other conditions are satisfied. If a holder that is a non-United States person who exchanges Series 1992 Preferred Stock for Debentures does not prove, in a manner satisfactory to the Company or other withholding agent, that such exchange qualifies as a transaction in which gain or loss is recognized, United States federal withholding tax will be withheld from the gross proceeds to such holder in an amount equal to 30% of such proceeds (including Debentures that such holder would otherwise have received) unless such holder is eligible for a reduced tax treaty rate (or an exemption) with respect to dividend income and establishes that it is subject to such reduced rate (or is exempt from such tax) by providing the appropriate form, in which case the tax will be withheld at the reduced rate (or will not be withheld, if exempt). Except as may be otherwise provided in an applicable income tax treaty, a holder that is a non-United States person, whose receipt of Debentures is treated as a distribution taxable as a dividend, will be taxed at ordinary federal income tax rates on a net income basis if such dividend is effectively connected with the conduct of a trade or business of such holder within the United States (in which case the branch profits tax may also apply if the holder is a foreign corporation) and will not be subject to the withholding tax described in the preceding sentence. A holder that is a non-United States person may be eligible to obtain from the IRS a refund of tax withheld if such holder meets one of the three tests of Section 302(b) described above under "Certain Federal Income Tax Considerations--Exchange of Series 1992 Preferred Stock for Debentures" or is otherwise able to establish that no tax (or a reduced amount of tax) was due. Payments on Debentures Subject to the discussion of backup withholding below, payments on a Debenture by the Company or its agent (in its capacity as such) to a beneficial owner that is a non-United States person will not be subject to United States federal withholding tax; provided that (a) such person does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (b) such person is not a controlled foreign corporation that is related to the Company actually or constructively through stock ownership, (c) such person is not a bank that acquired its Debenture in consideration of an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business, and (d) either (i) the beneficial owner certifies to the Company or its agent, under penalties of perjury, in a suitable form that it is a not a United States person and provides its name and address or (ii) a qualifying securities clearing organization, bank or other financial institution that holds customers securities in the ordinary course of its trade or business and that holds the Debenture certifies to the Company or its agent under penalties of perjury that such statement has been received from the beneficial owner in a suitable form by it or by a qualifying intermediary and furnishes the payor with a copy thereof. If a beneficial owner of a Debenture who is a non- United States person is engaged in a trade or business within the United States and interest (including OID) and premium, if any, on the Debenture is effectively connected with the conduct of such trade or business, such beneficial owner may be subject to United States federal income tax on such interest (including OID) and premium at ordinary federal income tax rates on a net basis (in which case the branch profits tax may also apply if the holder is a foreign corporation). Sale or Exchange of Debentures Subject to the discussion of backup withholding below, any capital gain realized upon a sale or exchange of a Debenture (including upon retirement of a Debenture) by a beneficial owner who is a non-United States person ordinarily will not be subject to United States federal income tax unless (i) such gain is effectively connected with a trade or business conducted by such non-United States person within the United States (in which case the branch profits tax may also apply if the holder is a foreign corporation) or (ii) in the case of a non-United States person that is an individual, such holder is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the sale or exchange and certain other conditions are met. Federal Estate Taxes Debentures beneficially owned by an individual who at the time of death is neither a citizen nor a resident of the United States will not be subject to United States federal estate tax as a result of such individual's death, provided that at the time of death the income from the Debentures was not or would not have been effectively connected with the conduct by such individual of a trade or business within the United States and that such individual could have qualified for the exemption from United States federal withholding tax (without regard to the certification requirements) on premium and interest that is described above under "--Payments on Debentures." Backup Withholding and Information Reporting Information reporting on IRS Form 1099 and backup withholding at a rate of 31% will not apply to payments of principal, premium (if any) and interest (including original issue discount) made by the Company or a paying agent to a non- United States person on a Debenture if the certification described in clause (d) under "--Payments on Debentures" above is received, provided that the payor does not have actual knowledge that the holder is a United States person. However, interest (including original issue discount) on a Debenture owned by a holder that is a non-United States person may be required to be reported annually. Payments of the proceeds from the sale by a holder that is a non-United States person of a Debenture made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that if the broker is a United States person, a controlled foreign corporation for United States tax purposes or a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period, information reporting may apply to such payments. Payments of the proceeds from the sale of a Debenture to or through the United States office of a broker is subject to information reporting and backup withholding unless the holder certifies as to its non-United States status or otherwise establishes an exemption from information reporting and backup withholding. EXPERTS The audited consolidated financial statements of the Company and supplemental schedules incorporated by reference in this Prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports included in or incorporated by reference in the Company's Annual Report on Form 10-K incorporated by reference herein (which reports express an unqualified opinion and include an explanatory paragraph relating to changes adopted in accounting for income taxes and other postretirement benefits), and have been so incorporated herein in reliance upon such reports given upon the authority of that firm as experts in accounting and auditing. With respect to any unaudited interim financial information that is incorporated herein by reference, Deloitte & Touche LLP have applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their reports included in any Quarterly Reports on Form 10-Q incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of 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 financial information because those reports are not "reports" or a "part" of the Registration Statement to which this Prospectus is a part prepared or certified by an accountant within the meaning of Sections 7 and 11 of said Securities Act. LEGAL OPINIONS Certain legal matters in connection with the Debentures, including the validity of the Indenture and the Debentures, will be passed upon for the Company by Stoel Rives Boley Jones & Grey, Portland, Oregon, and for the Dealer Managers by Winthrop, Stimson, Putnam & Roberts, New York, New York. Certain tax matters in connection with the Exchange Offer will be passed upon for the Company by Stoel Rives Boley Jones & Grey. John M. Schweitzer and John Detjens III, who are assistant secretaries of PacifiCorp, are partners in the firm of Stoel Rives Boley Jones & Grey. Facsimile copies of the Letter of Transmittal will be accepted. Letters of Transmittal, certificates representing shares of Series 1992 Preferred Stock and any other required documents should be sent by each holder of Series 1992 Preferred Stock or such holder's broker, dealer, commercial bank, trust company or other nominee to the Exchange Agent at one of the addresses as set forth below: The Exchange Agent is: The Bank of New York By Hand or Overnight Courier: By Mail: The Bank of New York The Bank of New York 101 Barclay Street PO Box 11248 New York, NY 10286 Church Street Station Attention: Tender and Exchange New York, NY 10286 Receive and Deliver Window, Attention: Tender and Street Level Exchange By Facsimile Transmission (for Eligible Institutions only): (212) 815-6213 Confirm Receipt of Notice of Guaranteed Delivery by Telephone: (800) 507-9357 The Information Agent is: GEORGESON & COMPANY INC. Wall Street Plaza New York, NY 10005 Banks and Brokers call collect (212) 440-9800 Call Toll Free: (800) 223-2064 - ------------------------------------------------------------- Any questions or requests for assistance or additional copies of this Prospectus and the Letter of Transmittal may be directed to the Information Agent or the Exchange Agent at the telephone numbers and locations set forth above. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Exchange Offer. - ------------------------------------------------------------- The Dealer Managers for the Exchange Offer are: Goldman, Sachs & Co. Salomon Brothers Inc Liability Management Group Liability Management Group 85 Broad Street, 26th Floor 7 World Trade Center New York, New York 10004 New York, New York 10048 (800) 828-3182 (Toll-Free) (800) 221-7190 (Toll-Free) PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS PacifiCorp's Second Restated Articles of Incorporation, as amended ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require PacifiCorp to indemnify directors and officers to the fullest extent not prohibited by law. The right to and amount of indemnification will be ultimately subject to determination by a court that indemnification in the circumstances presented is consistent with public policy considerations and other provisions of law. It is likely, however, that the Restated Articles would require indemnification at least to the extent that indemnification is authorized by the Oregon Business Corporation Act ("OBCA"). The effect of the OBCA is summarized as follows: (a) The OBCA permits PacifiCorp 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 PacifiCorp, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred, provided the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of PacifiCorp, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Indemnification is not permitted in connection with a proceeding in which a person is adjudged liable on the basis that personal benefit was improperly received unless indemnification is permitted by a court upon a finding that 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 PacifiCorp to grant a right of indemnification in respect of any proceeding by or in the right of PacifiCorp 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 PacifiCorp, except that no indemnification may be granted if such person is adjudged to be liable to PacifiCorp unless permitted by a court. (c) Under the OBCA, PacifiCorp may not indemnify a person in respect of a proceeding described in (a) or (b) above unless it is determined that indemnification is permissible because the person has met the prescribed standard of conduct by any one of the following: (i) the Board of Directors, by a majority vote of a quorum consisting of directors not at the time parties to the proceeding, (ii) 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, (iii) by special legal counsel selected by the Board of Directors or the committee thereof, as described in (i) and (ii) above, or (iv) 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 (i) through (iv) above, except that if the determination of such indemnification's permissibility is made by special counsel then the determination of the reasonableness of such expenses is to be made by those entitled to select special 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, PacifiCorp 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 such person did not meet the standard of conduct. The rights of indemnification described above are not exclusive of any other rights of indemnification to which officers or directors may be entitled under any statute, agreement, vote of shareholders, action of directors, or otherwise. Indemnity agreements entered into by PacifiCorp require PacifiCorp to indemnify the directors that are parties thereto 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. Resolutions adopted by PacifiCorp's board of directors are intended to have a similar result with respect to officers of PacifiCorp. PacifiCorp has directors' and officers' liability insurance coverage which insures officers and directors of PacifiCorp against certain liabilities. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits A list of exhibits included as part of this Registration Statement is set forth in an Exhibit Index, which immediately precedes such exhibits. (b) Financial Statement Schedules None ITEM 22. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) For purposes of determining any liability under the Securities Act of 1933, each filing of PacifiCorp's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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. (2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the provisions described under Item 20 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. (3) To respond to requests for information that is incorporated by reference into the Prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first-class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. (4) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 the 12th day of April, 1995. PACIFICORP By: RICHARD T. O'BRIEN ------------------------------ Richard T. O'Brien (Vice President) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on April 12, 1995 in the capacities indicated. Signature Title *FREDERICK W. BUCKMAN President, Chief Executive - ---------------------------- Officer and Director Frederick W. Buckman *DANIEL L. SPALDING Senior Vice President - ---------------------------- (Chief Accounting Officer) Daniel L. Spalding *KATHRYN A. BRAUN Director - ---------------------------- Kathryn A. Braun *C. TODD CONOVER Director - ---------------------------- C. Todd Conover *RICHARD C. EDGLEY Director - ---------------------------- Richard C. Edgley *A.M. GLEASON Director - ---------------------------- A.M. Gleason (Vice Chairman) *JOHN C. HAMPTON Director - ---------------------------- John C. Hampton *NOLAN E. KARRAS Director - ---------------------------- Nolan E. Karras *KEITH R. MCKENNON Director - ---------------------------- Keith R. McKennon (Chairman) *ROBERT G. MILLER Director - ---------------------------- Robert G. Miller *VERL R. TOPHAM Director - ---------------------------- Verl R. Topham *DON M. WHEELER Director - ---------------------------- Don M. Wheeler *NANCY WILGENBUSCH Director - ---------------------------- Nancy Wilgenbusch *By RICHARD T. O'BRIEN ------------------------ Richard T. O'Brien (Attorney-in-Fact) EXHIBIT INDEX Exhibit No. Document Page No. - ----------- -------- ------ 4)(a) Form of Indenture between PacifiCorp and The Bank of New York as Trustee. (4)(b) Form of Supplemental Indenture to Indenture to be used in connection with the issuance of Junior Subordinated Debentures. (4)(c) Form of Junior Subordinated Debenture (included in Exhibits (4)(a) and (b) above). (5) Opinion of Stoel Rives Boley Jones & Grey with respect to Junior Subordinated Debentures. (8) Opinion of Stoel Rives Boley Jones & Grey with respect to tax matters. *(12)(a) Statement re Computation of Consolidated Ratios of Earnings to Fixed Charges. (Exhibit (12)(a), Form 10-K for the year ended December 31, 1994, File No. 1-5152). *(12)(b) Statement re Computation of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends. Exhibit (12)(b), Form 10-K for the year ended December 31, 1994, File No. 1-5152). (23)(a) Consent of Deloitte & Touche LLP. (23)(b) Consent of Stoel Rives Boley Jones & Grey (included in Exhibits (5) and (8) above). (24) Powers of Attorney. (25) Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Indenture. (99)(a) Proposed Form of Dealer Managers Agreement (99)(b) Proposed Form of Exchange Agent Agreement (99)(c) Information Agent Agreement dated April 3, 1995 between PacifiCorp and Georgeson & Company Inc. (99)(d) Proposed Form of Letter of Transmittal (99)(e) Proposed Form of Letter to Brokers (99)(f) Proposed Form of Letter to Clients (99)(g) Proposed Form of Notice of Guaranteed Delivery (99)(h) Proposed Form of Letter to Shareholders ________________ * Incorporated by reference. EX-4 2 EXHIBIT 4(A) _______________________________________________________________ PACIFICORP AND THE BANK OF NEW YORK, AS TRUSTEE ____________________ INDENTURE Dated as of May 1, 1995 ____________________ Junior Subordinated Debentures _______________________________________________________________ CROSS-REFERENCE TABLE Section of Trust Indenture Act Section of of 1939, as amended Indenture - ------------------- ------------- 310(a) . . . . . . . . . . . . . . . . . .7.09 310(b) . . . . . . . . . . . . . . . . . .7.08 7.10 310(c) . . . . . . . . . . . . . . . . . .Inapplicable 311(a) . . . . . . . . . . . . . . . . . .7.13(a) 311(b) . . . . . . . . . . . . . . . . . .7.13(b) 311(c) . . . . . . . . . . . . . . . . . .Inapplicable 312(a) . . . . . . . . . . . . . . . . . .5.01 5.02(a) 312(b) . . . . . . . . . . . . . . . . . .5.02(b) 312(c) . . . . . . . . . . . . . . . . . .5.02(c) 313(a) . . . . . . . . . . . . . . . . . .5.04(a) 313(b) . . . . . . . . . . . . . . . . . .5.04(b) 313(c) . . . . . . . . . . . . . . . . . .5.04(a) 5.04(b) 313(d) . . . . . . . . . . . . . . . . . .5.04(c) 314(a) . . . . . . . . . . . . . . . . . .5.03 314(b) . . . . . . . . . . . . . . . . . .Inapplicable 314(c) . . . . . . . . . . . . . . . . . .13.06 314(d) . . . . . . . . . . . . . . . . . .Inapplicable 314(e) . . . . . . . . . . . . . . . . . .13.06 314(f) . . . . . . . . . . . . . . . . . .Inapplicable 315(a) . . . . . . . . . . . . . . . . . .7.01(a) 7.02 315(b) . . . . . . . . . . . . . . . . . .6.07 315(c) . . . . . . . . . . . . . . . . . .7.01 315(d) . . . . . . . . . . . . . . . . . .7.01(b) 7.01(c) 315(e) . . . . . . . . . . . . . . . . . .6.08 316(a) . . . . . . . . . . . . . . . . . .6.06 8.04 316(b) . . . . . . . . . . . . . . . . . .6.04 316(c) . . . . . . . . . . . . . . . . . .8.01 317(a) . . . . . . . . . . . . . . . . . .6.02 317(b) . . . . . . . . . . . . . . . . . .4.04 318(a) . . . . . . . . . . . . . . . . . .13.08 TABLE OF CONTENTS* ----------------- Page ---- PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . iv, 1 RECITALS: Purpose of Indenture . . . . . . . . . . . . . . . . . . . . 1 Compliance with legal requirements . . . . . . . . . . . . . 1 Purpose of and consideration for Indenture . . . . . . . . . 1 ARTICLE ONE DEFINITIONS SECTION 1.01 Certain terms defined; other terms defined in the Trust Indenture Act of 1939, as amended, or by reference therein in the Securities Act of 1933, as amended, to have the meanings assigned therein. . . . . . . . . 1 Authenticating Agent . . . . . . . . . . . . . 1 Board of Directors . . . . . . . . . . . . . . 2 Board Resolution . . . . . . . . . . . . . . . 2 Business Day . . . . . . . . . . . . . . . . . 2 Certificate. . . . . . . . . . . . . . . . . . 2 Corporate Trust Office . . . . . . . . . . . . 2 Company. . . . . . . . . . . . . . . . . . . . 2 Debenture or Debentures. . . . . . . . . . . . 2 Debentureholder. . . . . . . . . . . . . . . . 2 Default. . . . . . . . . . . . . . . . . . . . 2 Depository . . . . . . . . . . . . . . . . . . 2 Event of Default . . . . . . . . . . . . . . . 3 Global Debenture . . . . . . . . . . . . . . . 3 Governmental Obligations . . . . . . . . . . . 3 Indenture. . . . . . . . . . . . . . . . . . . 3 Interest Payment Date. . . . . . . . . . . . . 3 Officers' Certificate. . . . . . . . . . . . . 3 Opinion of Counsel . . . . . . . . . . . . . . 3 Outstanding. . . . . . . . . . . . . . . . . . 4 Predecessor Debenture. . . . . . . . . . . . . 4 Responsible Officer. . . . . . . . . . . . . . 4 Senior Indebtedness. . . . . . . . . . . . . . 4 Trustee. . . . . . . . . . . . . . . . . . . . 4 Trust Indenture Act. . . . . . . . . . . . . . 5 ARTICLE TWO ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES SECTION 2.01 Designation, terms, amount, authentication and delivery of Debentures . . . . . . . . . . . . . . . . . . 5 SECTION 2.02 Form of Debentures and Trustee's certificate. . . . . . . . . . . . . . . . . . 6 SECTION 2.03 Date and denominations of Debentures, and provisions for payment of principal, premium and interest . . . . . . . . . . . . . . . . . . . 6 SECTION 2.04 Execution of Debentures. . . . . . . . . . . . 7 _______________ * This Table of Contents does not constitute part of the Indenture and should not have any bearing upon the interpretation of any of its terms or provisions. SECTION 2.05 Exchange of Debentures . . . . . . . . . . . . 8 (a) Registration and transfer of Debentures. . . . . . . . . . . . . . . . 8 (b) Debentures to be accompanied by proper instruments of transfer. . . . . . . . . . . . . . . . . 8 (c) Charges upon exchange, transfer or registration of Debentures. . . . . . . . . . . . . . . . 9 (d) Restrictions on transfer or exchange at time of redemption. . . . . . . . . . . . . . . . 9 SECTION 2.06 Temporary Debentures . . . . . . . . . . . . . 9 SECTION 2.07 Mutilated, destroyed, lost or stolen Debentures. . . . . . . . . . . . . . . 9 SECTION 2.08 Cancellation of surrendered Debentures . . . . . . . . . . . . . . . . . .10 SECTION 2.09 Provisions of Indenture and Debentures for sole benefit of parties and Debentureholders . . . . . . . . .10 SECTION 2.10 Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . . . . .10 SECTION 2.11 Global Debenture . . . . . . . . . . . . . . .11 ARTICLE THREE REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS SECTION 3.01 Redemption of Debentures . . . . . . . . . . .12 SECTION 3.02 (a) Notice of redemption. . . . . . . . . . .12 (b) Selection of Debentures in case less than all Debentures to be redeemed. . . . . . . . . . . . . .13 SECTION 3.03 (a) When Debentures called for redemption become due and payable . . . . . . . . . . . . . . . . .13 (b) Receipt of new Debenture upon partial payment . . . . . . . . . . . . .13 SECTION 3.04 Sinking Fund for Debentures. . . . . . . . . .14 SECTION 3.05 Satisfaction of Sinking Fund Payments with Debentures . . . . . . . . . . .14 SECTION 3.06 Redemption of Debentures for Sinking Fund . . . . . . . . . . . . . . . . .14 ARTICLE FOUR PARTICULAR COVENANTS OF THE COMPANY SECTION 4.01 Payment of principal of (and premium, if any) and interest on Debentures . . . . . . . . . . . . . . . . . .14 SECTION 4.02 Maintenance of office or agency for payment of Debentures, designation of office or agency for payment, registration, transfer and exchange of Debentures. . . . . . . . . . . . . . . . .14 SECTION 4.03 (a) Duties of paying agent. . . . . . . . . .15 (b) Company as paying agent . . . . . . . . .15 (c) Holding sums in trust . . . . . . . . . .15 SECTION 4.04 Appointment to fill vacancy in office of Trustee. . . . . . . . . . . . . . .15 SECTION 4.05 Restriction on consolidation, merger or sale . . . . . . . . . . . . . . . .15 SECTION 4.06 Restriction on declaration of dividends, etc.. . . . . . . . . . . . . . . .15 ARTICLE FIVE DEBENTUREHOLDERS' LISTS, AND REPORTS BY THE COMPANY AND THE TRUSTEE SECTION 5.01 Company to furnish Trustee information as to names and addresses of Debentureholders. . . . . . . . .16 SECTION 5.02 (a) Trustee to preserve information as to names and addresses of Debentureholders received by it in capacity of paying agent. . . . . . . . . . . . . . .16 (b) Trustee may destroy list of Debentureholders on certain conditions. . . . . . . . . . . . . . . .16 (c) Trustee to make information as to names and addresses of Debentureholders available to "applicants" or mail communica- tions to Debentureholders in certain circumstances . . . . . . . . . .16 (d) Procedure if Trustee elects not to make information available to applicants . . . . . . . . .17 (e) Company and Trustee not accountable for disclosure of information . . . . . . . . . . . . . . .17 SECTION 5.03 (a) Annual and other reports to be filed by Company with Trustee . . . . . .17 (b) Additional information and reports to be filed with Trustee and Securities and Exchange Commission . . . . . . . . . . .17 (c) Summaries of information and reports to be transmitted by Company to Debentureholders . . . . . . .17 (d) Annual Certificate to be furnished to Trustee. . . . . . . . . . .18 (e) Reports concerning original issue discount. . . . . . . . . . . . . .18 SECTION 5.04 (a) Trustee to transmit annual report to Debentureholders. . . . . . . .18 (b) Trustee to transmit certain further reports to Debentureholders. . . . . . . . . . . . .18 (c) Copies of reports to be filed with stock exchanges and Securities and Exchange Commission. . . . . . . . . . . . . . . .19 ARTICLE SIX REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS UPON EVENT OF DEFAULT SECTION 6.01 (a) Events of Default defined . . . . . . . .19 (b) Acceleration of maturity upon Event of Default. . . . . . . . . . . . .20 (c) Waiver of default and rescission of declaration of maturity. . . . . . . . . . . . . . . . .20 (d) Restoration of former position and rights upon curing default . . . . . . . . . . . . . . . . .20 SECTION 6.02 (a) Covenant of Company to pay to Trustee whole amount due on Debentures on default in payment of interest or principal (and premium, if any). . . . . . . . . . . . . . . . . . .20 (b) Trustee may recover judgment for whole amount due on Debentures on failure of Company to pay. . . . . . . . . . . . . .20 (c) Filing of proof of claim by Trustee in bankruptcy, reorganization or receivership proceeding. . . . . . . . . . . . . . . .21 (d) Rights of action and of asserting claims may be enforced by Trustee without possession of Debentures. . . . . . . . .21 SECTION 6.03 Application of moneys collected by Trustee. . . . . . . . . . . . . . . . . . . .21 SECTION 6.04 Limitation on suits by holders of Debentures . . . . . . . . . . . . . . . . . .22 SECTION 6.05 (a) Remedies cumulative . . . . . . . . . . .22 (b) Delay or omission in exercise of rights not waiver of default . . . . . . . . . . . . . . . . .22 SECTION 6.06 Rights of holders of majority in principal amount of Debentures to direct Trustee and to waive defaults . . . . .22 SECTION 6.07 Trustee to give notice of defaults known to it, but may withhold in certain circumstances. . . . . . . . . . . . .23 SECTION 6.08 Requirements of an undertaking to pay costs in certain suits under Indenture or against Trustee . . . . . . . . .23 ARTICLE SEVEN CONCERNING THE TRUSTEE SECTION 7.01 (a) Upon Event of Default occurring and continuing, Trustee shall exercise powers vested in it, and use same degree of care and skill in their exercise, as prudent individual would use. . . . . . . . . . .23 (b) Trustee not relieved from liability for negligence or willful misconduct except as provided in this section. . . . . . . . .24 (1) Prior to Event of Default and after the curing of all Events of Default which may have occurred. . . . . . . . . . . . . . . . .24 (i) Trustee not liable except for performance of duties specifically set forth. . . . . . . . . .24 (ii) In absence of bad faith, Trustee may conclusively rely on certificates or opinions furnished it hereunder, subject to duty to examine the same if specifically required to be furnished to it . . . . . . . . . .24 (2) Trustee not liable for error of judgment made in good faith by Responsible Officer unless Trustee negligent . . . . . . . . . . . .24 (3) Trustee not liable for action or non-action in accordance with direction of holders of majority in principal amount of Debentures . . . . . . . . . . . . . .24 (4) Trustee need not expend own funds without adequate indemnity . . . . . . . . . . . . . . . .24 (c) Provisions regarding liability of Trustee subject to Section 7.01. . . . . . . . . . . . . . . . . . .24 SECTION 7.02 Subject to provisions of Section 7.01: (a) Trustee may rely on documents believed genuine and properly signed or presented . . . . . . . . . . .24 (b) Sufficient evidence by certain instruments provided for. . . . . . . . .24 (c) Trustee may obtain Officer's Certificate . . . . . . . . . . . . . . .25 (d) Trustee may consult with counsel and act on advice or Opinion of Counsel. . . . . . . . . . . .25 (e) Trustee may require indemnity from Debentureholders . . . . . . . . . .25 (f) Prior to Event of Default Trustee not bound to investigate facts or matters stated in certificates, etc., unless requested in writing by Debentureholders. . . . . . . . . . . . .25 (g) Trustee not liable for actions in good faith believed to be authorized. . . . . . . . . . . . . . . .25 (h) Trustee not bound to make investigation . . . . . . . . . . . . . .25 (i) Trustee may perform duties directly or through agents or attorneys . . . . . . . . . . . . . . . .25 (j) Application for Instructions. . . . . . .25 SECTION 7.03 (a) Trustee not liable for recitals in Indenture or in Debentures. . . . . . . . . . . . . . . .25 (b) No representations by Trustee as to validity of Indenture or of Debentures . . . . . . . . . . . . . .26 (c) Trustee not accountable for use of Debentures or proceeds . . . . . .26 SECTION 7.04 Trustee, paying agent or Debenture Registrar may own Debentures . . . . . . . . .26 SECTION 7.05 Moneys received by Trustee to be held in trust without interest . . . . . . . .26 SECTION 7.06 (a) Trustee entitled to compensation, reimbursement and indemnity . . . . . . . . . . . . . .26 (b) Obligations to Trustee to be secured by claim prior to Debentures. . . . . . . . . . . . . . . .26 (c) Services in connection with Event of Default. . . . . . . . . . . . .26 SECTION 7.07 Right of Trustee to rely on certificate of officers of Company where no other evidence specifically prescribed. . . . . . . . . . . .26 SECTION 7.08 Trustee acquiring conflicting interest to eliminate conflict or resign . . . . . . . . . . . . . . . . . . . .27 SECTION 7.09 Requirements for eligibility of Trustee. . . . . . . . . . . . . . . . . . . .27 SECTION 7.10 (a) Resignation of Trustee and appointment of successor. . . . . . . . .27 (b) Removal of Trustee by Company or by court on Debenture- holders' application. . . . . . . . . . .27 (c) Removal of Trustee by holders of majority in principal amount of Debentures. . . . . . . . . . .28 (d) Time when resignation or removal of Trustee effective. . . . . . .28 (e) One Trustee for each series . . . . . . .28 SECTION 7.11 (a) Acceptance by successor to Trustee . . . . . . . . . . . . . . . . .28 (b) Trustee with respect to less than all series . . . . . . . . . . . . .28 (c) Company to confirm Trustee's rights. . . . . . . . . . . . . . . . . .28 (d) Successor Trustee to be qualified . . . . . . . . . . . . . . . .29 (e) Notice of succession. . . . . . . . . . .29 SECTION 7.12 Successor to Trustee by merger, consolidation or succession to business . . . . . . . . . . . . . . . . . . .29 SECTION 7.13 Limitations on rights of Trustee as a creditor to obtain payment of certain claims within four months prior to default or during default, or to realize on property as such creditor thereafter. . . . . . . . . . . . . .29 ARTICLE EIGHT CONCERNING THE DEBENTUREHOLDERS SECTION 8.01 Evidence of action by Debentureholders . . . . . . . . . . . . . . .29 SECTION 8.02 Proof of execution of instruments and of holding of Debentures . . . . . . . . .29 SECTION 8.03 Who may be deemed owners of Debentures . . . . . . . . . . . . . . . . . .30 SECTION 8.04 Debentures owned by Company or controlled or controlling companies disregarded for certain purposes . . . . . . .30 SECTION 8.05 Instruments executed by Debentureholders bind future holders. . . . . . . . . . . . . . . . . . . .30 ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 9.01 Purposes for which supplemental indenture may be entered into without consent of Debentureholders . . . . . . . . . . . . . . .31 SECTION 9.02 Modification of Indenture with consent of Debentureholders. . . . . . . . . .31 SECTION 9.03 Effect of supplemental indentures. . . . . . .32 SECTION 9.04 Debentures may bear notation of changes by supplemental indentures . . . . . .32 SECTION 9.05 Opinion of Counsel . . . . . . . . . . . . . .32 ARTICLE TEN CONSOLIDATION, MERGER AND SALE SECTION 10.01 Consolidations or mergers of Company and sales or conveyances of property of Company permitted. . . . . . . . .32 SECTION 10.02 (a) Rights and duties of successor company . . . . . . . . . . . . . . . . .33 (b) Appropriate changes may be made in phraseology and form of Debentures . . . . . . . . . . . . . .33 (c) Company may consolidate or merge into itself or acquire properties of other corporations. . . . . . . . . . . . . . .33 SECTION 10.03 Opinion of Counsel . . . . . . . . . . . . . .33 ARTICLE ELEVEN SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS SECTION 11.01 Satisfaction and discharge of Indenture. . . . . . . . . . . . . . . . . . .33 SECTION 11.02 Discharge of Company's Obligations . . . . . .34 SECTION 11.03 Opinion of Counsel . . . . . . . . . . . . . .34 SECTION 11.04 Application by Trustee of funds deposited for payment of Debentures . . . . . . . . . . . . . . . . . .34 SECTION 11.05 Repayment of moneys held by paying agent. . . . . . . . . . . . . . . . . . . . .35 SECTION 11.06 Repayment of moneys held by Trustee. . . . . . . . . . . . . . . . . . . .35 ARTICLE TWELVE IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 12.01 Incorporators, stockholders, officers and directors of Company exempt from individual liability . . . . . . .35 ARTICLE THIRTEEN MISCELLANEOUS PROVISIONS SECTION 13.01 Successors and assigns of Company bound by Indenture . . . . . . . . . . . . . .35 SECTION 13.02 Acts of board, committee or officer of successor company valid . . . . . . . . . .35 SECTION 13.03 Required notices or demands may be served by mail . . . . . . . . . . . . . . . .35 SECTION 13.04 Indenture and Debentures to be construed in accordance with laws of the State of New York . . . . . . . . . . .36 SECTION 13.05 (a) Officers' Certificate and Opinion of Counsel to be furnished upon applications or demands by Company. . . . . . . . . . . .36 (b) Statements to be included in each certificate or opinion with respect to compliance with condition or covenant. . . . . . . .36 SECTION 13.06 Opinion of Counsel to be furnished upon execution of Indenture. . . . . . . . . .36 SECTION 13.07 Payments due on Sundays or holidays . . . . . . . . . . . . . . . . . . .36 SECTION 13.08 Provisions required by Trust Indenture Act of 1939 to control . . . . . . .36 SECTION 13.09 Indenture may be executed in counterparts . . . . . . . . . . . . . . . . .36 SECTION 13.10 Separability of Indenture provisions . . . . . . . . . . . . . . . . . .36 SECTION 13.11 Assignment by Company to subsidiary . . . . . . . . . . . . . . . . . .37 SECTION 13.12 Agreement that Debentures constitute debt. . . . . . . . . . . . . . . .37 ARTICLE FOURTEEN SUBORDINATION OF DEBENTURES SECTION 14.01 Agreement of Subordination . . . . . . . . . .37 SECTION 14.02 Limitations on payments to Debentureholders . . . . . . . . . . . . . . .37 SECTION 14.03 Payments in bankruptcy . . . . . . . . . . . .37 SECTION 14.04 Subrogation of Debentures. . . . . . . . . . .38 SECTION 14.05 Authorization by Debentureholders. . . . . . .39 SECTION 14.06 Notice to Trustee. . . . . . . . . . . . . . .39 SECTION 14.07 Trustee's relation to Senior Indebtedness . . . . . . . . . . . . . . . . .40 SECTION 14.08 Acts of holders of Senior Indebtedness . . . . . . . . . . . . . . . . .40 ACCEPTANCE OF TRUST BY TRUSTEE . . . . . . . . . . . . . . .41 TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . .40 SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . .41, 42 ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . .41 THIS INDENTURE, dated as of the 1st day of May, 1995, between PACIFICORP, a corporation duly organized and existing under the laws of the State of Oregon (hereinafter sometimes referred to as the "Company"), and THE BANK OF NEW YORK, a New York banking corporation organized and existing under the laws of the State of New York, as trustee (hereinafter sometimes referred to as the "Trustee"): WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures (hereinafter referred to as the "Debentures"), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided as registered Debentures without coupons, to be authenticated by the certificate of the Trustee; WHEREAS, to provide the terms and conditions upon which the Debentures are to be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; WHEREAS, the Debentures and the certificate of authentication to be borne by the Debentures (the "Certificate of Authentication") are to be substantially in such forms as may be approved by the Board of Directors (as defined below) or set forth in any indenture supplemental to this Indenture; and WHEREAS, all acts and things necessary to make the Debentures issued pursuant hereto, when executed by the Company and authenticated and delivered by the Trustee as in this Indenture provided, the valid, binding and legal obligations of the Company, and to constitute these presents a valid indenture and agreement according to its terms, have been done and performed or will be done and performed prior to the issuance of the Debentures, and the execution of this Indenture and the issuance hereunder of the Debentures have been or will be prior to issuance in all respects duly authorized, and the Company, in the exercise of the legal right and power in it vested, executes this Indenture and proposes to make, execute, issue and deliver the Debentures; NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Debentures are and are to be authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Debentures by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by the Trustee at the execution of these presents, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee, for the equal and proportionate benefit (subject to the provisions of this Indenture) of the respective holders from time to time of the Debentures, without any discrimination, preference or priority of any one Debenture over any other by reason of priority in the time of issue, sale or negotiation thereof, or otherwise, except as provided herein, as follows: ARTICLE ONE Definitions SECTION 1.01. The terms defined in this Section (except as in this Indenture otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture, any resolution of the Board of Directors of the Company and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture which are defined in the Trust Indenture Act, or which are by reference in the Trust Indenture Act defined in the Securities Act of 1933, as amended (the "Securities Act"), (except as herein otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this instrument. Authenticating Agent: The term "Authenticating Agent" means an authenticating agent with respect to all or any of the series of Debentures, as the case may be, appointed with respect to all or any series of the Debentures, as the case may be, by the Trustee pursuant to Section 2.10. Board of Directors: The term "Board of Directors" means the Board of Directors of the Company, or any committee of such Board duly authorized to act on behalf thereof hereunder. Board Resolution: The term "Board Resolution" means a copy of 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 of such certification. Business Day: The term "Business Day", with respect to any series of Debentures, means any day other than a day on which banking institutions in the Borough of Manhattan, the City and State of New York, are authorized to close. Certificate: The term "Certificate" means a certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Company. The Certificate need not comply with the provisions of Section 13.05. Corporate Trust Office: The term "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this Indenture is located at 101 Barclay Street, New York, NY 10286, Attention: Corporate Trust Trustee Administration. Company: The term "Company" means PacifiCorp, a corporation duly organized and existing under the laws of the State of Oregon, and, subject to the provisions of Article Ten, also includes its successors and assigns. Debenture or Debentures: The term "Debenture" or "Debentures" means any Debenture or Debentures, as the case may be, authenticated and delivered under this Indenture. Debentureholder: The term "Debentureholder," "holder of Debentures," "registered holder" or other similar term means the person or persons in whose name or names a particular Debenture shall be registered on the books of the Company kept for that purpose in accordance with the terms of this Indenture. Default: The term "default" means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default. Depository: The term "Depository" means, with respect to Debentures of any series for which the Company shall determine that such Debentures will be issued as a Global Debenture, The Depository Trust Company, New York, New York, another clearing agency or any successor registered as a clearing agency under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11. Event of Default: The term "Event of Default" means, with respect to Debentures of a particular series, any event specified in Section 6.01, continued for the period of time, if any, therein designated. Global Debenture: The term "Global Debenture" means, with respect to any series of Debentures, a Debenture executed by the Company and delivered by the Trustee to the Depository or pursuant to the Depository's instruction, all in accordance with the Indenture, which shall be registered in the name of the Depository or its nominee. Governmental Obligations: The term "Governmental Obligations" means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Governmental Obligation or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the specific payment of principal of or interest on the Governmental Obligation evidenced by such depository receipt. Indenture: The term "Indenture" means this instrument as originally executed, or, if amended or supplemented as herein provided, as so amended or supplemented. Interest Payment Date: The term "Interest Payment Date," when used with respect to any installment of interest on a Debenture of a particular series, means the date specified in such Debenture, a Board Resolution or an indenture supplemental hereto with respect to that series as the fixed date on which an installment of interest with respect to Debentures of that series is due and payable. Officers' Certificate: The term "Officers' Certificate" means a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Controller or an Assistant Controller or the Secretary or an Assistant Secretary of the Company. Each such certificate shall include the statements provided for in Section 13.05, if and to the extent required by the provisions thereof. Opinion of Counsel: The term "Opinion of Counsel" means an opinion in writing signed by legal counsel, who may be counsel for the Company, reasonably acceptable to the Trustee. Each such opinion shall include the statements provided for in Section 13.05, if and to the extent required by the provisions thereof. Outstanding: The term "outstanding", when used with reference to Debentures of any series, means , subject to the provisions of Section 8.04, as of any particular time, all Debentures of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Debentures theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or which have previously been canceled; (b) Debentures or portions thereof for the payment or redemption of which moneys or Governmental Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as its own paying agent); provided, however, that if such Debentures or portions of such Debentures are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article Three provided, or provision satisfactory to the Trustee shall have been made for giving such notice; (c) Debentures in lieu of or in substitution for which other Debentures shall have been authenticated and delivered pursuant to the terms of Section 2.07; and (d) Debentures paid pursuant to Section 2.07. Predecessor Debenture: The term "Predecessor Debenture" of any particular Debenture means every previous Debenture evidencing all or a portion of the same debt as that evidenced by that particular Debenture; and, for the purposes of this definition, any Debenture authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the same debt as the lost, destroyed or stolen Debenture. Responsible Officer: The term "Responsible Officer," when used with respect to the Trustee, means the chairman of the board of directors, president, any vice president, secretary, treasurer, any trust officer, any corporate trust officer or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject. Senior Indebtedness: The term "Senior Indebtedness" of the Company means the principal of, and premium, if any, and interest on and any other payment due pursuant to any of the following, whether outstanding at the date of execution of this Indenture or thereafter incurred, created or assumed: (a) all indebtedness of the Company evidenced by notes, debentures, bonds or other securities sold by the Company for money, (b) all indebtedness of others of the kinds described in the preceding clause (a) assumed by or guaranteed in any manner by the Company or in effect guaranteed by the Company through an agreement to purchase, contingent or otherwise, and (c) all renewals, extensions or refundings of indebtedness of the kinds described in either of the preceding clauses (a) and (b) unless, in the case of any particular indebtedness, renewal, extension or refunding, the instrument creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, renewal, extension or refunding is not superior in right of payment to or is pari passu with the Debentures. Such Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions set forth in Article Fourteen of this Indenture irrespective of any amendment, modification or waiver of any term of such Senior Indebtedness. Trustee: The term "Trustee" means The Bank of New York and, subject to the provisions of Article Seven, shall also include its successors and assigns, and if at any time there is more than one person acting in such capacity hereunder, "Trustee" means each such person. The term "Trustee" as used with respect to a particular series of the Debentures means the trustee with respect to that series. Trust Indenture Act: The term "Trust Indenture Act," subject to the provisions of Sections 9.01, 9.02 and 10.01, means the Trust Indenture Act of 1939, as amended and in effect at the date of execution of this Indenture. ARTICLE TWO Issue, Description, Terms, Execution, Registration and Exchange of Debentures SECTION 2.01. The aggregate principal amount of Debentures which may be authenticated and delivered under this Indenture is unlimited. The Debentures may be issued in one or more series up to the aggregate principal amount of Debentures of that series from time to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto, prior to the initial issuance of Debentures of a particular series. Prior to the initial issuance of Debentures of any series, there shall be established in or pursuant to a Board Resolution delivered to the Trustee, and set forth in an Officers' Certificate delivered to the Trustee, or established in one or more indentures supplemental hereto: (1) the title of the Debentures of the series (which shall distinguish the Debentures of that series from all other Debentures); (2) any limit upon the aggregate principal amount of the Debentures of that series which may be authenticated and delivered under this Indenture (except for Debentures authenticated and delivered upon registration of transfer of, in exchange for or in lieu of other Debentures of that series); (3) the date or dates on which the principal of the Debentures of that series is payable; (4) the rate or rates at which the Debentures of that series shall bear interest or the manner of calculation of such rate or rates, if any; (5) the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable or the manner of determination of such Interest Payment Dates and the record date for the determination of holders to whom interest is payable on any such Interest Payment Dates; (6) the right, if any, to extend the interest payment periods and the duration of such extension; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which Debentures of that series may be redeemed, in whole or in part, at the option of the Company; (8) the obligation, if any, of the Company to redeem or purchase Debentures of that series pursuant to any sinking fund or analogous provisions (including payments made in cash in anticipation of future sinking fund obligations) 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, Debentures of that series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (9) the form of the Debentures of that series, including the form of the Certificate of Authentication for that series; (10) if denominations of other than $25 or any integral multiple thereof, the denominations in which Debentures of that series shall be issuable; (11) any and all other terms with respect to that series (which terms shall not be inconsistent with the terms of this Indenture); and (12) whether the Debentures are issuable as a Global Debenture and, in such case, the identity of the Depository for that series. All Debentures of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to any such Board Resolution or in any indentures supplemental hereto. If any of the terms of that series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of that series. SECTION 2.02. The Debentures of any series and the Certificate of Authentication to be borne by such Debentures shall be substantially of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution and as set forth in an Officers' Certificate, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which Debentures of that series may be listed, or to conform to usage. SECTION 2.03. The Debentures shall be issuable as registered Debentures and in denominations of $25 or any integral multiple thereof, subject to Section 2.01(10). The Debentures of a particular series shall bear interest payable on the dates and at the rate or rates specified with respect to that series. The principal of and the interest on the Debentures of any series, as well as any premium thereon in case of redemption thereof prior to maturity, shall be payable in the coin or currency of the United States of America which at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City and State of New York (which, unless changed, shall be a corporate trust office or agency of the Trustee). At the Company's option, payments on the Debentures of any series may also be made (i) by checks mailed by the Trustee to the holders entitled thereto at their registered addresses or (ii) to a holder of $1,000,000 or more in aggregate principal amount of the Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account; provided that, in either case, the payment of principal with respect to any Debenture will be made only upon surrender of that Debenture to the Trustee. Each Debenture shall be dated the date of its authentication. Interest on the Debentures shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. The interest installment on any Debenture which is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Debentures of that series shall be paid to the person in whose name that Debenture (or one or more Predecessor Debentures) is registered at the close of business on the regular record date for such interest installment. In the event that any Debenture of a particular series or portion thereof is called for redemption and the redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on that Debenture will be paid upon presentation and surrender of that Debenture as provided in Section 3.03. Any interest on any Debenture which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for Debentures of the same series (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company, at its election, as provided in clause (1) or clause (2) below: (1) The Company may make payment of any Defaulted Interest on Debentures to the persons in whose names such Debentures (or their respective Predecessor Debentures) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Debenture and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each Debentureholder at his or her address as it appears in the Debenture Register (as hereinafter defined), not less than 10 days prior to such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names such Debentures (or their respective Predecessor Debentures) are registered on such special record date and shall be no longer payable pursuant to the following clause (2). (2) The Company may make payment of any Defaulted Interest on any Debentures in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Debentures may be listed, and upon such notice as may be required by such exchange if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. Unless otherwise set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Debentures pursuant to Section 2.01 hereof, the term "regular record date" as used in this Section with respect to a series of Debentures with respect to any Interest Payment Date for that series shall mean either the 15th day of the month immediately preceding the month in which an Interest Payment Date established for that series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the last day of the month immediately preceding the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the 15th day of a month, whether or not such date is a Business Day. Subject to the foregoing provisions of this Section, each Debenture of a series delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Debenture of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Debenture. SECTION 2.04. The Debentures shall, subject to the provisions of Section 2.06, be printed on steel engraved borders or fully or partially engraved, or legibly typed, as the proper officers of the Company may determine, and shall be signed on behalf of the Company by its President or one of its Vice Presidents, under its corporate seal attested by its Secretary or one of its Assistant Secretaries. The signature of the President or a Vice President and/or the signature of the Secretary or an Assistant Secretary in attestation of the corporate seal, upon the Debentures, may be in the form of a facsimile signature of a present or any future President or Vice President and of a present or any future Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Debentures and for that purpose the Company may use the facsimile signature of any person who shall have been a President or Vice President, or of any person who shall have been a Secretary or Assistant Secretary, notwithstanding the fact that at the time the Debentures shall be authenticated and delivered or disposed of that person shall have ceased to be the President or a Vice President, or the Secretary or an Assistant Secretary, of the Company, as the case may be. The seal of the Company may be in the form of a facsimile of the seal of the Company and may be impressed, affixed, imprinted or otherwise reproduced on the Debentures. Only such Debentures as shall bear thereon a Certificate of Authentication substantially in the form established for such Debentures, executed manually by an authorized signatory of the Trustee, or by any Authenticating Agent with respect to such Debentures, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate executed by the Trustee, or by any Authenticating Agent appointed by the Trustee with respect to such Debentures, upon any Debenture executed by the Company shall be conclusive evidence that the Debenture so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Debentures, signed by its President or any Vice President and its Treasurer or any Assistant Treasurer, and the Trustee in accordance with such written order shall authenticate and deliver such Debentures. In authenticating such Debentures and accepting the additional responsibilities under this Indenture in relation to such Debentures, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, (i) an Opinion of Counsel and (ii) an Officers' Certificate, each stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered pursuant to this Section 2.04 shall include all statements prescribed by Section 13.05(b) hereof. The Trustee shall not be required to authenticate such Debentures if the issue of such Debentures pursuant to this Indenture will, in the good faith judgment of the Trustee, affect the Trustee's own rights, duties or immunities under the Debentures and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. SECTION 2.05. (a) Debentures of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, for other Debentures of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Debentures so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Debenture or Debentures of the same series which the Debentureholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding. (b) The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan, the City and State of New York, or such other location designated by the Company, a register or registers (herein referred to as the "Debenture Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Debentures and the transfers of Debentures as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Debentures and transfer of Debentures as herein provided shall be appointed as authorized by Board Resolution (the "Debenture Registrar"). Upon surrender for transfer of any Debenture at the office or agency of the Company designated for such purpose in the Borough of Manhattan, the City and State of New York, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Debenture or Debentures of the same series as the Debenture presented for a like aggregate principal amount. All Debentures presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if so required by the Company or the Debenture Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company and the Debenture Registrar, duly executed by the registered holder or by his duly authorized attorney in writing. (c) Except as provided in the first paragraph of Section 2.07, no service charge shall be made for any exchange or registration of transfer of Debentures, or issue of new Debentures in case of partial redemption of any series, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to Section 2.06, the second paragraph of Section 3.03 and Section 9.04 not involving any transfer. (d) The Company shall neither be required (i) to issue, exchange or register the transfer of any Debentures of any series during a period beginning at the opening of business 15 days before the day of selection for redemption of Debentures of that series and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of Debentures of that series to be redeemed , nor (ii) to register the transfer of or exchange any Debentures of any series or portions thereof called for redemption. The provisions of this Section 2.05 are, with respect to any Global Debenture, subject to Section 2.11 hereof. SECTION 2.06. Pending the preparation of definitive Debentures of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Debentures (printed, lithographed or typewritten) of any authorized denomination, and substantially in the form of the definitive Debentures in lieu of which they are issued, but with such omissions, insertions and variations as may be appropriate for temporary Debentures, all as may be determined by the Company. Every temporary Debenture of any series shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debentures of that series in accordance with the terms of Section 2.04 hereof. Without unnecessary delay the Company will execute and will furnish definitive Debentures of such series and thereupon any or all temporary Debentures of that series may be surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the purpose in the Borough of Manhattan, the City and State of New York, and the Trustee shall authenticate and such office or agency shall deliver in exchange for such temporary Debentures an equal aggregate principal amount of definitive Debentures of that series, unless the Company advises the Trustee to the effect that definitive Debentures need not be executed and furnished until further notice from the Company. Until so exchanged, the temporary Debentures of that series shall be entitled to the same benefits under this Indenture as definitive Debentures of that series authenticated and delivered hereunder. SECTION 2.07. In case any temporary or definitive Debenture shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence) shall execute, and upon its request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Debenture of the same series bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Debenture, or in lieu of and in substitution for the Debenture so destroyed, lost or stolen. In every case the applicant for a substituted Debenture shall furnish to the Company and to the Trustee such security or indemnity as may be required by them to save each of them harmless and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant's Debenture and of the ownership thereof. The Trustee may authenticate any such substituted Debenture and deliver the same upon the written order of the Company. Upon the issuance of any substituted Debenture, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Debenture which has matured or is about to mature or has been called for redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Debenture, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debenture) if the applicant for such payment shall furnish to the Company and to the Trustee such security or indemnity as they may require to save them harmless and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Debenture and of the ownership thereof. Every Debenture issued pursuant to the provisions of this Section in substitution for any Debenture which is mutilated, destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Debenture shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debentures of the same series duly issued hereunder. All Debentures shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debentures, and shall preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. SECTION 2.08. All Debentures surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the Company or any paying agent, be delivered to the Trustee for cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no Debentures shall be issued in lieu thereof except as expressly required or permitted by any of the provisions of this Indenture. On request of the Company, the Trustee shall deliver to the Company canceled Debentures held by the Trustee. In the absence of such request the Trustee may dispose of canceled Debentures in accordance with its standard procedures. If the Company shall otherwise acquire any of the Debentures, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Debentures unless and until the same are delivered to the Trustee for cancellation. SECTION 2.09. Nothing in this Indenture or in the Debentures, express or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and the holders of the Debentures, any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit of the parties hereto and of the holders of the Debentures. SECTION 2.10. So long as any of the Debentures of any series remain outstanding there may be an Authenticating Agent for any or all such series of Debentures which the Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Debentures of such series issued upon exchange, transfer or partial redemption thereof, and Debentures so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Debentures of any series by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series except for authentication upon original issuance or pursuant to Section 2.07 hereof. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation which has a combined capital and surplus, as most recently reported or determined by it, of $50 million, and which is otherwise authorized under such laws to conduct a trust business and is subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. 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 (and upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. SECTION 2.11. (a) If the Company shall establish pursuant to Section 2.01 that the Debentures of a particular series are to be issued as a Global Debenture, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver, a Global Debenture which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Debentures of that series, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Indenture, this Debenture may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository." (b) Notwithstanding the provisions of Section 2.05 and except as set forth in Section 2.11(c) or (d), the Global Debenture of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depository for that series, a successor Depository for that series selected or approved by the Company or a nominee of that successor Depository. (c) (i) An interest in any Global Debenture shall be exchangeable at the option of the beneficial owner of such interest in such Global Debenture for a definitive Debenture or Debentures registered in the name of any holder other than the Depository or its nominee at any time following issuance of such Global Debenture. (ii) A beneficial owner of an interest in any Global Debenture desiring to exchange such beneficial interest for a definitive Debenture or Debentures shall instruct the Depository, through the Depository's direct or indirect participants or otherwise, to request such exchange on such beneficial owner's behalf and to provide a written order containing registration instructions to the Trustee. Upon receipt by the Trustee of electronic or written instructions from the Depository on behalf of such beneficial owner, the Trustee shall cause, in accordance with the standing instructions and procedures existing between the Trustee and the Depository, the aggregate principal amount of such Global Debenture to be reduced by the principal amount of such beneficial interest so exchanged and shall appropriately reflect such reduction of the aggregate principal amount of this Global Debenture as described in paragraph (iii) of this Section 2.11(c). Following such reduction, the Trustee shall authenticate and deliver to such beneficial owner of the transferee, as the case may be, a definitive Debenture or Debentures previously executed by the Company as described in Section 2.05(a) and registered in such names and authorized denominations as the Depository, pursuant to such instructions of the beneficial owner, shall instruct the Trustee. (iii) Upon any exchange of a portion of any Global Debenture for a definitive Debenture or Debentures, the Debenture Registrar shall reflect the reduction of the principal amount of such Global Debenture by the principal amount of such beneficial interest so exchanged on the Debenture Register. Until exchanged in full for definitive Debentures, such Global Debenture shall in all respects be entitled to the same benefits under the Indenture as the definitive Debentures authenticated and delivered hereunder. (d) (i) If and so long as the Debentures of any series are issued as a Global Debenture, any definitive Debenture or Debentures of such series shall be exchangeable at the option of the registered holder thereof for a beneficial interest in such Global Debenture at any time following the exchange of such Global Debenture for such definitive Debenture or Debentures pursuant to Section 2.11(c). (ii) A registered holder of a definitive Debenture or Debentures desiring to exchange such definitive Debenture or Debentures for a beneficial interest in such Global Debenture shall instruct the Depository, through the Depository's direct or indirect participants or otherwise, to request such exchange on such registered holder's behalf and to provide a written order containing registration instructions to the Trustee. Upon receipt by the Trustee of electronic or written instructions from the Depository, and upon presentation to the Trustee of such definitive Debenture or Debentures, the Trustee shall cause, in accordance with the standing instructions and procedures existing between the Trustee and the Depository, the aggregate principal amount of such Global Debenture to be increased by the principal amount of such definitive Debenture or Debentures so exchanged and shall appropriately reflect such increase of the aggregate principal amount of the Global Debenture as described in paragraph (iii) of this Section 2.11(d). (iii) Upon any exchange of a definitive Debenture or Debentures for a beneficial interest in such Global Debenture, the Debenture Registrar shall reflect the increase of the principal amount of such Global Debenture by the principal amount of such definitive Debenture or Debentures so exchanged on the Debenture Register. (e) If at any time the Depository for a series of Debentures notifies the Company that it is unwilling or unable to continue as Depository for that series or if at any time the Depository for that series shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation and a successor Depository for that series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer apply to the Debentures of that series and the Company will execute and, subject to Section 2.05, the Trustee will authenticate and deliver Debentures of that series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture of that series in exchange for such Global Debenture. In addition, the Company may at any time determine that the Debentures of any series shall no longer be represented by a Global Debenture and that the provisions of this Section 2.11 shall no longer apply to the Debentures of that series. In that event the Company will execute and, subject to Section 2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Debentures of that series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Debenture of such series in exchange for such Global Debenture. Upon the exchange of the Global Debenture for such Debentures in definitive registered form without coupons, in authorized denominations, the Global Debenture shall be canceled by the Trustee. Such Debentures in definitive registered form issued in exchange for the Global Debenture pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Debenture Registrar. The Trustee shall deliver such Debentures to the Depository for delivery to the persons in whose names such Debentures are so registered. ARTICLE THREE Redemption of Debentures and Sinking Fund Provisions SECTION 3.01. The Company may redeem the Debentures of any series issued hereunder on and after the dates and in accordance with the terms established for that series pursuant to Section 2.01 hereof. SECTION 3.02. (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Debentures of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Debentures of the series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Debenture Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Debenture of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Debentures of that series or any other series. In the case of any redemption of Debentures prior to the expiration of any restriction on such redemption provided in the terms of such Debentures or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Debentures of that series are to be redeemed, and shall state that payment of the redemption price of the Debentures to be redeemed will be made at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, upon presentation and surrender of such Debentures, that interest accrued to the date fixed for redemption will be paid as specified in that notice, that from and after that date interest will cease to accrue, and that the redemption is for a sinking fund, if such is the case. If less than all the Debentures of a series are to be redeemed, the notice to the holders of Debentures of that series to be redeemed shall specify the particular Debentures to be so redeemed. In case any Debenture is to be redeemed in part only, the notice which relates to such Debenture shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures of that series in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall give the Trustee at least 45 days' advance notice of the date fixed for redemption (unless shorter notice shall be required by the Trustee) as to the aggregate principal amount of Debentures of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and which may provide for the selection of a portion or portions (equal to $25 or any integral multiple thereof) of the principal amount of such Debentures of a denomination larger than $25, the Debentures to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Debentures to be redeemed. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by its President or any Vice President, instruct the Trustee or any paying agent to call all or any part of the Debentures of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Debenture Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section. SECTION 3.03. (a) If the giving of notice of redemption shall have been completed as above provided, the Debentures or portions of Debentures of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and interest on such Debentures or portions of Debentures shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Debenture or portion thereof. On presentation and surrender of such Debentures on or after the date fixed for redemption at the place of payment specified in the notice, such Debentures shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03). (b) Upon presentation of any Debenture of such series which is to be redeemed in part only, the Company shall execute, the Trustee shall authenticate and the office or agency where the Debenture is presented shall deliver to the holder thereof, at the expense of the Company, a new Debenture or Debentures of the same series, of authorized denominations in principal amount equal to the unredeemed portion of the Debenture so presented. SECTION 3.04. The provisions of Sections 3.04, 3.05 and 3.06 shall apply to any sinking fund for the retirement of Debentures of a series, except as otherwise specified as contemplated by Section 2.01 for Debentures of that series. The minimum amount of any sinking fund payment provided for by the terms of Debentures of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of Debentures of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Debentures of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the redemption of Debentures of any series as provided for by the terms of Debentures of that series. SECTION 3.05. The Company (i) may deliver Outstanding Debentures of a series (other than any previously called for redemption) and (ii) may apply as a credit Debentures of a series which have been redeemed either at the election of the Company pursuant to the terms of such Debentures or through the application of permitted optional sinking fund payments pursuant to the terms of such Debentures, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Debentures of such series required to be made pursuant to the terms of such Debentures as provided for by the terms of that series; provided that such Debentures have not been previously so credited. Such Debentures shall be received and credited for such purpose by the Trustee at the redemption price specified in such Debentures for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 3.06. Not less than 45 days prior to each sinking fund payment date for any series of Debentures, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by delivering and crediting Debentures of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officers' Certificate, deliver to the Trustee any Debentures to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Debentures to be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given, the redemption of such Debentures shall be made upon the terms and in the manner stated in Section 3.03. ARTICLE FOUR Particular Covenants of the Company The Company covenants and agrees for each series of the Debentures as follows: SECTION 4.01. The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Debentures of that series at the time and place and in the manner provided herein and established with respect to such Debentures. SECTION 4.02. So long as any series of the Debentures remains outstanding, the Company agrees to maintain an office or agency in the Borough of Manhattan, the City and State of New York (which, unless changed, shall be a corporate trust office or agency of the Trustee), with respect to each such series and at such other location or locations as may be designated as provided in this Section 4.02, where (i) Debentures of that series may be presented for payment, (ii) Debentures of that series may be presented as hereinabove authorized for registration of transfer and exchange and (iii) notices and demands to or upon the Company in respect of the Debentures of that series and this Indenture may be given or served, such designation to continue with respect to such office or agency until the Company shall, by written notice signed by its President or a Vice President and delivered to the Trustee, designate some other office or agency for such purposes or any of them. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. SECTION 4.03. (a) If the Company shall appoint one or more paying agents, other than the Trustee, for all or any series of the Debentures, the Company will cause each such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section, that it will: (1) hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Debentures of that series (whether such sums have been paid to it by the Company or by any other obligor of such Debentures) in trust for the benefit of the persons entitled thereto; (2) give the Trustee notice of any failure by the Company (or by any other obligor of such Debentures) to make any payment of the principal of (and premium, if any) or interest on the Debentures of that series when the same shall be due and payable; (3) at any time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and (4) perform all other duties of paying agent as set forth in this Indenture. (b) If the Company shall act as its own paying agent with respect to any series of the Debentures, it will, on or before each due date of the principal of (and premium, if any) or interest on Debentures of that series, set aside, segregate and hold in trust for the benefit of the persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on Debentures of that series until such sums shall be paid to such persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Debentures) to take such action. Whenever the Company shall have one or more paying agents for any series of Debentures, it will, prior to each due date of the principal of (and premium, if any) or interest on any Debentures of that series, deposit with the paying agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. (c) Anything in this Section to the contrary notwithstanding, (i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.06 and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held by the Company or such paying agent; and, upon such payment by any paying agent to the Trustee, such paying agent shall be released from all further liability with respect to such sums. SECTION 4.04. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 4.05. The Company will not, while any of the Debentures remain outstanding, consolidate with, merge into, merge into itself or sell or convey all or substantially all of its property to any other company, unless the provisions of Article Ten hereof are complied with. SECTION 4.06. If there shall have occurred any event that would, with the giving of notice or the passage of time, or both, constitute an Event of Default under the Indenture, or the Company shall have given notice of its selection of an extended interest payment period as provided in the Indenture and such period, or any extension thereof, shall be continuing, the Company will not, until all defaulted interest on the Debentures and all interest accrued on the Debentures during an extended interest payment period and all principal and premium, if any, then due and payable on the Debentures shall have been paid in full, (i) declare, set aside or pay any dividend or distribution on any capital stock of the Company, except for dividends or distributions in shares of its capital stock or in rights to acquire shares of its capital stock, or (ii) repurchase, redeem or otherwise acquire, or make any sinking fund payment for the purchase or redemption of, any shares of its capital stock (except by conversion into or exchange for shares of its capital stock and except for a redemption, purchase or other acquisition of shares of its capital stock made for the purpose of an employee incentive plan or benefit plan of the Company or any of its subsidiaries and except for mandatory redemption or sinking fund payments with respect to any series of preferred stock of the Company that are subject to mandatory redemption or sinking fund requirements, provided that the aggregate stated value of all such series outstanding at the time of any such payment does not exceed five percent of the aggregate of (1) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Company and then outstanding and (2) the capital and surplus of the Company to be stated on the books of account of the Company after giving effect to such payment); provided, however, that any moneys deposited in any sinking fund and not in violation of this provision may thereafter be applied to the purchase or redemption of such preferred stock in accordance with the terms of such sinking fund without regard to the restrictions contained in this Section. ARTICLE FIVE Debentureholders' Lists and Reports by the Company and the Trustee SECTION 5.01. The Company will furnish or cause to be furnished to the Trustee (a) on a monthly basis on each regular record date (as defined in Section 2.03) a list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Debentures as of such regular record date; provided that the Company shall not be obligated to furnish or cause to furnish such list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, no such list need be furnished for any series for which the Trustee shall be the Debenture Registrar. SECTION 5.02. (a) 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 Debentures contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Debentures received by the Trustee in its capacity as Debenture Registrar (if acting in such capacity). (b) The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. (c) In case three or more holders of Debentures of a series (hereinafter referred to as "applicants") apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Debenture 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 Debentures of that series or holders of all Debentures with respect to their rights under this Indenture or under such Debentures, 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 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 Section 5.02(a); or (2) inform such applicants as to the approximate number of holders of Debentures of such series or of all Debentures, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of Section 5.02(a), and as to the approximate cost of mailing to such Debentureholders the form of proxy or other communication, if any, specified in such application. (d) If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each holder of that series or of all Debentures, as the case may be, whose name and address appears in the information preserved at the time by the Trustee in accordance with the provisions of Section 5.02(a), 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 (the "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 Debentures of that series or of all Debentures, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the 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, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for 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 Debentureholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise, the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. (e) Each and every holder of the Debentures, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Debentures in accordance with the provisions of Section 5.02(c), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 5.02(c). SECTION 5.03. (a) The Company covenants and agrees to file with the Trustee, within 15 days after the Company is required to file the same with the 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 the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; 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 Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act, 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. (b) The Company covenants and agrees to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the 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. Delivery of such reports, documents and information to the Trustee under this subsection (b) and Section 5.03(a) is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of the covenants hereunder. (c)The Company covenants and agrees to transmit by mail, first-class postage prepaid, or reputable overnight delivery service which provides for evidence of receipt, to the Debentureholders, as their names and addresses appear upon the Debenture Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to Section 5.03(a) and (b) as may be required by rules and regulations prescribed from time to time by the Commission. (d) The Company covenants and agrees to furnish to the Trustee, on or before May 15 in each calendar year in which any of the Debentures are outstanding, or on or before such other day in each calendar year as the Company and the Trustee may from time to time agree upon, a Certificate as to his or her knowledge of the Company's compliance with all conditions and covenants under this Indenture. For purposes of this subsection (d), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (e) The Company covenants and agrees, during any calendar year in which original issue discount has accrued on Outstanding Debentures, to file with the Trustee promptly at the end of each such calendar year a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Debentures as of the end of such year. SECTION 5.04. (a) On or before July 15 in each year in which any of the Debentures are outstanding, the Trustee shall transmit by mail, first-class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register, a brief report dated as of the preceding May 15, with respect to any of the following events which may have occurred within the previous 12 months (but if no such event has occurred within such period no report need be transmitted): (1) any change to its eligibility under Section 7.09, and its qualifications under Section 7.08; (2) the creation of or any material change to a relationship specified in paragraphs (1) through (10) of Section 7.08(c); (3) 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) which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Debentures, on any property or funds held or collected by it as Trustee if such advances so remaining unpaid aggregate more than 1/2 of 1% of the principal amount of the Debentures outstanding on the date of such report; (4) any change to the amount, interest rate and maturity date of all other indebtedness owing by the Company, or by any other obligor on the Debentures, to the Trustee in its individual capacity, on the date of such report, with a brief description of any property held as collateral security therefor, except any indebtedness based upon a creditor relationship arising in any manner described in paragraphs (2), (3), (4) or (6) of 7.13(b); (5) any change to the property and funds, if any, physically in the possession of the Trustee as such on the date of such report; (6) any release, or release and substitution, of property subject to the lien, if any, of this Indenture (and the consideration thereof, if any) which it has not previously reported; (7) any additional issue of Debentures which the Trustee has not previously reported; and (8) 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 Debentures or the Debentures of any series, except any action in respect of a default, notice of which has been or is to be withheld by it in accordance with the provisions of Section 6.07. (b) The Trustee shall transmit by mail, first-class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register, a brief report with respect to 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 subsection (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 Debentures of any series on property or funds held or collected by it as Trustee, and which it has not previously reported pursuant to this subsection if such advances remaining unpaid at any time aggregate more than 10% of the principal amount of Debentures of such series outstanding at such time, such report to be transmitted within 90 days after such time. (c) A copy of each such report shall, at the time of such transmission to Debentureholders, be filed by the Trustee with the Company, with each stock exchange upon which any Debentures are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee when any Debentures become listed on any stock exchange. ARTICLE SIX Remedies of the Trustee and Debentureholders on Event of Default SECTION 6.01. (a) Whenever used herein with respect to Debentures of a particular series, "Event of Default" means any one or more of the following events which has occurred and is continuing: (1) default in the payment of any installment of interest upon any of the Debentures of that series, as and when the same shall become due and payable, and continuance of such default for a period of 10 days; (2) default in the payment of the principal of (or premium, if any, on) any of the Debentures of that series as and when the same shall become due and payable, whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to that series; (3) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company with respect to that series contained in such Debentures or otherwise established with respect to that series of Debentures pursuant to Section 2.01 hereof or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of Debentures other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Debentures of that series at the time outstanding; (4) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking liquidation or reorganization of the Company under the Federal Bankruptcy Code or any other similar applicable federal or state law, and such decree or order shall have continued unvacated and unstayed for a period of 90 days; an involuntary case shall be commenced under such Code in respect of the Company and shall continue undismissed for a period of 90 days or an order for relief in such case shall have been entered; or a decree or order of a court having jurisdiction in the premises shall have been entered for the appointment on the ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or liquidation of its affairs, and such decree or order shall have remained in force unvacated and unstayed for a period of 90 days; or (5) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, shall consent to the filing of a bankruptcy proceeding against it, shall file a petition or answer or consent seeking liquidation or reorganization under the Federal Bankruptcy Code or other similar applicable federal or state law, shall consent to the filing of any such petition or shall consent to the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall make an assignment for the benefit of creditors. (b) In each and every such case, the Company shall file with the Trustee written notice of the occurrence of any Event of Default within five Business Days of the Company's becoming aware of any such Event of Default, and unless the principal of all the Debentures of that series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Debentures of that series then outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by such Debentureholders), may declare the principal of all the Debentures of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything contained in this Indenture or in the Debentures of that series or established with respect to that series pursuant to Section 2.01 hereof to the contrary notwithstanding. (c) The provisions of subsection (b) of this Section, however, are subject to the condition that if, at any time after the principal of the Debentures of that series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debentures of that series and the principal of (and premium, if any, on) any and all Debentures of that series which shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Debentures of that series to the date of such payment or deposit) and the amount payable to the Trustee under Section 7.06, and any and all defaults under the Indenture, other than the nonpayment of principal on Debentures of that series which shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06, then and in every such case the holders of a majority in aggregate principal amount of the Debentures of that series then outstanding, by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. (d) In case the Trustee shall have proceeded to enforce any right with respect to Debentures of that series under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceedings had been taken. SECTION 6.02. (a) The Company covenants that (1) in case default shall be made in the payment of any installment of interest on any of the Debentures of a series, or and such default shall have continued for a period of 10 Business Days, or (2) in case default shall be made in the payment of the principal of (or premium, if any, on) any of the Debentures of a series when the same shall have become due and payable, whether upon maturity of the Debentures of a series or upon redemption or upon declaration or otherwise, or in any payment required by any sinking or analogous fund established with respect to that series as and when the same 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 Debentures of that series, the whole amount that then shall have become due and payable on all such Debentures for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under applicable law) upon overdue installments of interest at the rate per annum expressed in the Debentures of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the amount payable to the Trustee under Section 7.06. (b) In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the Debentures of that series and collect in the manner provided by law out of the property of the Company or other obligor upon the Debentures of that series wherever situated the moneys adjudged or decreed to be payable. (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment, arrangement, composition or other judicial proceedings affecting the Company, any other obligor on such Debentures or the creditors or property of either, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Debentures of such series allowed for the entire amount due and payable by the Company or such other obligor under the Indenture at the date of institution of such proceedings and for any additional amount which may become due and payable by the Company or such other obligor after such date, and to collect and receive any moneys or other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the holders of Debentures of that series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Debentureholders, to pay to the Trustee any amount due it under Section 7.06. (d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Debentures of that series, may be enforced by the Trustee without the possession of any of such Debentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Debentures of that series. In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law, in equity in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. Nothing herein contained shall be deemed to authorize the Trustee to authorize, consent to, accept or adopt on behalf of any Debentureholder any plan of reorganization, arrangement, adjustment or composition affecting the Debentures of that series or the rights of any holder thereof or to authorize the Trustee to vote in respect of the claim of any Debentureholder in any such proceeding. SECTION 6.03. Any moneys collected by the Trustee pursuant to Section 6.02 with respect to a particular series of Debentures shall be applied in the order following, at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the several Debentures of that series, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid: FIRST: To the payment of costs and expenses of collection and of all amounts payable to the Trustee under Section 7.06; SECOND: To the payment of the amounts then due and unpaid upon Debentures of that series for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Debentures for principal (and premium, if any) and interest, respectively; and THIRD: To the Company. SECTION 6.04. No holder of any Debenture of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof with respect to Debentures of that series specifying such Event of Default, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Debentures of such series then outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have failed to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and holder of every Debenture of that series with every other such taker and holder and the Trustee, that no one or more holders of Debentures of that series shall have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Debentures, or to obtain or seek to obtain priority over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Debentures of that series. For the protection and enforcement of the provisions of this Section, each and every Debentureholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provisions of this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of (and premium, if any) and interest on such Debenture, as therein provided, on or after the respective due dates expressed in such Debenture (or in the case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder. SECTION 6.05. (a) All powers and remedies given by this Article to the Trustee or to the Debentureholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any others thereof or of any other powers and remedies available to the Trustee or the holders of the Debentures, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture or otherwise established with respect to such Debentures. (b) No delay or omission of the Trustee or of any holder of any of the Debentures to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed as a waiver of any such default or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee or to the Debentureholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Debentureholders. SECTION 6.06. The holders of a majority in aggregate principal amount of the Debentures of any series at the time outstanding, determined in accordance with Section 8.04, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to that series; provided, however, that such direction shall not be in conflict with any rule of law or with this Indenture or unduly prejudicial to the rights of holders of Debentures of any other series at the time outstanding determined in accordance with Section 8.04 not parties thereto. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed might involve the Trustee in personal liability. The holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all of the Debentures of that series waive any past default in the performance of any of the covenants contained herein or established pursuant to Section 2.01 with respect to that series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Debentures of that series as and when the same shall become due by the terms of such Debentures or a call for redemption of Debentures of that series, which default may be waived by the unanimous consent of the holders affected. Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 6.07. The Trustee shall, within 90 days after the occurrence of a default with respect to a particular series, transmit by mail, first class postage prepaid, to the holders of Debentures of that series, as their names and addresses appear upon the Debenture Register, notice of all defaults with respect to that series known to the Trustee, unless such defaults shall have been cured or waived before the giving of such notice (the term "defaults" for the purposes of this Section being hereby defined to be the events specified in subsections (1), (2), (3), (4) and (5) of Section 6.01(a), not including any grace periods provided for therein and irrespective of the giving of notice provided for by subsection (3) of Section 6.01(a)); provided, that, except in the case of default in the payment of the principal of (or premium, if any) or interest on any of the Debentures of that series or in the payment of any sinking fund installment established with respect to that series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the 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 in the interests of the holders of Debentures of that series; provided further, that in the case of any default of the character specified in Section 6.01(a)(3) with respect to Debentures of that series, no such notice to the holders of the Debentures of that series shall be given until at least 30 days after the occurrence thereof. The Trustee shall not be deemed to have knowledge of any default, except (i) a default under Section 6.01(a)(1) or (a)(2) as long as the Trustee is acting as paying agent for such series of Debentures or (ii) any default as to which the Trustee shall have received written notice or a Responsible Officer charged with the administration of this Indenture shall have actual knowledge or obtained written notice. SECTION 6.08. All parties to this Indenture agree, and each holder of any Debentures by his or her 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 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 attorneys' fees, 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, any suit instituted by any Debentureholder, or group of Debentureholders, holding more than 10% in aggregate principal amount of the outstanding Debentures of any series, or any suit instituted by any Debentureholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Debenture of such series, on or after the respective due dates expressed in such Debenture or established pursuant to this Indenture. ARTICLE SEVEN Concerning the Trustee SECTION 7.01. (a) The Trustee, prior to the occurrence of an Event of Default with respect to Debentures of a series and after the curing of all Events of Default with respect to Debentures of that series which may have occurred, shall undertake to perform with respect to Debentures of that series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to Debentures of a series has occurred (which has not be cured or waived), the Trustee shall exercise with respect to Debentures of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent individual would exercise or use under the circumstances in the conduct of his or her own affairs. (b) 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: (1) prior to the occurrence of an Event of Default with respect to Debentures of a series and after the curing and waiving of all such Events of Default with respect to that series which may have occurred: (i) the duties and obligations of the Trustee shall with respect to Debentures of that series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to Debentures of that series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to Debentures of that series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein); (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action 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 Debentures of any series at the time outstanding 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 with respect to the Debentures of that series; and (4) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur or risk 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 under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it. (c) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01. SECTION 7.02. Except as otherwise provided in Section 7.01: (a) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or document believed by it to be genuine and to have been signed or presented by the property party or parties; (b) Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution or an instrument signed in the name of the Company by the President or any Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer (unless other evidence in respect thereof is specifically prescribed herein); (c) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) is entitled to receive and may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (d) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon; (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Debentureholders, pursuant to the provisions of this Indenture, unless such Debentureholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; nothing herein contained shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of Default with respect to a series of the Debentures (which has not been cured or waived) to exercise with respect to Debentures of that series 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 man would exercise or use under the circumstances in the conduct of his own affairs; (f) If an Event of Default shall have occurred and be continuing, the Trustee shall be under no obligation to follow any request, order or direction of the Company if in the reasonable judgment of the Trustee the following of such request, order or direction would not be in the best interests of all the holders; (g) The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (h) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security, or other papers or documents, unless requested in writing to do so by the holders of not less than a majority in principal amount of the outstanding Debentures of the particular series affected thereby (determined as provided in Section 8.04); provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; (i) 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 appointed with due care by it hereunder; and (j) Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action or omission of the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. SECTION 7.03. (a) The recitals contained herein and in the Debentures (other than the Certificate of Authentication on the Debentures) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. (b) The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debentures. (c) The Trustee shall not be accountable for the use or application by the Company of any of the Debentures or of the proceeds of the Debentures, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01, or for the use or application of any moneys received by any paying agent other than the Trustee. SECTION 7.04. The Trustee or any paying agent or Debenture Registrar, in its individual or any other capacity, may become the owner or pledgee of Debentures with the same rights it would have if it were not Trustee, paying agent or Debenture Registrar. SECTION 7.05. Subject to the provisions of Section 11.06, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any moneys received by it hereunder except such as it may agree with the Company to pay thereon. SECTION 7.06. (a) The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee may agree upon (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) 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, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, damage, claim, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim of liability in the premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the termination of this Indenture. Such additional indebtedness shall be a senior lien to that of the Debentures upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Debentures, and the Debentures are hereby subordinated to each such senior lien. (c) When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and compensation for its services are intended to constitute expenses of administration under applicable federal or state bankruptcy, insolvency or similar law. SECTION 7.07. Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, it shall be entitled to receive, and such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively provided and established by an Officers' Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof. SECTION 7.08. If the Trustee has acquired or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. SECTION 7.09. There shall at all times be a Trustee with respect to the Debentures issued hereunder which shall at all times be a corporation organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, or a corporation or other person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least 50 million dollars, and 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, 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. The Company may not, nor may any person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.10. SECTION 7.10. (a) The Trustee or any successor hereafter appointed may at any time resign with respect to the Debentures of one or more series by giving written notice thereof to the Company and by transmitting notice of resignation by mail, first-class postage prepaid, to the Debentureholders of that series, as their names and addresses appear upon the Debenture Register. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to Debentures of that series by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee with respect to Debentures of that series, or any Debentureholder of that series who has been a bona fide holder of a Debenture or Debentures for at least six months may, subject to the provisions of Section 6.08, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) In case at any time any of the following shall occur: (1) the Trustee shall fail to comply with the provisions of Section 7.08(a) after written request therefor by the Company or by any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months; or (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after written request therefor by the Company or by any such Debentureholder; or (3) the Trustee shall become incapable of acting, shall be adjudged a bankrupt or insolvent, a receiver of the Trustee or of its property shall be appointed or 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, then, in any such case, the Company may remove the Trustee with respect to all Debentures and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.08, unless the Trustee's duty to resign is stayed as provided herein, any Debentureholder who has been a bona fide holder of a Debenture or Debentures for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The holders of a majority in aggregate principal amount of the Debentures of any series at the time outstanding may at any time remove the Trustee with respect to that series and appoint a successor trustee. (d) Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the Debentures of a series pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11. (e) Any successor trustee appointed pursuant to this Section may be appointed with respect to the Debentures of one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Debentures of any particular series. SECTION 7.11. (a) In case of the appointment hereunder of a successor trustee with respect to all Debentures, every such successor trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all property and money held by such retiring Trustee hereunder, subject to any prior lien provided for in Section 7.06(b). (b) In case of the appointment hereunder of a successor trustee with respect to the Debentures of one or more (but not all) series, the Company, the retiring Trustee and each successor trustee with respect to the Debentures of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall accept such appointment and which shall (1) contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debentures of that or those series to which the appointment of such successor trustee relates, (2) contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debentures of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any act or failure to act on the part of any other Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Debentures of that or those series to which the appointment of such successor trustee relates have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debentures of that or those series to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Debentures of that or those series to which the appointment of such successor trustee relates. (c) Upon request of any such successor trustee or retiring Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified and eligible under this Article. (e) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of the succession of such trustee hereunder by mail, first- class postage prepaid, to the Debentureholders, as their names and addresses appear upon the Debenture Register. If the Company fails to transmit such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be transmitted at the expense of the Company. SECTION 7.12. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Debentures shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Debentures so authenticated with the same effect as if such successor Trustee had itself authenticated such Debentures. SECTION 7.13. If and when the Trustee shall become a creditor of the Company (or any other obligor upon the Debentures), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any other obligor upon the Debentures). ARTICLE EIGHT Concerning the Debentureholders SECTION 8.01. Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Debentures of a particular series may take any action (including the making any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Debentures of that series in person or by agent or proxy appointed in writing. If the Company shall solicit from the Debentureholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, as evidenced by an Officers' Certificate, fix in advance a record date for that series for the determination of Debentureholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Debentureholders of record at the close of business on the record date shall be deemed to be Debentureholders for the purposes of determining whether Debentureholders of the requisite proportion of outstanding Debentures of that series have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the outstanding Debentures of that series shall be computed as of the record date; provided that no such authorization, agreement or consent by such Debentureholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. SECTION 8.02. Subject to the provisions of Section 7.01, proof of the execution of any instrument by a Debentureholder (such proof will not require notarization) or his, her or its agent or proxy and proof of the holding by any person of any of the Debentures shall be sufficient if made in the following manner: (a) the fact and date of the execution by any such person of any instrument may be proved in any reasonable manner acceptable to the Trustee; (b) the ownership of Debentures shall be proved by the Debenture Register of such Debentures or by a certificate of the Debenture Registrar thereof; or (c) the Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary. SECTION 8.03. Prior to the due presentment for registration of transfer of any Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the person in whose name such Debenture shall be registered upon the books of the Company as the absolute owner of such Debenture (whether or not such Debenture shall be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal of and premium, if any, and (subject to Section 2.03) interest on such Debenture and for all other purposes; and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. SECTION 8.04. At any time the Debentures are held by any holder other than PacifiCorp Delaware, L.P., a Delaware limited partnership, in determining whether the holders of the requisite aggregate principal amount of Debentures of a particular series have concurred in any direction, consent or waiver under this Indenture, Debentures of that series which are owned by the Company or any other obligor on the Debentures of that series or by any person directly or indirectly controlling or controlled by or under common control with the Company or any other obligor on the Debentures of that series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Debentures of such series which the Trustee actually knows are so owned shall be so disregarded. Debentures so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right so to act with respect to such Debentures 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 or any such other obligor. 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. SECTION 8.05. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the majority or percentage in aggregate principal amount of the Debentures of a particular series specified in this Indenture in connection with such action, any holder of a Debenture of that series which is shown by the evidence to be included in the Debentures the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Debenture. Except as aforesaid, any such action taken by the holder of any Debenture shall be conclusive and binding upon such holder and upon all future holders and owners of such Debenture, and of any Debenture issued in exchange therefor, on registration of transfer thereof or in place thereof, irrespective of whether or not any notation in regard thereto is made upon such Debenture. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Debentures of a particular series specified in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Debentures of that series. ARTICLE NINE Supplemental Indentures SECTION 9.01. In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Debentureholders, for one or more of the following purposes: (a) to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company contained herein or otherwise established with respect to the Debentures; (b) to add to the covenants of the Company such further covenants, restrictions, conditions or provisions for the protection of the holders of the Debentures of all or any series as the Board of Directors and the Trustee shall consider to be for the protection of the holders of Debentures of all or any series, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or an Event of Default with respect to that series permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults), may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the holders of a majority in aggregate principal amount of the Debentures of such series to waive such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this indenture as shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the holders of the Debentures of any series; or (d) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Debenture outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.02. SECTION 9.02. With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected by such supplemental indenture or indentures at the time outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures of that series under this Indenture; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Debentureholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such supplemental indenture. It shall not be necessary for the consent of the Debentureholders of any series affected thereby under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first-class postage prepaid, a notice, setting forth in general terms the substance of such supplemental indenture, to the Debentureholders of all series affected thereby as their names and addresses appear upon the Debenture Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 9.03. Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of Section 10.01, this Indenture shall, with respect to that series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the holders of Debentures of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 9.04. Debentures of any series, affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any exchange upon which such series may be listed, as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Debentures of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Debentures of that series then outstanding. SECTION 9.05. The Trustee, subject to the provisions of Section 7.01, is entitled to receive an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and that it is proper for the Trustee under the provisions of this Article to join in the execution thereof. ARTICLE TEN Consolidation, Merger and Sale SECTION 10.01. Nothing contained in this Indenture or in any of the Debentures shall prevent any consolidation or merger of the Company with or into any other corporation or corporations (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or successors as an entirety, or substantially as an entirety, to any other corporation (whether or not affiliated with the Company or its successor or successors) authorized to acquire and operate the same; provided, however, the Company hereby covenants and agrees that, upon any such consolidation, merger, sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (premium, if any) and interest on all of the Debentures of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture with respect to each series or established with respect to each series pursuant to Section 2.01 to be kept or performed by the Company, shall be expressly assumed, by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act as then in effect) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into which the Company shall have been merged, or by the entity which shall have acquired such property. SECTION 10.02. (a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and interest on all of the Debentures of all series outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to each series of the Debentures pursuant to Section 2.01 to be performed by the Company with respect to each series, such successor corporation shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of the first part, and thereupon the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Debentures, except the provisions of Section 7.06 to the extent such provisions relate to matters occurring before any such consolidation, merger, sale, conveyance, transfer or other disposition. Such successor corporation thereupon may cause to be signed, and may issue either in its own name or in the name of the Company or any other predecessor obligor on the Debentures, any or all of the Debentures issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor company, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debentures which previously shall have been signed and delivered by the officers of the predecessor Company to the Trustee for authentication, and any Debentures which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had been issued at the date of the execution hereof. (b) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in substance) may be made in the Debentures thereafter to be issued as may be appropriate. (c) Nothing contained in this Indenture or in any of the Debentures shall prevent the Company from merging into itself or acquiring by purchase or otherwise all or any part of the property of any other corporation (whether or not affiliated with the Company). SECTION 10.03. The Trustee, subject to the provisions of Section 7.01, is entitled to receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any such assumption, comply with the provisions of this Article. ARTICLE ELEVEN Satisfaction and Discharge of Indenture; Unclaimed Moneys SECTION 11.01. If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Debentures of a series theretofore authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.07) and Debentures for whose payment money or Governmental Obligations has theretofore been deposited in trust or segregated and held in trust by the Company (and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.06); (b) all such Debentures of a particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations sufficient; or (c) a combination thereof, sufficient in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all Debentures of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder with respect to that series by the Company, then this Indenture shall thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.06 which shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series. SECTION 11.02. If at any time all such Debentures of a particular series not heretofore delivered to the Trustee for cancellation or which have not become due and payable as described in Section 11.01 shall have been paid by the Company by depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient to pay at maturity or upon redemption all such Debentures of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to that series, then after the date such moneys or Governmental Obligations, as the case may be, are deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.05, 2.07, 4.02, 7.06, 7.10 and 11.06 hereof which shall survive until such Debentures shall mature and be paid. Thereafter, sections 7.06 and 11.05 shall survive. The release of the Company from its obligations under this Indenture, as provided for in this Section 11.02, shall be subject to the further condition that the Company first shall have caused to be delivered to the Trustee an Opinion of Counsel to the effect that Debentureholders of a series with respect to which a deposit has been made in accordance with this Section 11.02 will not realize income, gain or loss for federal income tax purposes as a result of such deposit and release, and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and release had not occurred. SECTION 11.03. If, in addition to satisfying the conditions set forth in Section 11.01 or 11.02 (except for the requirement of an Opinion of Counsel), the Company delivers to the Trustee 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 Debentureholders of a series with respect to which a deposit has been made in accordance with Section 11.01 or 11.02 will not realize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred and (c) the deposit shall not result in the Company, the Trustee or the trust being deemed an "investment company" under the Investment Company Act of 1940, as amended, then, in such event, the Company will be deemed to have paid and discharged the entire indebtedness on that series and the holder thereof shall thereafter be entitled to receive payment solely from the trust fund described above. SECTION 11.04. All moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series of Debentures for the payment or redemption of which such moneys or Governmental Obligations have been deposited with the Trustee. SECTION 11.05. In connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys or Governmental Obligations. SECTION 11.06. Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or premium or interest on the Debentures of a particular series that are not applied but remain unclaimed by the holders of such Debentures for at least two years after the date upon which the principal of (and premium, if any) or interest on such Debentures shall have respectively become due and payable, shall, upon written notice from the Company, be repaid to the Company on May 31 of each year or (if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the Debentures entitled to receive such payment shall thereafter, as an unsecured general creditor, look only to the Company for the payment thereof. ARTICLE TWELVE Immunity of Incorporators, Stockholders, Officers and Directors SECTION 12.01. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Debenture, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or successor corporation, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Debentures or implied therefrom; and that any and all such personal liability of every name and nature, either at common law, in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Debentures or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Debentures. ARTICLE THIRTEEN Miscellaneous Provisions SECTION 13.01. All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not. SECTION 13.02. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful sole successor of the Company. SECTION 13.03. Except as otherwise expressly provided herein, any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the holders of Debentures to or on the Company may be given or served by being deposited first-class postage prepaid in a post-office letter box addressed (until another address is filed in writing by the Company with the Trustee), as follows: PacifiCorp, 700 NE Multnomah, Suite 1600, Attention: Richard T. O'Brien. Any notice, election, request or demand by the Company or any Debentureholder to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the Corporate Trust Office of the Trustee. SECTION 13.04. This Indenture and each Debenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of that State, without regard to the conflicts of laws principles thereof. SECTION 13.05. (a) Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in this Indenture (other than the certificate provided pursuant to Section 5.03(d) of this Indenture) 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 has made such examination or investigation as is necessary to enable him 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. SECTION 13.06. Simultaneously with the execution of this Indenture, the Company shall deliver to the Trustee an Opinion of Counsel stating that, in the opinion of such counsel, (a) this Indenture has been duly authorized by and lawfully executed and delivered on behalf of the Company, is in full force and effect and is legal, valid and binding upon the Company in accordance with its terms, except to the extent limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights and (b) the Debentures have been authorized, executed and delivered by the Company and constitute legal, valid and binding obligations of the Company in accordance with their terms. SECTION 13.07. Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers' Certificate, or established in one or more indentures supplemental to this Indenture, in any case where the date of maturity of interest or principal of any Debenture or the date of redemption of any Debenture shall not be a Business Day then payment of interest or principal (and premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal date. SECTION 13.08. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by operation of Section 3.18(c) of the Trust Indenture Act, such imposed duties shall control. SECTION 13.09. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute one and the same instrument. SECTION 13.10. In case any one or more of the provisions contained in this Indenture or in the Debentures of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture or of such Debentures, but this Indenture and such Debentures shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. SECTION 13.11. The Company will have the right at all times to assign any of its rights or obligations under this Indenture to a direct or indirect wholly-owned subsidiary of the Company; provided that, in the event of any such assignment, the Company will remain liable for all such obligations. Subject to the foregoing, the Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns. The Indenture may not otherwise be assigned by the parties thereto. SECTION 13.12. The parties intend that, for each holder of a Debenture and each person that acquires a beneficial ownership interest in a Debenture, such Debentures shall constitute indebtedness for purposes of United States federal, state and local taxes. ARTICLE FOURTEEN Subordination of Debentures SECTION 14.01. The Company covenants and agrees, and each holder of Debentures issued hereunder by his acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the provisions of this Article Fourteen; and each holder of a Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions. The payment of the principal of and premium, if any, and interest on all Debentures issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article Fourteen shall prevent the occurrence of any default or Event of Default hereunder. SECTION 14.02. In the event and during the continuation of any default in the payment of principal, premium, interest or any payment due on any Senior Indebtedness continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Indebtedness (and the Trustee has received written notice thereof from the Company or one or more holders of Senior Indebtedness or their representative or representatives or a trustee), unless and until such default shall have been cured or waived or shall have ceased to exist, and in the event that the maturity of any Senior Indebtedness has been accelerated because of a default (and the Trustee has received written notice thereof from the Company or one or more holders of Senior Indebtedness or their representative or representatives or a trustee), then no payment shall be made by the Company with respect to the principal (including redemption and sinking fund payments) of or premium, if any, or interest on the Debentures. In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any holder when such payment is prohibited by the preceding paragraph of this Section 14.02, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to the holders of Senior Indebtedness. SECTION 14.03. Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution, winding-up, liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Debentures; and upon any such dissolution, winding-up, liquidation or reorganization, any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled, except for the provisions of this Article Fourteen, shall be paid by the Company, by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, by the holders of the Debentures or by the Trustee under this Indenture if received by them or it directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the holders of the Debentures before all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness. For purposes of this Article Fourteen, the words, "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article Fourteen with respect to the Debentures to the payment of all Senior Indebtedness which may at the time be outstanding; provided that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article Ten hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 14.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article Ten hereof. Nothing in Section 14.02 or in this Section 14.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.06. SECTION 14.04. Subject to the payment in full of all Senior Indebtedness, the rights of the holders of the Debentures shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest on the Debentures shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the holders of the Debentures or the Trustee would be entitled except for the provisions of this Article Fourteen, and no payment over pursuant to the provisions of this Article Fourteen, to or for the benefit of the holders of Senior Indebtedness by holders of the Debentures or the Trustee, shall, as between the Company, its creditors other than holders of Senior Indebtedness, and the holders of the Debentures, be deemed to be a payment by the Company to or on account of the Senior Indebtedness. It is understood that the provisions of this Article Fourteen are and are intended solely for the purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of the Senior Indebtedness on the other hand. Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Fourteen of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Company referred to in this Article Fourteen, the Trustee, subject to the provision of Section 7.01, and the holders of the Debentures shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the holders of the Debentures, for the purposes of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount hereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. SECTION 14.05. Each holder of a Debenture by acceptance thereof authorizes and directs the Trustee in his, her or its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article Fourteen and appoints the Trustee his attorney-in-fact for any and all such purposes. SECTION 14.06. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company which would prohibit the making of any payment of monies to or by the Trustee or paying agent in respect of the Debentures pursuant to the provisions of this Article Fourteen. Notwithstanding the provisions of this Article Fourteen or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee or paying agent in respect of the Debentures pursuant to the provisions of this Article Fourteen, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided that if the Trustee shall not have received the notice provided for in this Section 14.06 at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to such date. The Trustee, subject to the provisions of Section 7.01, shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article Fourteen, and if such evidence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment. SECTION 14.07. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Fourteen in respect of any Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article Fourteen, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and, subject to the provisions of Section 7.01, the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to holders of Debentures, the Company or any other person money or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article Fourteen or otherwise. SECTION 14.08. No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the holders of the Debentures, without incurring responsibility to the holders of the Debentures and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the holders of the Debentures to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other person. The Bank of New York, as Trustee, hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. PACIFICORP By: --------------------------------- Richard T. O'Brien, Vice President Attest: By: -------------------------- Lenore M. Martin, Assistant Secretary THE BANK OF NEW YORK as Trustee By: --------------------------------- Its: ----------------------------- Attest: By: --------------------------- Its: ----------------------- STATE OF OREGON ) ) ss. COUNTY OF MULTNOMAH ) On _____________________, 1995 before me personally appeared Richard T. O'Brien and Lenore M. Martin personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. - ----------------------------------- Signature of Notary Public My Commission Expires: ------------ STATE OF ______________ ) ) ss. COUNTY OF _____________ ) On this day of ___________________, 1995 before me personally appeared ___________________ and ___________________ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. - ----------------------------------- Signature of Notary Public My Commission Expires: ------------ EX-4 3 EXHIBIT 4(B) =============================================================== PACIFICORP AND THE BANK OF NEW YORK, as Trustee ____________________ FIRST SUPPLEMENTAL INDENTURE Dated as of May __, 1995 TO INDENTURE Dated as of May 1, 1995 ____________________ _____% Junior Subordinated Deferrable Interest Debentures, Series A, Due 2025 =============================================================== FIRST SUPPLEMENTAL INDENTURE, dated as of the ____ day of May, 1995 (the "First Supplemental Indenture"), between PACIFICORP, a corporation duly organized and existing under the laws of the State of Oregon (hereinafter sometimes referred to as the "Company"), and THE BANK OF NEW YORK, a New York banking corporation organized and existing under the laws of the State of New York, as trustee (hereinafter sometimes referred to as the "Trustee") (under the Indenture dated as of May 1, 1995 between the Company and the Trustee (the "Indenture"; all terms used and not defined herein are used as defined in the Indenture). WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide for the future issuance of its junior subordinated debentures (the "Debentures"), which Debentures are to be issued from time to time in such series as may be determined by the Company under the Indenture, in an unlimited aggregate principal amount which may be authenticated and delivered thereunder as in the Indenture provided; and WHEREAS, pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Debentures to be known as its _____% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (such series being hereinafter referred to as the "Series A Debentures"), the form and substance of such Series A Debentures and the terms, provisions and conditions thereof to be set forth as provided in the Indenture and this First Supplemental Indenture; and WHEREAS, the Company desires and has requested the Trustee to join with it in the execution and delivery of this First Supplemental Indenture, and all requirements necessary to make this First Supplemental Indenture a valid instrument, in accordance with its terms, and to make the Series A Debentures, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized; NOW, THEREFORE, in consideration of the purchase and acceptance of the Series A Debentures by the holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Series A Debentures and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows: ARTICLE ONE General Terms and Conditions of the Series A Debentures SECTION 1.01. There shall be and is hereby authorized a series of Debentures designated the "_____% Junior Subordinated Deferrable Interest Debentures, Series A, Due 2025," limited in aggregate principal amount to $125,000,000, which amount shall be as set forth in any written order of the Company for the authentication and delivery of Series A Debentures. The Series A Debentures shall mature and the principal shall be due and payable, together with all accrued and unpaid interest thereon, on May __, 2025, and shall be issued in the form of registered Series A Debentures without coupons. SECTION 1.02. Principal and interest on the Series A Debentures will be payable, the transfer of such Series A Debentures will be registrable and such Series A Debentures will be exchangeable for Series A Debentures bearing identical terms and provisions at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or by wire transfer to an account maintained by the registered holder as specified in the Debenture Register. SECTION 1.03. Each Series A Debenture will bear interest at the rate of _____% per annum from and including the original date of issuance until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year (each, an "Interest Payment Date"), commencing on August 15, 1995, to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on the February 1, May 1, August 1 or November 1, respectively, preceding that Interest Payment Date (each, a "Record Date"). Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name the Series A Debenture (or one or more predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Series A Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series A Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture; provided, however, that interest (other than interest described in the next sentence) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period (as defined in Section 3.01 below), unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. In addition, each Series A Debenture will bear interest at the rate of 7.92% per annum from and including May 6, 1995 to and including ______, 1995, payable on August 15, 1995 to the person in whose name such Series A Debenture or any predecessor Series A Debenture is registered at the close of business on August 1, 1995. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. ARTICLE TWO Redemption of the Series A Debentures SECTION 2.01. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem the Series A Debentures, in whole or in part, from time to time, after May 31, 1997, at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed pursuant to this Section, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. ARTICLE THREE Extension of Interest Payment Period SECTION 3.01. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. SECTION 3.02. The Company shall give the Trustee written notice of (i) any election by the Company to initiate an Extension Period and the duration thereof, (ii) any election by the Company to extend any Extension Period beyond the Interest Payment Date on which that Extension Period is then scheduled to terminate and the duration of such extension and (iii) any election by the Company to make a full or partial payment of interest accrued on the Series A Debentures on any Interest Payment Date during any Extension Period and the amount of such payment. In no event shall such notice by the Company be given less than 10 Business Days prior to the Record Date next preceding the applicable Interest Payment Date. Upon receipt of any such notice, the Trustee shall give written notice of the Company's election by mail to the Series A Debentureholders not less than five Business Days prior to such Record Date. The Company shall make a public announcement of any such election in accordance with New York Stock Exchange rules not less than five Business Days prior to such Record Date. ARTICLE FOUR Form of Series A Debenture SECTION 4.01. The Series A Debentures and the Trustee's Certificate of Authentication to be endorsed thereon are to be substantially in the following forms: (FORM OF FACE OF DEBENTURE) [If the Debenture is to be a Global Debenture, insert - This Debenture is a Global Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository. This Debenture is exchangeable for Debentures registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Debenture is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. ________________ $_____________ CUSIP No. _________ PACIFICORP _____% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE, SERIES A, DUE 2025 PACIFICORP, a corporation duly organized and existing under the laws of the State of Oregon (herein referred to as the "Company", which term includes any successor corporation under the Indenture), for value received, hereby promises to pay to _____________________ or registered assigns, the principal sum of $__________ Dollars on May __, 2025, and to pay interest on such principal sum from and including __________ ___, 1995 or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on August 15, 1995, at the rate of _____ % per annum until the principal hereof shall have become due and payable, and on any overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full calendar month, on the basis of the actual number of days elapsed in such period. In the event that any date on which interest is payable on the Series A Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Debenture (or one or more Predecessor Debentures, as defined in the Indenture) is registered at the close of business on the February 1, May 1, August 1 or November 1, respectively, preceding that Interest Payment Date (each, a "Record Date"). Any such interest installment not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the registered holder on the relevant Record Date, and may be paid to the person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of this series of Debentures not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture hereinafter referred to; provided, however, that interest (other than Pre-Issuance Accrued Interest (as defined below)) shall not be considered payable by the Company on any Interest Payment Date falling within an Extension Period (as defined below), unless the Company has elected to make a full or partial payment of interest accrued on the Series A Debentures on that Interest Payment Date. In addition, this Debenture will bear interest at the rate of 7.92% per annum from and including May 6, 1995 to and including _______________, 1995, payable on August 15, 1995 ("Pre-Issuance Accrued Interest") to the person in whose name this Debenture (or one or more Predecessor Debentures) is registered on the close of business on August 1, 1995. The principal of (and premium, if any) and the interest on this Debenture shall be payable at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Debenture Register or, with respect to a registered holder of $1,000,000 or more in aggregate principal amount of Debentures who has delivered a written request to the Trustee at least 14 days prior to the relevant Interest Payment Date electing to have payments made by wire transfer to a designated account in the United States, by wire transfer of immediately available funds to such designated account. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. Each holder hereof, by his acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon those provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Debenture are contained on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. IN WITNESS WHEREOF, the Company has caused this Instrument to be executed. Dated ___________________ PACIFICORP By ------------------------------ Its: Attest: - --------------------------------- Secretary (FORM OF CERTIFICATE OF AUTHENTICATION) CERTIFICATE OF AUTHENTICATION This is one of the Debentures of the series of Debentures described in the within-mentioned Indenture. THE BANK OF NEW YORK ___________________________ as Trustee or as Authentication Agent By ---------------------- ------------------------- Authorized Signatory Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture (as defined below), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of May 1, 1995 duly executed and delivered between the Company and THE BANK OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein referred to as the "Trustee"), as supplemented by the First Supplemental Indenture dated as of May __, 1995 between the Company and the Trustee (such Indenture as so supplemented being hereinafter referred to as the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This series of Debentures is limited in aggregate principal amount as specified in the First Supplemental Indenture. Subject to the terms of Article Three of the Indenture, the Company shall have the right to redeem this Series A Debenture at the option of the Company, without premium or penalty, in whole or in part at any time and from time to time after May 31, 1997 (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount of Series A Debentures to be redeemed plus any accrued and unpaid interest thereon to the date of such redemption. If the Series A Debentures are only partially redeemed by the Company pursuant to an Optional Redemption, the Series A Debentures will be redeemed by lot or by any other method utilized by the Trustee. In the event of redemption of this Debenture in part only, a new Debenture or Debentures of this series for the unredeemed portion hereof will be issued in the name of the holder hereof upon the cancellation hereof. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Debenture upon compliance by the Company with certain conditions set forth therein. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to, changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the fixed maturity of any Debentures of any series, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Debenture then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Debentures of all series at the time outstanding affected thereby, on behalf of the holders of the Debentures of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of or premium, if any, or interest on any of the Debentures of such series, which default may be waived by the unanimous consent of the holders affected. Any such consent or waiver by the registered holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Debenture at the time and place and at the rate and in the money herein prescribed. Subject to Section 4.06 of the Indenture, so long as the Company shall not be in default in the payment of interest on the Series A Debentures, the Company shall have the right, at any time during the term of the Series A Debentures, to extend any interest payment period of such Series A Debentures at any time and from time to time for a period not to exceed 20 consecutive calendar quarters from the last Interest Payment Date to which interest was paid in full (each, an "Extension Period"), provided that such Extension Period ends on another Interest Payment Date. No interest (other than Pre-Issuance Accrued Interest) shall be due and payable during an Extension Period, but on the Interest Payment Date occurring at the end of each Extension Period the Company shall pay to the holders of record on the Record Date for such Interest Payment Date (regardless of who the holders of record may have been on other dates during the Extension Period) all accrued and unpaid interest on the Series A Debentures, together with interest thereon, at the rate specified for the Series A Debentures. Prior to the termination of any Extension Period, the Company may pay all or any portion of the interest accrued on the Series A Debentures on any Interest Payment Date to holders of record on the Record Date for that Interest Payment Date or from time to time further extend the interest payment period, provided that any such Extension Period, together with all such previous and further extensions thereof, shall not exceed 20 consecutive calendar quarters. If the Company shall elect to pay all of the interest accrued on the Series A Debentures on an Interest Payment Date during an Extension Period, that Extension Period shall automatically terminate on that Interest Payment Date. Upon the termination of an Extension Period and the payment of all amounts of interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. As provided in the Indenture and subject to certain limitations therein set forth, this Debenture is transferable by the registered holder hereof on the Debenture Register of the Company, upon surrender of this Debenture for registration of transfer at the office or agency of the Company designated for such purpose in the Borough of Manhattan, The City of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any paying agent and any Debenture Registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debenture shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Debenture Registrar) for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Debenture Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released. The Debentures of this series are issuable in registered form without coupons in denominations of $25 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations herein and therein set forth, Debentures of this series so issued are exchangeable for a like aggregate principal amount of Debentures of this series of a different authorized denomination, as requested by the holder surrendering the same. All terms used in this Debenture which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ARTICLE FIVE Original Issue of Series A Debentures SECTION 5.01. Series A Debentures in the aggregate principal amount of $125,000,000, may, upon execution of this First Supplemental Indenture, or from time to time thereafter, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Debentures to or upon the written order of the Company, signed by its Chairman, President or any Vice President and its Treasurer or an Assistant Treasurer, without any further action by the Company. ARTICLE SIX Miscellaneous Provisions SECTION 6.01. Except as otherwise expressly provided in this First Supplemental Indenture or in the form of Series A Debenture or otherwise clearly required by the context hereof or thereof, all terms used herein or in the form of Series A Debenture that are defined in the Indenture shall have the several meanings respectively assigned to them thereby. SECTION 6.02. The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. SECTION 6.03. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture. SECTION 6.04. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, on the date or dates indicated in the acknowledgments and as of the day and year first above written. PACIFICORP By: --------------------------------- Richard T. O'Brien, Vice President Attest: - --------------------------------- Lenore M. Martin, Assistant Secretary THE BANK OF NEW YORK, as Trustee By: --------------------------------- Attest: - --------------------------------- STATE OF NEW YORK ) ) ss. COUNTY OF ) On the _____ day of _________________, 1995, before me personally came ______________ and _______________ to me known, who, being by me duly sworn, did depose and say that they reside at ___________________; that they are _______________ and _____________, respectively, of The Bank of New York, one of the corporations described in and which executed the above instrument; that they know the corporate seal of the corporation; that the seal affixed to that instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of that corporation and that they signed their names thereto by like authority. ------------------------------------- NOTARY PUBLIC My Commission Expires: STATE OF OREGON ) ) ss. COUNTY OF MULTNOMAH ) On the _____ day of _____________________________, 1995, before me personally came Richard T. O'Brien and Lenore M. Martin to me known, who, being by me duly sworn, did depose and say that they reside at Portland, Oregon; that they are a Vice President and Assistant Secretary, respectively, of PacifiCorp, one of the corporations described in and which executed the above instrument; that they know the corporate seal of the corporation; that the seal affixed to that instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of that corporation and that they signed their names thereto by like authority. ------------------------------------- NOTARY PUBLIC My Commission Expires: EX-5 4 EXHIBIT 5 Exhibit (5) (23)(b) [STOEL RIVES BOLEY JONES & GREY LETTERHEAD] April 12, 1995 PacifiCorp 700 NE Multnomah, Suite 1600 Portland, OR 97232 We are acting as counsel to PacifiCorp, an Oregon corporation (the "Company") in connection with the proposed issuance and exchange by the Company of not to exceed $125,000,000 in aggregate principal amount of Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures") to be issued pursuant to an indenture between the Company and the Bank of New York, as Trustee (the "Indenture") as contemplated by the Registration Statement on Form S-4 about to be filed by the Company with the Securities and Exchange Commission for the registration of the Debentures under the Securities Act of 1933, as amended (the "Act"). As described in the Registration Statement, the Company plans to issue the Debentures in connection with an exchange offer (the "Exchange Offer") pursuant to which the Company will offer to exchange up to $125,000,000 aggregate principal amount of the Debentures for up to all of the outstanding shares of its $1.98 No Par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock"). Exchanges will be effected on the basis of $25 principal amount of Debentures for each share of Series 1992 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. In connection with the foregoing, we are of the opinion that: (a) All action necessary to make valid the proposed issuance of the Debentures by the Company will have been taken when: 1. The Registration Statement, as it may be amended, shall have become effective; 2. The Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended; 3. Appropriate orders authorizing the issuance of the Debentures by the Company shall have been entered by the Idaho Public Utilities Commission, the Montana Public Service Commission, the Public Utility Commission of Oregon, the Utah Public Service Commission and the Public Service Commission of Wyoming; 4. The Finance Committee or the Pricing Committee of the Company's Board of Directors shall have duly adopted appropriate resolutions fixing certain of the terms of the Debentures, authorizing the execution and delivery of the Indenture and one or more supplemental indentures with respect to the Debentures, authorizing the execution and delivery of the Debentures and authorizing or ratifying such other corporate acts as may be necessary in connection with the issuance and exchange of the Debentures; 5. The Indenture shall have been executed and delivered and one or more supplemental indentures with respect to the Debentures shall have been duly executed and delivered; 6. The Debentures shall have been appropriately issued, authenticated and delivered for the consideration contemplated by, and otherwise in conformity with, the acts, proceedings and documents referred to above; and (b) When the steps set forth in paragraph (a) shall have been taken, the Debentures will be legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws limiting creditors' rights generally or by equitable principles relating to the availability of remedies; provided, however, that in rendering the above opinion, we express no opinion as to the effect, if any, of the usury laws of any state upon the enforceability of rights of the holders of the Debentures. We hereby authorize and consent to the use of this opinion as Exhibit (5)(a) to the Registration Statement and authorize and consent to the references to our firm in the Registration Statement and in the preliminary Prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required pursuant to Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, STOEL RIVES BOLEY JONES & GREY EX-8 5 EXHIBIT 8 Exhibit (8) (23)(b) [LETTERHEAD OF STOEL RIVES BOLEY JONES & GREY] April 12, 1995 PacifiCorp 700 NE Multnomah, Suite 1600 Portland, OR 97232 We are acting as your counsel in connection with the proposed issuance and exchange by PacifiCorp of up to $125,000,000 in aggregate principal amount of Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures"), all as contemplated by the Registration Statement on Form S-4 about to be filed with the Securities and Exchange Commission to register the Debentures under the Securities Act of 1933, as amended (the "Act"). As described in the Registration Statement, the Company plans to issue the Debentures in connection with an exchange offer (the "Exchange Offer") pursuant to which the Company will offer to exchange up to $125,000,000 aggregate principal amount of the Debentures for up to all of the outstanding shares of its $1.98 No par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock"). Exchanges will be effected on the basis of $25 principal amount of Debentures for each share of Series 1992 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. In connection therewith, we hereby confirm our opinions as set forth under the headings "Certain Federal Income Tax Considerations" and "Certain Federal Income Tax Considerations For Non-United States Persons" in the preliminary Prospectus for the Debentures that constitutes a part of the Registration Statement (the "Preliminary Prospectus"). We hereby authorize and consent to use of this opinion as Exhibit (8) to the Registration Statement and authorize and consent to references to our firm in the Registration Statement and in the Preliminary Prospectus constituting a part thereof. In giving such consent, we do not admit that we are within the category of persons whose consent is required pursuant to Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, STOEL RIVES BOLEY JONES & GREY EX-23 6 EXHIBIT 23.A Exhibit 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of PacifiCorp on Form S-4 of our report dated February 17, 1995, March 9, 1995 as to the agreement to acquire the minority interest in Pacific Telecom, Inc. described in Note 1, (which expresses an unqualified opinion and includes an explanatory paragraph relating to changes adopted in accounting for income taxes and other postretirement benefits) appearing in and incorporated by reference in the Annual Report on Form 10-K of PacifiCorp for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP Portland, Oregon April 11, 1995 EX-24 7 EXHIBIT 24 EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: April 12, 1995. KATHRYN A. BRAUN ______________________________________ Kathryn A. Braun EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. FREDERICK W. BUCKMAN ______________________________________ Frederick W. Buckman EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. C. TODD CONOVER ______________________________________ C. Todd Conover EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. RICHARD C. EDGLEY ______________________________________ Richard C. Edgley EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. A. M. GLEASON ______________________________________ A. M. Gleason EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. JOHN C. HAMPTON ______________________________________ John C. Hampton EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. NOLAN E. KARRAS ______________________________________ Nolan E. Karras EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. KEITH R. MCKENNON ______________________________________ Keith R. McKennon EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 25, 1994. ROBERT G. MILLER ______________________________________ Robert G. Miller EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: August 30, 1994. VERL R. TOPHAM ______________________________________ Verl R. Topham EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. DON M. WHEELER ______________________________________ Don M. Wheeler EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. NANCY WILGENBUSCH ______________________________________ Nancy Wilgenbusch EXHIBIT (24) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and appoints William J. Glasgow and Richard T. O'Brien, and each of them, his true and lawful attorneys and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements under The Securities Act of 1933, prepared in connection with the issuance of up to $150,000,000 of no par serial preferred stock and subordinated debt of PacifiCorp and/or preferred securities of subsidiaries of the Company and any related Company guarantees, and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys and agents, and each of them, full power and authority to do any and all acts and things necessary or advisable to be done, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: May 11, 1994. RICHARD T. O'BRIEN ______________________________________ Richard T. O'Brien EX-25 8 EXHIBIT 25 ================================================================= FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) /__/ ______________________________ THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 48 Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ______________________________ PACIFICORP (Exact name of obligor as specified in its charter) Oregon 93-0246090 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) c/o RICHARD T. O'BRIEN Vice President PacifiCorp 700 NE Multnomah, Suite 1600 Portland, Oregon 97232-4116 (Address of principal executive offices) (Zip code) ______________________________ PacifiCorp Junior Subordinated Debentures (Title of the indenture securities) ================================================================= 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 ------------------------------------------------------------ Superintendent of Banks of 2 Rector Street, New York, the State of New York N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of 33 Liberty Plaza, New York, New York N.Y. 10045 Federal Deposit Insurance Washington, D.C. 20429 Corporation New York Clearing House New York, New York Association (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. (See Note on page 3.) 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") and Rule 24 of the Commission's Rules of Practice. 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 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. 33-44051.) 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. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of April, 1995. THE BANK OF NEW YORK By: /S/ WALTER N. GITLIN ---------------------------- Name: Walter N. Gitlin Title: Vice President ================================================================= Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 1994, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .................. $ 2,715,471 Interest-bearing balances .......... 853,709 Securities: Held-to-maturity securities ........ 1,346,480 Available-for-sale securities ...... 1,564,425 Federal funds sold in domestic offices of the bank ................ 5,557,770 Loans and lease financing receivables: Loans and leases, net of unearned income .................24,091,702 LESS: Allowance for loan and lease losses ..............581,958 LESS: Allocated transfer risk reserve .....................31,502 Loans and leases, net of unearned income, allowance, and reserve 23,478,242 Assets held in trading accounts ...... 746,396 Premises and fixed assets (including capitalized leases) ................ 624,567 Other real estate owned .............. 46,570 Investments in unconsolidated subsidiaries and associated companies .......................... 181,905 Customers' liability to this bank on acceptances outstanding ............ 794,339 Intangible assets .................... 77,527 Other assets ......................... 1,300,004 =========== Total assets ......................... $39,287,405 =========== LIABILITIES Deposits: In domestic offices ................ $18,681,498 Noninterest-bearing .......7,230,562 Interest-bearing .........11,450,936 In foreign offices, Edge and Agreement subsidiaries, and IBFs ... 10,611,477 Noninterest-bearing ..........69,012 Interest-bearing .........10,542,465 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased ............ 1,033,228 Securities sold under agreements to repurchase .................... 31,875 Demand notes issued to the U.S. Treasury ........................... 141,663 Trading liabilities .................. 562,071 Other borrowed money: With original maturity of one year or less .......................... 1,576,410 With original maturity of more than one year ......................... 243,955 Bank's liability on acceptances executed and outstanding ............. 796,534 Subordinated notes and debentures .... 1,056,320 Other liabilities .................... 1,490,732 ========== Total liabilities .................... 36,225,763 ========== EQUITY CAPITAL Common stock ........................ 942,284 Surplus ............................. 525,666 Undivided profits and capital reserves .......................... 1,654,282 Net unrealized holding gains (losses) on available-for-sale securities ........................ ( 54,920) Cumulative foreign currency translation adjustments ............. ( 5,670) =========== Total equity capital ................ 3,061,642 =========== Total liabilities and equity capital ........................... $39,287,405 =========== I, Robert E. Keilman, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Robert E. Keilman We, the undersigned directors, attest to the correctness of this Report of Condition 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 Board of Governors of the Federal Reserve System and is true and correct. ) Thomas A. Renyi ) J. Carter Bacot ) Directors Alan R. Griffith ) ) ================================================================ EX-99.A 9 EXHIBIT 99(A) EXHIBIT 99(a) DEALER MANAGERS AGREEMENT April __, 1995 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Ladies and Gentlemen: PacifiCorp, an Oregon corporation (the "Company"), plans to make an offer, upon the terms and subject to the conditions referred to below (the "Exchange Offer"), for up to 5,000,000 issued and outstanding shares of $1.98 No Par Serial Preferred Stock, Series 1992 (Cumulative, $25 Stated Value) (the "Series 1992 Preferred Stock"), in exchange for the Company's __% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures") to be issued under an indenture (together with an indenture supplemental thereto or resolution of the Company's Board of Directors relating to the Debentures, the "Indenture") dated as of [_____], 1995 between the Company and [The Bank of New York], as Trustee (the "Trustee"), on the basis of $25 principal amount of Debentures for each share of Series 1992 Preferred Stock. The Debentures are further described in the Prospectus referred to below. The exchange of Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer is referred to herein as the "Exchange." The date of the Exchange is referred to herein as the "Exchange Date." The Company hereby confirms its agreement with each of you, as Dealer Managers, as follows: 1. Registration Statement, Prospectus, Schedule 13E-4 and Offering Materials. (a) The Company has filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), a registration statement on Form S-4 (File No. 33-[_____]) in respect of the Debentures issuable pursuant to the Exchange Offer, and such registration statement and any amendments thereto, each in the form heretofore delivered to you, has been declared effective by the Commission in such form; no other document with respect to such registration statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. The various parts of such registration statement, including all exhibits thereto and including the documents incorporated by reference in the prospectus contained in such registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, is hereinafter called the "Registration Statement"; and the final prospectus, in the form included in the Registration Statement at the time it became effective, is hereinafter called the "Prospectus," except that, if a prospectus relating to the Debentures is required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term "Prospectus" shall refer to such prospectus as so filed; any reference herein to the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 11 of Form S-4 under the Securities Act as of the date of the Prospectus (the "Incorporated Documents"); and any reference to any amendment or supplement to the Prospectus or the Registration Statement shall be deemed to refer to and include any documents filed after the date of such Prospectus under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and deemed to be incorporated by reference in the Prospectus. (b) The Company has also prepared and filed with the Commission under the Exchange Act and the rules and regulations of the Commission thereunder a Statement on Schedule 13E-4 with respect to the Exchange Offer (as such Statement may be amended from time to time, and including exhibits thereto and any documents incorporated by reference therein, the "Schedule 13E-4"). (c) The Company has furnished, or will promptly furnish, to each of you a signed copy of each of the Registration Statement and the Schedule 13E-4, all amendments or supplements thereto and any other filings with the Commission in connection with the Exchange Offer, whether filed before or after the Registration Statement became effective, and copies of all exhibits and documents filed therewith or incorporated therein by reference. (d) The Registration Statement and the Prospectus, and the related letter from the Dealer Managers to brokers, dealers, commercial banks, trust companies and other nominees, the letter to beneficial owners of the shares of Series 1992 Preferred Stock, the letter of transmittal to be used by holders tendering shares of Series 1992 Preferred Stock pursuant to the Exchange Offer (the "Letter of Transmittal"), the notice of guaranteed delivery, the letter to, and the questions and answers prepared for the assistance of, brokers, securities dealers, commercial banks, trust companies and other nominees and the letter from such nominees to their clients and any newspaper announcements, press releases and other offering materials and information as the Company may use or prepare, or as the Company may approve or authorize in writing for use, in connection with the Exchange Offer, including the Schedule 13E-4, each as amended or supplemented from time to time, are referred to herein collectively as the "Exchange Offer Materials." 2. Exchange Offer; Appointment as Dealer Managers. (a) The Company shall commence the Exchange Offer as soon as practicable after the execution and delivery hereof by publicly announcing the commencement thereof and shall distribute by mail, or cause to be mailed on its behalf, copies of the Prospectus, the Letter of Transmittal, together with a return envelope, and such of the other Exchange Offer Materials as may be required or as the Company may elect to furnish to each holder of record of shares of Series 1992 Preferred Stock (the date of the commencement of such distribution being herein called the "Commencement Date"). You, as Dealer Managers, shall not have any obligation to cause any Exchange Offer Materials to be transmitted generally to the holders of shares of Series 1992 Preferred Stock. (b) The Company hereby appoints you as Dealer Managers in connection with the Exchange Offer and authorizes you to act on its behalf in accordance with this Agreement and the terms of the Exchange Offer Materials to solicit acceptances of the Exchange Offer. (c) The Company has approved the Exchange Offer and the Exchange Offer Materials and authorizes you and any other securities dealer or any commercial bank or trust company to use the Exchange Offer Materials in connection with the solicitation of tenders. (d) The Company authorizes you, as Dealer Managers, to communicate with any agent appointed by the Company with respect to matters relating to the Exchange Offer (the "Exchange Agent") pursuant to an Exchange Agent Agreement to be entered into between the Company and the Exchange Agent (the "Exchange Agent Agreement") and any other agent appointed by the Company with respect to other matters relating to the Exchange Offer. In soliciting tenders of shares of Series 1992 Preferred Stock pursuant to the Exchange Offer, each of you, as Dealer Managers, agrees not to distribute offering materials and other written information in connection with the Exchange Offer other than the Exchange Offer Materials. (e) The Company agrees that it will not use or publish any material in connection with the Exchange Offer, or refer to you in any such material, without first consulting you. 3. Solicitation of Tenders. (a) Each of you, as Dealer Managers, acting severally and not jointly, agrees to use your best efforts to solicit tenders of shares of Series 1992 Preferred Stock pursuant to the Exchange Offer. In soliciting tenders, no securities broker or dealer, commercial bank or trust company that solicits tenders pursuant to the Exchange Offer shall be deemed to act as your agent or the agent of the Company. You, as Dealer Managers, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company. In soliciting tenders, you, as Dealer Managers, shall act as independent contractors and shall not be deemed to act as agents of the Company, and the Company shall not be deemed to act as your agent. Nothing contained in this Agreement shall constitute you, as Dealer Managers, as partners or joint venturers with the Company or any of its subsidiaries. (b) The Company shall furnish to you, as Dealer Managers, as soon as practicable after the date hereof, with cards or lists in reasonable quantities or copies thereof showing the names of persons, to the extent known to the Company, who were the holders of record of the shares of Series 1992 Preferred Stock as of a recent date, together with their addresses, and the number of shares of Series 1992 Preferred Stock held by them. The Company also shall use its best efforts to advise you from day to day during the period of the Exchange Offer, as to any transfers in the holders of record of shares of Series 1992 Preferred Stock. The Company shall also advise you, to the extent known and available to the Company, of the names and addresses of beneficial owners of the shares of Series 1992 Preferred Stock. Except as otherwise provided herein, you agree to use such information only in connection with the Exchange Offer and not to furnish such information to any other person except in connection with the Exchange Offer. (c) The Company shall advise you, or cause the Exchange Agent to advise you, at 5:00 P.M., New York City time, or as promptly as practicable thereafter, daily (or more frequently if requested) by telephone or facsimile transmission, as of 4:00 P.M. (or as of the time of such request) on such day with respect to shares of Series 1992 Preferred Stock tendered as follows: (i) the number of shares validly tendered on such day; (ii) the number of shares validly tendered represented by certificates physically held by the Exchange Agent (or for which the Exchange Agent has received confirmation of receipt of book-entry transfer of such shares into the Exchange Agent's account at a book-entry transfer facility pursuant to the procedures set forth in the Exchange Offer) on such day; (iii) the number of shares represented by notices of guaranteed delivery on such day; (iv) the number of shares properly withdrawn on such day; and (v) the cumulative totals as of such date of the number of shares in clauses (i) through (iv) above. If requested by you, on the day following such oral communication, the Company shall furnish, or cause the Exchange Agent to furnish, to you a written report confirming the above information that has been communicated orally. The Company shall furnish to you, or cause the Exchange Agent to furnish to you, such other information on the tendering holders of shares of Series 1992 Preferred Stock as may be reasonably required from time to time. (d) To the extent practicable until the Exchange Date, the Company shall use its best efforts to cause copies of the Prospectus, the Letter of Transmittal, together with a return envelope, and other appropriate Exchange Offer Materials to be mailed to each person who becomes a holder of record of any shares of Series 1992 Preferred Stock. 4. Covenants of the Company. The Company covenants and agrees with you that: (a) The Company will notify you, promptly after it receives notice thereof, of the time when the Registration Statement, or any amendment thereof, has been filed or becomes effective, or any amendment or supplement to the Prospectus or any amendment to the Schedule 13E-4 or any amended or additional Exchange Offer Materials shall have been filed, of the receipt of any comments from the Commission relating to the Exchange Offer, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus or any of the Exchange Offer Materials, of the suspension of the qualification of the Debentures for offering or sale in connection with the Exchange Offer in any jurisdictions, of any request by the Commission to amend or supplement the Registration Statement, the Prospectus, the Schedule 13E-4 or the other Exchange Offer Materials or for additional information or of the institution or threatening of any proceedings for any such purpose. The Company will also inform you, promptly after it receives notice thereof, of any litigation or other administrative proceeding with respect to the Exchange Offer. (b) The Company agrees to furnish each of you with as many copies of the Exchange Offer Materials as you may reasonably request for use by you in connection with the Exchange Offer during the period of the Exchange Offer. The Company will cause all amendments and supplements filed with the Commission to be distributed to holders of record of shares of Series 1992 Preferred Stock as may be required by the Securities Act and the Exchange Act and the respective rules and regulations of the Commission thereunder. During the period when a prospectus is required to be delivered in connection with the Exchange Offer by the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder, the Company will deliver to each of you, without charge, such number of copies of the Prospectus and the other Exchange Offer Materials (as supplemented or amended) as you may reasonably request. During such period, before amending or supplementing the Registration Statement, the Prospectus, the Schedule 13E-4 or the other Exchange Offer Materials, or preparing or approving any other material for use in connection with the Exchange Offer, the Company will furnish you with a copy of each such proposed amendment or supplement or other material and agrees not to use any such proposed amendment or supplement or other material that shall be reasonably disapproved by you after reasonable notice thereof. (c) The Company will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder in connection with the Exchange Offer Materials, the Exchange Offer and the transactions contemplated hereby and thereby. If, at any time during the period when a prospectus in connection with the Exchange Offer is required to be delivered by the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus or any of the other Exchange Offer Materials in order that the Prospectus or other Exchange Offer Materials will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when the Prospectus or other Exchange Offer Materials are delivered, not misleading, or if it shall be necessary for any other reason during such period to amend or supplement the Registration Statement, the Schedule 13E-4 or the Prospectus or any of the other Exchange Offer Materials in order to comply with applicable law, the Company will notify you and promptly prepare and furnish, at its own expense, to you and file with the Commission, if required, such amendment or supplement, as may be necessary so that the statements in the Prospectus or other Exchange Offer Materials, as amended or supplemented, will not, in the light of the circumstances under which they were made when the Prospectus or the other Exchange Offer Materials are delivered, be misleading or so that the Registration Statement, the Prospectus, the Schedule 13E-4 or such other Exchange Offer Materials comply with applicable law. (d) During the time a prospectus relating to the Debentures is required to be delivered under the Securities Act, the Company will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Debentures for offer and sale under the Blue Sky laws of such jurisdictions as you may reasonably designate and will file and make in each year such statements or reports as are or may be reasonably required by laws of such jurisdictions; provided, however, that the Company shall not be required to qualify as a foreign corporation or dealer in securities or to file any consents to service of process under the laws of any jurisdiction. (e) In accordance with Rule 158 under the Securities Act, the Company will make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) in reasonable detail covering the 12 months beginning not later than the first day of the month next succeeding the month in which occurred the effective date (within the meaning of Rule 158 under the Securities Act) of the Registration Statement. (f) The Company, during the period when a prospectus relating to the Debentures is required to be delivered under the Securities Act by any Dealer Manager, will promptly (i) file all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and (ii) notify each of you of any written notice given to the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 15c3-1 under the Exchange Act) of any intended decrease in any rating of any of the Debentures or any preferred stock or first mortgage or first mortgage and collateral trust bonds of the Company or of any intended change in any such rating that does not indicate the direction of the possible change, in each case by any such rating organization. (g) The Company shall promptly give you notice of any change in the expiration date of the Exchange Offer (the "Expiration Date"), of the occurrence of any event that could cause the Company to withdraw, rescind, modify or amend the Exchange Offer, of the occurrence of any event that could have a reasonable likelihood or purpose of causing the Series 1992 Preferred Stock to be delisted from the New York Stock Exchange (the "NYSE") and of any consummation of the Exchange Offer. (h) The Company will use its best efforts to cause the Debentures to be duly authorized for listing on the NYSE, subject to official notice of issuance, and to be registered under the Exchange Act. (i) Between the date of this Agreement and the later of (i) the expiration of ten business days after the Expiration Date and (ii) the consummation of the Exchange Offer, the Company will not, without your prior written consent, offer for sale, sell or enter into any agreement to sell, or otherwise dispose of, any Debentures or any preferred stock or other securities of the Company that are substantially similar to the Debentures or any securities convertible into or exchangeable for Debentures, preferred stock or such substantially similar securities of the Company. (j) The Company will promptly enter into an agreement with the Exchange Agent substantially in the form of such agreement previously furnished to you. 5. Compensation and Expenses. (a) The Company shall pay to Goldman, Sachs & Co., for your respective accounts, as compensation for your services to the Company hereunder, a fee of (i) if more than 2,500,000 shares of Series 1992 Preferred Stock are validly tendered for exchange in accordance with the Exchange Offer and not withdrawn at the Expiration Date, 1% and (ii) if 2,500,000 or fewer shares of Series 1992 Preferred Stock are validly tendered for exchange in accordance with the Exchange Offer and not withdrawn at the Expiration Date, four-fifths of 1%, in each case of the aggregate liquidation preference value of such Series 1992 Preferred Stock exchanged pursuant to the Exchange Offer. Such fee shall be paid by certified or official bank check in immediately available funds concurrently with the acceptance of shares of Series 1992 Preferred Stock by the Company pursuant to the Exchange Offer or other termination of the Exchange Offer. The Company shall pay to any Soliciting Dealer (as defined in the Exchange Offer Materials), including you, a solicitation fee of 2% of the aggregate liquidation preference value of all Series 1992 Preferred Stock tendered and exchanged pursuant to the Exchange Offer through such Soliciting Dealer. In addition, the Company also will reimburse you as Dealer Managers, whether or not the Exchange Offer shall commence or be consummated and whether or not you receive any compensation under the immediately preceding paragraph, for all reasonable out- of-pocket expenses (including the reasonable fees and expenses of your counsel) incurred in connection with the Exchange Offer, payable as provided below. (b) Whether or not any shares of Series 1992 Preferred Stock are tendered pursuant to the Exchange Offer, the Company covenants and agrees to pay or cause to be paid the following: (i) the fees for the registration of the Debentures under the Securities Act and all fees and expenses payable (including the reasonable fees and expenses of your counsel) in connection with securing any required review by the National Association of Securities Dealers, Inc., (ii) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the Exchange Offer, the negotiation and delivery of the accountants' letters referred to in Section 8(g) hereof and all other expenses incurred by the Company in connection with the preparation and filing of the Registration Statement, any preliminary prospectus relating to the Debentures, the Prospectus, the Schedule 13E-4 and the other Exchange Offer Materials and any amendments or supplements to any of the foregoing, and the cost of furnishing copies thereof to you, the Exchange Agent and the holders of the shares of Series 1992 Preferred Stock, (iii) your reasonable expenses and the reasonable fees and expenses of your counsel, (iv) all expenses (including the reasonable fees and expenses of counsel) payable pursuant to Section 4(d) hereof and in connection with the Preliminary (and any Supplemental) Blue Sky Survey prepared in respect thereof, (v) the fees and expenses of the Exchange Agent and any agent of the Exchange Agent and the fees and disbursements of counsel for the Exchange Agent and any information agent appointed in connection with the Exchange Offer, (vi) the listing fees incident to the listing of the Debentures on the NYSE, (vii) all costs and expenses incurred in the preparation, printing, mailing and publishing of the Prospectus, the Registration Statement, the Schedule 13E-4, the other Exchange Offer Materials, this Agreement and all other documents relating to the Exchange Offer and any amendments or supplements thereto, (viii) all fees payable to securities dealers (including you), commercial banks, trust companies and nominees as reimbursement of their customary mailing and handling expenses incurred in forwarding the Exchange Offer Materials to their customers, all fees and expenses of any forwarding agent, all advertising charges and any applicable transfer taxes payable by the Company in connection with the Exchange Offer, (ix) the preparation, printing and distribution of this Agreement, the Exchange Agent Agreement, the Indenture, the Debentures and the Preliminary (and any Supplemental) Blue Sky Survey, (x) the delivery of the Debentures to be issued pursuant to the Exchange Offer, (xi) the fees and expenses of the Trustee, including fees and disbursements of counsel for the Trustee in connection with the Indenture and the Debentures, (xii) all other costs and expenses incident to the Exchange Offer or to the performance by the Company of its obligations hereunder that are not otherwise specifically provided for in this Section 5(b) and (xiii) expenses incurred by you as a result of presenting testimony or evidence, or preparing to present testimony or evidence, in connection with any court or administrative proceeding arising out of or in connection with the Exchange Offer. 6. Representations and Warranties by the Company. The Company represents and warrants and agrees with each of you, as Dealer Managers, that: (a) (i) The Registration Statement, as of the applicable effective date, complied and the Prospectus, at the time of any filing with the Commission, will comply, except in each case for Incorporated Documents, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the respective rules and regulations of the Commission thereunder; (ii) the Registration Statement, as of the applicable effective date, did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; (iii) the Prospectus, at the time of any filing with the Commission, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) each Incorporated Document, at the time originally filed with the Commission pursuant to the Exchange Act, complied and will comply, as the case may be, in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder; provided, however, that the Company makes no representation or warranty as to such part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 under the Trust Indenture Act of the Trustee. (b) The Schedule 13E-4, as originally filed and subsequently amended, the other Exchange Offer Materials and any amendment or supplement thereto conform, or will conform, in all material respects with all applicable requirements of the Securities Act and the Exchange Act and the respective rules and regulations of the Commission thereunder; and none of the Schedule 13E-4, the other Exchange Offer Materials or any amendment or supplement thereto includes, or will include, any untrue statement of a material fact or omits, or will omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Neither the making and consummation of the Exchange Offer nor the consummation of the transactions herein and therein contemplated has a purpose of producing, either directly or indirectly, the effect of causing the Series 1992 Preferred Stock to not be listed on the NYSE; and, as of the Commencement Date, the Company does not believe that either the making and consummation of the Exchange Offer or the consummation of the transactions herein and therein contemplated will have a reasonable likelihood of producing, either directly or indirectly, the effect of causing the Series 1992 Preferred Stock to not be listed on the NYSE. (d) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and legally binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and subject to any principles of public policy limiting the right to enforce the indemnification and contribution provisions contained herein. (e) The consolidated financial statements included or incorporated by reference in the Registration Statement, the Prospectus and the Schedule 13E-4 present fairly the financial condition and operations of the Company and its consolidated subsidiaries at the respective dates or for the respective periods to which they apply; such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Registration Statement, the Prospectus and the Schedule 13E-4; and Deloitte & Touche LLP, who examined the audited financial statements, are independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder. (f) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Oregon with corporate power and corporate authority to own its properties and conduct its business as described in the Prospectus and to execute and deliver, and perform its obligations under, this Agreement, the Indenture and the Debentures; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole. (g) Except as reflected in, or contemplated by, the Registration Statement and the Prospectus, since the respective most recent dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change in the business, affairs, business prospects, property or financial condition of the Company, whether or not arising in the ordinary course of business; since such dates there has not been any material transaction entered into by the Company other than transactions contemplated by the Registration Statement and the Prospectus and transactions in the ordinary course of business; and the Company has no material contingent obligation that is not disclosed in the Registration Statement and the Prospectus. (h) The Company is not in violation of the Second Restated Articles of Incorporation of the Company, as amended (the "Articles"), or its Bylaws, as amended, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, agreement or other instrument to which it is a party or by which it may be bound, the effect of which is material to the Company and its subsidiaries taken as a whole; and neither the execution or delivery of this Agreement, the Indenture, the Exchange Agent Agreement, the making and consummation of the Exchange Offer, the issuance and delivery of the Debentures pursuant to the Exchange Offer, the consummation of the transactions herein and therein contemplated, the fulfillment of the terms hereof and thereof nor compliance with the terms and provisions hereof and thereof will conflict with, or result in a breach of, or constitute a default under, (i) the Articles or the Company's Bylaws, as amended, or any material contract, agreement or other instrument that the Company has assumed or to which it is now a party or by which it may be bound or (ii) any order, rule or regulation applicable to the Company of any court or any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its properties. (i) The Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and is a valid and legally binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (j) The Debentures have been duly authorized and, when authenticated and delivered in accordance with the Indenture and exchanged for the Series 1992 Preferred Stock in accordance with the Exchange Offer, will constitute valid and legally binding obligations of the Company enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and the Debentures conform to all statements relating thereto contained in the Registration Statement and the Prospectus. (k) The making and consummation of the Exchange Offer have been duly authorized by all necessary corporate action on the part of the Company. (l) The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement and the Prospectus (except for changes referred to therein or contemplated thereby and additional shares offered under the Company's Dividend Reinvestment and Stock Purchase Plan, K Plus Employee Savings and Stock Ownership Plan or Utah Power & Light Company Employee Savings and Stock Purchase Plan). (m) No legal or governmental proceeding is pending or, to the best of the Company's knowledge, is currently being threatened challenging the consummation of the transactions contemplated by this Agreement and the Exchange Offer. (n) On the Exchange Date, the Debentures will have been approved for listing on the NYSE, subject to notice of issuance. (o) Unless terminated in accordance with the terms of the Exchange Offer, the Company will accept shares of Series 1992 Preferred Stock for Exchange in accordance with and subject to the terms and conditions of the Exchange Offer; and the Company will have made, or will cause the Exchange Agent to make, appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depositary, as may be necessary, to allow for the book-entry movement of tendered shares of Series 1992 Preferred Stock and the Debentures between depositary participants and the Exchange Agent. (p) The Exchange Agent Agreement has been duly authorized by the Company and, when executed and delivered, will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). Any certificate signed by an officer of the Company and delivered to you, as Dealer Managers, or to Winthrop, Stimson, Putnam & Roberts, counsel for the Dealer Managers ("Counsel for the Dealer Managers"), shall be deemed a representation and warranty by the Company to each of you as to the statements herein. 7. Indemnity. (a) The Company agrees: (i) to indemnify and hold harmless each of you, as Dealer Managers, from and against any and all losses, claims, damages, expenses or liabilities (or action in respect thereof) that arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Incorporated Documents, the Registration Statement, the Prospectus, the Schedule 13E-4 or the other Exchange Offer Materials or in any amendment or supplement to any of the foregoing or in any press release issued or authorized by the Company, or that arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except, as to either of you, insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission arising out of or based upon statements in or omissions from that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 under the Trust Indenture Act of the Trustee, (B) any breach by the Company of any representation or warranty or failure to comply with any of the agreements on the part of the Company set forth herein or (C) a withdrawal, rescission, termination or modification of, or a failure to make or consummate, the Exchange Offer; and (ii) to indemnify and hold each of you, as Dealer Managers, harmless from and against any other loss, claim, damage, expense or liability (or action in respect thereof) that otherwise arises out of or is based upon or asserted against either of you in connection with or as a result of you acting as Dealer Managers in connection with the Exchange Offer or that arises in connection with your engagement under this Agreement, except as to each of you, as Dealer Managers, severally and not jointly, to the extent that any such losses, damages, liabilities, expenses or claims referred to in this clause (ii) results from your gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In the event that you become involved in any capacity in any action, proceeding or investigation brought by or against any person, including stockholders of the Company, in connection with your engagement under this Agreement or arising out of the Exchange Offer, the Company also agrees to indemnify and hold you harmless against and to reimburse you for (A) any and all expenses (including any legal and other fees and expenses incurred in connection with the cost of any investigation and preparation) incurred in connection therewith and (B) any amount paid in settlement of any litigation commenced or threatened or of any claim whatsoever as set forth herein if such settlement is effected with the written consent of the Company, which shall not be unreasonably withheld. The Company also agrees that neither of you, nor any of your respective affiliates, nor any or your respective partners, directors, agents, employees or controlling persons (if any), as the case may be, or any such affiliates, shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company for or in connection with your engagement under this Agreement, except as to each of you, as Dealer Managers, severally and not jointly, to the extent that any loss, damage, expense, liability or claim incurred by the Company results from your gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. (b) Promptly after receipt by either of you, as an indemnified party under Section 7(a) hereof, of notice of such indemnified party's involvement in any action, proceeding or investigation, such indemnified party shall, if a claim in respect thereof is to be made against the Company under Section 7(a) hereof, notify the Company in writing of such involvement, but failure so to notify the Company shall not relieve it from any liability on account of this indemnity agreement except to the extent that it has been prejudiced in any material respect by such failure or from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action, proceeding or investigation shall be brought against or otherwise involve any such indemnified party and such indemnified party shall notify the Company of the commencement thereof or such indemnified party's involvement therein, the Company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such indemnified party (who shall not, except with the consent of such indemnified party, be counsel to the Company). Upon assumption by the Company of the defense of such action, proceeding or investigation, the Company shall not be liable to such indemnified party under this Section 7(b) for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless such indemnified party and the Company are named parties to any such action, proceeding or investigation (including any impleaded parties) and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, without the written consent of either of you, as an indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not such indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of such indemnified party. (c) If for any reason the indemnification provided for in Section 7(a) hereof is unavailable to or insufficient to hold either of you, as an indemnified party, harmless in respect of any losses, claims, damages, expenses or liabilities (or actions in respect thereof) referred to therein, then the Company, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, expenses or liabilities (or actions in respect thereof) referred to therein in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and such indemnified party, as Dealer Managers, on the other hand in the matters contemplated by this Agreement. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if such indemnified party failed to give the notice required under Section 7(b) hereof, in such proportion as is appropriate to reflect not only the relative benefits referred to in the immediately preceding sentence but also the relative fault of the Company on the one hand and such indemnified party, as Dealer Managers, on the other with respect to such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative benefits to the Company on the one hand and such indemnified party, as Dealer Managers, on the other in connection with the matters contemplated by this Agreement shall be deemed to be in the same proportion as the maximum aggregate value of the consideration proposed to be exchanged for the shares of Series 1992 Preferred Stock pursuant to the Exchange Offer bears to the maximum aggregate fee proposed to be paid to such indemnified party pursuant to Section 5 hereof as a result of the exchange of the shares of Series 1992 Preferred Stock pursuant to the Exchange Offer. The relative fault of the Company on the one hand and you on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by, or relating to, the Company and its affiliates or you and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (d) The Company and you, as Dealer Managers, agree that it would not be just and equitable if contribution pursuant to Section 7(c) hereof were determined by pro rata allocation or by any other method of allocation (even if you, as Dealer Managers, were treated as one entity for such purpose) that does not take account of the equitable considerations referred to in Section 7(c) hereof. The amount paid or payable by either of you, as an indemnified party, as a result of the losses claims damages and liabilities referred to in Section 7(c) hereof shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. (e) The agreements contained in Section 5 hereof, the indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination or cancellation of this Agreement, (ii) any completion of the engagement provided by this Agreement or (iii) any investigation made by or on behalf of either of you or any of your respective officers, partners or directors or any person controlling either of you or by or on behalf of the Company, its directors or officers, any authorized representative or any person controlling the Company and shall survive any acquisition of the shares of Series 1992 Preferred Stock pursuant to the Exchange Offer or otherwise. (f) The reimbursement, indemnity and contribution obligations of the Company under this Section 7 shall be in addition to any liability that the Company may otherwise have, shall extend upon the same terms and conditions to your affiliates and your partners, directors, agents, employees and controlling persons (if any) and shall be binding upon and inure to the benefit of any of your successors, assigns, heirs and personal representatives and any other such persons referred to above. 8. Conditions of Obligations. Your respective obligations to act as Dealer Managers hereunder shall be subject, in your discretion, to the conditions that: (a) All representations, warranties and other statements of the Company contained herein or in certificates of any officer of the Company delivered pursuant to the provisions hereof are now, and on the Commencement Date, the Expiration Date and the Exchange Date shall be, true and correct. (b) The Company at all times during the Exchange Offer shall have performed all of its obligations hereunder theretofore required to be performed. (c) The Registration Statement shall have become effective on or prior to the Commencement Date; any Prospectus required to be filed with the Commission shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the rules and regulations of the Commission thereunder and in accordance with Section 4(b) hereof; at any time during the Exchange Offer, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission, and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; there shall not have been, at any time during the Exchange Offer, any temporary restraining order or injunction issued restraining or enjoining you from acting in your respective capacities as Dealer Managers with respect to the Exchange Offer; the orders of the public utility regulatory authorities in the States of Idaho, Montana, Oregon, Utah and Wyoming each authorizing the issuance and exchange of the Debentures by the Company pursuant to the Exchange Offer, the order dated April 27, 1988 of the California Public Utilities Commission exempting any issuance of securities of the Company from its jurisdiction and the order of the Washington Utilities and Transportation Commission as to the compliance by the Company with the filing requirements of RCW 80.08.040 shall be in full force and effect and shall not then be either contested or the subject of review or appeal, and such orders constitute the only approval, authorization, consent or other order of any governmental body legally required for the authorization of the issuance and exchange of the Debentures by the Company pursuant to the Exchange Offer, except such as may be required under the Securities Act or under state or other securities or Blue Sky laws; and the Company shall have delivered to you, as Dealer Managers, a certificate of the Company signed by the President or any Vice President of the Company, dated the Commencement Date and the Exchange Date, respectively, to such effect with copies attached thereto of such orders and of evidence of qualification of the Company to transact business as a foreign corporation in each jurisdiction in which it owns or leases substantial properties or in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the financial condition of the Company and its subsidiaries taken as a whole. (d) On each of the Commencement Date and the Exchange Date, you, as Dealer Managers, shall have received an opinion of Stoel Rives Boley Jones & Grey, counsel for the Company ("Counsel for the Company"), dated the respective dates of delivery thereof, in form and substance satisfactory to Counsel for the Dealer Managers, to the effect that: (i) the Company is a corporation duly organized and validly existing corporation under the laws of the State of Oregon; (ii) the Company has due corporate right and corporate authority to own its properties and to carry on the business in which it is engaged as described in the Prospectus and to execute and deliver, and perform its obligations under, this Agreement, the Indenture and the Debentures; (iii) the Indenture has been duly authorized, executed and delivered by the Company, has been duly qualified under the Trust Indenture Act and is a valid and legally binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (iv) the Debentures have been duly authorized and executed by the Company and, when exchanged for Series 1992 Preferred Stock in accordance with the Exchange Offer, will constitute valid and legally binding agreements of the Company enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (v) the terms of the Debentures and the capital stock of the Company conform as to legal matters to the descriptions thereof and the statements in regard thereto contained in the Registration Statement and the Prospectus; and the specimen of the Debentures is in due and proper form; (vi) this Agreement has been duly authorized, executed and delivered by the Company; (vii) the Exchange Agent Agreement has been duly authorized, executed and delivered by the Company; (viii) the making and consummation of the Exchange Offer have been duly authorized by all necessary corporate action on the part of the Company; (ix) the Idaho Public Utilities Commission, the Montana Public Service Commission, the Public Utility Commission of Oregon, the Utah Public Service Commission and the Public Service Commission of Wyoming have entered appropriate orders, which to the best knowledge of such counsel remain in full force and effect on the date of such opinion, each authorizing the issuance and sale of the Debentures by the Company pursuant to the Exchange Offer; the Washington Utilities and Transportation Commission has entered an appropriate order, which to the knowledge of such counsel remains in full force and effect on the date of such opinion, as to the compliance by the Company with the filing requirements of RCW 80.08.040; and such orders constitute the only approval, authorization, consent or other order of any governmental body legally required for the authorization of the issuance and exchange of the Debentures by the Company pursuant to the Exchange Offer, except such as may be required under the Securities Act or under state or other securities or Blue Sky laws; (x) the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and the Exchange Agent Agreement, the making and consummation of the Exchange Offer, the issuance and delivery of the Debentures pursuant to the Exchange Offer, the compliance by the Company with all of the provisions of this Agreement and the Exchange Agent Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under (i) the Articles or Bylaws of the Company, as amended, or any indenture, mortgage, deed of trust or other material agreement for money borrowed the terms of which are known to such counsel to which the Company is a party or by which it may be bound or (ii) any order, rule or regulation applicable to the Company of any court or any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its properties; (xi) the Registration Statement, at the applicable effective date, and the Prospectus, at the time of any filing pursuant to Rule 424(b) under the Securities Act (except in each case as to financial statements and other financial and statistical data contained therein, upon which such opinion need not pass, and except for any Incorporated Documents), complied as to form in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the respective rules and regulations of the Commission thereunder; each Incorporated Document as originally filed pursuant to the Exchange Act (except as to financial statements and other financial and statistical data contained therein, upon which such opinion need not pass) complied as to form when so filed in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; the Schedule 13E-4, as originally filed and subsequently amended, and the other Exchange Offer Materials (other than the Registration Statement and the Prospectus) (except as to financial statements and other financial and statistical data contained therein, upon which such opinion need not pass) complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; the Registration Statement has become, and on the date of such opinion is, effective under the Securities Act and, to the best of such counsel's knowledge, no proceedings for a stop order with respect thereto are threatened or pending under Section 8 of the Securities Act; and nothing has come to the attention of such counsel that has caused them to believe that (i) the Registration Statement (except as to financial statements and other financial and statistical data contained therein, upon which such opinion need not pass), at the applicable effective date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except as to financial statements and other financial and statistical data contained therein, upon which such opinion need not pass), at the time of any filing pursuant to Rule 424(b) under the Securities Act or on the date of such opinion, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Schedule 13E-4 and the other Exchange Offer Materials (other than the Registration Statement and the Prospectus) (except as to financial statements and other financial and statistical data contained therein, upon which such opinion need not pass), on the date originally filed and subsequently amended or on the date of such opinion, included or include any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xii) those portions of the Registration Statement or the Prospectus that are stated therein to have been made on the authority of such counsel have been reviewed by such counsel and, as to matters of law and legal conclusions, are correct; and (xiii) to the best of such counsel's knowledge and information, there are no legal or governmental proceedings pending or threatened against the Company or its subsidiaries that are required to be disclosed in the Registration Statement and the Prospectus other than those disclosed therein. In rendering such opinion, Counsel for the Company may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and its subsidiaries and public officials. References to the Exchange Offer Materials in this Section 8(d) shall include any amendments or supplements thereto at the date such opinion is rendered. (e) On each of the Commencement Date and the Exchange Date, you, as Dealer Managers, shall have received an opinion of Counsel for the Dealer Managers, dated the respective dates of delivery thereof, with respect to the matters set forth in paragraphs (i), (iii), (iv), (v), (vi) and (ix) and the first, third, fourth and fifth clauses of paragraph (xi) of Section 8(d) hereof and other related matters as you may reasonably require, and the Company shall have furnished to Counsel for the Dealer Managers such documents as they request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Counsel for the Dealer Managers may rely (i) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and (ii) upon the opinion of Counsel for the Company rendered pursuant to Section 8(d) as to matters involving the application of laws other than the laws of the State of New York. (f) On each of the Commencement Date and the Exchange Date, the Exchange Agent shall have furnished to you, as Dealer Managers, a certificate, dated the respective dates of delivery thereof, of an appropriate officer of the Exchange Agent, in form and substance satisfactory to you, to the effect that: (i) the Exchange Agent has been duly incorporated and is validly existing as a trust company in good standing under the laws of the State of New York, with full power, authority and legal right under such law to execute, deliver and carry out the terms of the Exchange Agent Agreement; (ii) the Exchange Agent Agreement has been duly authorized, executed and delivered by the Exchange Agent; and (iii) the Exchange Agent Agreement constitutes a valid and binding obligation of the Exchange Agent. (g) On each of the Commencement Date and the Exchange Date, Deloitte & Touche LLP shall have furnished to you, as Dealer Managers, a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect that: (i) in their opinion, the consolidated financial statements and schedules included or incorporated by reference in the Registration Statement, the Prospectus and the Schedule 13E-4 and audited by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations of the Commission thereunder; (ii) on the basis of a reading of the unaudited consolidated financial statements, if any, included or incorporated by reference in the Registration Statement, the Prospectus and the Schedule 13E-4 and the latest available interim unaudited consolidated financial statements of the Company, the performance of the procedures specified by the American Institute of Certified Public Accountants for a review of any such unaudited consolidated financial information as described in Statement on Auditing Standards No. 71, inquiries of officials of the Company responsible for financial and accounting matters and a reading of the minutes of meetings of the shareholders and the Board of Directors of the Company and the Finance and Pricing Committees thereof through a specified date not more than five Business Days prior to the date of such letter, nothing came to their attention that caused them to believe that: (A) any material modification should be made to the unaudited consolidated financial statements, if any, included or incorporated by reference in the Registration Statement, the Prospectus and the Schedule 13E-4 for them to be in conformity with generally accepted accounting principles or any such unaudited consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act or the rules and regulations of the Commission thereunder; (B) for the twelve months ended as of the date of the latest available financial statements of the Company, there were any decreases in revenues, earnings on common stock or earnings per common share as compared with the comparable period of the preceding year; or (C) at the date of the latest available financial statements of the Company and at a subsequent date not more than five Business Days prior to the date of such letter, there was any change in the capital stock (except for sales under the Company's Dividend Reinvestment and Stock Purchase Plan, K Plus Employee Savings and Stock Ownership Plan or Utah Power & Light Company Employee Savings and Stock Purchase Plan of PacifiCorp) or long-term debt of the Company or any decrease in its net assets as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Schedule 13E-4, except in all instances for changes or decreases that the Registration Statement, the Prospectus or the Schedule 13E-4 discloses have occurred or may occur, or for changes or decreases that are described in such letter that are reasonably satisfactory to you; (iii) if unaudited pro forma financial statements are included or incorporated by reference in the Registration Statement, the Prospectus and the Schedule 13E-4, on the basis of a reading of such financial statements, carrying out certain specified procedures, inquiries of certain officials of the Company and the company acquired or to be acquired who have responsibility for financial and accounting matters and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in such pro forma financial statements, nothing came to their attention that caused them to believe that such pro forma financial statements do not comply in form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X or that such pro forma adjustments have not been properly applied to such historical amounts in the compilation of such pro forma financial statements; and (iv) covering such other matters as you shall reasonably request, including but not limited to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the financial statements included or incorporated by reference in the Registration Statement, the Prospectus and the Schedule 13E-4 and any other information of an accounting, financial or statistical nature included therein. References to the Registration Statement, the Prospectus and the Schedule 13E-4 in this Section 8(g) shall include any amendments or supplements thereto at the Commencement Date or the Exchange Date, as the case may be. (h) On each of the Commencement Date and the Exchange Date, there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, as they may then be amended or supplemented, except as may otherwise be stated therein or contemplated thereby, any material adverse change in the condition of the Company and its subsidiaries taken as a whole, financial or otherwise, or in the earnings, affairs or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business; and, on each of the Commencement Date and the Exchange Date, you, as Dealer Managers, shall have received a certificate of the Company signed by the President or any Vice President of the Company reasonably satisfactory to you, as Dealer Managers, dated as of the respective dates of delivery thereof, to the effect that (i) there has been no such material adverse change, (ii) the other representations and warranties on the part of the Company contained in this Agreement are true and correct (with the same force and effect as though expressly made on and at and as of the Commencement Date and the Exchange Date, except that references therein to the Registration Statement, the Prospectus and the Schedule 13E-4 shall include any amendments or supplements thereto at such dates), (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under this Agreement on or prior to the Commencement Date and the Exchange Date and (iv) no stop order suspending the effectiveness of the Registration Statement (as so amended or supplemented) has been issued and no proceedings for the purpose have been initiated or threatened by the Commission. (i) On or after the date hereof there shall not have occurred any of the following: (i) a banking moratorium declared either by federal authorities or authorities in the States of New York or Oregon, (ii) trading in securities generally on the NYSE or of any securities of the Company being suspended by the Commission, the NYSE or the Pacific Stock Exchange or the establishment by the Commission or the NYSE, any federal or state agency or the decision of any court of any limitation on the prices for such trading or any restrictions on the distribution of such securities, (iii) any outbreak or material escalation of hostilities or other calamity or crisis affecting the financial markets of the United States shall have occurred, (d) a downgrading in the ratings of any of the Debentures or any preferred stock or first mortgage or first mortgage and collateral trust bonds of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 15c3-1 under the Exchange Act) or (e) any change in the business or properties of the Company, the effect of which is such as to make it impracticable to proceed with the sale or delivery of the Debentures and, in the case of any of the events specified in clauses (a) through (d) of this Section 8(i), the effect of such event, singly or together with any other such events, is such as to make it, in your judgment, impracticable to proceed with the sale or delivery of the Debentures. (j) On or prior to the Exchange Date, the Debentures shall have been duly listed, subject to notice of issuance, on the NYSE. (k) On or prior to the Exchange Date, the Exchange Agreement shall be in full force and effect. (l) On or prior to the Exchange Date, Moody's Investors Service, Inc. and Standard & Poor's Ratings Group shall have publicly assigned to the Debentures ratings of [__] and [__], respectively, which ratings shall be in full force and effect on the Exchange Date. (m) On the Commencement Date and the Exchange Date, Counsel for the Dealer Managers shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Debentures as herein contemplated and related proceedings, or in order to evidence the accuracy or completeness of any of the representations or warranties, or the fulfillment of any of the conditions herein contained, and all proceedings taken by the Company in connection with the issuance and sale of the Debentures and as herein contemplated shall be satisfactory in form and substance to you, as Dealer Managers, and Counsel for the Dealer Managers. In case any of the conditions specified above in this Section 8 shall not have been fulfilled, this Agreement may be terminated by you upon mailing or delivering written notice thereof to the Company. Any such termination shall be without liability of either party to the other party except as otherwise provided in Section 5(b) hereof and except for any liability under Section 7 hereof. 9. Miscellaneous. (a) This Agreement is made solely for your benefit, as Dealer Managers, the Company and any officer, partner, director or controlling person referred to in Section 7 hereof, and their respective successors, assigns and legal representatives and no other person shall acquire to have any right under or by virtue of this Agreement. (b) Except as otherwise expressly provided in this Agreement whenever notice is required by the provisions of this Agreement to be given to (i) the Company, such notice shall be in writing addressed to PacifiCorp, at 700 N.E. Multnomah, Suite 1600, Portland, Oregon 97232, Attention of Richard T. O'Brien, Vice President; (ii) Goldman, Sachs & Co., such notice shall be in writing addressed to Goldman, Sachs & Co., at 85 Broad Street, New York, New York 10004, Attention of Greg Power and (iii) Salomon Brothers Inc, such notice shall be addressed in writing to Salomon Brothers Inc, Seven World Trade Center, New York, New York 10048, Attention of Marwan Marshi. (c) This Agreement contains the entire understanding of the parties with respect to each of you acting as Dealer Managers in connection with the Exchange Offer and supersedes all of your prior agreements understandings and negotiations with respect to such activities. In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, which shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in any number of separate counterparts each of which shall be an original, but all such counterparts shall together constitute one and the same agreement. If the foregoing is in accordance with your understanding of our agreement please sign and return to us a duplicate of this letter, whereupon it will become a binding agreement among the Company and each of you. Very truly yours, PACIFICORP By: RICHARD T. O'BRIEN ------------------------------------ Name: Richard T. O'Brien Title: Vice President The undersigned hereby confirms that the foregoing Agreement, as of the date thereof, correctly sets forth the agreement among the Company and the undersigned. - ------------------------------- Goldman, Sachs & Co. SALOMON BROTHERS INC By: ___________________________ Name: Title: EX-99.B 10 EXHIBIT 99(B) April __, 1995 EXCHANGE AGENT AGREEMENT ------------------------ The Bank of New York Corporate Trust Trustee Administration 101 Barclay Street - 21st Floor New York, New York 10286 Ladies and Gentlemen: PacifiCorp, an Oregon corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange its $1.98 No Par Serial Preferred Stock (the "Old Securities"), for its __% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025, Series 1992 (the "New Securities"), respectively. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated April __, 1995 (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities." The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about April __, 1995. The Letter of Transmittal accompanying the Prospectus is to be used by the holders of the Old Securities to accept the Exchange Offer, and contains instructions with respect to the delivery of certificates for Old Securities tendered. The Exchange Offer shall expire at 5:00 P.M., New York City time, on May __, 1995 or on such later date or time to which the Company may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (confirmed in writing) or written notice to you before 9:00 A.M., New York City time, on the business day following the previously scheduled Expiration Date. The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Securities not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "The Exchange Offer--Expiration Date; Extensions; Amendments, Termination."] The Company will give oral (confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable. In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions: 1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing. 2. You will establish an account with respect to the Old Securities at The Depository Trust Company, Midwest Securities Trust Company and Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in a Book-Entry Transfer Facility's systems may make book- entry delivery of the Old Securities by causing such Book- Entry Transfer Facility to transfer such Old Securities into your account in accordance with such Book-Entry Transfer Facility's procedures for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book- entry transfer into your account at a Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and (ii) the Old Securities have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be necessary or advisable to cause such irregularity to be corrected. 4. With the approval of the President, any Vice President or the Treasurer of the Company (such approval, if given orally, to be confirmed in writing) or any other party designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tender of Old Securities pursuant to the Exchange Offer. 5. Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "The Exchange Offer--Procedures for Tendering", and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this paragraph 5, Old Securities which the President, any Vice President or the Treasurer of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be confirmed in writing). 6. You shall advise the Company with respect to any Old Securities received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Securities. 7. You shall accept tenders: (a) in cases where the Old Securities are registered in two or more names only if signed by all named holders; (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and (c) from persons other than the registered holder of Old Securities provided that customary transfer requirements, including any applicable transfer taxes, are fulfilled. You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the transfer agent for split-up and return any untendered Old Securities to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer. 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice if given orally, to be confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Securities properly tendered and you, on behalf of the Company, will exchange such Old Securities for New Securities and cause such Old Securities to be cancelled. Delivery of New Securities will be made on behalf of the Company by you at the rate of $25 principal amount of New Securities for each share of the Old Securities tendered promptly after notice (such notice if given orally, to be confirmed in writing) of acceptance of said Old Securities by the Company; provided, however, that in all cases, Old Securities tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Securities (or confirmation of book- entry transfer into your account at a Book-Entry Transfer Facility), a properly completed and, except as described in the section of the Prospectus captioned "The Exchange Offer-- Procedures for Tendering," duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other required documents. You shall issue New Securities only in denominations of $25 or any integral multiple thereof. 9. Tenders, pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. 10. The Company shall not be required to exchange any Old Securities tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Securities tendered shall be given (and confirmed in writing) by the Company to you. 11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Securities tendered because of any invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "The Exchange Offer" or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them. 12. All certificates for reissued Old Securities, unaccepted Old Securities or for New Securities shall be forwarded by (a) first-class certified mail, return receipt requested under a blanket surety bond protecting you and the Company from loss or liability arising out of the nonreceipt or nondelivery of such certificates or (b) by registered mail insured separately for the replacement value of each of such certificates. 13. You are authorized to pay solicitation fees to Soliciting Brokers at the rate set forth in the Prospectus multiplied by the number of Old Securities set forth in the Letters of Transmittal, if applicable, promptly after the Company has accepted such Old Securities pursuant to the Exchange Offer. The Company shall deposit funds with you in an amount necessary to pay such fees promptly after you notify the Company of the amounts due. 14. As Exchange Agent hereunder you: (a) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing by you and the Company; (b) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Securities represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer; (c) shall not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you shall have been furnished with reasonable indemnity; (d) may reasonably rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by the proper party or parties; (e) may reasonably act upon any tender, statement, request, comment, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or represented by a proper person or persons; (f) may rely on and shall be protected in acting upon written or oral instructions from any officer of the Company; (g) may consult with your counsel with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and (h) shall not advise any person tendering Old Securities pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Securities. 15. You shall take such action as may from time to time be requested by the Company or its counsel (and such other action as you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents at your request. All other requests for information relating to the Exchange Offer shall be directed to the Information Agent as defined in the Prospectus. 16. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to Richard T. O'Brien of the Company and such other person or persons as it may request, daily (and more frequently during the week immediately preceding the Expiration Date and if otherwise requested) up to and including the Expiration Date, as to the number of Old Securities which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as it or he or she reasonably requests. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered, the aggregate principal amount of Old Securities accepted, a final list of Soliciting Dealers, the amount of solicitation fees payable to each Soliciting Dealer according to the Letters of Transmittal, if applicable, and the aggregate amount of solicitation fees, and deliver said list to the Company. 17. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and the time of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company. 18. You hereby expressly waive any lien, encumbrance or right of set-off whatsoever that you may have with respect to funds deposited with you for the payment of transfer taxes or solicitation fees by reasons of amounts, if any, borrowed by the Company, or any of its subsidiaries or affiliates pursuant to any loan or credit agreement with you or for compensation owed to you hereunder. 19. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto. 20. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal and further acknowledge that you have examined each of them. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to the duties, liabilities and indemnification of you as Exchange Agent, which shall be controlled by this Agreement. 21. The Company covenants and agrees to indemnify and hold you harmless in your capacity as Exchange Agent hereunder against any loss, liability, cost or expense, including attorneys' fees and expenses arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Securities reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Securities; provided, however, that the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense to the extent arising out of your gross negligence or willful misconduct. In no case shall the Company be liable under this indemnity with respect to any claim against you unless the Company shall be notified by you, by letter or cable or by facsimile confirmed by letter, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or notice of commencement of action. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action, and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you so long as the Company shall retain counsel satisfactory to you to defend such suit. 22. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service. The Company understands that you are required to deduct 31 percent on payments to holders who have not supplied their correct Taxpayer Identification Number or required certification. Such funds will be turned over to the Internal Revenue Service in accordance with applicable regulations. 23. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities, your check in the amount of all transfer taxes so payable, and the Company shall reimburse you for the amount of any and all transfer taxes payable in respect of the exchange of Old Securities; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you. 24. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. 25. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 26. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 27. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally. 28. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below: If to the Company: PacifiCorp 700 NE Multnomah, Suite 1600 Portland, OR 97232 Facsimile: (503) 731-2136 Attention: Vice President (Finance) If to the Exchange Agent: The Bank of New York 101 Barclay Street Floor 21 West New York, New York 10286 Facsimile: (212) 815-5915 Attention: Corporate Trust Trustee Administration 29. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, paragraphs 19, 21 and 23 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Agreement. 30. This Agreement shall be binding and effective as of the date hereof. Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. PACIFICORP By:______________________________ Name: Richard T. O'Brien Title: Vice President Accepted as the date first above written: THE BANK OF NEW YORK, as Exchange Agent By:_______________________________ Name: Title: SCHEDULE I FEES Exchange Agent Services (per item) . . . . . . . . . . . .$7.50 Minimum Fee . . . . . . . . . . . . . . . . . . . . .$5,000.00 Processing Letters of Transmittal / / Administrative set-up / / Process letters of transmittals / / Receive and examine preferred stock / / Issue new security (debentures) / / Debit old certificates from records / / Answer phone inquiries TERMS OF PROPOSAL / / Out-of-pocket expenses are defined as costs paid by The Bank of New York for the purchase of goods or services required to fulfill our obligations as Exchange Agent or for other related services. Examples of these expenses are: stationery, postage, retention of records, etc. Out-of-pocket expenses are billed to our customers on a cost-to- us basis for goods or services received. The bills you receive are for pass-through costs only. We do not add on a service or handling charge. / / All fees are based upon the use of automatic equipment. Any services requiring manual processing and/or overtime, will result in a special or higher charge. EX-99.C 11 EXHIBIT 99(C) EXHIBIT 99(c) April 3, 1995 PacifiCorp 700 NE Multnomah Portland, OR 97232 LETTER OF AGREEMENT ------------------- This Letter of Agreement (the "Agreement") sets forth the terms and conditions under which Georgeson & Company Inc. ("Georgeson") has been retained by PacifiCorp as Information Agent for its offer to exchange shares of its $1.98 No Par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock") (the "Offer"). The term of the Agreement shall be the term of the Offer, including any extensions thereof. 1. During the term of the Agreement, Georgeson will: provide advice and consultation with respect to the planning and execution of the Offer; assist in the preparation and placement of newspaper ads; assist in the distribution of Offer documents to brokers, banks, nominees, institutional investors, and other shareholders and investment community accounts; answer collect telephone inquiries from shareholders and their representatives; and, if requested, call individuals who are registered holders or Non- Objecting Beneficial Owners ("NOBO's"). 2. PacifiCorp will pay Georgeson a fee of $7,500, of which half is payable in advance per the enclosed invoice and the balance at the expiration of the Offer, plus an additional fee to be mutually agreed upon if the Offer is extended more than fifteen days beyond the initial expiration date. PacifiCorp will also pay Georgeson a fee of $5.00 per call for each incoming call from registered shareholders. If Georgeson is requested to call individuals who are registered holders or NOBO's of the Series 1992 Preferred Stock. PacifiCorp will pay Georgeson an additional sum computed on the basis of $5.00 per call. In addition, PacifiCorp will reimburse Georgeson for reasonable costs and expenses incurred by Georgeson in fulfilling the Agreement, including but not limited to: expenses incurred by Georgeson in the preparation and placement of newspaper ads, including typesetting and space charges; postage and freight charges incurred by Georgeson in the delivery of Offer documents; printing costs; charges for the production of shareholder lists (paper, computer cards, etc.), statistical analyses, mailing labels, or other forms of information requested by PacifiCorp or its agents and other expenses or disbursements authorized by PacifiCorp or its agents. 3. Georgeson hereby agrees not to make any representations not included in the Offer documents. 4. PacifiCorp agrees to indemnify and hold Georgeson harmless against any loss, damage, expense (including, without limitation, legal and other related fees and expenses), liability or claim arising out of Georgeson's fulfillment of the Agreement (except for any loss, damage, expense, liability or claim arising out of Georgeson's own negligence or misconduct). At its election, PacifiCorp may assume the defense of any such action. Georgeson hereby agrees to advise PacifiCorp of any such liability or claim promptly after receipt of any notice thereof. The indemnification contained in this paragraph will survive the term of the Agreement. 5. Georgeson agrees to preserve the confidentiality of all non-public information provided by PacifiCorp or its agents for our use in providing services under this Agreement, or information developed by Georgeson based upon such nonpublic information. By executing the Agreement below the undersigned agrees to be bound by its terms. ACCEPTED: Sincerely, PACIFICORP GEORGESON & COMPANY INC. By: RICHARD T. O'BRIEN By: DONNA M. ACKERLY ---------------------- ----------------------- Richard T. O'Brien Donna M. Ackerly Title: Vice President Title: Vice President Date: April 6, 1995 EX-99.D 12 EXHIBIT 99(D) LETTER OF TRANSMITTAL for $1.98 No Par Serial Preferred Stock, Series 1992 of PACIFICORP The Exchange Offer Will Expire at 5:00 P.M., New York City Time, on May __, 1995, Unless Extended (the "Expiration Date") by PacifiCorp Exchange Agent: The Bank of New York By Hand or Overnight Courier: By Mail: The Bank of New York The Bank of New York 101 Barclay Street PO Box 11248 New York, NY 10286 Church Street Station Attention: Tender and Exchange New York, NY 10286 Receive and Deliver Window, Attention: Tender and Street Level Exchange By Facsimile: (for Eligible Institutions only) (212) 815-6213 Confirm Receipt of Notice of Guaranteed Delivery by Telephone: (800) 507-9357 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The undersigned acknowledges receipt of the Prospectus dated April ___, 1995 (the "Prospectus") of PacifiCorp (the "Company") which, together with this Letter of Transmittal (the "Letter of Transmittal"), describes the Company's offer (the "Exchange Offer") to exchange up to $125,000,000 aggregate principal amount of its ___% Quarterly Income Debt Securities (QUIDSSM) (Junior Subordinated Deferrable Interest Debentures, Series A, due 2025) (the "Debentures") for up to all of the outstanding shares of its $1.98 No Par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock"). Exchanges will be effected on the basis of $25 principal amount of Debentures (the minimum permitted denomination) for each share of Series 1992 Preferred Stock (liquidation preference $25 per share) validly tendered and accepted for exchange in the Exchange Offer. The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE REGARDING THE EXCHANGE OFFER AND REQUESTS FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL AND FOR NOTICES OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE INFORMATION AGENT REFERRED TO BELOW. Information Agent: GEORGESON & COMPANY INC. Wall Street Plaza New York, NY 10005 Banks and Brokers call collect (212) 440-9800 Call Toll Free: (800) 223-2064 List below the Series 1992 Preferred Stock to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Number(s) and Number of Shares should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF SERIES 1992 PREFERRED STOCK TENDERED HEREWITH
- ------------------------------------------------------------------------------------------ Number of Name(s) and Address(es) Shares Number of of Registered Holder(s) Certificate Represented by Shares (Please fill in) Number(s)* Certificate(s)* Tendered** - ------------------------------------------------------------------------------------------ --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- Total - ------------------------------------------------------------------------------------------ * Need not be completed by holders of Series 1992 Preferred Stock tendered by book-entry transfer. ** Unless otherwise indicated, the holder will be deemed to have tendered the full number of shares of Series 1992 Preferred Stock represented by the tendered certificates. See Instruction 2.
This Letter of Transmittal is to be used either (i) if certificates for Series 1992 Preferred Stock are to be forwarded herewith or (ii) unless an Agent's Message (as defined in the Prospectus) is to be utilized, if delivery of Series 1992 Preferred Stock is to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company ("DTC"), Midwest Securities Trust Company ("MSTC") or Philadelphia Depository Trust Company ("PDTC") (each, a "Book-Entry Transfer Facility"), pursuant to the procedures set forth in "The Exchange Offer - Procedures for Tendering" in the Prospectus. Unless the context requires otherwise, the term "Holder" for purposes of this Letter of Transmittal means (i) any person in whose name Series 1992 Preferred Stock is registered on the books of the Company, (ii) any other person who has obtained a properly completed stock power from the registered holder or (iii) any person whose Series 1992 Preferred Stock is held of record by any Book-Entry Transfer Facility who desires to deliver such Series 1992 Preferred Stock by book-entry transfer at such Book-Entry Transfer Facility. Holders whose Series 1992 Preferred Stock is not immediately available or who cannot deliver their Series 1992 Preferred Stock and all other documents required hereby to the Exchange Agent prior to the Expiration Date may tender their Series 1992 Preferred Stock according to the guaranteed delivery procedure set forth in the Prospectus under the caption "The Exchange Offer - Procedures for Tendering - Guaranteed Delivery." (BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) / / CHECK HERE IF TENDERED SERIES 1992 PREFERRED STOCK IS BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING: Name of Tendering Institution: __________________________ Check applicable box: / / DTC / / MSTC / / PDTC Account Number: _______ Transaction Code Number: _______ / / CHECK HERE IF TENDERED SERIES 1992 PREFERRED STOCK IS BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ________________________ Name of Eligible Institution that Guaranteed Delivery: _____________________________ IF DELIVERED BY BOOK-ENTRY TRANSFER: Account Number: __________ at / / DTC / / MSTC / / PDTC Transaction Code Number: _________________________________ PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the above-described Series 1992 Preferred Stock. Subject to, and effective upon, the acceptance for exchange of the Series 1992 Preferred Stock tendered herewith, the undersigned hereby exchanges, assigns and transfers to,or upon the order of, the Company all right, title and interest in and to such Series 1992 Preferred Stock. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent acts as the agent of the undersigned in connection with the Exchange Offer) to cause the Series 1992 Preferred Stock to be assigned, transferred and exchanged. The undersigned represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Series 1992 Preferred Stock and to acquire Debentures issuable upon the exchange of such tendered Series 1992 Preferred Stock, and that,when the Series 1992 Preferred Stock is accepted for exchange, the Company will acquire good and unencumbered title to the tendered Series 1992 Preferred Stock, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that the undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Series 1992 Preferred Stock or to transfer ownership of such Series 1992 Preferred Stock on the account books maintained by the applicable Book-Entry Transfer Facility. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. The Company has expressly reserved the right to amend or modify the terms of the Exchange Offer in any manner and to withdraw or terminate the Exchange Offer, at any time for any reason, including (without limitation) if fewer than 1,000,000 shares of Series 1992 Preferred Stock are tendered (which condition may be waived by the Company). The undersigned recognizes that as a result of the foregoing, the Company may not be required to exchange any of the Series 1992 Preferred Stock tendered hereby and, in such event, the Series 1992 Preferred Stock not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned. Tendered Series 1992 Preferred Stock may be withdrawn at any time prior to the Expiration Date and, unless accepted for exchange by the Company, may be withdrawn by written notice to the Exchange Agent at any time after 40 business days after the date of the Prospectus. Unless otherwise indicated under "Special Exchange Instructions," certificates for all Debentures delivered in exchange for tendered Series 1992 Preferred Stock and any Series 1992 Preferred Stock delivered herewith but not exchanged shall be registered in the name of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," certificates for all Debentures delivered in exchange for tendered Series 1992 Preferred Stock and any Series 1992 Preferred Stock delivered herewith but not exchanged shall be delivered to the undersigned at the address shown below the signature of the undersigned. If both "Special Exchange Instructions" and "Special Delivery Instructions" are completed, certificates for all Debentures delivered in exchange for tendered Series 1992 Preferred Stock and any Series 1992 Preferred Stock delivered herewith but not exchanged shall be registered in the name of the person indicated and delivered to the address shown in such instructions. - --------------------------------------------------------------- SOLICITED TENDERS (See Instruction 12) The Company will pay to any Soliciting Dealer, as defined in Instruction 12, a solicitation fee of $0.50 per share for each share of Series 1992 Preferred Stock tendered and exchanged pursuant to the Exchange Offer. The tendering Holder represents that the Soliciting Dealer which solicited and obtained this tender is: Name of Firm: _________________________________________________ (Please Print) Name of Individual Broker or Financial Consultant: ____________ _______________________________________________________________ Identification Number (if known): _____________________________ Address: ______________________________________________________ (Include Zip Code) The following to be completed ONLY if customers' shares held in nominee name are tendered. Name of Beneficial Owner Number of Shares Tendered _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ The acceptance of compensation by such Soliciting Dealer will constitute a representation by it that: (i) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations of the Securities and Exchange Commission thereunder, in connection with such solicitation; (ii) it is entitled to such compensation for such solicitation under the terms and conditions of the Exchange Offer; (iii) in soliciting tenders of shares of Series 1992 Preferred Stock it has used no soliciting materials other than those furnished by the Company; and (iv) if it is a foreign broker or dealer not eligible for membership in the National Association of Securities Dealers, Inc. (the "NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in making solicitations. - --------------------------------------------------------------- TENDERING HOLDER(S) SIGN HERE (Complete Accompanying Substitute Form W-9) _______________________________________________________________ _______________________________________________________________ Signature of Holder(s) Dated: _______________, 1995 (Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Series 1992 Preferred Stock or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney- in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person.) See Instruction 3. Name(s): ______________________________________________________ _______________________________________________________________ (Please Print) Capacity (full title): ________________________________________ Address: ______________________________________________________ _______________________________________________________________ (Including Zip Code) Area Code and Telephone No. ___________________________________ Taxpayer Identification No. ___________________________________ GUARANTEE OF SIGNATURE(S) (If Required - See Instruction 3) Authorized Signature: _________________________________________ Name: _________________________________________________________ Title: ________________________________________________________ Address: ______________________________________________________ Name of Firm: _________________________________________________ Area Code and Telephone No. ___________________________________ Dated: _______________, 1995 SPECIAL EXCHANGE INSTRUCTIONS (See Instructions 1, 2, 3, 4 and 11) To be completed ONLY if the Debentures to be exchanged for Series 1992 Preferred Stock, or if certificates for shares of Series 1992 Preferred Stock not tendered or not accepted for exchange, are to be issued or recorded in the name of someone other than the tendering Holder. / / Record beneficial interest in the Debentures by book- entry transfer to: / / Issue certificates for the Debentures to: / / Record beneficial interest in Series 1992 Preferred Stock by book-entry transfer to: / / Issue certificates for the Series 1992 Preferred Stock to: Name(s): ______________________________________________________ (Please Print) Address: ______________________________________________________ _______________________________________________________________ _______________________________________________________________ (Including Zip Code) Taxpayer Identification No. ___________________________________ If recorded by book-entry transfer: Name of Institution: __________________________________________ Account Number: _______________________________________________ at / / DTC / / MSTC / / PDTC SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 11) To be completed ONLY if the Debentures to be exchanged for Series 1992 Preferred Stock, or if certificates for shares of Series 1992 Preferred Stock not tendered or not accepted for exchange, are to be mailed to someone other than the tendering Holder or to the tendering Holder at an address other than that shown below the undersigned's signature. / / Mail Debentures and/or certificates to: Name(s): ______________________________________________________ (Please Print) Address: ______________________________________________________ _______________________________________________________________ _______________________________________________________________ (Including Zip Code) INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. Delivery of This Letter of Transmittal and Certificates. Certificates for all physically delivered Series 1992 Preferred Stock, as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile thereof, and any other documents required by this Letter of Transmittal, or confirmation of any book-entry transfer to the Exchange Agent's account at one of the Book-Entry Transfer Facilities of Series 1992 Preferred Stock tendered by book- entry transfer (together with an Agent's Message or this Letter of Transmittal), must be received by the Exchange Agent at either of its addresses set forth herein prior to the Expiration Date. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE SERIES 1992 PREFERRED STOCK AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE. Holders whose Series 1992 Preferred Stock is not immediately available or who cannot deliver their Series 1992 Preferred Stock and all other required documents to the Exchange Agent prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis may tender their Series 1992 Preferred Stock pursuant to the guaranteed delivery procedure set forth in the Prospectus under "The Exchange Offer - Procedures for Tendering - Guaranteed Delivery." Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution (as defined in Instruction 3); (ii) on or prior to the Expiration Date the Exchange Agent must have received from such Eligible Institution a letter, telegram or facsimile transmission setting forth the name and address of the tendering Holder, the name(s) in which such Series 1992 Preferred Stock is registered and, if possible, the certificate number(s) of the Series 1992 Preferred Stock to be tendered; and (iii) all tendered Series 1992 Preferred Stock as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, or a confirmation of any book-entry transfer of such Series 1992 Preferred Stock into the Exchange Agent's account at one of the Book-Entry Transfer Facilities (together with an Agent's Message or this Letter of Transmittal), must be received by the Exchange Agent within five New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus under the caption "The Exchange Offer - Procedures for Tendering - Guaranteed Delivery." Alternative, conditional, irregular or contingent tenders are subject to rejection. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Series 1992 Preferred Stock for exchange. 2. Partial Tenders; Withdrawals. If less than the entire number of shares of Series 1992 Preferred Stock evidenced by a submitted certificate is tendered, the tendering Holder must fill in the number of shares of Series 1992 Preferred Stock tendered in the box entitled "Number of Shares Tendered." A newly issued certificate for Series 1992 Preferred Stock submitted but not tendered will be sent to such Holder (unless otherwise provided in the appropriate box on this Letter of Transmittal) as soon as practicable after the Expiration Date. All Series 1992 Preferred Stock delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Tenders of Series 1992 Preferred Stock pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date and, unless accepted for exchange by the Company, may be withdrawn at any time after 40 business days after the date of the Prospectus. To be effective, a written notice of withdrawal delivered by mail, hand delivery or facsimile transmission must be timely received by the Exchange Agent. Any such notice of withdrawal must specify (i) the Holder named in the Letter of Transmittal as having tendered Series 1992 Preferred Stock to be withdrawn, (ii) if the Series 1992 Preferred Stock is held in certificated form, the certificate number(s) of the Series 1992 Preferred Stock to be withdrawn, (iii) a statement that such Holder is withdrawing its election to have such Series 1992 Preferred Stock exchanged and (iv) the name of the registered Holder of such Series 1992 Preferred Stock, and must be signed by such Holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Series 1992 Preferred Stock being withdrawn. The Exchange Agent will return properly withdrawn Series 1992 Preferred Stock promptly following receipt of notice of withdrawal. If Series 1992 Preferred Stock has been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at a Book-Entry Transfer Facility to be credited with the withdrawn Series 1992 Preferred Stock and otherwise comply with such Book-Entry Transfer Facility's procedures. All questions as to the validity of notice of withdrawal, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties. Withdrawals of tenders of Series 1992 Preferred Stock may not be rescinded and any Series 1992 Preferred Stock withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. Properly withdrawn Series 1992 Preferred Stock, however, may be retendered by following the procedures therefor at any time prior to the Expiration Date. 3. Signature on This Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered Holder(s) of the Series 1992 Preferred Stock tendered hereby, the signature must correspond with the name(s) as written on the face of the certificate(s) for Series 1992 Preferred Stock, without alteration, enlargement or any change whatsoever. If any of the Series 1992 Preferred Stock tendered hereby is owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If a number of shares of Series 1992 Preferred Stock registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Series 1992 Preferred Stock. When this Letter of Transmittal is signed by the registered Holder or Holders of Series 1992 Preferred Stock listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If this Letter of Transmittal is signed by a person other than the registered Holder(s) of the Series 1992 Preferred Stock listed, such Series 1992 Preferred Stock must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered Holder(s), in either case signed exactly as the name(s) of the registered Holder(s) appear(s) on the Series 1992 Preferred Stock. If this Letter of Transmittal, any certificates for Series 1992 Preferred Stock or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted. Endorsements on certificates for Series 1992 Preferred Stock or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, The New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (any of the foregoing hereinafter referred to as an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Institution, provided the Series 1992 Preferred Stock is tendered (i) by a registered Holder of such Series 1992 Preferred Stock or (ii) for the account of an Eligible Institution. 4. Transfer Taxes. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Series 1992 Preferred Stock pursuant to the Exchange Offer. If, however, certificates representing Debentures, or shares of Series 1992 Preferred Stock not tendered or accepted for exchange, are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder(s) of the Series 1992 Preferred Stock tendered hereby, or if a transfer tax is imposed for any reason other than the transfer and exchange of Series 1992 Preferred Stock pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder(s) or any other person(s)) will be payable by the tendering Holder(s). If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder(s). Except as provided in this Instruction 4, it will not be necessary for transfer tax stamps to be affixed to the certificates for Series 1992 Preferred Stock listed in this Letter of Transmittal. 5. Extensions, Amendments and Termination. The Company expressly reserves the right to amend or modify the terms of the Exchange Offer in any manner and to withdraw or terminate the Exchange Offer and not accept for exchange any Series 1992 Preferred Stock, at any time for any reason, including (without limitation) if fewer than 1,000,000 shares of Series 1992 Preferred Stock are tendered (which condition may be waived by the Company). 6. Mutilated, Lost, Stolen or Destroyed Certificates. Any Holder whose certificates for Series 1992 Preferred Stock have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated below for further instructions. 7. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal and for Notices of Guaranteed Delivery, may be directed to the Exchange Agent at the addresses and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to Georgeson & Company Inc., the Information Agent for the Exchange Offer, at Wall Street Plaza, New York, NY 10005, telephone (800) 223-2064. 8. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of Letters of Transmittal or Series 1992 Preferred Stock will be resolved by the Company, whose determination will be final and binding on all parties. The Company reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance for exchange of which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the tender of any Series 1992 Preferred Stock covered by any Letter of Transmittal. None of the Company, the Exchange Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Company's interpretation of the terms and conditions of the Exchange Offer (including these Instructions) will be final and binding on all parties. 9. Substitute Form W-9. Except as described below under "Important Tax Information," federal income tax laws require each tendering Holder to provide the Company with a correct taxpayer identification number ("TIN") on the Substitute Form W-9 which is provided below, and to indicate whether or not the Holder is subject to backup withholding by crossing out item (2) in Part 2 on the Substitute Form W-9 if the holder is currently subject to backup withholding. Failure to provide the information on the Form or to cross out item (2) in Part 2 of the Form (if applicable) may subject the tendering Holder to 31% federal income tax withholding on payments made to the holder. The box in Part 3 of the Form may be checked if the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and the Holder is not provided with a TIN within sixty (60) days, the Company will withhold 31% on all such payments thereafter until a TIN is provided to the Company. 10. Withholding on Foreign Holders in Connection with the Exchange Offer. United States federal withholding tax generally will be withheld from the gross proceeds payable to a holder that is a non-United States person (a "foreign holder") (including Debentures that such foreign holder would otherwise be entitled to receive) unless such foreign holder provides the Exchange Agent with a Foreign Holder Certification, in form and substance satisfactory to the Company, in which such holder certifies that such holder's exchange of Series 1992 Preferred Stock for Debentures pursuant to the Exchange Offer qualifies as a sale or exchange, rather than as a distribution taxable as a dividend, for federal income tax purposes (as described in "Certain Federal Tax Considerations for Non-United States Persons -- Exchange of Series 1992 Preferred Stock for Debentures" in the Prospectus), and such holder agrees that it will provide additional information to the Company if necessary to demonstrate such qualification and that it will reimburse the Company if it is determined that federal withholding tax was due. The withholding rate is ordinarily 30% unless the foreign holder is eligible for a reduced tax treaty rate with respect to dividend income, in which case withholding will be made at the reduced tax treaty rate, or the foreign holder otherwise establishes to the satisfaction of the withholding agent that such holder is exempt from tax on such exchange (e.g., by certifying to the withholding agent on IRS Form 8709 as to such holder's status as a foreign government). For this purpose, a non-United States person is any person that is not (i) an individual citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or (iii) any estate or trust the income of which is subject to United States federal income taxation regardless of the source of such income. Copies of the Foreign Holder Certification are available from the Exchange Agent. A shareholder's status as a foreign holder and eligibility for a reduced tax treaty rate of withholding will be determined by reference to the shareholder's address and to any outstanding certificates (i.e., Form W-8 or substitute) or statements concerning eligibility for a reduced rate of withholding, unless facts and circumstances indicate that reliance is not warranted. EACH FOREIGN HOLDER SHOULD CONSULT WITH THE HOLDER'S TAX ADVISOR REGARDING THE FOREGOING. A holder that exchanges Series 1992 Preferred Stock for Debentures on behalf of a beneficial owner that is a non-United States person will be responsible for determining whether or not, and what rate of, withholding is required on such exchange and for obtaining any required forms or certifications from such beneficial owner. A foreign holder may be eligible to obtain from the U.S. Internal Revenue Service a refund of any tax withheld if such shareholder meets one of the three tests for sale or exchange treatment described in "Certain Federal Tax Considerations for Non-United States Persons -- Exchange of Series 1992 Preferred Stock for Debentures" in the Prospectus or otherwise is able to establish that no tax (or a reduced amount of tax) was due. 11. Special Exchange and Delivery Instructions. If the Debentures to be exchanged for Series 1992 Preferred Stock, or if certificates for shares of Series 1992 Preferred Stock not tendered or accepted for exchange, are to be issued or recorded in the name of someone other than the tendering Holder, the tendering Holder must fill in the information in the box entitled "Special Exchange Instructions." If the Debentures to be exchanged for Series 1992 Preferred Stock, or if certificates for shares of Series 1992 Preferred Stock not tendered or accepted for exchange, are to be mailed to someone other than the tendering Holder or to the tendering Holder at an address other than that appearing below the tendering Holder's signature, the tendering Holder must fill in the information in the box entitled "Special Delivery Instructions." 12. Solicited Tenders. The Company will pay a solicitation fee of $0.50 per share on any shares of Series 1992 Preferred Stock tendered and accepted for exchange pursuant to the Exchange Offer covered by this Letter of Transmittal that designates, in the box captioned "Solicited Tenders," as having solicited and obtained the tender, the name of (i) any broker or dealer in securities, including the Dealer Managers in their capacity as a dealer or broker, which is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member, or (iii) any bank or trust company (each of which is referred to herein as a "Soliciting Dealer"). No such fee shall be payable to a Soliciting Dealer with respect to the tender of shares by a Holder unless, except in the case of an Agent's Message, the Letter of Transmittal accompanying such tender designates such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a tendering Holder (other than itself). Soliciting Dealers are not entitled to any such fee for any Series 1992 Preferred Stock tendered for their own account. No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Company, the Exchange Agent, the Information Agent or the Dealer Managers for purposes of the Exchange Offer. 13. Definitions. Capitalized terms used in this Letter of Transmittal and not otherwise defined have the meanings given in the Prospectus. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH CERTIFICATES FOR SERIES 1992 PREFERRED STOCK AND ALL OTHER REQUIRED DOCUMENTS) OR CONFIRMATION OF BOOK-ENTRY TRANSFER (TOGETHER WITH AN AGENT'S MESSAGE OR THIS LETTER OF TRANSMITTAL) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. IMPORTANT TAX INFORMATION Under federal income tax laws, a holder whose tendered Series 1992 Preferred Stock is accepted for exchange is required to provide the Company with such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below. If a holder is an individual, the TIN is such holder's social security number. If the Company is not provided with the correct TIN, such holder may be subject to a penalty imposed by the Internal Revenue Service. In addition, payments that are made to such holder with respect to Debentures acquired pursuant to the Exchange Offer may be subject to backup withholding. If backup withholding applies, the Company is required to withhold 31% of all payments made to such holder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding on payments that are made to a holder with respect to Debentures, such holder is required to notify the Company of such holder's correct TIN by completing the Form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such holder is awaiting a TIN) and whether or not (i) such holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified such holder that such holder is no longer subject to backup withholding. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding requirements. A corporation must, however, complete the Substitute Form W-9, including providing its TIN (unless it is a foreign corporation that does not have a TIN) and indicating that it is exempt from backup withholding, in order to establish its exemption from backup withholding. A foreign corporation or individual, or other foreign person, must submit a statement (i.e., Form W-8 or substitute), signed under penalties of perjury, attesting to such person's status as a non-United States person. Such statements can be obtained from the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.
- ----------------------------------------------------------------------------------------------- PAYER'S NAME: THE BANK OF NEW YORK - ----------------------------------------------------------------------------------------------- Substitute Part 1 - PLEASE PROVIDE ____________________________________ Form W-9 YOUR TIN IN THE BOX AT Social Security Number (See Instruction 9) RIGHT AND CERTIFY BY OR Please fill in your SIGNING AND DATING ____________________________________ name and address below BELOW Employer Identification Number ---------------------------------------------------------------- ___________________________ Part 2 - Certification - Under Penalties Name of Perjury, I certify that: Part 3 - (1) The number shown in this form is ___________________________ my correct Taxpayer Identification Address (number and street) Number (or I am waiting for a Awaiting TIN / / number to be issued to be) and ___________________________ (2) I am not subject to backup withholding ------------------ City, State and Zip Code because (a) I am exempt from backup withholding or (b) I have not been Part 4 - Department of the Treasury notified by the Internal Revenue Internal Revenue Service Service ("IRS") that I am subject to withholding as a result of failure to Exempt / / Payer's Request for Taxpayer report all interest or dividends or Identification Number (TIN) (c) the IRS has notified me that I am no longer subject to backup withholding. ---------------------------------------------------------------- Certification Instructions - You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 4 above. SIGNATURE _____________________________ DATE _____________, 1995 - -----------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. - --------------------------------------------------------------- CERTIFICATE OF TAXPAYER AWAITING TIN I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number. _______________________________________________________________ Signature _______________________________________________________________ Date Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 Section references are to the Internal Revenue Code. Purpose of Form. - A person who is required to file an information return with the Internal Revenue Service (the "IRS") must obtain your correct Taxpayer Identification Number ("TIN") to report income paid to you, real estate transactions, mortgage interest you paid, the acquisition or abandonment of secured property or contributions you made to an Individual Retirement Account ("IRA"). Use Form W-9 to furnish your correct TIN to the requester (the person asking you to furnish your TIN) and, when applicable, (1) to certify that the TIN you are furnishing is correct (or that you are waiting for a number to be issued), (2) to certify that you are not subject to backup withholding and (3) to claim exemption from backup withholding if you are an exempt payee. Furnishing your correct TIN and making the appropriate certifications will prevent certain payments from being subject to backup withholding. Note: If a requester gives you a form other than a W-9 to request your TIN, you must use the requester's form. How To Obtain a TIN. - If you do not have a TIN, apply for one immediately. To apply, get Form SS-5, Application for a Social Security Card (for individuals), from your local office of the Social Security Administration, or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), from your local IRS office. To complete Form W-9 if you do not have a TIN, write "Applied for" in the space for the TIN in Part I (or check the box in Part 3 of Substitute Form W-9), sign and date the form, and give it to the requester. Generally, you must obtain a TIN and furnish it to the requester by the time of payment. If the requester does not receive your TIN by the time of payment, backup withholding, if applicable, will begin and continue until you furnish your TIN to the requester. Note: Writing "Applied for" (or checking the box in Part 3 of the Substitute Form W-9) on the form means that you have already applied for a TIN or that you intend to apply for one in the near future. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the requester. What Is Backup Withholding? - Persons making certain payments to you after 1992 are required to withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup withholding." Payments that could be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee compensation and certain payments from fishing boat operators, but do not include real estate transactions. If you give the requester your correct TIN, make the appropriate certifications and report all your taxable interest and dividends on your tax return, your payments will not be subject to backup withholding. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, or 2. The IRS notifies the requester that you furnished an incorrect TIN, or 3. You are notified by the IRS that you are subject to backup withholding because you failed to report all your interest and dividends on your tax return (for reportable interest and dividends only), or 4. You do not certify to the requester that you are not subject to backup withholding under 3 above (for reportable interest and dividend accounts opened after 1983 only), or 5. You do not certify your TIN. This applies only to reportable interest, dividend, broker or barter exchange accounts opened after 1983, or broker accounts considered inactive in 1983. Except as explained in 5 above, other reportable payments are subject to backup withholding only if 1 or 2 above applies. Certain payees and payments are exempt from backup withholding and information reporting. See Payees and Payments Exempt From Backup Withholding, below, and Example Payees and Payments under Specific Instructions, below, if you are an exempt payee. Payees and Payments Exempt From Backup Withholding. - The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators. (1) A corporation. (2) An organization exempt from tax under Section 501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States or any of their political subdivisions or instrumentalities. (5) A foreign government or any of its political subdivisions, agencies or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Securities, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividend and patronage dividends generally not subject to backup withholding include the following: -- Payments to nonresident aliens subject to withholding under section 1441. -- Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident partner. -- Payments of patronage dividends not paid in money. -- Payments made by certain foreign organizations. Payments of interest generally not subject to backup withholding include the following: -- Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct TIN to the payer. -- Payments of tax-exempt interest (including except- interest dividends under section 852). -- Payments described in section 6049(b)(5) to nonresident aliens. -- Payments on tax-free covenant bonds under section 1451. -- Payments made by certain foreign organizations. -- Mortgage interest paid by you. Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations. Penalties Failure To Furnish TIN. - If you fail to furnish your correct TIN to a requester, you will be subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil Penalty for False Information With Respect to Withholding. - If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal Penalty for Falsifying Information. - Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. - If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Name. - If you are an individual, you must generally provide the name shown on your Social Security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, please enter your first name, the last name shown on your Social Security card and your new last name. If you are a sole proprietor, you must furnish your individual name and either your SSN or EIN. You may also enter your business name or "doing business as" name on the business name line. Enter your name(s) as shown on your Social Security card and/or as it was used to apply for your EIN on Form SS-4. Signing the Certification 1. Interest, Dividend, Broker and Barter Exchange Accounts Opened Before 1984 and Broker Accounts Considered Active During 1983. You are required to furnish your correct TIN, but you are not required to sign the certification. 2. Interest, Dividend, Broker, and Barter Exchange Accounts Opened After 1983 and Broker Accounts Considered Inactive During 1983. You must sign the certification or else backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real Estate Transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other Payments. You are required to furnish your correct TIN, but you are not required to sign the certification unless you have been notified of an incorrect TIN. Other payments include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services, payments to a nonemployee for services (including attorney and accounting fees) and payments to certain fishing boat crew members. 5. Mortgage Interest Paid by You, Acquisition or Abandonment of Secured Property or IRA Contributions. You are required to furnish your correct TIN, but you are not required to sign the certification. 6. Exempt Payees and Payments. If you are exempt from backup withholding, you should complete this form to avoid possible erroneous backup withholding. Enter your correct TIN in Part I, write 'EXEMPT" in the block in Part II and sign and date the form. If you are a nonresident alien or foreign entity not subject to backup withholding, give the requester a completed Form W-8, Certificate of Foreign Status. 7. TIN "Applied for." Follow the instructions under How to Obtain a TIN on page 1, and sign and date this form. Signature. - For a joint account, only the person whose TIN is shown in Part I should sign. Privacy Act Notice. - Section 6109 requires you to furnish your correct TIN to persons who must file information returns with the IRS to report interest, dividends and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 31% of taxable interest, dividend and certain other payments to a payee who does not furnish a TIN to a payer. Certain penalties may also apply. What Name and Number To Give the Requester
For this type of account: Give name and SSN of: 1. Individual. . . . . . . . . . . . . . . . . . The individual 2. Two or more individuals (joint account) . . . The actual owner of the account or, if combined funds, the first individual on the account (1) 3. Custodian account of a minor (Uniform Gift to Minors Act). . . . . . . . . . . . . . . . The minor (2) 4. a. The usual revocable savings trust (grantor is also trustee) . . . . . . . . The grantor-trustee (1) b. So-called trust account that is not a legal or valid trust under state law. . . . . . The actual owner (1) 5. Sole proprietorship . . . . . . . . . . . . . The owner (3) For this type of account: Give name and EIN of: 6. Sole proprietorship . . . . . . . . . . . . . The owner (3) 7. A valid trust, estate or pension trust. . . . Legal entity (4) 8. Corporate . . . . . . . . . . . . . . . . . . The corporation 9. Association, club, religious, charitable, educational or other tax-exempt organization. . . . . . . The organization 10. Partnership . . . . . . . . . . . . . . . . . The partnership 11. A broker or registered nominee. . . . . . . . The broker or nominee 12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agriculture program payments. . The public entity _____________ (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's SSN. (3) Show your individual name. You may also enter your business name. You may use your SSN or EIN. (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
EX-99.E 13 EXHIBIT 99(E) Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Salomon Brothers Inc 7 World Trade Center New York, New York 10048 PACIFICORP Tender of All Outstanding $1.98 No Par Serial Preferred Stock, Series 1992 In Exchange for ___% Quarterly Income Debt Securities (QUIDSSM) (Junior Subordinated Deferrable Interest Debentures, Series A, due 2025) - --------------------------------------------------------------- THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY __, 1995, UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE"). - --------------------------------------------------------------- To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: In our capacity as Dealer Managers, we are enclosing the material listed below relating to the offer by PacifiCorp, an Oregon corporation (the "Company"), to exchange up to $125,000,000 aggregate principal amount of its __% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures") for up to all shares of its outstanding $1.98 No Par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock"), upon the terms and subject to the conditions set forth in the Prospectus, dated April __, 1995 (the "Prospectus"), of the Company and in the related Letter of Transmittal (which together constitute the "Exchange Offer"). Exchanges will be effected on the basis of $25 principal amount of Debentures (the minimum permitted denomination) for each share of Series 1992 Preferred Stock (liquidation preference $25 per share) validly tendered and accepted for exchange in the Exchange Offer. The Company has expressly reserved the right to amend or modify the terms of the Exchange Offer in any manner and to withdraw or terminate the Exchange Offer, at any time for any reason, including (without limitation) if fewer than 1,000,000 shares of Series 1992 Preferred Stock are tendered (which condition may be waived by the Company). We are asking you to contact your clients for whom you hold Series 1992 Preferred Stock registered in your name (or in the name of your nominee) or who hold Series 1992 Preferred Stock registered in their own names. Please bring the Exchange Offer to their attention as promptly as possible. The Company will pay a solicitation fee of $0.50 per share of Series 1992 Preferred Stock for any Series 1992 Preferred Stock tendered and accepted for exchange pursuant to the Exchange Offer covered by a Letter of Transmittal that designates, as having solicited and obtained such tender, the name of any of the following persons: (i) any broker or dealer in securities, including either of the Dealer Managers in its capacity as a broker or dealer, which is a member of any national securities exchange or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for membership in the NASD which agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders outside the United States to the same extent as though it were an NASD member or (iii) any bank or trust company (each of which is referred to herein as a "Soliciting Dealer"). No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is required for any reason to transfer the amount of such fee to a tendering holder (other than itself). Soliciting Dealers are not entitled to receive solicitation fees for any Series 1992 Preferred Stock tendered for their own account. No broker, dealer, bank, trust company or fiduciary shall be deemed to be the agent of the Company, the Exchange Agent, the Dealer Managers or the Information Agent for purposes of the Exchange Offer. The Company will also, upon request, reimburse Soliciting Dealers for reasonable and customary handling and mailing expenses incurred by them in forwarding materials relating to the Exchange Offer to their customers. The Company will pay all stock transfer taxes applicable to its purchase of Series 1992 Preferred Stock pursuant to the Exchange Offer, subject to Instruction 4 of the Letter of Transmittal. For your information and for forwarding to your clients, we are enclosing the following documents: 1. The Prospectus. 2. The Letter of Transmittal for your use and for the information of your clients. 3. Exchange Offer questions and answers. 4. A letter to shareholders of the Company from the President and Chief Executive Officer of the Company. 5. The Notice of Guaranteed Delivery to be used to accept the Exchange Offer if the Series 1992 Preferred Stock and all other required documents cannot be delivered to the Exchange Agent by the Expiration Date. 6. A letter which may be sent to your clients for whose accounts you hold Series 1992 Preferred Stock registered in your name or in the name of your nominee, with space for obtaining such clients' instructions with regard to the Exchange Offer. 7. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9, providing information relating to backup federal income tax withholding. 8. A return envelope addressed to The Bank of New York, the Exchange Agent. We urge you to contact your clients as promptly as possible. Please note that the Exchange Offer and any withdrawal rights expire at 5:00 P.M., New York City time, on May __, 1995, unless the Exchange Offer is extended. Neither the Company nor its Board of Directors makes any recommendation to any shareholder as to whether or not to tender for exchange all or any Series 1992 Preferred Stock. Shareholders must make their own decision as to whether to tender Series 1992 Preferred Stock and, if so, how many shares of Series 1992 Preferred Stock to tender. Any questions, requests for assistance or additional copies of the enclosed materials may be directed to Georgeson & Company Inc., the Information Agent, at 1-800-223-2064, or to us, as Dealer Managers, at the respective addresses and telephone numbers set forth on the back cover of the enclosed Prospectus. Very truly yours, GOLDMAN, SACHS & CO. SALOMON BROTHERS INC NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGERS, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. EX-99.F 14 EXHIBIT 99(F) TENDER OF ALL OUTSTANDING $1.98 NO PAR SERIAL PREFERRED STOCK, SERIES 1992 In Exchange for _____% Quarterly Income Debt Securities (QUIDSSM) (Junior Subordinated Deferrable Interest Debentures, Series A, due 2025) of PACIFICORP To Our Clients: PacifiCorp (the "Company") is making an offer to exchange $25 principal amount of its ____% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures") for each share of its $1.98 No Par Serial Preferred Stock, Series 1992 (liquidation preference $25 per share) (the "Series 1992 Preferred Stock"), upon the terms and subject to the conditions set forth in a Prospectus, dated April ___, 1995 (the "Prospectus"), and a related Letter of Transmittal (the "Letter of Transmittal," which together with the Prospectus constitute the "Exchange Offer"). We are enclosing for your review a copy of the Prospectus and the Letter of Transmittal. Please note that the Exchange Offer will expire at 5:00 pm., New York City time, on May ___, 1995, unless the Exchange Offer is extended. The Company expressly reserves the right to (i) amend or modify the terms of the Exchange Offer in any manner and (ii) withdraw or terminate the Exchange Offer and not accept for exchange any Series 1992 Preferred Stock, at any time for any reason, including (without limitation) if fewer than 1,000,000 shares of Series 1992 Preferred Stock are tendered (which condition may be waived by the Company). We are the holder of record of Series 1992 Preferred Stock held by us for your account. A tender of such Series 1992 Preferred Stock can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Series 1992 Preferred Stock held by us for your account. We request instructions on the attached schedule as to whether or not you wish to tender any or all of the Series 1992 Preferred Stock held by us for your account pursuant to the terms and conditions of the Exchange Offer. Very truly yours, INSTRUCTIONS WITH RESPECT TO THE TENDER OF ALL OUTSTANDING $1.98 NO PAR SERIAL PREFERRED STOCK, SERIES 1992 In Exchange for _____% Quarterly Income Debt Securities (QUIDSSM) (Junior Subordinated Deferrable Interest Debentures, Series A, due 2025) of PACIFICORP The undersigned acknowledges receipt of your letter enclosing the Prospectus, dated April ___, 1995, of PacifiCorp and the related Letter of Transmittal relating to the Exchange Offer. This will instruct you to tender the number of shares of Series 1992 Preferred Stock indicated below held by you for the account of the undersigned, pursuant to the terms and subject to the conditions of the Exchange Offer, and confirm that you may make the representations contained in the Letter of Transmittal on behalf of the undersigned. Series 1992 Preferred Stock to be Tendered ------------------------------------------------------ Aggregate Number of Shares of Series 1992 Preferred Stock Held by Number of Shares You for the Account of Series 1992 of the Undersigned Preferred Stock Tendered* ------------------------------------------------------ ------------------------------------------------------ - --------------------------------------------------------------- Signature(s) - --------------------------------------------------------------- Please print name - --------------------------------------------------------------- Date * Unless otherwise indicated, it will be assumed that all of the undersigned's shares of Series 1992 Preferred Stock are to be tendered. EX-99.G 15 EXHIBIT 99(G) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ALL OUTSTANDING $1.98 NO PAR SERIAL PREFERRED STOCK, SERIES 1992 IN EXCHANGE FOR _____% QUARTERLY INCOME DEBT SECURITIES (QUIDS SM) (JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES, SERIES A, DUE 2025) of PACIFICORP Registered holders of outstanding $1.98 No Par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock") of PacifiCorp (the "Company") who wish to tender Series 1992 Preferred Stock in exchange for the Company's _____% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures"), on a basis of $25 principal amount of Debentures for each share of Series 1992 Preferred Stock (liquidation preference $25 per share) accepted for exchange, on the terms and subject to the conditions set forth in the Company's Prospectus, dated April ___, 1995 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of Transmittal") and, in each case, whose Series 1992 Preferred Stock is not immediately available or who cannot deliver their Series 1992 Preferred Stock and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York (the "Exchange Agent") prior to the Expiration Date or comply with book-entry procedures on a timely basis, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mail to the Exchange Agent. See "The Exchange Offer - -- Procedures for Tendering -- Guaranteed Delivery " in the Prospectus. The Exchange Agent for the Exchange Offer is: The Bank of New York By Hand or Overnight Courier: By Mail: The Bank of New York The Bank of New York 101 Barclay Street PO Box 11248 New York, NY 10286 Church Street Station Attention: Tender and Exchange New York, NY 10286 Receive and Deliver Window, Attention: Tender and Exchange Street Level By Facsimile: (For Eligible Institutions Only) (212) 815-6213 Confirm Receipt of Notice of Guaranteed Delivery by Telephone: (800) 507-9357 Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of instructions via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES. Ladies and Gentlemen: The undersigned hereby tenders the number of shares of Series 1992 Preferred Stock indicated below, upon the terms and subject to the conditions contained in the Prospectus, dated April ___, 1995, of PacifiCorp (the "Prospectus"), receipt of which is hereby acknowledged. If the space provided below is inadequate, the Certificate Number(s) and Number of Shares should be listed on a separate signed schedule affixed hereto. DESCRIPTION OF SERIES 1992 PREFERRED STOCK TENDERED - ----------------------------------------------------------------- SERIES 1992 PREFERRED STOCK - ----------------------------------------------------------------- Name and address of registered holder as it Certificate Certificate appears on the Number(s) Number(s) Certificate(s) for of Series of Series Series 1992 Preferred Stock 1992 Preferred 1992 Preferred (Please Print) Stock Tendered* Stock Tendered* - ----------------------------------------------------------------- --------------------------------- --------------------------------- --------------------------------- --------------------------------- --------------------------------- - ----------------------------------------------------------------- * Need not be completed by holders of Series 1992 Preferred Stock tendered by book-entry transfer. ** Unless otherwise indicated, the holder will be deemed to have tendered the full number of shares of Series 1992 Preferred Stock represented by the tendered certificates. THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (Not to be used for signature guarantee) The undersigned, a firm that is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office, branch, agency or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above the certificate(s) representing the Series 1992 Preferred Stock, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within five New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. ______________________________ ______________________________ Name of Firm Authorized Signature ______________________________ ______________________________ Address Title ______________________________ Name:_________________________ Zip Code (Please Type or Print) Area Code and Telephone Number: __________ Dated: _______________________ NOTE: DO NOT SEND CERTIFICATES FOR SERIES 1992 PREFERRED STOCK WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SERIES 1992 PREFERRED STOCK SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. EX-99.H 16 EXHIBIT 99(H) [PacifiCorp Letterhead] April __, 1995 To Holders of $1.98 No Par Serial Preferred Stock, Series 1992: PacifiCorp, an Oregon corporation (the "Company"), is proposing an exchange offer for up to all of its outstanding $1.98 No Par Serial Preferred Stock, Series 1992 (the "Series 1992 Preferred Stock"). The Company is offering (the "Exchange Offer") to exchange its ___% Junior Subordinated Deferrable Interest Debentures, Series A, due 2025 (the "Debentures") for shares of Series 1992 Preferred Stock on the basis of $25 principal amount of Debentures for each share of Series 1992 Preferred Stock validly tendered and accepted for exchange in the Exchange Offer. Shares of Series 1992 Preferred Stock not accepted for exchange will be returned. The Exchange Offer is explained in detail in the enclosed Prospectus and Letter of Transmittal. If you want to tender your shares and participate in the Exchange Offer, the instructions for tendering are also set forth in detail in the enclosed materials. I encourage you to read these materials carefully before making any decision with respect to the Exchange Offer. Neither the Company nor its Board of Directors makes any recommendation to shareholders as to whether or not to tender in the Exchange Offer. Very truly yours, Frederick W. Buckman President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----