<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
_____________
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-5152
______
PACIFICORP
(Exact name of registrant as specified in its charter)
STATE OF OREGON 93-0246090
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 N.E. Multnomah
Suite 1600
Portland, Oregon 97232-4116
(Address of principal executive offices) (Zip code)
503-731-2000
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for at least the past 90 days.
YES X NO
_____ _____
At July 31, 1994, there were 283,128,799 shares of registrant's common stock
outstanding.
<PAGE>
PACIFICORP
Page No.
________
PART I. FINANCIAL INFORMATION 2
Item 1. Financial Statements 2
Condensed Consolidated Statements of Income
and Retained Earnings 2
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 21
Signature 22
- 1 -
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Millions of Dollars, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
__________________ _________________
1994 1993 1994 1993
______ ______ ______ ______
<S> <C> <C> <C> <C>
REVENUES $ 836.1 $ 807.0 $1,701.4 $1,668.0
_______ _______ _______ _______
EXPENSES
Operations 336.1 311.9 678.6 655.6
Maintenance 83.7 78.3 149.3 145.3
Administrative and general 62.2 67.8 122.5 127.8
Depreciation and amortization 112.0 101.2 217.7 198.9
Taxes, other than income taxes 31.8 31.7 63.6 64.8
Financial Services' interest expense 7.7 16.9 17.0 30.5
_______ _______ _______ _______
TOTAL 633.5 607.8 1,248.7 1,222.9
_______ _______ _______ _______
INCOME FROM OPERATIONS 202.6 199.2 452.7 445.1
_______ _______ _______ _______
INTEREST EXPENSE AND OTHER
Interest expense 75.6 88.3 150.7 171.9
Interest capitalized (3.0) (2.6) (7.6) (6.3)
Minority interest and other (7.4) (7.2) (11.6) (13.8)
_______ _______ _______ _______
TOTAL 65.2 78.5 131.5 151.8
_______ _______ _______ _______
Income before income taxes and
cumulative effect of change in
accounting principle 137.4 120.7 321.2 293.3
Income taxes 48.1 28.8 111.4 88.9
_______ _______ _______ _______
INCOME BEFORE CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE 89.3 91.9 209.8 204.4
Cumulative effect of change in
accounting for income taxes - - - 4.0
_______ _______ _______ _______
NET INCOME 89.3 91.9 209.8 208.4
RETAINED EARNINGS BEGINNING OF PERIOD 386.0 242.7 351.3 210.4
Cash dividends declared
Preferred stock (9.9) (9.8) (19.8) (20.0)
Common stock per share: 1994
and 1993/$.27 and $.54 (76.4) (73.6) (152.3) (147.6)
_______ _______ _______ _______
RETAINED EARNINGS END OF PERIOD $ 389.0 $ 251.2 $ 389.0 $ 251.2
_______ _______ _______ _______
_______ _______ _______ _______
EARNINGS ON COMMON STOCK (Net
income less preferred dividend
requirement) $ 79.3 $ 82.2 $ 190.1 $ 188.7
Average number of common shares
outstanding (Thousands) 282,445 272,542 281,950 271,851
EARNINGS PER COMMON SHARE
Before cumulative effect of change
in accounting principle $ .28 $ .30 $ .67 $ .68
Cumulative effect on prior years
of change in accounting for
income taxes - - - .01
_______ _______ _______ _______
TOTAL $ .28 $ .30 $ .67 $ .69
_______ _______ _______ _______
_______ _______ _______ _______
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
- 2 -
<PAGE>
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
ASSETS
<CAPTION>
June 30, December 31,
1994 1993
________ ____________
<S> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Electric $10,305.9 $10,000.6
Telecommunications 1,660.3 1,649.9
Other 63.2 65.8
Accumulated depreciation and amortization (4,025.6) (3,863.5)
________ ________
Net 8,003.8 7,852.8
Construction work in progress 379.2 356.8
________ ________
TOTAL PROPERTY, PLANT AND EQUIPMENT 8,383.0 8,209.6
________ ________
CURRENT ASSETS
Cash and cash equivalents 18.1 31.2
Accounts receivable less allowance
for doubtful accounts: 1994/$7.8
and 1993/$8.2 424.1 451.0
Materials, supplies and fuel stock at
average cost 205.3 203.2
Inventory 68.2 70.1
Finance assets 94.2 118.7
Other 46.3 80.5
________ ________
TOTAL CURRENT ASSETS 856.2 954.7
________ ________
OTHER ASSETS
Investments in and advances to affiliated
companies 269.6 240.5
Cost in excess of net assets of businesses
acquired 172.3 171.1
Regulatory assets - net 995.5 974.9
Finance note receivable 221.4 223.3
Finance assets 515.0 561.4
Real estate investments 202.3 303.7
Deferred charges and other 309.1 319.9
________ ________
TOTAL OTHER ASSETS 2,685.2 2,794.8
________ ________
TOTAL ASSETS $11,924.4 $11,959.1
________ ________
________ ________
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
- 3 -
<PAGE>
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions of Dollars)
(Unaudited)
CAPITALIZATION AND LIABILITIES
<CAPTION>
June 30, December 31,
1994 1993
________ ____________
<S> <C> <C>
COMMON EQUITY
Common shareholder capital
shares authorized 750,000,000;
shares outstanding: 1994/283,030,093
and 1993/281,020,717 $ 2,989.3 $ 2,953.4
Retained earnings 389.0 351.3
Guarantees of Employee Stock Ownership
Plan borrowings (32.9) (42.1)
________ ________
TOTAL COMMON EQUITY 3,345.4 3,262.6
________ ________
PREFERRED STOCK 367.4 367.4
________ ________
PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 219.0 219.0
________ ________
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 3,813.9 3,923.6
________ ________
CURRENT LIABILITIES
Long-term debt and capital lease obligations
currently maturing 164.3 155.6
Notes payable and commercial paper 527.5 553.5
Accounts payable 293.6 360.5
Taxes, interest and dividends payable 272.0 252.5
Customer deposits and other 119.4 121.2
________ ________
TOTAL CURRENT LIABILITIES 1,376.8 1,443.3
________ ________
DEFERRED CREDITS
Income taxes 1,866.7 1,833.3
Investment tax credits 193.6 200.0
Other 637.3 605.7
________ ________
TOTAL DEFERRED CREDITS 2,697.6 2,639.0
________ ________
MINORITY INTEREST 104.3 104.2
________ ________
CONTINGENCIES (See Note 2)
TOTAL CAPITALIZATION AND LIABILITIES $11,924.4 $11,959.1
________ ________
________ ________
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
- 4 -
<PAGE>
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
________________________
1994 1993
______ ______
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income before cumulative effect of
change in accounting principle $ 209.8 $ 204.4
Adjustments to reconcile income before
cumulative effect of change in accounting
principle to net cash provided by
operating activities
Depreciation and amortization 236.8 221.2
Deferred income taxes and investment tax
credits - net 32.1 35.4
Interest capitalized on equity funds (1.5) (2.0)
Minority interest and other 10.1 27.1
Accounts receivable and prepayments 43.5 28.9
Materials, supplies, fuel stock and
inventory (.6) (3.0)
Accounts payable and accrued liabilities (14.6) (26.6)
______ ______
NET CASH PROVIDED BY OPERATING ACTIVITIES 515.6 485.4
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES
Construction (362.9) (303.7)
Proceeds from sales of assets 4.0 385.0
Investment in finance note - (225.0)
Proceeds from sales of finance assets
and principal payments 137.2 81.7
Other (29.2) 21.6
______ ______
NET CASH USED IN INVESTING ACTIVITIES (250.9) (40.4)
______ ______
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
- 5 -
<PAGE>
<TABLE>
PACIFICORP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
(Unaudited)
<CAPTION>
Six Months Ended
June 30,
________________________
1994 1993
______ ______
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Changes in short-term debt (26.0) (38.2)
Proceeds from long-term debt 8.6 154.4
Proceeds from issuance of common stock 34.8 51.5
Dividends paid (171.9) (197.6)
Repayments of long-term debt and capital
lease obligations (99.2) (361.8)
Redemptions of preferred stock - (50.0)
Other (24.1) (20.6)
______ ______
NET CASH USED BY FINANCING ACTIVITIES (277.8) (462.3)
______ ______
DECREASE IN CASH AND CASH EQUIVALENTS (13.1) (17.3)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 31.2 50.2
______ ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18.1 $ 32.9
______ ______
______ ______
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for
Interest $ 191.9 $ 206.4
Income taxes net of refunds 83.6 77.9
<FN>
See accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>
- 6 -
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1994
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial
statements as of June 30, 1994 and for the periods ended June 30, 1994 and
1993, in the opinion of management, include all adjustments, constituting only
normal recording of accruals, necessary for a fair presentation of financial
position, results of operations and cash flows for such periods. A
significant part of the business of PacifiCorp (the "Company") is of a
seasonal nature; therefore, results of operations for the period ended
June 30, 1994 are not necessarily indicative of the results for a full year.
These condensed consolidated financial statements should be read in con-
junction with the financial statements and related notes incorporated by
reference in the Company's 1993 Annual Report on Form 10-K.
The condensed consolidated financial statements of the Company
encompass two businesses primarily of a utility nature -- Electric Operations
(Pacific Power and Utah Power) and an 87%-owned Telecommunications operation
(Pacific Telecom, Inc.); and a wholly owned Financial Services business
(PacifiCorp Financial Services, Inc.). The Company's wholly owned subsidiary,
PacifiCorp Holdings, Inc. ("Holdings"), holds all of its nonelectric utility
investments. Together these businesses are referred to herein as the
Companies. Significant intercompany transactions and balances have been
eliminated.
Investments in and advances to affiliated companies represent
investments in unconsolidated affiliated companies carried on the equity
basis, which approximates the Company's equity in their underlying net book
value.
Certain amounts from the prior period have been reclassified to
conform with the 1994 method of presentation. These reclassifications had no
effect on previously reported consolidated net income.
2. CONTINGENT LIABILITIES
The Company and its subsidiaries are parties to various legal
claims, actions and complaints, certain of which involve material amounts.
Although the Company is unable to predict with certainty whether or not it
will ultimately be successful in these legal proceedings or, if not, what the
impact might be, management presently believes that disposition of these
matters will not have a materially adverse effect on the Company's consoli-
dated results of operations.
The Internal Revenue Service ("IRS") completed its examination of
the Company's federal income tax returns for the years 1983 through 1986. The
Company and the IRS have agreed to a settlement on all of the issues, except
for certain issues relating to the Company's abandonment of its 10% interest
- 7 -
<PAGE>
in Washington Public Power Supply System Unit 3. The Company and the IRS
continue to discuss the remaining unagreed issue.
During 1993, the IRS completed its examination of the Company's
federal income tax returns for 1987 and 1988, and has proposed certain
adjustments increasing taxes by $26 million. The Company has appealed
adjustments totaling more than the net proposed increased tax. Conferences
with the IRS are ongoing in 1994.
In the opinion of management, the outcome of the 1983 through 1988
federal income tax examinations will not have a material effect on the
Company's consolidated financial position or results of operations.
The Company's 1989 and 1990 federal income tax returns are currently
under examination by the IRS.
Several Superfund sites have been identified where the Company has
been or may be designated as a potentially responsible party. Future costs
associated with the disposition of these matters are not expected to be
material to the Company's consolidated results of operations.
- 8 -
<PAGE>
Item 2.
<TABLE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY RESULTS OF OPERATIONS
<CAPTION>
Six Months
Percentage Ended Percentage
Second Quarter Increase/ June 30, Increase/
________________ _______________
1994 1993 (Decrease) 1994 1993 (Decrease)
____ ____ __________ ____ ____ __________
(Dollars in Millions, except per share)
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 836.1 $ 807.0 4% $1,701.4 $1,668.0 2%
_______ ______ _______ _______
Income from operations 202.6 199.2 2 452.7 445.1 2
_______ ______ _______ _______
Net income 89.3 91.9 (3) 209.8 208.4 1
_______ ______ _______ _______
Earnings contribution
on common stock (1)
Electric Operations 56.0 62.2 (10) 145.8 157.0 (7)
Telecommunications 15.2 12.1 26 28.9 23.8 21
Other 8.1 7.9 3 15.4 3.9 *
_______ ______ _______ _______
Earnings before cumulative
effect of change in accounting
principle 79.3 82.2 (4) 190.1 184.7 3
Cumulative effect of change in
accounting for income taxes (2) - - - - 4.0 *
_______ ______ _______ _______
Total $ 79.3 $ 82.2 (4) $ 190.1 $ 188.7 1
_______ ______ _______ _______
_______ ______ _______ _______
Earnings per common share
Before cumulative effect of
change in accounting principle $ .28 $ .30 (7) $ .67 $ .68 (1)
Cumulative effect of change in
accounting for income taxes (2) - - - - .01 *
_______ ______ _______ _______
Total $ .28 $ .30 (7) $ .67 $ .69 (3)
_______ ______ _______ _______
_______ ______ _______ _______
Average number of common shares
outstanding (thousands) 282,445 272,542 4 281,950 271,851 4
<FN>
*Not a meaningful number.
(1) Earnings contribution on common stock by segment: (a) does not reflect
elimination for interest on intercompany borrowing arrangements; (b)
includes income taxes on a separate company basis, with any benefit or
detriment of consolidation reflected in Other; (c) amounts are net of
preferred dividend requirements and minority interest.
(2) Represents the net effect on prior years of the adoption of Statement of
Financial Accounting Standards 109, "Accounting for Income Taxes."
</TABLE>
Comparison of the second quarters of 1994 and 1993.
__________________________________________________
. Earnings contribution on common stock decreased $3 million or 4%.
.. Electric Operations' earnings contribution decreased $6 million or 10%
primarily due to the effects in 1994 of poor hydro conditions in the
region and a higher effective income tax rate.
.. Telecommunications' earnings contribution increased $3 million or 26%
primarily due to decreased interest expense, a gain on the sale of
noncore businesses and a favorable valuation adjustment related to a
lease liability.
- 9 -
<PAGE>
.. The earnings contribution of other businesses remained constant. A
$5 million increase in interest revenue from a note received in
connection with the June 1993 sale of NERCO, Inc. was offset by the
effects of a $3 million gain in 1993 on the disposition of a co-
generation project and a $2 million tax benefit in 1993 resulting from
the resolution of 1985 and 1986 federal audit issues by Financial
Services. In addition, the continued downsizing of Financial Services
led to an $8 million decrease in revenues, offset by a $9 million
decrease in finance interest expense.
. The average number of common shares outstanding rose 4% due to the issuance
of 6 million shares in a September 1993 public offering and issuances under
dividend reinvestment and employee stock ownership plans.
Comparison of the six-month periods ended June 30, 1994 and 1993
________________________________________________________________
. Earnings contribution on common stock before cumulative effect of change in
accounting principle increased $5 million or 3%.
.. Electric Operations' earnings contribution decreased $11 million or 7%
primarily due to the effects in 1994 of a warmer than normal winter
heating season, poor hydro conditions in the region and a higher
effective income tax rate.
.. Telecommunications' earnings contribution increased $5 million or 21%
primarily due to decreased interest expense, gains from the sale of
noncore businesses and increased income from operations.
.. The earnings contribution of other businesses increased $12 million
primarily due to a $12 million increase in interest revenue from the
note received in connection with the June 1993 sale of NERCO, Inc. In
addition, the continued downsizing of Financial Services led to a
$12 million decrease in revenues, offset by a $14 million decrease in
finance interest expense.
. The average number of common shares outstanding rose 4% due to the the same
factors described above.
- 10 -
<PAGE>
<TABLE>
RESULTS OF OPERATIONS
Electric Operations
___________________
<CAPTION>
Six Months
Percentage Ended Percentage
Second Quarter Increase/ June 30, Increase/
________________ _______________
1994 1993 (Decrease) 1994 1993 (Decrease)
____ ____ __________ ____ ____ __________
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C>
Revenues
Residential $145.6 $140.9 3% $ 353.7 $ 351.9 1%
Commercial 134.9 129.3 4 274.3 265.3 3
Industrial 186.2 171.2 9 354.7 334.6 6
Other 7.7 7.5 3 15.1 14.8 2
_____ _____ _______ _______
Retail sales 474.4 448.9 6 997.8 966.6 3
Wholesale sales 123.0 119.6 3 241.7 240.9 -
Other 15.5 8.7 78 27.2 18.4 48
_____ _____ _______ _______
Total 612.9 577.2 6 1,266.7 1,225.9 3
Operating expenses 448.5 408.8 10 891.9 841.2 6
_____ _____ _______ _______
Income from operations 164.4 168.4 (2) 374.8 384.7 (3)
_____ _____ _______ _______
Net income 66.0 71.9 (8) 165.5 176.7 (6)
Preferred dividend requirement 10.0 9.7 3 19.7 19.7 -
_____ _____ _______ _______
Earnings contribution $ 56.0 $ 62.2 (10) $ 145.8 $ 157.0 (7)
_____ _____ _______ _______
_____ _____ _______ _______
Energy sales (millions of kWh)
Residential 2,494 2,484 - 5,976 6,223 (4)
Commercial 2,498 2,373 5 5,065 4,898 3
Industrial 5,258 4,865 8 9,942 9,455 5
Other 152 151 1 305 302 1
_____ _____ _______ _______
Retail sales 10,402 9,873 5 21,288 20,878 2
Wholesale sales 3,414 3,580 (5) 6,951 7,114 (2)
_____ _____ _______ _______
Total 13,816 13,453 3 28,239 27,992 1
______ ______ _______ _______
______ ______ _______ _______
Residential average usage (kWh) 2,183 2,220 (2) 5,238 5,570 (6)
Total customers (end of period) 1,340,174 1,305,639 3 1,340,174 1,305,639 3
</TABLE>
Comparison of the second quarters of 1994 and 1993.
__________________________________________________
. Revenues increased $36 million or 6%.
.. Residential revenues increased $5 million or 3% primarily due to a
$4 million increase resulting from the pass-through of a BPA price
increase that was effective in October 1993.
.. Commercial revenues increased $6 million or 4% primarily due to a 2%
increase in the number of customers and an increase in customer average
usage.
.. Industrial revenues increased $15 million or 9% primarily due to an 8%
increase in kWh volume. Irrigation revenues increased $9 million
primarily due to the effects in 1994 of drier weather. Revenues from
other industrial customers increased $6 million, primarily due to
increased sales to customers in the paper and pulp and oil and gas
industries.
.. Wholesale revenues increased $3 million or 3% while energy sales
declined 5%. Higher prices for firm and secondary market sales
resulted in increased revenues of $6 million and increased volumes sold
under existing and new firm sales contracts added $6 million. The
increases were offset in part by a $9 million decrease resulting from
lower volume sold in the secondary market.
- 11 -
<PAGE>
.. Other revenues increased $7 million or 78% primarily due to increased
rental revenue and revenue from the sale of timber.
. Operating expenses increased $40 million or 10%.
.. Fuel expense increased $12 million or 12% due to a 10% increase in
thermal generation, primarily resulting from a 40% reduction in hydro
generation and increased kWh sold.
.. Purchased power expense increased $15 million or 27% primarily due to
higher prices, a $3 million price increase relating to a BPA peaking
purchase contract and a $2 million decrease in BPA exchange benefits.
.. Maintenance expense increased $5 million or 11% primarily due to
overhaul timing differences at thermal plants.
.. Depreciation and amortization expense increased $5 million or 7%
primarily due to additional plant in service.
. Earnings contribution decreased $6 million or 10%.
.. Income from operations decreased $4 million or 2%.
.. Interest expense decreased $8 million or 10% due to the effect of a
$6 million accrual in 1993 for a possible settlement relating to coal
issues and a $3 million decrease resulting from refinancing long-term
debt during 1993 at lower interest rates, partially offset by the
$2 million effect in 1994 of increased average short-term debt
outstanding at higher rates.
.. Income tax expense increased $11 million or 39% due to reversal of tax
depreciation on vintages previously flowed through to customers of
$5 million, a nonrecurring 1993 tax benefit of $3 million, the 1%
increase in the federal tax rate of $2 million and reduced amortization
of investment tax credits due to extended book lives of $1 million.
Comparison of the six-month periods ended June 30, 1994 and 1993
________________________________________________________________
. Revenues increased $41 million or 3%.
.. Residential revenues increased $2 million or 1% and kWh volume declined
4%. Revenues increased $15 million resulting from the pass-through of
a BPA price increase that was effective in October 1993 and $8 million
due to a 2% increase in the number of customers. These increases were
partially offset by the effects of warmer temperatures during the
winter heating season and nonweather related decreases in customer
average usage in 1994 resulting in revenue declines of $17 million and
$5 million, respectively.
.. Commercial revenues increased $9 million or 3% primarily due to a 2%
increase in the number of customers and an increase in customer average
usage.
.. Industrial revenues increased $20 million or 6% due to a 5% increase in
kWh volume. Sales to irrigation customers increased $9 million
- 12 -
<PAGE>
primarily due to effects of drier weather in 1994. Sales to other
industrial customers, mainly in the paper and pulp industry, increased
$11 million.
.. Wholesale revenues remained constant while kWh volume declined 2%.
Firm contract revenue increased $19 million, $10 million from
additional volume sold and $9 million from price increases. Mild
weather in early 1994 reduced secondary sales volume by 27% and reduced
revenues by $18 million.
.. Other revenues increased $9 million or 48% primarily due to increases
in rental revenue and revenue from the sale of timber.
. Operating expenses increased $51 million or 6%.
.. Fuel expense increased $22 million or 10% due to a 9% increase in
thermal generation primarily resulting from a 21% decrease in hydro
generation and increased kWh sales.
.. Purchased power expense increased $10 million or 7% while kWh volume
declined 22%. Increases in purchased power expense were due to a
decrease in BPA exchange benefits of $13 million, a price increase
relating to a BPA peaking contract of $5 million and volume and price
increases on other firm purchase contracts of $11 million. Partially
offsetting these increases was a $21 million decrease in nonfirm energy
purchases primarily due to a 55% reduction in kWh volume purchased.
.. Maintenance expense increased $6 million or 7% due to start-up costs of
$3 million to bring a furloughed gas plant back on line and the timing
of plant maintenance.
.. Depreciation and amortization expense increased $10 million or 7%
primarily due to additional plant in service.
. Earnings contribution decreased $11 million or 7%.
.. Income from operations decreased $10 million or 3%.
.. Interest expense decreased $9 million or 7% due to a $7 million
decrease resulting from the effect of refinancing long-term debt during
1993 at lower interest rates and the effect of a $6 million accrual in
1993 for a possible settlement relating to coal issues, partially
offset by the $4 million effect of increased average debt outstanding
in 1994.
.. Income tax expense increased $10 million or 12% primarily due to
reversal of tax depreciation on vintages previously flowed through to
customers of $4 million, a nonrecurring 1993 tax benefit of $3 million,
the 1% increase in the federal tax rate of $2 million and reduced
amortization of investment tax credits due to extended book lives of
$1 million.
- 13 -
<PAGE>
<TABLE>
Telecommunications
__________________
<CAPTION>
Six Months
Percentage Ended Percentage
Second Quarter Increase/ June 30, Increase/
________________ _______________
1994 1993 (Decrease) 1994 1993 (Decrease)
____ ____ __________ ____ ____ __________
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C>
Revenues
Local network service $ 23.2 $ 20.0 16% $ 46.2 $ 39.3 18%
Network access service 41.7 44.9 (7) 83.4 89.3 (7)
Long distance network service 64.9 65.8 (1) 125.5 132.2 (5)
Private line service 14.3 17.0 (16) 29.2 33.6 (13)
Sales of cable capacity .4 1.4 (71) 2.6 2.5 4
Other 26.0 24.9 4 49.4 46.9 5
_____ _____ _____ _____
Total 170.5 174.0 (2) 336.3 343.8 (2)
Operating expenses 135.8 139.6 (3) 266.9 277.1 (4)
_____ _____ _____ _____
Income from operations 34.7 34.4 1 69.4 66.7 4
_____ _____ _____ _____
Net Income 17.6 14.0 26 33.4 28.2 18
Minority interest and other 2.4 1.9 26 4.5 4.4 2
_____ _____ _____ _____
Earnings contribution $ 15.2 $ 12.1 26 $ 28.9 $ 23.8 21
_____ _____ _____ _____
_____ _____ _____ _____
Telephone access lines (end
of period) 407,946 386,852 5 407,946 386,852 5
Long lines originating billed
minutes (thousands) 185,958 179,071 4 360,009 347,998 3
</TABLE>
The Federal Communications Commission adopted a final order dated May 24,
1994, relating to the restructuring of the Alaska interstate long distance
marketplace. Pacific Telecom's long lines subsidiary, Alascom, Inc.
("Alascom") filed a petition for review of the final order, but has initiated
implementation of the order. Pacific Telecom received the first of two
$75 million transitional payments in July 1994 from American Telephone and
Telegraph Company ("AT&T"). Alascom's rate base was reduced by $75 million,
which will result in lower revenues and depreciation expense in future
periods.
Comparison of the second quarters of 1994 and 1993.
__________________________________________________
. Revenues decreased $4 million or 2%.
.. Local network service revenues increased $3 million or 16% primarily
due to $2 million of revenue from extended calling area service and the
$1 million revenue effect of access line growth of 5%. The implementa-
tion of extended calling area service routes shift revenues from
network access revenue, long distance revenue and other revenue to
local network service revenue.
.. Network access service revenues decreased $3 million or 7% primarily
due to a $2 million decrease as a result of the shift of extended
calling area service to local exchange companies and lower out-of-
period revenue adjustments of $2 million.
.. Private line service revenues decreased $3 million or 16% as a result
of Pacific Telecom's exit of certain noncore businesses.
- 14 -
<PAGE>
. Operating expenses decreased $4 million or 3%.
.. Administrative and general expense decreased $4 million or 18%
primarily due to reduced corporate support and employee benefit costs.
. Earnings contribution increased $3 million or 26%.
.. Income from operations was virtually unchanged.
.. Interest expense decreased $3 million or 24% as a result of lower
borrowing levels in 1994.
.. Other income increased $4 million primarily due to a $3 million gain on
the sale of noncore businesses and a $1 million valuation adjustment to
a lease liability.
.. Income tax expense increased $3 million or 51% due to higher taxable
income and the effects of a 1% increase in the federal income tax rate
effective in mid-1993.
Comparison of the six-month periods ended June 30, 1994 and 1993
________________________________________________________________
. Revenues decreased $8 million or 2%.
.. Local network service revenues increased $7 million or 18% primarily
due to $4 million of revenue from extended calling area service, the
$2 million effect of 5% access line growth and $1 million as a result
of a rate increase.
.. Network access service revenues decreased $6 million or 7% primarily
due to a $3 million decrease as a result of the shift of extended
calling area service to local exchange companies and lower out-of-
period revenue adjustments of $3 million.
.. Long distance network service revenues decreased $7 million or 5%
primarily due to a $5 million decrease as a result of the exit of an
Alaskan local exchange company from the national access charge pools,
the $3 million revenue effect of recoverable expense reductions and a
$2 million decrease as a result of the shift of extended calling area
service. These decreases were offset in part by increases of
$1 million due to growth in billed minutes of 3% and $1 million
resulting from a higher rate of return.
.. Private line service revenues decreased $4 million or 13% as a result
of Pacific Telecom's exit of certain noncore businesses.
. Operating expenses decreased $10 million or 4%.
.. Operations expense decreased $3 million or 3% primarily due to a
$4 million decrease in access expense related to the exit of the
Alaskan local exchange company from national access charge pools and a
$3 million decrease in long lines leased circuit expense, partially
offset by $3 million of increased cellular expense primarily due to
customer growth.
- 15 -
<PAGE>
.. Maintenance expense decreased $2 million or 4% primarily due to the
sale of noncore businesses.
.. Administrative and general expense decreased $6 million or 15%
primarily due to $5 million of reduced corporate support and employee
benefit costs and diminished activities for noncore businesses.
. Earnings contribution increased $5 million or 21%.
.. Income from operations increased $3 million or 4%.
.. Interest expense decreased $5 million or 22% as a result of lower
borrowing levels in 1994.
.. Other income increased $4 million primarily due to a $3 million gain on
the sale of noncore businesses and a $1 million valuation adjustment to
a lease liability.
.. Income tax expense increased $5 million or 43% due to higher taxable
income and the effects of a 1% increase in the federal income tax rate
effective in mid-1993.
- 16 -
<PAGE>
FINANCIAL CONDITION -
For the six months ended June 30, 1994:
Net cash flows of $516 million were provided by operating activities
during the period. Uses for cash were: $363 million for construction program
expenditures and $172 million for dividends.
During the period, the Company issued 2,009,376 shares of its common
stock under the Dividend Reinvestment and Employee Stock Purchase Plans.
At June 30, 1994, the Company had $421 million of commercial paper
and bank borrowings outstanding at an average weighted rate of 4.48%. These
borrowings are supported by a $500 million revolving credit agreement. At
June 30, 1994, the consolidated subsidiaries had access to $811 million of
short-term funds through committed bank revolving credit agreements.
Subsidiaries had $50 million of commercial paper outstanding at June 30, 1994,
as well as borrowings of $117 million under bank revolving credit facilities.
At June 30, 1994, subsidiaries had $57 million of short-term debt classified
as long-term debt as they have the intent and ability to support short-term
borrowings through the various revolving credit facilities on a long-term
basis. The Company and its subsidiaries have intercompany borrowing
arrangements providing for loans of funds between parties at short-term market
rates.
In May 1994, Standard & Poor's Corporation raised the ratings on
Holdings' senior unsecured long-term debt to BBB- from BB+ and short-term debt
to A3 from B. This action will reduce fees payable under Holdings' credit
agreement.
In July 1994, Moody's Investors Service, Inc. lowered the ratings on
Pacific Telecom's senior unsecured medium-term notes to Baa1 from A3.
Pacific Telecom has definitive agreements with US West Communi-
cations, Inc. to purchase local telephone properties in Colorado for
approximately $207 million and similar properties in Oregon and Washington for
approximately $182 million. The Colorado Public Utilities Commission order
approving the acquisition of the Colorado properties with conditions became
final in June 1994. Pacific Telecom expects to close the transaction in late
1994. Completion of the transaction relating to the Oregon and Washington
properties is dependent on corporate, regulatory and governmental approvals,
receipt of which is expected to occur prior to the end of 1995. Pacific
Telecom expects to fund these acquisitions through the issuance of external
debt and internally generated funds.
On July 8, 1994, Pacific Telecom's subsidiary, Alascom, received the
first of two $75 million transitional payments from AT&T. Pacific Telecom is
treating these payments as a taxable event in the year received. However, a
letter ruling from the IRS will be sought to clarify the proper tax treatment.
The funds have been invested on a temporary basis and will be redeployed in
Pacific Telecom's local exchange acquisition program. See Item 2. Results of
Operations - Telecommunications on page 14.
- 17 -
<PAGE>
The Company believes that its existing and available capital
resources are sufficient to meet working capital, dividend and the majority of
construction needs in 1994.
______________________________________________________________________________
The condensed consolidated financial statements as of June 30, 1994
and for the three- and six-month periods then ended have been reviewed by
Deloitte & Touche, independent accountants, in accordance with standards
established by the American Institute of Certified Public Accountants. A copy
of their report is included herein.
- 18 -
<PAGE>
Deloitte & Touche
_________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
111 SW Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
INDEPENDENT ACCOUNTANTS' REPORT
_______________________________
PacifiCorp:
We have reviewed the accompanying condensed consolidated balance sheet of
PacifiCorp and subsidiaries as of June 30, 1994, and the related condensed
consolidated statements of income and retained earnings for the three- and
six-month periods ended June 30, 1994 and 1993 and of cash flows for the six-
month periods ended June 30, 1994 and 1993. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and of making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of PacifiCorp and subsidiaries as of
December 31, 1993, and the related consolidated statements of income and
retained earnings and of cash flows for the year then ended (not presented
herein); and in our report dated February 18, 1994 (which contains a paragraph
describing the Company's change of accounting in 1993 for income taxes and
other postretirement benefits), we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of December 31,
1993 is fairly stated, in all material respects, in relation to the consoli-
dated balance sheet from which it has been derived.
DELOITTE & TOUCHE
August 11, 1994
- 19 -
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
______ ___________________________________________________
At the Company's annual meeting of shareholders on May 11, 1994, the
shareholders approved the 1993 Restatement of the PacifiCorp Long-
Term Incentive Plan. Votes cast in relationship to this matter are
summarized as follows:
Against Or Abstentions And
For Withheld Broker Non-votes
___ __________ ________________
202,112,674 29,323,582 6,215,569
The shareholders also ratified the appointment of Deloitte & Touche
to serve as independent auditors of the Company for the year 1994.
Votes cast in relation to this matter are summarized as follows:
Against Or Abstentions And
For Withheld Broker Non-votes
___ __________ ________________
232,495,294 2,260,913 2,895,618
The shareholders also elected four Class I Directors, each for terms
expiring at the 1997 Annual Meeting and one Class III Director for a
term expiring at the 1996 Annual Meeting. Votes cast in relation to
this matter are summarized as follows:
Against Or Abstentions And
For Withheld Broker Non-votes
___ __________ ________________
Class I
C. Todd Conover 232,177,273 5,474,552 -
John C. Hampton 231,981,302 5,670,523 -
Nolan E. Karras 231,983,273 5,668,552 -
Keith R. McKennon 232,276,589 5,375,236 -
Class III
Frederick W. Buckman 232,227,308 5,424,517 -
The Directors whose terms continued and the years their terms expire
are as follows:
C. M. Bishop, Jr. (Class III, 1996); Richard C. Edgley (Class II,
1995); A. M. Gleason (Class II, 1995); Stanley K. Hathaway (Class
II, 1995); Don M. Wheeler (Class III, 1996); Nancy Wilgenbusch
(Class III, 1996).
- 20 -
<PAGE>
Item 5. Other Information
______ _________________
On August 10, 1994, the Company and IBEW Local 125 came to a
tentative agreement in negotiations of a labor contract. The
current contract will be extended through August 26, 1994. The
Company anticipates the union members will vote on the proposed
contract before that date. The contract covers approximately 650
employees in central and northern Oregon, Washington and Sandpoint,
Idaho. If the proposed contract is not approved, a strike with
resulting disruption of operations is possible.
Item 6. Exhibits and Reports on Form 8-K
______ ________________________________
(a) Exhibits.
Exhibit 4(a): Ninth Supplemental Indenture dated as of June 1, 1994
to the Mortgage and Deed of Trust dated as of January 9, 1989
between the Company and Morgan Guaranty Trust Company of New York,
Trustee.
Exhibit 4(b): Fifty-second Supplemental Indenture dated as of
June 1, 1994 to the Mortgage and Deed of Trust dated as of July 1,
1947 between Pacific Power & Light Company and Guaranty Trust
Company of New York (Morgan Guaranty Trust Company of New York,
successor) and Oliver R. Brooks, et al. (resigned), Trustees.
Exhibit 4(c): Fifty-fourth Supplemental Indenture dated as of
June 1, 1994 to the Mortgage and Deed of Trust dated as of Decem-
ber 1, 1943 between Utah Power & Light Company and Guaranty Trust
Company of New York (Morgan Guaranty Trust Company of New York,
successor) and Arthur E. Burke, et al. (resigned), Trustees.
Exhibit 12: Statement of Computation of Ratio of Earnings to Fixed
Charges.
Exhibit 15: Letter re unaudited interim financial information of
awareness of incorporation by reference.
(b) Reports on Form 8-K.
On Form 8-K dated May 24, 1994, under "Item 5. Other Events," the
Company reported an announcement by Pacific Telecom, Inc. that the
Federal Communications Commission had released a written order which
adopted a modified version of the Final Recommended Decision
proposed last October by the Federal-State Alaska Joint Board to
restructure the Alaska interstate telecommunications market. In
addition, the Company filed its news release issued on May 27, 1994,
concerning realignment of senior officer responsibilities.
- 21 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFICORP
Date August 12, 1994 By /s/Daniel L. Spalding
________________________ ___________________________________
Daniel L. Spalding
Senior Vice President
(Chief Accounting Officer)
- 22 -
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
_______ ___________ ____
4(a) Ninth Supplemental Indenture dated as of
June 1, 1994
4(b) Fifty-second Supplemental Indenture dated
as of June 1, 1994
4(c) Fifty-fourth Supplemental Indenture dated
as of June 1, 1994
12 Statements of Computation of Ratio of Earnings
to Fixed Charges
15 Deloitte & Touche Audit Opinion
<PAGE>
EXHIBIT 4(a)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PACIFICORP
(AN OREGON CORPORATION)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(A NEW YORK CORPORATION)
AS TRUSTEE UNDER PACIFICORP'S
MORTGAGE AND DEED OF TRUST,
DATED AS OF JANUARY 9, 1989
---------------------
NINTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1994
---------------------
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
NINTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the first day of June, 1994, made and entered
into by and between PacifiCorp, a corporation of the State of Oregon, whose
address is 700 NE Multnomah, Portland, Oregon 97232 (hereinafter sometimes
called the "Company"), and Morgan Guaranty Trust Company of New York, a New York
corporation, whose address is 60 Wall Street, New York, New York 10260 (the
"Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as of January
9, 1989, as heretofore amended and supplemented (hereinafter called the
"Mortgage"), is executed and delivered by PacifiCorp to secure the payment of
bonds issued or to be issued under and in accordance with the provisions of the
Mortgage, this indenture (hereinafter called the "Ninth Supplemental Indenture")
being supplemental thereto.
WHEREAS, the Mortgage was or is to be recorded in the official records of
the States of Arizona, California, Colorado, Idaho, Montana, New Mexico, Oregon,
Utah, Washington and Wyoming and various counties within such states, which
counties include or will include all counties in which this Ninth Supplemental
Indenture is to be recorded; and
WHEREAS, by the Mortgage the Company covenanted that it would execute and
deliver such supplemental indenture or indentures and such further instruments
and do such further acts as might be necessary or proper to carry out more
effectually the purposes of the Mortgage and to make subject to the Lien of the
Mortgage any property thereafter acquired, made or constructed and intended to
be subject to the Lien thereof; and
WHEREAS, in addition to the property described in the Mortgage, the Company
has acquired certain other property, rights and interests in property; and
<PAGE>
2
WHEREAS, the Company executed, delivered, recorded and filed Supplemental
Indentures as follows:
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
First March 31, 1989
Second December 29, 1989
Third March 31, 1991
Fourth December 31, 1991
Fifth March 15, 1992
Sixth July 31, 1992
Seventh March 15, 1993
Eighth November 1, 1993;
</TABLE>
and
WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, bonds entitled and designated First Mortgage and
Collateral Trust Bonds, of the series and in the principal amounts as follows:
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
SERIES DUE DATE ISSUED OUTSTANDING
------------------------- ----------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
First -- 10.45% 1/9/90 $ 500,000 0
Second -- Medium-Term Notes, Series various 250,000,000 $ 250,000,000
A
Third -- Medium-Term Notes, Series various 200,000,000 175,000,000
B
Fourth -- Medium-Term Notes, Series various 300,000,000 289,428,781
C
Fifth -- Medium-Term Notes, Series various 250,000,000 250,000,000
D
Sixth -- C-U various 250,432,000 236,471,000
Seventh -- Medium-Term Notes, Series various 500,000,000 500,000,000
E
Eighth -- 6 3/4% 4/1/2005 150,000,000 150,000,000
Ninth -- Medium-Term Notes, Series various 480,000,000 480,000,000
F
Tenth -- E-L various 71,200,000 71,200,000;
</TABLE>
and
<PAGE>
3
WHEREAS, Section 2.03 of the Mortgage provides that the form or forms, terms
and conditions of and other matters not inconsistent with the provisions of the
Mortgage, in connection with each series of bonds (other than the First Series)
issued thereunder, shall be established in or pursuant to one or more
Resolutions and/or shall be established in one or more indentures supplemental
to the Mortgage, prior to the initial issuance of bonds of such series; and
WHEREAS, Section 22.04 of the Mortgage provides, among other things, that
any power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole
or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company
may enter into any further covenants, limitations, restrictions or provisions
for the benefit of any one or more series of bonds issued thereunder and provide
that a breach thereof shall be equivalent to a Default under the Mortgage, or
the Company may cure any ambiguity contained therein, or in any supplemental
indenture, or may (in lieu of establishment in or pursuant to Resolution in
accordance with Section 2.03 of the Mortgage) establish the forms, terms and
provisions of any series of bonds other than said First Series, by an instrument
in writing executed by the Company; and
WHEREAS, the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 22.04 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage certain other covenants and
agreements to be observed by it; and
WHEREAS, the execution and delivery by the Company of this Ninth
Supplemental Indenture, and the terms of the bonds of the Eleventh Series
hereinafter referred to, have been duly authorized by the Board of Directors in
or pursuant to appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That PACIFICORP, an Oregon corporation, in consideration of the premises and
of good and valuable consideration to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the
<PAGE>
4
receipt and sufficiency whereof is hereby acknowledged, and in order to secure
the payment of both the principal of and interest and premium, if any, on the
bonds from time to time issued under the Mortgage, according to their tenor and
effect and the performance of all provisions of the Mortgage (including any
instruments supplemental thereto and any modification made as in the Mortgage
provided) and of such bonds, and to confirm the Lien of the Mortgage on certain
after-acquired property, hereby mortgages, pledges and grants a security
interest in (subject, however, to Excepted Encumbrances as defined in Section
1.06 of the Mortgage), unto Morgan Guaranty Trust Company of New York, as
Trustee, and to its successor or successors in said trust, and to said Trustee
and its successors and assigns forever, all properties of the Company real,
personal and mixed acquired by the Company after the date of the Mortgage,
subject to the provisions of Section 18.03 of the Mortgage, of any kind or
nature (except any herein or in the Mortgage expressly excepted) now owned or,
subject to the provisions of Section 18.03 of the Mortgage, hereafter acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) and wheresoever situated, including the properties
described in Articles IV and V hereof, and including (without limitation) all
real estate, lands, easements, servitudes, licenses, permits, franchises,
privileges, rights of way and other rights in or relating to real estate or the
occupancy of the same; all power sites, flowage rights, water rights, water
locations, water appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or
means for appropriating, conveying, storing and supplying water; all rights of
way and roads; all plants for the generation of electricity and other forms of
energy (whether now known or hereafter developed) by steam, water, sunlight,
chemical processes and/or (without limitation) all other sources of power
(whether now known or hereafter developed); all power houses, gas plants, street
lighting systems, standards and other equipment incidental thereto; all
telephone, radio, television and other communications, image and data
transmission systems, air-conditioning systems and equipment incidental thereto,
water wheels, water works, water systems, steam and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks, ice
or refrigeration plants and equipment,
<PAGE>
5
offices, buildings and other structures and the equipment thereof; all
machinery, engines, boilers, dynamos, turbines, electric, gas and other
machines, prime movers, regulators, meters, transformers, generators (including,
but not limited to, engine-driven generators and turbogenerator units), motors,
electrical, gas and mechanical appliances, conduits, cables, water, steam, gas
or other pipes, gas mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, towers, overhead conductors and
devices, underground conduits, underground conductors and devices, wires,
cables, tools, implements, apparatus, storage battery equipment and all other
fixtures and personalty; all municipal and other franchises, consents or
permits; all lines for the transmission and distribution of electric current and
other forms of energy, gas, steam, water or communications, images and data for
any purpose including towers, poles, wires, cables, pipes, conduits, ducts and
all apparatus for use in connection therewith and (except as herein or in the
Mortgage expressly excepted) all the right, title and interest of the Company in
and to all other property of any kind or nature appertaining to and/or used
and/or occupied and/or enjoyed in connection with any property hereinbefore
described;
TOGETHER WITH all and singular the tenements, hereditaments, prescriptions,
servitudes and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and reversions,
remainder and remainders and (subject to the provisions of Section 13.01 of the
Mortgage) the tolls, rents, revenues, issues, earnings, income, product and
profits thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and every part
and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 18.03 of the Mortgage, all the property, rights and franchises acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) after the date hereof, except any herein or in the
Mortgage expressly excepted, shall be and are as fully mortgaged and pledged
hereby and as fully embraced within the Lien of
<PAGE>
6
the Mortgage as if such property, rights and franchises were now owned by the
Company and were specifically described herein or in the Mortgage and mortgaged
hereby or thereby.
PROVIDED THAT the following are not and are not intended to be now or
hereafter mortgaged or pledged hereunder, nor is a security interest therein
hereby granted or intended to be granted, and the same are hereby expressly
excepted from the Lien and operation of the Mortgage, namely: (1) cash, shares
of stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, apparatus, materials or
supplies held for the purpose of sale or other disposition in the usual course
of business or for the purpose of repairing or replacing (in whole or part) any
rolling stock, buses, motor coaches, automobiles or other vehicles or aircraft
or boats, ships or other vessels, and any fuel, oil and similar materials and
supplies consumable in the operation of any of the properties of the Company;
rolling stock, buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all crops (both growing and
harvested), timber (both growing and harvested), minerals (both in place and
severed), and mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general intangibles and
choses in action, and all contracts, leases and operating agreements not
specifically pledged under the Mortgage or covenanted so to be; (4) the last day
of the term of any lease or leasehold which may be or become subject to the Lien
of the Mortgage; (5) electric energy, gas, water, steam, ice and other
materials, forms of energy or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the ordinary course of
its business; (6) any natural gas wells or natural gas leases or natural gas
transportation lines or other works or property used primarily and principally
in the production of natural gas or its transportation, primarily for the
purpose of sale to natural gas customers or to a natural gas distribution or
pipeline company, up to the point of connection with any distribution system;
(7) the Company's franchise to be a corporation; (8) any interest (as lessee,
owner or otherwise) in the Wyodak Facility, including, without limitation, any
equipment, parts, improvements, substitutions, replacements or other
<PAGE>
7
property relating thereto; (9) all properties that PacifiCorp, a Maine
corporation, and/or Utah Power & Light Company, a Utah corporation, had
contracted to dispose of and that had been released from the liens of the
Pacific Mortgage and the Utah Mortgage, respectively, prior to January 9, 1989,
but title to which properties had not passed to the grantee(s) thereof as of
said date; and (10) any property heretofore released pursuant to any provision
of the Mortgage and not heretofore disposed of by the Company; provided,
however, that the property and rights expressly excepted from the Lien and
operation of the Mortgage in the above subdivisions (2) and (3) shall (to the
extent permitted by law) cease to be so excepted in the event and as of the date
that the Trustee or a receiver for the Trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner provided in
Article XV of the Mortgage by reason of the occurrence of a Default;
AND PROVIDED FURTHER, that as to any property of the Company that, pursuant
to the after-acquired property provisions thereof, is now or hereafter becomes
subject to the lien of a mortgage, deed of trust or similar indenture that is
now or may in accordance with the Mortgage hereafter become designated as a
Class "A" Mortgage, the Lien hereof shall at all times be junior and subordinate
to the lien of such Class "A" Mortgage;
TO HAVE AND TO HOLD all such properties, real, personal and mixed, mortgaged
and pledged, or in which a security interest has been granted by the Company as
aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as
defined in Section 1.06 of the Mortgage), unto Morgan Guaranty Trust Company of
New York, as Trustee, and its successors and assigns forever;
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts
and conditions and subject to and with the same provisos and covenants as are
set forth in the Mortgage, this Ninth Supplemental Indenture being supplemental
to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall affect and
apply to the property hereinbefore described and conveyed, and to the estates,
rights, obligations and duties of the Company
<PAGE>
8
and the Trustee and the beneficiaries of the trust with respect to said
property, and to the Trustee and its successor or successors in the trust, in
the same manner and with the same effect as if the said property had been owned
by the Company at the time of the execution of the Mortgage, and had been
specifically and at length described in and conveyed to said Trustee by the
Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its
successor or successors in such trust under the Mortgage, as follows:
ARTICLE I
ELEVENTH SERIES OF BONDS
SECTION 1.01. There shall be a series of bonds designated "Secured
Medium-Term Notes, Series G" (herein sometimes referred to as the Eleventh
Series), each of which shall also bear the descriptive title "First Mortgage and
Collateral Trust Bond," and the form thereof, which shall be established by or
pursuant to a Resolution, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified.
(I) Bonds of the Eleventh Series shall mature on such date or dates not
less than nine months nor more than 100 years from the date of issue as shall be
set forth in or determined in accordance with a Resolution filed with the
Trustee and shall be issued as fully registered bonds in the denomination of Two
Thousand Dollars and, at the option of the Company, of any multiple or multiples
of Two Thousand Dollars (the exercise of such option to be evidenced by the
execution and delivery thereof).
The Company reserves the right to establish, at any time, by or pursuant to
a Resolution filed with the Trustee, a form of coupon bond, and of appurtenant
coupons, for the Eleventh Series and to provide for exchangeability of such
coupon bonds with the bonds of the Eleventh Series issued hereunder in full
registered form and to make all appropriate provisions for such purpose.
<PAGE>
9
(II) Bonds of the Eleventh Series shall bear interest at such rate or rates
(which may either be fixed or variable), payable on such dates, and have such
other terms and provisions not inconsistent with the Mortgage as may be set
forth in or determined in accordance with a Resolution filed with the Trustee.
Bonds of the Eleventh Series shall be dated and shall accrue interest as
provided in Section 2.06 of the Mortgage.
Interest payable on any bond of the Eleventh Series and punctually paid or
duly provided for on any interest payment date for such bond will be paid to the
person in whose name the bond is registered at the close of business on the
Record Date (as hereinafter specified) for such bond next preceding such
interest payment date; provided, however, that the first payment of interest on
any bond with an Issue Date (as hereinafter specified) between a Record Date and
an interest payment date or on an interest payment date will be made on the
interest payment date following the next succeeding Record Date to the
registered owner on such next Record Date (unless the Company elects, in its
sole discretion, to pay such interest on the first interest payment date after
the Issue Date, in which case such interest will be paid to the person in whose
name the bond is originally issued), provided, further, that interest payable at
maturity or upon earlier redemption will be payable to the person to whom
principal shall be payable. The "Record Date" with respect to bonds of the
Eleventh Series of a designated interest rate and maturity shall be determined
by or in accordance with a Resolution filed with the Trustee. "Issue Date" with
respect to bonds of the Eleventh Series of a designated interest rate and
maturity shall mean the date of first authentication of bonds of such designated
interest rate and maturity.
Any interest on any bond of the Eleventh Series which is payable but is not
punctually paid or duly provided for, on any interest payment date for such bond
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered owner on the relevant Record Date for the payment of such interest
solely by virtue of such owner having been such owner; and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in subsection (i) or (ii) below:
(i) The Company may elect to make payment of any Defaulted Interest on
the bonds of the Eleventh Series to the persons in whose
<PAGE>
10
names such bonds are registered at the close of business on a Special Record
Date (as hereinafter defined) for the payment of such Defaulted Interest,
which shall be fixed in the following manner: The Company shall, at least 30
days prior to the proposed date of payment, notify the Trustee in writing
(signed by an Authorized Financial Officer of the Company) of the amount of
Defaulted Interest proposed to be paid on each bond of the Eleventh Series
and the date of the proposed payment (which date shall be such as will
enable the Trustee to comply with the next sentence hereof), 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 on or 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 subsection provided and not to be deemed
part of the Mortgaged and Pledged Property. Thereupon, the Trustee shall fix
a record date (herein referred to as a "Special Record Date") for the
payment of such Defaulted Interest which date shall be not 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
registered owner of a bond of the Eleventh Series at his address as it
appears in the bond register 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 the bonds of
the Eleventh Series are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following
subsection (ii).
(ii) The Company may make payment of any Defaulted Interest on the bonds
of the Eleventh Series in any other lawful manner
<PAGE>
11
not inconsistent with the requirements of any securities exchange on which
such bonds 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 subsection, such payment shall be deemed
practicable by the Trustee.
Subject to the foregoing provisions of this Section, each bond of the
Eleventh Series delivered under the Mortgage upon transfer of or in exchange for
or in lieu of any other bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other bond and each such bond
shall bear interest from such date, that neither gain nor loss in interest shall
result from such transfer, exchange or substitution.
(III) The principal of and interest on each bond of the Eleventh Series shall
be payable at the office or agency of the Company in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for public and private debts or in
such other currency or currency unit as shall be determined by or in accordance
with a Resolution filed with the Trustee.
(IV) Each bond of the Eleventh Series may be redeemable prior to maturity at
the option of the Company, as determined by or in accordance with a Resolution
filed with the Trustee. The Company may redeem any of the bonds of the Eleventh
Series which are redeemable and remain outstanding either in whole or from time
to time in part, upon not less than 30 nor more than 60 days' notice in
accordance with Section 12.02 of the Mortgage.
(V) Each bond of the Eleventh Series may be subject to the obligation of the
Company to prepay or purchase such bond at the option of the holder thereof, as
determined by or in accordance with a Resolution filed with the Trustee.
(VI) Each bond of the Eleventh Series may have such other terms as are not
inconsistent with Section 2.03 of the Mortgage and as may be determined by or in
accordance with a Resolution filed with the Trustee.
<PAGE>
12
(VII) At the option of the registered owner, any bonds of the Eleventh Series,
upon surrender thereof for cancellation at the office or agency of the Company
in the Borough of Manhattan, The City of New York, shall be exchangeable for a
like aggregate principal amount of bonds of the same series of other authorized
denominations.
(VIII) Bonds of the Eleventh Series shall be transferable, subject to any
restrictions thereon set forth in any such bond of the Eleventh Series, upon the
surrender thereof for cancellation, together with a written instrument of
transfer in form approved by the registrar duly executed by the registered owner
or by his duly authorized attorney, at the office or agency of the Company in
the Borough of Manhattan, The City of New York. Upon any transfer or exchange of
bonds of the Eleventh Series, the Company may make a charge therefor sufficient
to reimburse it for any tax or taxes or other governmental charge, as provided
in Section 2.08 of the Mortgage, but the Company hereby waives any right to make
a charge in addition thereto for any exchange or transfer of bonds of the
Eleventh Series.
(IX) After the execution and delivery of this Ninth Supplemental Indenture
and upon compliance with the applicable provisions of the Mortgage and this
Ninth Supplemental Indenture, it is contemplated that there shall be issued from
time to time bonds of the Eleventh Series in an aggregate principal amount not
to exceed Five Hundred Million Dollars ($500,000,000). Bonds of the Eleventh
Series shall be issued pro rata on the basis of Class "A" Bonds of the
Fifty-seventh Series, designated "First Mortgage Bond Medium-Term Notes, Series
G," issued under each of the Utah Mortgage and the Pacific Mortgage and
delivered to the Trustee. The claim of the registered owner of any such Class
"A" Bond shall be limited to the principal amount of the bonds of the Eleventh
Series issued and Outstanding on the basis of such Class "A" Bond.
(X) Upon receipt by the Trustee from time to time of a written request or
requests (stating that the Trustee holds an aggregate principal amount of Class
"A" Bonds of the Fifty-seventh Series, designated "First Mortgage Bond
Medium-Term Notes, Series G," issued under the Utah Mortgage and the Pacific
Mortgage which exceeds the principal amount of bonds of the Eleventh Series then
Outstanding and stating the amount
<PAGE>
13
of such excess and the principal amount of any such Class "A" Bonds to be
cancelled) executed by an Authorized Executive Officer of the Company, the
Trustee shall return to the corporate trustee under the Utah Mortgage or
corporate trustee under the Pacific Mortgage, as the case may be, for
cancellation, a principal amount of Class "A" Bonds issued in the name of and
held by the Trustee with respect to bonds of the Eleventh Series not to exceed
the excess of the principal amount of such Class "A" Bonds then so held over the
principal amount of bonds of the Eleventh Series then Outstanding. Upon
cancellation of any such principal amount of Class "A" Bonds, the Trustee shall
receive from the corporate trustee under the Utah Mortgage or corporate trustee
under the Pacific Mortgage, as the case may be, a Class "A" Bond in the
principal amount not so cancelled.
(XI) The Trustee shall, within 30 days after any due date for the payment of
interest or principal on bonds of the Eleventh Series, with respect to which due
date full payment has not been made, notify in writing (signed by the President,
a Vice President, an Assistant Vice President or a Trust Officer) the corporate
trustees under each of the Utah Mortgage and Pacific Mortgage that interest or
principal due and payable on such bonds has not been fully paid and the amount
of funds required to make such payment. If after such notice is given, the
Company cures the nonpayment within the cure period permitted in the Mortgage,
the Trustee shall, as soon as practicable, notify the corporate trustees under
the Utah Mortgage and Pacific Mortgage of such cure.
ARTICLE II
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE
SECTION 2.01. The Company reserves the right, without any consent or other
action by holders of bonds of the Eighth Series, or any series of bonds
subsequently created under the Mortgage (including the bonds of the Eleventh
Series), to make such amendments to the Mortgage, as heretofore amended and
supplemented, as shall be necessary in order to
<PAGE>
14
amend the first proviso to the granting clause of the Mortgage, which proviso
sets forth the properties excepted from the Lien of the Mortgage, to add a new
exception (10) which shall read as follows:
"(10) allowances allocated to steam-electric generating plants owned by
the Company or in which the Company has interests, pursuant to Title IV of
the Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15, 1990, 104
Stat. 2399, 42 USC Section 7651, ET SEQ., as now in effect or as hereafter
supplemented or amended."
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01. The right, if any, of the Company to assert the defense of
usury against a holder or holders of bonds of the Eleventh Series or any
subsequent series shall be determined only under the laws of the State of New
York.
SECTION 3.02. The terms defined in the Mortgage shall, for all purposes of
this Ninth Supplemental Indenture, have the meanings specified in the Mortgage.
SECTION 3.03. The Trustee hereby accepts the trusts hereby declared,
provided, created or supplemented, and agrees to perform the same upon the terms
and conditions herein and in the Mortgage, as hereby supplemented, set forth,
including the following:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Ninth Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely. Each and every term and condition contained in
Article XIX of the Mortgage shall apply to and form part of this Ninth
Supplemental Indenture with the same force and effect as if the same were herein
set forth in full, with such omissions, variations and insertions, if any, as
may be appropriate to make the same conform to the provisions of this Ninth
Supplemental Indenture.
SECTION 3.04. Whenever in this Ninth Supplemental Indenture either of the
parties hereto is named or referred to, this shall, subject to
<PAGE>
15
the provisions of Articles XVIII and XIX of the Mortgage, be deemed to include
the successors and assigns of such party, and all the covenants and agreements
in this Ninth Supplemental Indenture contained by or on behalf of the Company,
or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure
to the respective benefits of the respective successors and assigns of such
parties, whether so expressed or not.
SECTION 3.05. Nothing in this Ninth Supplemental Indenture, expressed or
implied, is intended, or shall be construed to confer upon, or to give to, any
person, firm or corporation, other than the parties hereto and the holders of
the bonds and coupons outstanding under the Mortgage, any right, remedy or claim
under or by reason of this Ninth Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Ninth Supplemental
Indenture contained by or on behalf of the Company shall be for the sole and
exclusive benefit of the parties hereto, and of the holders of the bonds and of
the coupons outstanding under the Mortgage.
SECTION 3.06. This Ninth Supplemental Indenture shall be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
ARTICLE IV
SPECIFIC DESCRIPTION OF PROPERTY
(Added to Pacific Power System)
The following described properties of the Company, owned as of the date
hereof, and used (or held for future development and use) in connection with the
Pacific Power Division of the Company's electric utility systems, or for other
purposes, as hereinafter indicated, respectively:
C--ELECTRIC SUBSTATIONS AND SWITCHING STATIONS
All of the following described real property in the States of Oregon,
Washington and Wyoming used by the Company in connection with the operation and
maintenance of the electric substations hereinafter designated:
<PAGE>
16
C-205--HOLLADAY SUBSTATION
Land in MULTNOMAH County, State of OREGON
C-205 ITEM 3: A tract of land located in Section 35, Township 1 North,
Range 1 East, W.M., described as follows:
Parcel 1 of partition Plat No. 1992-20 in the City of Portland (Commonly
known as the East Half of Lots 5 and 6 of Block 76 of Holladay's
Addition to East Portland).
C-340--LAKEPORT SUBSTATION
Lands in KLAMATH County, State of OREGON
Land additional to and adjoining the tract described in C-340 Item,
described as follows:
C-340 ITEM 2: A tract of land situate in the Northeast Quarter of the
Southeast Quarter of Section 19, Township 38 South, Range 9 East of the
Willamette Meridian, described as follows:
Beginning at a point which is north a distance of 2564.5 feet and west a
distance of 1337.2 feet from the iron axle which marks the southeast
corner of Section 19, said point of beginning also being on the
southerly right of way of Front Street (now known as Hank's Street)
which point is 30.0 feet east of the northeast corner of Block 2,
Klamath Lake Addition, as shown on the official plat of said Klamath
Lake Addition on file in the County Clerk's office in Klamath County,
Oregon; and running south along the 1/16 line on the west side of the
northeast quarter of the southeast quarter of said Section 19, a
distance of 220.0 feet to the true point of beginning; thence north
70 DEG. 53' east a distance of 232.3 feet; thence north 36 DEG. 12' east
to the south right of way line of Lakeport Blvd., thence southeasterly
along said right of way line to the northwest corner of that property
conveyed to Ralph Smith and Alice Smith, husband and wife and William
Smith and Wendell Smith, and described as Parcel 2 in Deed
<PAGE>
17
Volume 215 at page 170, Deed Records of Klamath County, Oregon, thence
southerly along the westerly line of said Deed Volume 215 at page 170,
Deed Records of Klamath County, Oregon to the southwest corner thereof,
thence west to the southeast corner of that certain property described
in Deed Volume 285 on page 444, Deed Records of Klamath County, Oregon,
said point being west 210 feet from the west line of the northeast
quarter of the southeast quarter of said Section 19; thence north 260
feet to the northeast corner of that certain property described in Deed
Volume 296, page 177, Deed Records of Klamath County, Oregon, thence
west along the north line of said Deed Volume 210 feet to the west line
of the northeast quarter of the southeast quarter of said Section 19,
thence north along said west line to the point of beginning.
C-425--VOELKER SUBSTATION
Lands in YAKIMA County, State of WASHINGTON
C-425 ITEM: A tract of land in Section 30, Township 13 North, Range 19
East, Willamette Meridian, described as follows:
That portion of Parcel "B" of Short Plat recorded in Book 91 of Short
Plats, Page 121, under Auditor's File No. 2937427, Records of Yakima
County, Washington, described as follows:
Beginning at a point on the west line of said Parcel "B", a distance of
58.00 feet south, from the northwest corner thereof; thence north 0 DEG.
5' 30" west, a distance of 58.00 feet to said northwest corner; thence
north 89 DEG. 46' 12" east, reference bearing, along the north line of
said Parcel "B", to the northeast corner thereof; thence south 19 DEG.
25' 35" east, along the east line of said Parcel "B", a distance of
350.30 feet, to the southeast corner thereof; thence north 90 DEG. 00'
00" west along the south line of said Parcel "B", and said south line
extended, a distance of 375.00 feet; thence north 19 DEG. 25' 35" west,
a distance of 287.30 feet more or less to a point which bears north
89 DEG. 46' 12" east of the point of beginning; thence south 89 DEG. 46'
12" west, a distance of 154.42 feet more or less to the point of
beginning.
<PAGE>
18
C-426--BIG THREE SUBSTATION
Lands in NATRONA County, State of WYOMING
C-426 ITEM: That part of the Big Three Addition to the City of Casper
land situated in the Northeast Quarter of the Southeast Quarter and the
Southeast Quarter of the Southeast Quarter of Section 7, Township 33
North, Range 79 West, 6th Principal Meridian, described as follows:
Beginning at the southwest corner of said Big Three Addition; thence
north 33 DEG. 30' 11" east a distance of 275.99 feet along the west line
of said Big Three Addition to the northwest corner of the parcel being
described; thence north 89 DEG. 45' 07" east a distance of 332.29 feet
along a line parallel to the south line of said Big Three Addition to
the northeast corner of the parcel being described; thence south 8 DEG.
02' 31" west a distance of 177.53 feet along a line parallel to the east
line of said Big Three Addition to a point; thence north 78 DEG. 10' 00"
west a distance of 10.13 feet to a point; thence south 6 DEG. 40' 00"
west a distance of 56.33 feet to a point on the south line of said Big
Three Addition; thence south 89 DEG. 45' 07" west a distance of 443.34
feet along the south line of said Big Three Addition to the point of
beginning.
C-427--CHERRY LANE SUBSTATION
Lands in JEFFERSON County, State of OREGON
C-427 ITEM: A parcel of land in the Southwest Quarter of the Southwest
Quarter of Section 25, Township 10 South, Range 13 East of the
Willamette Meridian, described as follows:
Beginning at the southwest section corner of said Section 25; thence
along the south line of said Section 25, south 89 DEG. 24' 45" east,
945.54 feet to a point on said south line that bears north 89 DEG. 24'
45" west, 380.10 feet from the southeast corner of said southwest
quarter of the southwest quarter for a true point of beginning; thence
perpendicular to said south line north 00 DEG. 35' 15" east, 380.00 feet
to a point; thence parallel with said south line south 89 DEG. 24' 45"
east, 376.51 feet to a point on the
<PAGE>
19
east line of said southwest quarter of the southwest quarter; thence
along said east line south 00 DEG. 02' 44" west, 380.02 feet to the
southeast corner of said southwest quarter of the southwest quarter;
thence along said south line north 89 DEG. 24' 45" west, 380.10 feet to
the true point of beginning.
C-428--DAIRY SUBSTATION
Lands in KLAMATH County, State of OREGON
C-428 ITEM: A parcel of land located in Section 25, Township 38 South,
Range 10 East of the Willamette Meridian, described as follows:
Commencing at a 1/2" iron pin monumenting the east quarter corner of
said Section 25; thence south 00 DEG. 30' 58" west, along the west
boundary of Section 31 in Township 38 South, Range 11 1/2 East 286.38
feet to a 5/8" iron pin monumenting the northwest corner of Government
Lot 2 in said Section 31 for the true point of beginning; thence south
88 DEG. 56' 11" east, along the north boundary of said Lot 2, a distance
of 490.09 feet to a 5/8" iron pin monumenting northeast corner thereof;
thence South 00 DEG. 30' 33" west, along the east boundary of said Lot
2, a distance of 176.22 feet to a 5/8" iron pin witness monument; thence
continue along said east lot boundary, south 00 DEG. 30' 33" west 10.00
feet to intersect the northerly right of way line of the Klamath
Falls-Lakeview Highway No. 140; thence south 87 DEG. 50' 04" west, along
said right of way line 490.63 feet to intersect the aforesaid west
boundary of Section 31; thence north 00 DEG. 30' 58" east along said
west boundary, 10.00 feet to a 5/8" iron pin witness monument; thence
continue along said west boundary, north 00 DEG. 30' 58" east 203.87
feet to the true point of beginning.
Saving and excepting therefrom that parcel conveyed to California Oregon
Power Company by Deed recorded March 21, 1952, in Deed Volume 253 on
page 538, records of Klamath County, Oregon.
<PAGE>
20
H--OFFICE BUILDINGS
The following office and service centers of the Company in the State of
Oregon include the following described real property:
H-46--PORTLAND OFFICE BUILDING (LLOYD TOWER CENTER)
In MULTNOMAH County, State of OREGON
H-46 ITEM: All of Blocks 94 through 99, inclusive, HOLLADAY'S ADDITION
TO EAST PORTLAND, in the City of Portland, together with those portions
of N.E. Wasco Street as vacated by Ordinance No. 106007; and of N.E.
Clackamas Street as vacated by Ordinance No. 41807 and of N.E. 8th
Avenue as vacated by Ordinance No.'s 41806 and 106007, which inured
thereto, EXCEPTING THEREFROM the north 10 feet of Blocks 96 and 97 and
that portion of vacated N.E. 8th Avenue which inured thereto; the east
10 feet of Blocks 97, 98 and 99 and those portions of vacated N.E. Wasco
Street and vacated N.E. Clackamas Street which inured thereto; the south
10 feet of Blocks 94 and 99 and that portion of vacated N.E. 8th Avenue
which inured thereto; and the west 10 feet of Blocks 94, 95 and 96 and
those portions of vacated N.E. Wasco Street and vacated N.E. Clackamas
Street which inured thereto as deeded to the City of Portland for street
purposes by Book 1373, Page 1220, recorded August 9, 1979, and by Book
1863, Page 141, recorded September 20, 1957; together with appurtenant
rights created by a Bridge Easement Agreement dated December 3, 1986
between Lloyd Corporation, Ltd., a California corporation and SI-Lloyd
Associates Limited Partnership, an Indiana limited partnership recorded
December 3, 1986 in Book 1960, Page 636 and amended by Amendment and
Restatement of Easement Agreement recorded February 18, 1987 in Book
1980, Page 2864, and by instrument recorded October 23, 1990 in Book
2355, Page 1856, Deed Records of Multnomah County.
<PAGE>
21
H-47--PORTLAND COMPUTER CENTER (WASCO BUILDING)
In MULTNOMAH County, State of OREGON
H-47 ITEM: Block 70, HOLLADAY'S ADDITION TO EAST PORTLAND, in the City
of Portland, EXCEPTING THEREFROM the west 10 feet of Lots 1, 2, 3 and 4
taken for the widening of N.E. Union Avenue.
J--MISCELLANEOUS REAL ESTATE
All of the following described real property of the Company located in the
State of Oregon held for future use as transmission line rights of way, namely:
J-42--Lands in JOSEPHINE County, State of OREGON
J-42 ITEM 2: A tract of land situated in the Southeast Quarter of Section
19, Township 36 South, Range 5 West, of the Willamette Meridian, described as
follows:
Beginning at a point which is 1755 feet north and 1302 feet east of the
south quarter corner of said Section, said point being on the west
boundary of the county road; thence north 106 feet, more or less, to the
southeast corner of a parcel of land conveyed to the Union Oil Company,
by Deed recorded in Deed Book 54, at page 454; thence west 203 feet to
the center of irrigation ditch; thence south 10 DEG. 20' 00" east along
the center of said ditch 107.64 feet to a point west of the point of
beginning; thence east 184 feet to the point of beginning.
LESS AND EXCEPT that portion lying within relocated 6th Street as
described in Final Order in Case No. 77-557-L, Josephine County Court
Records.
J-59--Lands in JACKSON County, State of OREGON
J-59 ITEM: The Southwest Quarter, the West Half of the Southeast Quarter,
and Lots 3 and 4 of Section 35, Township 36 South, Range 1 West of the
Willamette Meridian.
<PAGE>
22
J-60--Lands in JACKSON County, State of OREGON
J-60 ITEM: Tracts 35-56 inclusive and Tracts 64 and 65 of ELEVEN-EIGHTY
ORCHARD TRACT, according to the official plat recorded in Jackson County.
ARTICLE V
SPECIFIC DESCRIPTION OF PROPERTY
(ADDED TO UTAH POWER SYSTEM)
The following described properties of the Company, owned as of the date
hereof, and used (or held for future development and use in connection with the
Utah Power Division of the Company's electric utility systems, or for other
purposes, as hereinafter indicated respectively:
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01006
Lands in BEAR LAKE County, State of IDAHO
Parcel #1:
A Tract of land in Section 1, Township 13 South, Range 43 East of the
Boise Meridian, and in Section 6, Township 13 South, Range 44 East of
the Boise Meridian, more particularly described as follows:
Beginning at the Northwest Corner of Section 6, Township and Range
aforesaid, and running thence South 0 DEG. 05' 05" East 1562.81 feet
(shown of record as North); thence South 62 DEG. 45' 24" West 370.68
feet; thence South 75 DEG. 47' 42" West 439.36 feet; thence South
68 DEG. 10' 20" West 886.81 feet; thence South 48 DEG. 17' 09" West
719.09 feet; thence South 89 DEG. 45' 15" West 1848.16 feet along an
existing fence line; thence South 0 DEG. 16' 35" East 1280.10 feet along
an existing fence line; thence South 89 DEG. 59' 11" East 589 feet along
an existing fence line; thence North 35 DEG. 25' 26" East 344.28 feet
along an existing fence line; thence North 68 DEG. 35' 07" East 2909.70
feet (shown of record as North 68 DEG. 00' East) along an existing fence
line; thence South 16 DEG. 30' East 710.69 feet (shown of record as 660
feet) along an
<PAGE>
23
existing fence line; thence North 58 DEG. 00' East 280.5 feet along an
existing fence line; thence North 2 DEG. 45' 05" East 495 feet (shown
South of Record; thence North 89 DEG. 44' 58" East 2133.70 feet along an
existing fence line; thence North 15 DEG. 01' 55" East 685.55 feet along
an existing fence line; thence South 80 DEG. 30' East 409.92 feet, more
or less, to the Bear River; thence along the West bank of the Bear River
along the following 8 courses: thence North 24 DEG. 05' 40" West 29.19
feet; thence North 35 DEG. 50' 57" East 199.84 feet; thence North
42 DEG. 28' 29" East 253.13 feet; thence North 10 DEG. 06' 46" East 85.58
feet; thence North 29 DEG. 20' 00" West 205.25 feet; thence North
27 DEG. 44' 24" West 296.85 feet; thence North 1 DEG. 04' 43" East 71.81
feet; thence North 29 DEG. 54' 42" East 216.96 feet; thence leaving the
West bank of Bear River and running thence West 94.18 feet; thence North
22 DEG. 42' 23" West 305.02 feet; thence North 15 DEG. 04' 37" East
501.94 feet; thence West 2870 feet, more or less, to the point of
beginning.
Parcel #2:
TOWNSHIP 12 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 31: Beginning at the Southwest Corner of said Section 31 and
running thence North 2008 feet; thence East 1475.1 feet; thence North
1056 feet; thence East 412.5 feet; thence South 3064 feet; thence West
1887.6 feet to the point of beginning.
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01007
Lands in BEAR LAKE County, State of IDAHO
TOWNSHIP 13 SOUTH, RANGE 43 EAST OF THE BOISE MERIDIAN:
Section 12: NW 1/4 NE 1/4
Section 1: S 1/2 SE 1/4; and Lot 9
ALSO: Beginning at a point in the center of Outlet, 7 1/2 chains South
from the Northeast Corner of the Southeast Quarter of
<PAGE>
24
Section 1, Township 13 South, Range 43 East, of the Boise Meridian, and
running thence South 58 DEG. West along center of said outlet 4 chains;
thence North 16 DEG. 30' West along said Outlet 7 1/2 chains; thence
South 72 DEG. West 35 chains to the West boundary line of Lot 10 in said
Section 1; thence South to the Southwest Corner of said Lot 10; thence
East 160 rods, more or less, to the Southeast corner of the NE 1/4
SE 1/4 of said Section 1; thence North 12 1/2 chains, more or less, to
the place of beginning.
TOWNSHIP 13 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 6: Commencing at a point 3.50 chains North from the Southwest
corner of Section 6, in Township 13 South, Range 44 East of the Boise
Meridian, and running thence North 31 DEG. 55' East 25 chains and 42
links; thence North 66 DEG. 30' West 14.50 chains, thence South 27.90
chains, more or less, to the place of beginning.
Together with any and all water rights appurtenant to said property, including
but not limited to State of Idaho License and Certificate of Water Right No.
30521, and together with a perpetual right of way described as follows:
A perpetual unfenced RIGHT-OF-WAY located in the Northwest Quarter of
the Southwest Quarter of Section 1, and in the Northeast Quarter of the
Southeast Quarter of Section 2, Township 13 South, Range 43 East of the
Boise Meridian as follows:
Beginning at a point on the East line of the Bern Ovid County Road on
the North line of the Northeast Quarter of the Southeast Quarter of
Section 2, Township 13 South, Range 43 East of the Boise Meridian,
thence Southeasterly to the Northwest Corner of the Frank Colombo land
in Section 1, Township 13 South, Range 43 East Boise Meridian, in Idaho.
<PAGE>
25
DIMPLE DELL SUBSTATION--PARCEL NUMBER: US01014
Lands in SALT LAKE County, State of UTAH
Beginning at a Northeast corner of the tract of land owned by DAVID
EVANS MITCHELL and VENITA ELSIE MITCHELL as of June 29, 1993, which
point of beginning is South 78 DEG. 02' 11" East 2197.22 feet from the
Northwest corner of the Southeast quarter of Section 16, Township 3
South, Range 1 East, Salt Lake Base and Meridian; and running thence
West 298.02 feet to the West boundary line of said land; thence South
311.83 feet along said West boundary line to the Southwest corner of
said land; thence South 82 DEG. 42' East 150.43 feet along the South
boundary line to a Southeast corner of said land; thence North 150 feet
along an East boundary line of said land; thence South 82 DEG. 42' East
150 feet to the East boundary line of said land; thence North 200 feet
along said East boundary line to the point of beginning.
LAKEPARK 138KV SUBSTATION--PARCEL NUMBER: US01015
Lands in SALT LAKE County, State of UTAH
Beginning at a point which is South 0 DEG. 14' 00" West along the East
section line 536.29 feet and North 89 DEG. 52' 12" West 941.98 feet from
the East one quarter corner of Section 23, Township 1 South, Range 2
West, Salt Lake Base and Meridian; thence South 0 DEG. 14' 00" West
687.89 feet; thence North 89 DEG. 58' 00" West 734.35 feet to the West
line of a UTAH POWER & LIGHT COMPANY pole line easement shown as Entry
No. 2864157, Page 424, Book 4362, Salt Lake County Recorder's office;
thence North 0 DEG. 06' 20" West along said West line 689.13 feet;
thence South 89 DEG. 52' 12" East 738.43 feet to the point of BEGINNING.
<PAGE>
26
IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by an Authorized Executive
Officer of the Company, and its corporate seal to be attested to by its
Secretary or one of its Assistant Secretaries for and in its behalf, and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by one of its Vice
Presidents or one of its Assistant Vice Presidents, and its corporate seal to be
attested to by one of its Assistant Secretaries, all as of the day and year
first above written.
[SEAL] PACIFICORP
By RICHARD T. O'BRIEN
-------------------------------
Vice President
Attest:
JOHN M. SCHWEITZER
----------------------------------
Assistant Secretary
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
[SEAL] as Trustee
By MICHAEL CULHANE
-------------------------------
Vice President
Attest:
MARY E. MCNULTY
----------------------------------
Assistant Secretary
<PAGE>
27
STATE OF OREGON
COUNTY OF MULTNOMAH ss.:
On this 12th day of July, 1994, before me, LEE ANN PETRIE, a Notary Public
in and for the State of Oregon, personally appeared RICHARD T. O'BRIEN and JOHN
M. SCHWEITZER, known to me to be a Vice President and an Assistant Secretary,
respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and acknowledged this instrument to be the free, voluntary and in
all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
LEE ANN PETRIE
----------------------------------
My commission expires: April 16,
1996
[SEAL] Residing at: Portland, Oregon
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On this 6th day of July, 1994, before me, JOANNE E. ILSE, a Notary Public in
and for the State of New York, personally appeared MICHAEL CULHANE and MARY E.
MCNULTY, known to me to be a Vice President and Assistant Secretary,
respectively, of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York
corporation, who being duly sworn, stated that the seal affixed to the foregoing
instrument is the corporate seal of said corporation and acknowledged this
instrument to be the free, voluntary and in all respects duly and properly
authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
JOANNE E. ILSE
----------------------------------
Notary Public, State of New York
No. 01IL5018680
Qualified in Queens County
[SEAL] Commission expires: October 4, 1995
<PAGE>
EXHIBIT 4(b)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PACIFICORP
(AN OREGON CORPORATION)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(SUCCESSOR CORPORATE TRUSTEE TO BANKERS TRUST COMPANY)
AS TRUSTEE UNDER PACIFIC POWER &
LIGHT COMPANY'S MORTGAGE AND
DEED OF TRUST, DATED AS OF
JULY 1, 1947
---------------------
FIFTY-SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1994
SUPPLEMENTAL TO PACIFIC POWER & LIGHT COMPANY'S
MORTGAGE AND DEED OF TRUST
DATED AS OF JULY 1, 1947
---------------------
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
FIFTY-SECOND SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the first day of June, 1994 (hereinafter
referred to as the "Fifty-second Supplemental Indenture") is made as a
supplement to that certain Mortgage and Deed of Trust, dated as of July 1, 1947,
as heretofore amended and supplemented (hereinafter referred to as the
"Mortgage"), executed and delivered by Pacific Power & Light Company, a Maine
corporation that heretofore changed its name to PacifiCorp (hereinafter referred
to as the "Original Mortgagor").
This Fifty-second Supplemental Indenture is entered into by and between (a)
PACIFICORP, a corporation of the State of Oregon into which the Original
Mortgagor heretofore was merged, whose address is 700 NE Multnomah, Portland,
Oregon 97232 (hereinafter referred to as the "Company"); and (b) MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, a New York corporation whose address is 60 Wall
Street, New York, New York 10260 (hereinafter referred to as "Corporate Trustee"
or "Trustee").
WHEREAS, the Mortgage (including all indentures supplemental thereto) was
recorded in the official records of the States of California, Idaho, Montana,
Oregon, Utah, Washington and Wyoming and various counties within said states in
which this Fifty-second Supplemental Indenture is to be recorded, and was filed
as a financing statement in accordance with the Uniform Commercial Codes of each
of said states; and
WHEREAS, the Original Mortgagor executed, delivered, recorded and filed its
Supplemental Indentures as follows:
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
First April 1, 1950
Second March 1, 1952
Third September 1, 1952
Fourth April 1, 1954
Fifth August 1, 1954
Sixth October 1, 1955
Seventh January 1, 1957
Eighth September 1, 1957
Ninth January 1, 1958
Tenth July 1, 1958
Eleventh September 1, 1960
</TABLE>
<PAGE>
2
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
Twelfth June 22, 1961
Thirteenth April 1, 1962
Fourteenth December 1, 1962
Fifteenth April 1, 1963
Sixteenth August 1, 1963
Seventeenth October 1, 1964
Eighteenth October 1, 1965
Nineteenth December 15, 1967
Twentieth May 1, 1969
Twenty-first November 1, 1969
Twenty-second July 1, 1970
Twenty-third February 1, 1971
Twenty-fourth October 1, 1971
Twenty-fifth October 1, 1972
Twenty-sixth January 1, 1974
Twenty-seventh October 1, 1974
Twenty-eighth May 1, 1975
Twenty-ninth January 1, 1976
Thirtieth July 1, 1976
Thirty-first December 1, 1976
Thirty-second January 1, 1977
Thirty-third November 1, 1977
Thirty-fourth April 1, 1979
Thirty-fifth October 1, 1980
Thirty-sixth March 1, 1981
Thirty-seventh October 15, 1981
Thirty-eighth August 1, 1982
Thirty-ninth April 1, 1983
Fortieth March 1, 1986
Forty-first July 1, 1986
Forty-second July 1, 1987;
</TABLE>
and
WHEREAS, the Original Mortgagor has heretofore issued, in accordance with
the provisions of the Mortgage, bonds entitled and designated
<PAGE>
3
First Mortgage Bonds, of the Series and in the principal amounts as follows:
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL AMOUNT AGGREGATE PRINCIPAL
SERIES DUE DATE ISSUED AMOUNT OUTSTANDING
------------------------------- -------------- ------------------ -------------------
<S> <C> <C> <C> <C>
1. First--3 1/4% 1977 $ 38,000,000 0
2. Second--3% 1980 9,000,000 0
3. Third--3 5/8% 1982 12,500,000 0
4. Fourth--3 3/4% 9/1/1982 7,500,000 0
5. Fifth--3 3/8% 1984 8,000,000 0
6. Sixth--3 1/2% 8/1/1984 30,000,000 0
7. Seventh--3 5/8% 1985 10,000,000 0
8. Eighth--5 3/8% 1987 12,000,000 0
9. Ninth--5 3/4% 9/1/1987 20,000,000 0
10. Tenth--4 1/4% 1988 15,000,000 0
11. Eleventh--4 3/8% 7/1/1988 20,000,000 0
12. Twelfth--5 1/8% 1990 20,000,000 0
13. Thirteenth--4 3/4% 1992 35,000,000 0
14. Fourteenth--4 1/2% 12/1/1992 32,000,000 0
15. Fifteenth--3 5/8% 11/1/1974 11,434,000 0
16. Sixteenth--3 5/8% 4/1/1978 4,500,000 0
17. Seventeenth--3 3/8% 8/1/1979 4,951,000 0
18. Eighteenth--4 1/8% 6/1/1981 5,849,000 0
19. Nineteenth--4 1/8% 10/1/1982 6,157,000 0
20. Twentieth--3 3/4% 3/1/1984 8,659,000 0
21. Twenty-first--4 3/8% 5/1/1986 14,454,000 0
22. Twenty-second--4 5/8% 1993 30,000,000 0
23. Twenty-third--4 5/8% 1994 30,000,000 $ 20,261,000
24. Twenty-fourth--5% 1995 30,000,000 14,168,000
25. Twenty-fifth--8% 1999 25,000,000 0
26. Twenty-sixth--8 3/4% 11/1/1999 20,000,000 0
27. Twenty-seventh--9 5/8% 2000 25,000,000 0
28. Twenty-eighth--7 7/8% 2001 40,000,000 0
29. Twenty-ninth--8% 10/1/2001 35,000,000 0
30. Thirtieth--7 3/4% 2002 30,000,000 19,744,000
31. Thirty-first--8 3/8% 2004 60,000,000 0
32. Thirty-second--9 7/8% 1983 70,000,000 0
33. Thirty-third--10 3/4% 1990 60,000,000 0
34. Thirty-fourth--10% 2006 75,000,000 0
35. Thirty-fifth--7 3/4% 7/1/2006 35,000,000 0
36. Thirty-sixth--8 5/8% 12/1/2006 50,000,000 0
</TABLE>
<PAGE>
4
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL AMOUNT AGGREGATE PRINCIPAL
SERIES DUE DATE ISSUED AMOUNT OUTSTANDING
------------------------------- -------------- ------------------ -------------------
<S> <C> <C> <C> <C>
37. Thirty-seventh--6 3/8% 1/1/2007 $ 17,000,000 $ 8,190,000
38. Thirty-eighth--8 7/8% 11/1/2007 100,000,000 0
39. Thirty-ninth--10 1/4% 2009 100,000,000 0
40. Fortieth--14 3/4% 2010 50,000,000 0
41. Forty-first--15 5/8% 1991 75,000,000 0
42. Forty-second--18% 10/15/1991 100,000,000 0
43. Forty-third--Adjustable Rate 11/1/2002 50,000,000 13,234,000
44. Forty-fourth--12 5/8% 2013 100,000,000 0
45. Forty-fifth--8 5/8% 3/1/1996 80,000,000 0
46. Forty-sixth--8 1/2% 7/1/1996 75,000,000 0
47. Forty-seventh--9 3/8% 1997 50,000,000 50,000,000;
</TABLE>
and
WHEREAS, the Original Mortgagor entered into a Reorganization Agreement and
Plan of Merger dated August 12, 1987, as amended, pursuant to which, among other
things, the Original Mortgagor was merged into the Company as of January 9,
1989, upon such terms as fully to preserve and in no respect to impair the Lien
or security of the Mortgage or any of the rights or powers of the trustees or
the bondholders thereunder; and
WHEREAS, pursuant to Article XVI of the Mortgage, the Company executed,
delivered, recorded and filed its Forty-third Supplemental Indenture dated as of
January 9, 1989, whereby the Company assumed and agreed to pay, duly and
punctually, the principal of and interest on the bonds issued under the
Mortgage, in accordance with the provisions of said bonds and coupons and the
Mortgage, and agreed to perform and fulfill all the covenants and conditions of
the Mortgage to be kept or performed by the Original Mortgagor, and whereby
Bankers Trust Company was appointed Corporate Trustee in succession to Morgan
Guaranty Trust Company of New York, resigned, under the Mortgage, and James F.
Conlan was appointed Co-Trustee in succession to R.E. Sparrow, resigned, under
the Mortgage; and
<PAGE>
5
WHEREAS, the Company executed, delivered, recorded and filed additional
Supplemental Indentures to the Mortgage as follows:
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
Forty-fourth March 31, 1989
Forty-fifth December 29, 1989
Forty-sixth March 31, 1991;
</TABLE>
and
WHEREAS, pursuant to said Forty-sixth Supplemental Indenture, Morgan
Guaranty Trust Company of New York was appointed Corporate Trustee in succession
to Bankers Trust Company, resigned, under the Mortgage and James F. Conlan (the
"Resigning Co-Trustee") resigned as Co-Trustee under the Mortgage and all the
right, title and powers of the Resigning Co-Trustee devolved upon the Corporate
Trustee and its successors alone until such time as a successor to the Resigning
Co-Trustee shall be appointed; and
WHEREAS, the Company executed, delivered, recorded and filed additional
Supplemental Indentures to the Mortgage as follows:
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
Forty-seventh December 31, 1991
Forty-eighth March 15, 1992
Forty-ninth July 31, 1992
Fiftieth March 15, 1993
Fifty-first November 1, 1993;
</TABLE>
and
<PAGE>
6
Whereas, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds,
of the Series and in the principal amounts as follows:
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
SERIES DUE DATE ISSUED OUTSTANDING
------------------------------------ ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
48. Forty-eighth--Medium-Term Notes, various $ 125,000,000 $ 125,000,000
Series A
49. Forty-ninth--Medium-Term Notes, various 100,000,000 87,500,000
Series B
50. Fiftieth--Medium-Term Notes, Series various 150,000,000 144,714,391
C
51. Fifty-first--Medium-Term Notes, various 125,000,000 125,000,000
Series D
52. Fifty-second--C-U various 125,216,000 118,235,000
53. Fifty-third--Medium-Term Notes, various 250,000,000 250,000,000
Series E
54. Fifty-fourth -- 4/1/2005 75,000,000 75,000,000
55. Fifty-fifth--Medium-Term Notes, various 250,000,000 250,000,000
Series F
56. Fifty-sixth--E-L various 35,600,000 35,600,000;
</TABLE>
and
WHEREAS, in addition to the property described in the Mortgage, the Company
has acquired certain other property, rights and interests in property; and
WHEREAS, Section 8 of the Mortgage provides that the form of each series of
bonds (other than the First Series) issued thereunder and of the coupons to be
attached to the coupon bonds, if any, of such series shall be established by
Resolution of the Board of Directors of the Company; that the form of such
series, as established by said Board of Directors, shall specify the descriptive
title of the bonds and various other terms thereof; and that such series may
also contain such provisions not inconsistent with the provisions of the
Mortgage, as supplemented, as the Board of Directors may, in its discretion,
cause to be inserted therein expressing or
<PAGE>
7
referring to the terms and conditions upon which such bonds are to be issued
and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that any
power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted, may (to the
extent permitted by law) be in whole or in part waived or surrendered or
subjected to any restriction if at the time unrestricted or to additional
restriction if already restricted, and the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one or more series
of bonds issued thereunder and provide that a breach thereof shall be equivalent
to a default under the Mortgage, or the Company may cure any ambiguity contained
therein, or in any supplemental indenture, or may (in lieu of establishment by
Resolution as provided in Section 8 of the Mortgage) establish the terms and
provisions of any series of bonds other than the First Series, by an instrument
in writing executed and acknowledged by the Company in such manner as would be
necessary to entitle a conveyance of real estate to record in all of the states
in which any property at the time subject to the Lien of the Mortgage shall be
situated; and the Trustee is further authorized by said Section 120 to join with
the Company in the execution of such instrument or instruments, and such
instrument, executed and acknowledged as aforesaid, shall be delivered to the
Trustee, and thereupon any modification of the provisions of the Mortgage
therein set forth, authorized by said Section 120, shall be binding upon the
parties to the Mortgage, their successors and assigns, and the holders of the
bonds and coupons thereby secured; provided, however, anything therein contained
to the contrary notwithstanding, said Section 120 shall not be construed to
permit any act, waiver, surrender or restriction adversely affecting any bonds
then Outstanding under the Mortgage; and
WHEREAS, in Section 42 of the Mortgage the Original Mortgagor covenanted
that it would execute and deliver such supplemental indenture or indentures and
such further instruments and do such further acts
<PAGE>
8
as might be necessary or proper to carry out more effectually the purposes of
the Mortgage and to make subject to the Lien of the Mortgage any property
thereafter acquired, made or constructed and intended to be subject to the Lien
thereof, and to transfer to any new trustee or trustees or co-trustee or
co-trustees, the estates, powers, instruments or funds held in trust thereunder;
and
WHEREAS, the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 120 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage, as heretofore supplemented,
certain other covenants and agreements to be observed by it; and
WHEREAS, the execution and delivery by the Company of this Fifty-second
Supplemental Indenture has been duly authorized by the Board of Directors of the
Company by appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
ARTICLE I
GRANTING CLAUSES
The Company, in consideration of the premises and of One Dollar ($1) to it
duly paid by the Trustee at or before the ensealing and delivery of these
presents, the receipt whereof is hereby acknowledged, and in further assurance
of the estate, title and rights of the Trustee under the Mortgage and in order
further to secure the payment of both the principal of and interest and premium,
if any, on the bonds from time to time issued under the Mortgage, according to
their tenor and effect, and the performance of all the provisions of the
Mortgage (including any instruments supplemental thereto and any modification
made as in the Mortgage provided) and of such bonds, and to confirm the Lien of
the Mortgage on certain after-acquired property, hereby grants, bargains, sells,
releases, conveys, assigns, transfers, mortgages, pledges, sets over and
confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of
the Mortgage) unto Morgan Guaranty Trust Company of New York as Trustee under
the Mortgage, and to its successor or successors in said trust, and to said
Trustee and its successors and assigns
<PAGE>
9
forever, all property, real, personal and mixed acquired by the Company after
the date of the Mortgage, subject to the provisions of subsection (I) of Section
87 of the Mortgage and Section 2.02 of the Forty-third Supplemental Indenture
thereto, of the kind or nature specifically mentioned in Article XXI of the
Mortgage or of any other kind or nature (except any herein or in the Mortgage
expressly excepted) now owned, or, subject to the provisions of subsection (I)
of Section 87 of the Mortgage and Section 2.02 of the Forty-third Supplemental
Indenture thereto, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way) and
wheresoever situated, including the properties described in Article V hereof,
and including (without in anywise limiting or impairing by the enumeration of
the same the scope and intent of the foregoing) all lands, power sites, flowage
rights, water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and
all other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants for the generation of electricity
by steam, water and/or other power; all power houses, gas plants, street
lighting systems, standards and other equipment incidental thereto, telephone,
radio, television and air conditioning systems and equipment incidental thereto,
water works, water systems, steam heat and hot water plants, substations, lines,
service and supply systems, bridges, culverts, tracks, ice or refrigeration
plants and equipment, offices, buildings and other structures and the equipment
thereof; all machinery, engines, boilers, dynamos, electric, gas, and other
machines, regulators, meters, transformers, generators, motors, electrical, gas
and mechanical appliances, conduits, cables, water, steam heat, gas or other
pipes, gas mains and pipes, service pipes, fittings, valves and connections,
pole and transmission lines, wires, cables, tools, implements, apparatus,
furniture and chattels; all franchises, consents or permits; all lines for the
transmission and distribution of electric current, gas, steam heat or water for
any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and
all apparatus for use in connection therewith; all real estate, lands,
easements, servitudes, licenses, permits, franchises, privileges, rights of way
and other rights in or relating to public or private property, real or personal,
or the occupancy of such
<PAGE>
10
property and (except as herein or in the Mortgage expressly excepted) all right,
title and interest the Company may now have or may hereafter acquire in and to
any and all property of any kind or nature wheresoever situated;
And the Company does hereby confirm that the Company will not cause or
consent to a partition, either voluntarily or through legal proceedings, of
property subject to the Lien of the Mortgage whether herein described or
heretofore or hereafter acquired, in which its ownership shall be as a tenant in
common, except as permitted by and in conformity with the provisions of the
Mortgage and particularly of Article XI thereof;
TOGETHER WITH and all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise appertaining
to the aforementioned property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions of Section
57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof, and all the estate, right, title and interest and
claim whatsoever, at law as well as in equity, which the Company now has or
(subject to the provisions of subsection (I) of Section 87 of the Mortgage and
Section 2.02 of the Forty-third Supplemental Indenture thereto) may hereafter
acquire in and to the aforementioned property and franchises and every part and
parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
subsection (I) of Section 87 of the Mortgage and Section 2.02 of the Forty-third
Supplemental Indenture thereto, all the property, rights and franchises acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) after the date hereof, except any herein or in the
Mortgage expressly excepted, shall be and are as fully granted and conveyed
hereby and by the Mortgage, and as fully embraced within the Lien of the
Mortgage, as if such property, rights and franchises were now owned by the
Company and were specifically described herein or in the Mortgage and conveyed
hereby or thereby;
<PAGE>
11
Provided that the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are hereby expressly
excepted from the Lien and operation of the Mortgage, viz.: (1) cash, shares of
stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, apparatus, materials or
supplies held for the purpose of sale or other disposition in the usual course
of business; fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; all aircraft, tractors,
rolling stock, trolley coaches, buses, motor coaches, automobiles, motor trucks,
and other vehicles and materials and supplies held for the purpose of repairing
or replacing (in whole or part) any of the same; (3) bills, notes and accounts
receivable, judgments, demands and choses in action, and all contracts, leases
and operating agreements not specifically pledged under the Mortgage or
covenanted so to be; the Company's contractual rights or other interest in or
with respect to tires not owned by the Company; (4) the last day of the term of
any lease or leasehold which may be or become subject to the Lien of the
Mortgage; (5) electric energy, gas, steam, water, ice and other materials or
products generated, manufactured, stored, produced, purchased or acquired by the
Company for sale, distribution or use in the ordinary course of its business;
all timber, minerals, mineral rights and royalties and all Natural Gas and Oil
Production Property, as defined in Section 4 of the Mortgage; and (6) the
Company's franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the Lien and operation of the Mortgage in the
above subdivisions (2) and (3) shall (to the extent permitted by law) cease to
be so excepted in the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XIII of the Mortgage by reason of the
occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company as aforesaid, or
<PAGE>
12
intended so to be, unto the Morgan Guaranty Trust Company of New York as
Trustee, and its successors and assigns forever;
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts
and conditions and subject to and with the same provisions and covenants as are
set forth in the Mortgage, this Fifty-second Supplemental Indenture being
supplemental to the Mortgage;
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall affect and
apply to the property hereinbefore described and conveyed, and to the estates,
rights, obligations and duties of the Company and the Trustee under the Mortgage
and the beneficiaries of the trust with respect to said property, and to the
Trustee under the Mortgage and its successors in the trust, in the same manner
and with the same effect as if the said property had been owned by the Company
at the time of the execution of the Mortgage, and had been specifically and at
length described in and conveyed to said Trustee by the Mortgage as a part of
the property therein stated to be conveyed.
ARTICLE II
FIFTY-SEVENTH SERIES OF BONDS
SECTION 2.01. There shall be a series of bonds designated "First Mortgage
Bond Medium-Term Notes, Series G" (herein sometimes referred to as the
"Fifty-seventh Series"), each of which shall also bear the descriptive title
First Mortgage Bond, and the form thereof, which shall be established by
Resolution of the Board of Directors of the Company, shall contain suitable
provisions with respect to the matters hereinafter in this Section specified.
Bonds of the Fifty-seventh Series shall mature on the maturity date or dates,
and in principal amounts corresponding to the principal amounts, of first
mortgage and collateral trust bonds designated "Secured Medium-Term Notes,
Series G," issued under the Company's Mortgage and Deed of Trust, dated as of
January 9, 1989, as amended and supplemented, to Morgan Guaranty Trust Company
of New York, as trustee, on the basis of such bonds of the Fifty-seventh
<PAGE>
13
Series. Bonds of the Fifty-seventh Series shall be issued as fully registered
bonds in the denomination of One Thousand Dollars and, at the option of the
Company, in any multiple or multiples of One Thousand Dollars (the exercise of
such option to be evidenced by the execution and delivery thereof); they shall
bear no interest; and the principal of each such bond shall be payable at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts. Bonds of the Fifty-seventh
Series shall be dated as in Section 10 of the Mortgage provided.
(I) Bonds of the Fifty-seventh Series shall be redeemable either at the
option of the Company or pursuant to the requirements of the Mortgage, as
supplemented (including, among other things, the provisions of Sections 39, 64
or 87 of the Mortgage or with the Proceeds of Released Property), in whole at
any time, or in part from time to time, prior to maturity at a redemption price
equal to 100.0% of the principal amount thereof.
(II) At the option of the registered owner, any bonds of the Fifty-seventh
Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same series of other
authorized denominations.
Bonds of the Fifty-seventh Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage and to the limitations set forth in
this Fifty-second Supplemental Indenture), upon the surrender thereof for
cancellation, together with a written instrument of transfer in form approved by
the registrar duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York. Upon any transfer or exchange of bonds of the
Fifty-seventh Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as provided in
Section 12 of the Mortgage, but the Company hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds of the
Fifty-seventh Series.
<PAGE>
14
The Trustee may conclusively presume that the obligation of the Company to
pay the principal of the bonds of the Fifty-seventh Series as the same shall
become due and payable shall have been fully satisfied and discharged unless and
until it shall have received a written notice from the trustee under the
Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended
and supplemented, to Morgan Guaranty Trust Company of New York, as trustee,
signed by the President, a Vice President, an Assistant Vice President or a
Trust Officer of such trustee, stating that interest or principal due and
payable on any bonds issued under said Mortgage and Deed of Trust has not been
fully paid and specifying the amount of funds required to make such payment.
Bonds of the Fifty-seventh Series shall be initially issued in the name of
Morgan Guaranty Trust Company of New York, as trustee under the Company's
Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, and shall not be transferable, except to any successor trustee
under said Mortgage and Deed of Trust.
After the execution and delivery of this Fifty-second Supplemental Indenture
and upon compliance with the applicable provisions of the Mortgage, as
supplemented, it is contemplated that there shall be issued bonds of the
Fifty-seventh Series in an aggregate principal amount not to exceed Two Hundred
and Fifty Million Dollars ($250,000,000).
<PAGE>
15
ARTICLE III
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE
SECTION 3.01. The Company reserves the right, without any consent or other
action by holders of bonds of the Fifty-fourth Series, or any series of bonds
subsequently created under the Mortgage (including the bonds of the
Fifty-seventh Series), to make such amendments to the Mortgage, as heretofore
amended and supplemented, as shall be necessary in order to amend the first
proviso to the granting clause of the Mortgage, which proviso sets forth the
properties excepted from the Lien of the Mortgage, to add a new exception (7)
which shall read as follows:
"(7) allowances allocated to steam-electric generating plants owned by the
Company or in which the Company has interests, pursuant to Title IV of the
Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15, 1990, 104 Stat.
2399, 42 USC Section 7651, ET SEQ., as now in effect or as hereafter
supplemented or amended."
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01. The right, if any, of the Company to assert the defense of
usury against a holder or holders of bonds of the Fifty-seventh Series, or any
subsequent series shall be determined only under the laws of the State of New
York.
SECTION 4.02. The terms defined in the Mortgage shall, for all purposes of
this Fifty-second Supplemental Indenture, have the meanings specified in the
Mortgage.
SECTION 4.03. The Trustee hereby accepts the trusts declared, provided,
created or supplemented in the Mortgage and herein, and agrees to perform the
same upon the terms and conditions set forth herein and in the Mortgage, and
upon the following terms and conditions:
<PAGE>
16
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fifty-second Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. In general, each and every term and
condition contained in Article XVII of the Mortgage shall apply to and form part
of this Fifty-second Supplemental Indenture with the same force and effect as if
the same were herein set forth in full, with such omissions, variations and
insertions, if any, as may be appropriate to make the same conform to the
provisions of this Fifty-second Supplemental Indenture.
SECTION 4.04. Whenever in this Fifty-second Supplemental Indenture any of
the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XVI and XVII of the Mortgage, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this Fifty-second Supplemental Indenture contained by or on behalf of the
Company, or by or on behalf of the Trustee, or either of them, shall, subject as
aforesaid, bind and inure to the respective benefits of the respective
successors and assigns of such parties, whether so expressed or not.
SECTION 4.05. Nothing in this Fifty-second Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to,
any person, firm or corporation, other than the parties hereto and the holders
of the bonds and coupons Outstanding under the Mortgage, any right, remedy or
claim under or by reason of this Fifty-second Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this
Fifty-second Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties hereto, and of the
holders of the bonds and coupons Outstanding under the Mortgage.
SECTION 4.06. This Fifty-second Supplemental Indenture shall be executed in
several counterparts each of which shall be an original and all of which shall
constitute but one and the same instrument.
<PAGE>
17
ARTICLE V
SPECIFIC DESCRIPTION OF PROPERTY
The following described properties of the Company, owned as of the date
hereof, and used (or held for future development and use) in connection with the
Pacific Power Division of the Company's electric utility systems, or for other
purposes, as hereinafter indicated, respectively:
C--ELECTRIC SUBSTATIONS AND SWITCHING STATIONS
All of the following described real property in the States of Oregon,
Washington and Wyoming used by the Company in connection with the operation and
maintenance of the electric substations hereinafter designated:
C-205--HOLLADAY SUBSTATION
Land in MULTNOMAH County, State of OREGON
C-205 ITEM 3: A tract of land located in Section 35, Township 1 North,
Range 1 East, W.M., described as follows:
Parcel 1 of partition Plat No. 1992-20 in the City of Portland (Commonly
known as the East Half of Lots 5 and 6 of Block 76 of Holladay's
Addition to East Portland).
C-340--LAKEPORT SUBSTATION
Lands in KLAMATH County, State of OREGON
Land additional to and adjoining the tract described in C-340 Item,
described as follows:
C-340 ITEM 2: A tract of land situate in the Northeast Quarter of the
Southeast Quarter of Section 19, Township 38 South, Range 9 East of the
Willamette Meridian, described as follows:
Beginning at a point which is north a distance of 2564.5 feet and west a
distance of 1337.2 feet from the iron axle which marks the southeast
corner of Section 19, said point of beginning also being on the
southerly right of way of Front Street (now known
<PAGE>
18
as Hank's Street) which point is 30.0 feet east of the northeast corner
of Block 2, Klamath Lake Addition, as shown on the official plat of said
Klamath Lake Addition on file in the County Clerk's office in Klamath
County, Oregon; and running south along the 1/16 line on the west side
of the northeast quarter of the southeast quarter of said Section 19, a
distance of 220.0 feet to the true point of beginning; thence north
70 DEG. 53' east a distance of 232.3 feet; thence north 36 DEG. 12' east
to the south right of way line of Lakeport Blvd., thence southeasterly
along said right of way line to the northwest corner of that property
conveyed to Ralph Smith and Alice Smith, husband and wife and William
Smith and Wendell Smith, and described as Parcel 2 in Deed Volume 215 at
page 170, Deed Records of Klamath County, Oregon, thence southerly along
the westerly line of said Deed Volume 215 at page 170, Deed Records of
Klamath County, Oregon to the southwest corner thereof, thence west to
the southeast corner of that certain property described in Deed Volume
285 on page 444, Deed Records of Klamath County, Oregon, said point
being west 210 feet from the west line of the northeast quarter of the
southeast quarter of said Section 19; thence north 260 feet to the
northeast corner of that certain property described in Deed Volume 296,
page 177, Deed Records of Klamath County, Oregon, thence west along the
north line of said Deed Volume 210 feet to the west line of the
northeast quarter of the southeast quarter of said Section 19, thence
north along said west line to the point of beginning.
C-425--VOELKER SUBSTATION
Lands in YAKIMA County, State of WASHINGTON
C-425 ITEM: A tract of land in Section 30, Township 13 North, Range 19
East, Willamette Meridian, described as follows:
That portion of Parcel "B" of Short Plat recorded in Book 91 of Short
Plats, Page 121, under Auditor's File No. 2937427, Records of Yakima
County, Washington, described as follows:
<PAGE>
19
Beginning at a point on the west line of said Parcel "B", a distance of
58.00 feet south, from the northwest corner thereof; thence north 0 DEG.
5' 30" west, a distance of 58.00 feet to said northwest corner; thence
north 89 DEG. 46' 12" east, reference bearing, along the north line of
said Parcel "B", to the northeast corner thereof; thence south 19 DEG.
25' 35" east, along the east line of said Parcel "B", a distance of
350.30 feet, to the southeast corner thereof; thence north 90 DEG. 00'
00" west along the south line of said Parcel "B", and said south line
extended, a distance of 375.00 feet; thence north 19 DEG. 25' 35" west,
a distance of 287.30 feet more or less to a point which bears north
89 DEG. 46' 12" east of the point of beginning; thence south 89 DEG. 46'
12" west, a distance of 154.42 feet more or less to the point of
beginning.
C-426--BIG THREE SUBSTATION
Lands in NATRONA County, State of WYOMING
C-426 ITEM: That part of the Big Three Addition to the City of Casper
land situated in the Northeast Quarter of the Southeast Quarter and the
Southeast Quarter of the Southeast Quarter of Section 7, Township 33
North, Range 79 West, 6th Principal Meridian, described as follows:
Beginning at the southwest corner of said Big Three Addition; thence
north 33 DEG. 30' 11" east a distance of 275.99 feet along the west line
of said Big Three Addition to the northwest corner of the parcel being
described; thence north 89 DEG. 45' 07" east a distance of 332.29 feet
along a line parallel to the south line of said Big Three Addition to
the northeast corner of the parcel being described; thence south 8 DEG.
02' 31" west a distance of 177.53 feet along a line parallel to the east
line of said Big Three Addition to a point; thence north 78 DEG. 10' 00"
west a distance of 10.13 feet to a point; thence south 6 DEG. 40' 00"
west a distance of 56.33 feet to a point on the south line of said Big
Three Addition; thence south 89 DEG. 45' 07" west a distance of 443.34
feet along the south line of said Big Three Addition to the point of
beginning.
<PAGE>
20
C-427--CHERRY LANE SUBSTATION
Lands in JEFFERSON County, State of OREGON
C-427 ITEM: A parcel of land in the Southwest Quarter of the Southwest
Quarter of Section 25, Township 10 South, Range 13 East of the
Willamette Meridian, described as follows:
Beginning at the southwest section corner of said Section 25; thence
along the south line of said Section 25, south 89 DEG. 24' 45" east,
945.54 feet to a point on said south line that bears north 89 DEG. 24'
45" west, 380.10 feet from the southeast corner of said southwest
quarter of the southwest quarter for a true point of beginning; thence
perpendicular to said south line north 00 DEG. 35' 15" east, 380.00 feet
to a point; thence parallel with said south line south 89 DEG. 24' 45"
east, 376.51 feet to a point on the east line of said southwest quarter
of the southwest quarter; thence along said east line south 00 DEG. 02'
44" west, 380.02 feet to the southeast corner of said southwest quarter
of the southwest quarter; thence along said south line north 89 DEG. 24'
45" west, 380.10 feet to the true point of beginning.
C-428--DAIRY SUBSTATION
Lands in KLAMATH County, State of OREGON
C-428 ITEM: A parcel of land located in Section 25, Township 38 South,
Range 10 East of the Willamette Meridian, described as follows:
Commencing at a 1/2" iron pin monumenting the east quarter corner of
said Section 25; thence south 00 DEG. 30' 58" west, along the west
boundary of Section 31 in Township 38 South, Range 11 1/2 East 286.38
feet to a 5/8" iron pin monumenting the northwest corner of Government
Lot 2 in said Section 31 for the true point of beginning; thence south
88 DEG. 56' 11" east, along the north boundary of said Lot 2, a distance
of 490.09 feet to a 5/8" iron pin monumenting northeast corner thereof;
thence South 00 DEG. 30' 33" west, along the east boundary of said Lot
2, a distance of 176.22 feet to a 5/8" iron pin witness monument; thence
<PAGE>
21
continue along said east lot boundary, south 00 DEG. 30' 33" west 10.00
feet to intersect the northerly right of way line of the Klamath
Falls-Lakeview Highway No. 140; thence south 87 DEG. 50' 04" west, along
said right of way line 490.63 feet to intersect the aforesaid west
boundary of Section 31; thence north 00 DEG. 30' 58" east along said
west boundary, 10.00 feet to a 5/8" iron pin witness monument; thence
continue along said west boundary, north 00 DEG. 30' 58" east 203.87
feet to the true point of beginning.
Saving and excepting therefrom that parcel conveyed to California Oregon
Power Company by Deed recorded March 21, 1952, in Deed Volume 253 on
page 538, records of Klamath County, Oregon.
H--OFFICE BUILDINGS
The following office and service centers of the Company in the State of
Oregon include the following described real property:
H-46--PORTLAND OFFICE BUILDING (LLOYD TOWER CENTER)
In MULTNOMAH County, State of OREGON
H-46 ITEM: All of Blocks 94 through 99, inclusive, HOLLADAY'S ADDITION
TO EAST PORTLAND, in the City of Portland, together with those portions
of N.E. Wasco Street as vacated by Ordinance No. 106007; and of N.E.
Clackamas Street as vacated by Ordinance No. 41807 and of N.E. 8th
Avenue as vacated by Ordinance No.'s 41806 and 106007, which inured
thereto, EXCEPTING THEREFROM the north 10 feet of Blocks 96 and 97 and
that portion of vacated N.E. 8th Avenue which inured thereto; the east
10 feet of Blocks 97, 98 and 99 and those portions of vacated N.E. Wasco
Street and vacated N.E. Clackamas Street which inured thereto; the south
10 feet of Blocks 94 and 99 and that portion of vacated N.E. 8th Avenue
which inured thereto; and the west 10 feet of Blocks 94, 95 and 96 and
those portions of vacated N.E. Wasco Street and vacated N.E. Clackamas
Street which inured thereto as deeded to the
<PAGE>
22
City of Portland for street purposes by Book 1373, Page 1220, recorded
August 9, 1979, and by Book 1863, Page 141, recorded September 20, 1957;
together with appurtenant rights created by a Bridge Easement Agreement
dated December 3, 1986 between Lloyd Corporation, Ltd., a California
corporation and SI-Lloyd Associates Limited Partnership, an Indiana
limited partnership recorded December 3, 1986 in Book 1960, Page 636 and
amended by Amendment and Restatement of Easement Agreement recorded
February 18, 1987 in Book 1980, Page 2864, and by instrument recorded
October 23, 1990 in Book 2355, Page 1856, Deed Records of Multnomah
County.
H-47--PORTLAND COMPUTER CENTER (WASCO BUILDING)
In MULTNOMAH County, State of OREGON
H-47 ITEM: Block 70, HOLLADAY'S ADDITION TO EAST PORTLAND, in the City
of Portland, EXCEPTING THEREFROM the west 10 feet of Lots 1, 2, 3 and 4
taken for the widening of N.E. Union Avenue.
J--MISCELLANEOUS REAL ESTATE
All of the following described real property of the Company located in the
State of Oregon held for future use as transmission line rights of way, namely:
J-42--LANDS IN JOSEPHINE COUNTY, STATE OF OREGON
J-42 ITEM 2: A tract of land situated in the Southeast Quarter of Section
19, Township 36 South, Range 5 West, of the Willamette Meridian, described as
follows:
Beginning at a point which is 1755 feet north and 1302 feet east of the
south quarter corner of said Section, said point being on the west
boundary of the county road; thence north 106 feet, more or less, to the
southeast corner of a parcel of land conveyed to the Union Oil Company,
by Deed recorded in Deed Book 54, at page 454; thence west 203 feet to
the center of irrigation ditch;
<PAGE>
23
thence south 10 DEG. 20' 00" east along the center of said ditch 107.64
feet to a point west of the point of beginning; thence east 184 feet to
the point of beginning.
LESS AND EXCEPT that portion lying within relocated 6th Street as
described in Final Order in Case No. 77-557-L, Josephine County Court
Records.
J-59--LANDS IN JACKSON COUNTY, STATE OF OREGON
J-59 ITEM: The Southwest Quarter, the West Half of the Southeast Quarter,
and Lots 3 and 4 of Section 35, Township 36 South, Range 1 West of the
Willamette Meridian.
J-60--LANDS IN JACKSON COUNTY, STATE OF OREGON
J-60 ITEM: Tracts 35-56 inclusive and Tracts 64 and 65 of ELEVEN-EIGHTY
ORCHARD TRACT, according to the official plat recorded in Jackson County.
<PAGE>
24
IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by one of its Vice
Presidents, and its corporate seal to be attested to by its Secretary or one of
its Assistant Secretaries; and MORGAN GUARANTY TRUST COMPANY OF NEW YORK has
caused its corporate name to be hereunto affixed, and this instrument to be
signed and sealed by one of its Vice Presidents or one of its Assistant Vice
Presidents, and its corporate seal to be attested to by one of its Assistant
Secretaries; all as of the day and year first above written.
[SEAL] PACIFICORP
By RICHARD T. O'BRIEN
-------------------------------
Vice President
Attest:
JOHN M. SCHWEITZER
----------------------------------
Assistant Secretary
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
[SEAL] as Successor Corporate Trustee
By JOHN W. COLE
-------------------------------
Vice President
Attest:
DIANA M. HILS
----------------------------------
Assistant Secretary
<PAGE>
25
STATE OF OREGON
COUNTY OF MULTNOMAH ss.:
On this 13th day of July, 1994, before me, LEE ANN PETRIE, a Notary Public
in and for the State of Oregon, personally appeared RICHARD T. O'BRIEN and JOHN
M. SCHWEITZER, known to me to be a Vice President and an Assistant Secretary,
respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and acknowledged this instrument to be the free, voluntary and in
all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
LEE ANN PETRIE
----------------------------------
My commission expires: April 16, 1996
[SEAL] Residing at: Portland, Oregon
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On this 6th day of July, 1994, before me, MARION I. PEARSON, a Notary Public
in and for the State of New York, personally appeared JOHN W. COLE and DIANA M.
HILS, known to me to be a Vice President and Assistant Secretary, respectively,
of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, who being
duly sworn, stated that the seal affixed to the foregoing instrument is the
corporate seal of said corporation and acknowledged this instrument to be the
free, voluntary and in all respects duly and properly authorized act and deed of
said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
MARION I. PEARSON
----------------------------------
Notary Public, State of New York
No. 41-4964033
Qualified in Queens County
[SEAL]
<PAGE>
EXHIBIT 4(c)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PACIFICORP
(AN OREGON CORPORATION)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(SUCCESSOR CORPORATE TRUSTEE TO THE CHASE MANHATTAN BANK)
AS TRUSTEE UNDER UTAH POWER &
LIGHT COMPANY'S MORTGAGE AND
DEED OF TRUST, DATED AS OF
DECEMBER 1, 1943
---------------------
FIFTY-FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1994
SUPPLEMENTAL TO UTAH POWER & LIGHT COMPANY'S
MORTGAGE AND DEED OF TRUST
DATED AS OF DECEMBER 1, 1943
---------------------
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
FIFTY-FOURTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the first day of June, 1994 (hereinafter
referred to as the "Fifty-fourth Supplemental Indenture") is made as a
supplement to that certain Mortgage and Deed of Trust, dated as of December 1,
1943, as heretofore amended and supplemented (hereinafter referred to as the
"Mortgage"), executed and delivered by Utah Power & Light Company, a Maine
corporation that subsequently merged into Utah Power & Light Company, a Utah
corporation (hereinafter referred to respectively as the "Maine Company" and the
"Utah Company"; and hereinafter referred to collectively as the "Original
Mortgagor").
This Fifty-fourth Supplemental Indenture is entered into by and between (a)
PACIFICORP, a corporation of the State of Oregon into which the Original
Mortgagor heretofore was merged, whose address is 700 NE Multnomah, Portland,
Oregon 97232 (hereinafter referred to as the "Company"); and (b) MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, a New York corporation whose address is 60 Wall
Street, New York, New York 10260 (hereinafter referred to as "Corporate Trustee"
or "Trustee").
WHEREAS, the Mortgage (including all indentures supplemental thereto) was
recorded in the official records of the States of Colorado, Idaho, New Mexico,
Utah and Wyoming and various counties within said states in which this
Fifty-fourth Supplemental Indenture is to be recorded, and was filed as a
financing statement in accordance with the Uniform Commercial Codes of each of
said states; and
WHEREAS, the Maine Company executed, delivered, recorded and filed the First
Supplemental Indenture through the Twenty-fifth Supplemental Indenture to the
Mortgage, inclusive, and the Utah Company executed, delivered, recorded and
filed subsequent Supplemental Indentures as follows:
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
First January 1, 1945
Second May 1, 1946
Third April 1, 1948
Fourth May 1, 1949
Fifth October 1, 1949
Sixth October 1, 1950
</TABLE>
<PAGE>
2
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
Seventh October 1, 1951
Eighth October 1, 1952
Ninth May 1, 1954
Tenth September 1, 1955
Eleventh October 1, 1957
Twelfth September 1, 1960
Thirteenth June 1, 1962
Fourteenth April 1, 1963
Fifteenth August 1, 1964
Sixteenth March 1, 1968
Seventeenth December 1, 1969
Eighteenth April 1, 1970
Nineteenth March 1, 1971
Twentieth May 1, 1972
Twenty-first February 1, 1974
Twenty-second October 1, 1974
Twenty-third November 1, 1975
Twenty-fourth February 1, 1976
Twenty-fifth April 1, 1976
Twenty-sixth August 31, 1976
Twenty-seventh September 1, 1976
Twenty-eighth November 1, 1976
Twenty-ninth March 1, 1977
Thirtieth September 1, 1977
Thirty-first April 1, 1978
Thirty-second May 1, 1978
Thirty-third April 1, 1979
Thirty-fourth September 1, 1979
Thirty-fifth March 1, 1980
Thirty-sixth April 1, 1981
Thirty-seventh December 1, 1981
Thirty-eighth July 1, 1982
Thirty-ninth December 1, 1982
Fortieth September 1, 1984
Forty-first October 1, 1986
</TABLE>
<PAGE>
3
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
Forty-second December 1, 1986
Forty-third May 1, 1987
Forty-fourth June 1, 1987;
</TABLE>
and
WHEREAS, the Maine Company has heretofore issued, in accordance with the
provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds,
of the First Series through the Twenty-ninth Series, inclusive, and the Utah
Company has heretofore issued subsequent Series, all in the principal amounts as
follows:
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL AMOUNT AGGREGATE PRINCIPAL
SERIES DUE DATE ISSUED AMOUNT OUTSTANDING
----------------------------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C>
1968 $ 42,000,000 0
1. First--3 3/4%
1976 32,000,000 0
2. Second--2 3/4%
1978 3,000,000 0
3. Third--3 1/8%
1979 3,000,000 0
4. Fourth--3%
10/1/1979 3,000,000 0
5. Fifth--2 7/8%
1980 8,000,000 0
6. Sixth--2 7/8%
1981 9,000,000 0
7. Seventh--3 5/8%
1982 10,000,000 0
8. Eighth--3 1/2%
1984 15,000,000 0
9. Ninth--3 1/4%
1985 15,000,000 0
10. Tenth--3 5/8%
1987 15,000,000 0
11. Eleventh--5 1/4%
1990 16,000,000 0
12. Twelfth--4 7/8%
1992 22,000,000 0
13. Thirteenth--4 1/2%
1993 15,000,000 0
14. Fourteenth--4 1/2%
1994 15,000,000 $ 13,400,000
15. Fifteenth--4 5/8%
1998 20,000,000 16,000,000
16. Sixteenth--7%
2000 30,000,000 0
17. Seventeenth--9 1/4%
1976 35,000,000 0
18. Eighteenth--6 1/4%
2002 25,000,000 20,310,000
19. Nineteenth--7 1/2%
2004 14,000,000 13,190,000
20. Twentieth--6 1/8% First
Series
2004 11,000,000 9,365,000
21. Twenty-first--6 1/8% Second
Series
</TABLE>
<PAGE>
4
<TABLE>
<CAPTION>
AGGREGATE
PRINCIPAL AMOUNT AGGREGATE PRINCIPAL
SERIES DUE DATE ISSUED AMOUNT OUTSTANDING
----------------------------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C>
2004 $ 16,000,000 $ 15,060,000
22. Twenty-second--6 1/8% Third
Series
1983 40,000,000 0
23. Twenty-third--10 1/4%
2005 60,000,000 0
24. Twenty-fourth-- 10 1/4%
2006 35,000,000 0
25. Twenty-fifth--9%
4/1/2006 32,000,000 0
26. Twenty-sixth--8 3/4%
9/1/2006 40,000,000 0
27. Twenty-seventh-- 8 3/8%
11/1/2006 50,000,000 50,000,000
28. Twenty-eighth--6 3/8%
3/1/2007 55,000,000 0
29. Twenty-ninth--8 1/2%
9/1/2007 50,000,000 0
30. Thirtieth--8 1/4%
4/1/2008 42,000,000 42,000,000
31. Thirty-first--5.90%
5/1/2008 50,000,000 0
32. Thirty-second--9 1/8%
4/1/2009 35,000,000 0
33. Thirty-third--10 1/8%
9/1/2009 65,000,000 0
34. Thirty-fourth--10 1/4%
3/1/2010 60,000,000 0
35. Thirty-fifth--14 3/4%
4/1/2011 45,000,000 0
36. Thirty-sixth--11 1/8% First
Series
4/1/2011 45,000,000 0
37. Thirty-seventh-- 11 1/8%
Second Series
12/1/2011 90,000,000 0
38. Thirty-eighth--16 3/8%
7/1/2012 46,500,000 0
39. Thirty-ninth--13 1/2%
12/1/2012 90,000,000 0
40. Fortieth--13%
9/1/2014 16,750,000 16,750,000
41. Forty-first--10.70%
10/1/2016 170,000,000 0
42. Forty-second--9 3/8%
12/1/2016 92,000,000 0
43. Forty-third--8 3/4%
5/1/2017 95,000,000 0
44. Forty-fourth--9 7/8%
6/1/2017 46,500,000 0
45. Forth-fifth--8 1/4% First
Series
6/1/2017 16,400,000 0
46. Forty-sixth--8 5/8% Second
Series
6/1/2017 8,300,000 0;
47. Forty-seventh--8 5/8% Third
Series
</TABLE>
and
<PAGE>
5
WHEREAS, the Utah Company entered into a Reorganization Agreement and Plan
of Merger dated August 12, 1987, as amended, pursuant to which, among other
things, the Utah Company was merged into the Company as of January 9, 1989, upon
such terms as fully to preserve and in no respect to impair the Lien or security
of the Mortgage or any of the rights or powers of the trustees or the
bondholders thereunder; and
WHEREAS, pursuant to Article XVII of the Mortgage, the Company executed,
delivered, recorded and filed its Forty-fifth Supplemental Indenture dated as of
January 9, 1989, whereby the Company assumed and agreed to pay, duly and
punctually, the principal of and interest on the bonds issued under the
Mortgage, in accordance with the provisions of said bonds and coupons and the
Mortgage, and agreed to perform and fulfill all the covenants and conditions of
the Mortgage to be kept or performed by the Original Mortgagor, and whereby The
Chase Manhattan Bank (National Association) was appointed Corporate Trustee in
succession to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust
Company of New York), resigned, under the Mortgage, and C.J. Heinzelmann was
appointed Co-Trustee in succession to W.A. Spooner, resigned, under the
Mortgage; and
WHEREAS, the Company executed, delivered, recorded and filed additional
Supplemental Indentures to the Mortgage as follows:
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
Forty-sixth March 31, 1989
Forty-seventh December 29, 1989
Forty-eighth March 31, 1991;
</TABLE>
and
WHEREAS, pursuant to said Forty-eighth Supplemental Indenture, Morgan
Guaranty Trust Company of New York was appointed Corporate Trustee in succession
to The Chase Manhattan Bank (National Association), resigned, under the Mortgage
and C.J. Heinzelmann (the "Resigning Co-Trustee") resigned as Co-Trustee under
the Mortgage and all the right, title and powers of the Resigning Co-Trustee
devolved upon the Corporate Trustee and its successors alone until such time as
a successor to the Resigning Co-Trustee shall be appointed; and
<PAGE>
6
WHEREAS, the Company executed, delivered, recorded and filed additional
Supplemental Indentures to the Mortgage as follows:
<TABLE>
<CAPTION>
DATED AS OF
-------------------------
<S> <C>
Forty-ninth December 31, 1991
Fiftieth March 15, 1992
Fifty-first July 31, 1992
Fifty-second March 15, 1993
Fifty-third November 1, 1993;
</TABLE>
and
WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds,
of the Series and in the principal amounts as follows:
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
SERIES DUE DATE ISSUED OUTSTANDING
------------------------------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
various $ 125,000,000 $ 125,000,000
48. Forty-eighth--Medium-Term
Notes, Series A
various 100,000,000 87,500,000
49. Forty-ninth--Medium-Term Notes,
Series B
various 150,000,000 144,714,391
50. Fiftieth--Medium-Term Notes,
Series C
various 125,000,000 125,000,000
51. Fifty-first--Medium-Term Notes,
Series D
various 125,216,000 118,235,500
52. Fifty-second--C-U
various 250,000,000 250,000,000
53. Fifty-third--Medium-Term Notes,
Series E
4/1/2005 75,000,000 75,000,000
54. Fifty-fourth--6 3/4%
various 250,000,000 250,000,000
55. Fifty-fifth--Medium-Term Notes,
Series F
various 35,600,000 35,600,000;
56. Fifty-sixth--E-L
</TABLE>
and
WHEREAS, in addition to the property described in the Mortgage, the Company
has acquired certain other property, rights and interests in property; and
<PAGE>
7
WHEREAS, Section 8 of the Mortgage provides that the form of each series of
bonds (other than the First Series) issued thereunder and of the coupons to be
attached to coupon bonds of such series shall be established by Resolution of
the Board of Directors of the Company and that the form of such series, as
established by said Board of Directors, shall specify the descriptive title of
the bonds and various other terms thereof, and may also contain such provisions
not inconsistent with the provisions of the Mortgage as the Board of Directors
may, in its discretion, cause to be inserted therein expressing or referring to
the terms and conditions upon which such bonds are to be issued and/or secured
under the Mortgage; and
WHEREAS, Section 130 of the Mortgage provides, among other things, that any
power, privilege or right expressly or impliedly reserved to or in any way
conferred upon the Company by any provision of the Mortgage, whether such power,
privilege or right is in any way restricted or is unrestricted, may be in whole
or in part waived or surrendered or subjected to any restriction if at the time
unrestricted or to additional restriction if already restricted, and the Company
may enter into any further covenants, limitations or restrictions for the
benefit of any one or more series of bonds issued thereunder and provide that a
breach thereof shall be equivalent to a default under the Mortgage, or the
Company may cure any ambiguity contained therein or in any supplemental
indenture or may establish the terms and provisions of any series of bonds other
than the First Series, by an instrument in writing executed and acknowledged by
the Company in such manner as would be necessary to entitle a conveyance of real
estate to record in all of the states in which any property at the time subject
to the Lien of the Mortgage shall be situated; and the Trustee is further
authorized by said Section 130 to join with the Company in the execution of any
such instrument or instruments, and such instrument, executed and acknowledged
as aforesaid, shall be delivered to the Trustee and thereupon any modification
of the provisions of the Mortgage therein set forth, authorized by said Section
130, shall be binding upon the parties to the Mortgage, their successors and
assigns, and the holders of the bonds and coupons thereby secured; provided,
however, anything therein contained to the contrary notwithstanding,
<PAGE>
8
said Section 130 shall not be construed to permit any act, waiver, surrender or
restriction adversely affecting any bonds then Outstanding under the Mortgage;
and
WHEREAS, in Section 42 of the Mortgage, the Original Mortgagor covenanted
that it would execute and deliver such supplemental indenture or indentures and
such further instruments and do such further acts as might be necessary or
proper to carry out more effectually the purposes of the Mortgage and to make
subject to the Lien of the Mortgage any property thereafter acquired, made or
constructed and intended to be subject to the Lien thereof, and to transfer to
any new trustee or trustees or co-trustee or co-trustees, the estates, powers,
instruments or funds held in trust thereunder; and
WHEREAS, the Company now desires to create a new series of bonds and
(pursuant to Section 130 of the Mortgage) to add to its covenants and agreements
contained in the Mortgage certain other covenants and agreements to be observed
by it; and
WHEREAS, the execution and delivery by the Company of this Fifty-fourth
Supplemental Indenture has been duly authorized by the Board of Directors by
appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
ARTICLE I
GRANTING CLAUSES
SECTION 1.01. The Company, in consideration of the premises and of One
Dollar ($1) to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and in
further evidence of assurance of the estate, title and rights of the Trustee
under the Mortgage and in order further to secure the payment of both the
principal of and interest and premium, if any, on the bonds from time to time
issued under the Mortgage, according to their tenor and effect, and the
performance of all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage provided) and
of such bonds, and to confirm
<PAGE>
9
the Lien of the Mortgage on certain after-acquired property, hereby grants,
bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets
over and confirms (subject, however, to Excepted Encumbrances as defined in
Section 6 of the Mortgage) unto Morgan Guaranty Trust Company of New York as
Trustee under the Mortgage, and to its successor or successors in said trust,
and to said Trustee and its successors and assigns forever, all property, real,
personal and mixed acquired by the Company after the date of the Mortgage,
subject to the provisions of Section 97 of the Mortgage and Section 2.02 of the
Forty-fifth Supplemental Indenture thereto, of the kind or nature specifically
mentioned in Paragraphs One through Twelve, inclusive, of the Mortgage, or of
any other kind or nature (except any herein or in the Mortgage expressly
excepted), now owned, or, subject to the provisions of Section 97 of the
Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto,
hereafter acquired by the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever situated, including
the properties described in Article V hereof, and including (without in anywise
limiting or impairing by the enumeration of the same the scope and intent of the
foregoing) all lands, power sites, flowage rights, water rights, water
locations, water appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, dams, dam sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights of way and
roads; all plants for the generation of electricity by steam, water and/or other
power; all power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto, telephone, radio and television systems, air
conditioning systems and equipment incidental thereto, water works, water
systems, steam heat and hot water plants, substations, lines, service and supply
systems, bridges, culverts, tracks, street and interurban railway systems,
offices, buildings and other structures and equipment thereof; all machinery,
engines, boilers, dynamos, electric, gas and other machines, regulators, meters,
transformers, generators, motors, electrical, gas and mechanical appliances,
conduits, cables, water, steam heat, gas or other pipes, mains and pipes,
service pipes, fittings, valves and connections, pole and transmission lines,
wires, cables, tools, implements, apparatus, furniture, chattels and choses in
action; all municipal
<PAGE>
10
and other franchises, consents or permits; all lines for the transmission and
distribution of electric current, gas, steam heat or water for any purpose,
including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus
for use in connection therewith; all real estate, lands, easements, servitudes,
licenses, permits, franchises, privileges, rights of way and other rights in or
relating to real estate or the occupancy of the same and (except as herein or in
the Mortgage expressly excepted) all the right, title and interest of the
Company in and to all other property of like kind and character as herein
described or of any other kind or character appertaining to and/or used and/or
occupied and/or enjoyed in connection with any property herein or in the
Mortgage described;
And the Company does hereby confirm that the Company will not cause or
consent to a partition, either voluntarily or through legal proceedings, of
property subject to the Lien of the Mortgage whether herein described or
heretofore or hereafter acquired, in which its ownership shall be as a tenant in
common, except as permitted by and in conformity with the provisions of the
Mortgage and particularly of Article XII thereof;
TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders
and (subject to the provisions of Section 67 of the Mortgage) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as well as in
equity, which the Company now has or (subject to the provisions of Section 97 of
the Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto)
may hereafter acquire in and to the aforesaid property and franchises and every
part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 97 of the Mortgage and Section 2.02 of the Forty-fifth Supplemental
Indenture thereto, all the property, rights and franchises acquired by the
Company (by purchase, consolidation, merger, donation, construction, erection or
in any other way) after the date hereof, except any herein or in the Mortgage
expressly excepted, shall be and are as fully
<PAGE>
11
granted and conveyed hereby and by the Mortgage, and as fully embraced within
the Lien of the Mortgage as if such property, rights and franchises were now
owned by the Company and were specifically described herein or in the Mortgage
and conveyed hereby or thereby;
PROVIDED THAT the following are not and are not intended to be now or
hereafter granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed hereunder and are expressly excepted
from the Lien and operation of the Mortgage, viz.: (1) cash, shares of stock,
bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, materials or supplies held for
the purpose of sale or other disposition in the usual course of business and
fuel, oil and similar materials and supplies consumable in the operation of any
of the properties of the Company; electric trolley coaches, rolling stock,
buses, motor coaches, automobiles and other vehicles; (3) bills, notes and
accounts receivable, and all contracts, leases and operating agreements not
specifically pledged under the Mortgage or covenanted so to be; the last day of
the term of any lease or leasehold which may be or become subject to the Lien of
the Mortgage; (4) electric energy, gas and other materials or products
generated, manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; and (5) the
Company's franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the Lien and operation of the Mortgage in the
above subdivisions (2) and (3) shall (to the extent permitted by law) cease to
be so excepted in the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the Mortgaged and Pledged
Property in the manner provided in Article XIV of the Mortgage by reason of the
occurrence of a Default as defined in Section 75 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed by the Company as aforesaid, or intended so to be, unto
Morgan Guaranty Trust Company of New York as Trustee, and its successors and
assigns forever;
<PAGE>
12
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts
and conditions and subject to and with the same provisos and covenants as are
set forth in the Mortgage, this Fifty-fourth Supplemental Indenture being
supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions,
provisos, covenants and provisions contained in the Mortgage shall affect and
apply to the property hereinbefore described and conveyed, and to the estates,
rights, obligations and duties of the Company and the Trustee under the Mortgage
and the beneficiaries of the trust with respect to said property, and to the
Trustee under the Mortgage and its successors in the trust, in the same manner
and with the same effect as if the said property had been owned by the Company
at the time of the execution of the Mortgage, and had been specifically and at
length described in and conveyed to said Trustee by the Mortgage as a part of
the property therein stated to be conveyed.
ARTICLE II
FIFTY-SEVENTH SERIES OF BONDS
SECTION 2.01. There shall be a series of bonds designated "First Mortgage
Bond Medium-Term Notes, Series G" (herein sometimes referred to as the
"Fifty-seventh Series"), each of which shall also bear the descriptive title
First Mortgage Bond, and the form thereof, which shall be established by
Resolution of the Board of Directors of the Company, shall contain suitable
provisions with respect to the matters hereinafter in this Section specified.
Bonds of the Fifty-seventh Series shall mature on the maturity date or dates,
and in principal amounts corresponding to the principal amounts, of first
mortgage and collateral trust bonds designated "Secured Medium-Term Notes,
Series G" issued under the Company's Mortgage and Deed of Trust, dated as of
January 9, 1989, as amended and supplemented, to Morgan Guaranty Trust Company
of New York, as trustee, on the basis of such bonds of the Fifty-seventh Series.
Bonds of the Fifty-seventh Series shall be issued as fully registered bonds in
the denomination of One Thousand Dollars and, at the option of the Company, in
any multiple or multiples of One Thousand Dollars (the exercise of such option
to be evidenced by the execution and
<PAGE>
13
delivery thereof); they shall bear no interest; and the principal of each such
bond shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for public and private
debts. Bonds of the Fifty-seventh Series shall be dated as in Section 10 of the
Mortgage provided.
(I) Bonds of the Fifty-seventh Series shall be redeemable either at the
option of the Company or pursuant to the requirements of the Mortgage, as
supplemented (including, among other things, the provisions of Section 39 or 74
of the Mortgage or with the proceeds of released property pursuant to Section 71
of the Mortgage), in whole at any time, or in part from time to time, prior to
maturity at a redemption price equal to 100.0% of the principal amount thereof.
(II) At the option of the registered owner, any bonds of the Fifty-seventh
Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, together with a
written instrument of transfer whenever required by the Company duly executed by
the registered owner or by his duly authorized attorney shall (subject to the
provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized denominations.
Bonds of the Fifty-seventh Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage and to the limitations set forth in
this Fifty-fourth Supplemental Indenture), upon the surrender thereof for
cancellation, together with a written instrument of transfer in form approved by
the registrar duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York. Upon any transfer or exchange of bonds of the
Fifty-seventh Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as provided in
Section 12 of the Mortgage, but the Company hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds of the
Fifty-seventh Series.
The Trustee may conclusively presume that the obligation of the Company to
pay the principal of the bonds of the Fifty-seventh Series as
<PAGE>
14
the same shall become due and payable shall have been fully satisfied and
discharged unless and until it shall have received a written notice from the
trustee under the Company's Mortgage and Deed of Trust, dated as of January 9,
1989, as amended and supplemented, to Morgan Guaranty Trust Company of New York,
as trustee, signed by the President, a Vice President, an Assistant Vice
President or a Trust Officer of such trustee, stating that interest or principal
due and payable on any bonds issued under said Mortgage and Deed of Trust has
not been fully paid and specifying the amount of funds required to make such
payment.
Bonds of the Fifty-seventh Series shall be initially issued in the name of
Morgan Guaranty Trust Company of New York, as trustee under the Company's
Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and
supplemented, and shall not be transferable, except to any successor trustee
under said Mortgage and Deed of Trust.
After the execution and delivery of this Fifty-fourth Supplemental Indenture
and upon compliance with the applicable provisions of the Mortgage, as
supplemented, it is contemplated that there shall be issued bonds of the
Fifty-seventh Series in an aggregate principal amount not to exceed Two Hundred
and Fifty Million Dollars ($250,000,000).
ARTICLE III
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE
SECTION 3.01. The Company reserves the right, without any consent or other
action by holders of bonds of the Fifty-fourth Series, or any series of bonds
subsequently created under the Mortgage (including the bonds of the
Fifty-seventh Series), to make such other amendments to the Mortgage, as
heretofore amended and supplemented, as shall be necessary in order to amend the
first proviso to the granting clause of the Mortgage, which proviso sets forth
the properties excepted from the Lien of the Mortgage, to add a new exception
(6) which shall read as follows:
"(6) allowances allocated to steam-electric generating plants owned by the
Company or in which the Company has interests, pursuant to
<PAGE>
15
Title IV of the Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15,
1990, 104 Stat. 2399, 42 USC Section 7651, ET SEQ., as now in effect or as
hereafter supplemented or amended."
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01. The right, if any, of the Company to assert the defense of
usury against a holder or holders of bonds of the Fifty-seventh Series or any
subsequent series shall be determined only under the laws of the State of New
York.
SECTION 4.02. The terms defined in the Mortgage shall, for all purposes of
this Fifty-fourth Supplemental Indenture, have the meanings specified in the
Mortgage.
SECTION 4.03. The Trustee hereby accepts the trusts declared, provided,
created or supplemented in the Mortgage and herein, and agrees to perform the
same upon the terms and conditions set forth herein and in the Mortgage, and
upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fifty-fourth Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made by the Company solely. In general, each and every term and
condition contained in Article XVIII of the Mortgage shall apply to and form
part of this Fifty-fourth Supplemental Indenture with the same force and effect
as if the same were herein set forth in full, with such omissions, variations
and insertions, if any, as may be appropriate to make the same conform to the
provisions of the Fifty-fourth Supplemental Indenture.
SECTION 4.04. Whenever in this Fifty-fourth Supplemental Indenture any of
the parties hereto is named or referred to, this shall, subject to the
provisions of Articles XVII and XVIII of the Mortgage, be deemed to include the
successors and assigns of such party, and all the covenants and agreements in
this Fifty-fourth Supplemental Indenture contained by or on behalf of the
Company, or by or on behalf of the Trustee, or
<PAGE>
16
either of them, shall, subject as aforesaid, bind and inure to the respective
benefits of the respective successors and assigns of such parties, whether so
expressed or not.
SECTION 4.05. Nothing in this Fifty-fourth Supplemental Indenture, expressed
or implied, is intended, or shall be construed, to confer upon, or to give to
any person, firm or corporation, other than the parties hereto and the holders
of the bonds and coupons Outstanding under the Mortgage, any right, remedy or
claim under or by reason of this Fifty-fourth Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this
Fifty-fourth Supplemental Indenture contained by or on behalf of the Company
shall be for the sole and exclusive benefit of the parties hereto, and of the
holders of the bonds and coupons Outstanding under the Mortgage.
SECTION 4.06. This Fifty-fourth Supplemental Indenture shall be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
ARTICLE V
SPECIFIC DESCRIPTION OF PROPERTY
The following described properties of the Company, owned as of the date
hereof, and used (or held for future development and use) in connection with the
Utah Power Division of the Company's electric utility systems, or for other
purposes, as hereinafter indicated, respectively:
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01006
Lands in BEAR LAKE County, State of IDAHO
PARCEL NO. 1:
A Tract of land in Section 1, Township 13 South, Range 43 East of the
Boise Meridian, and in Section 6, Township 13 South, Range 44 East of
the Boise Meridian, more particularly described as follows:
<PAGE>
17
Beginning at the Northwest Corner of Section 6, Township and Range
aforesaid, and running thence South 0 DEG. 05' 05" East 1562.81 feet
(shown of record as North); thence South 62 DEG. 45' 24" West 370.68
feet; thence South 75 DEG. 47' 42" West 439.36 feet; thence South
68 DEG. 10' 20" West 886.81 feet; thence South 48 DEG. 17' 09" West
719.09 feet; thence South 89 DEG. 45' 15" West 1848.16 feet along an
existing fence line; thence South 0 DEG. 16' 35" East 1280.10 feet along
an existing fence line; thence South 89 DEG. 59' 11" East 589 feet along
an existing fence line; thence North 35 DEG. 25' 26" East 344.28 feet
along an existing fence line; thence North 68 DEG. 35' 07" East 2909.70
feet (shown of record as North 68 DEG. 00' East) along an existing fence
line; thence South 16 DEG. 30' East 710.69 feet (shown of record as 660
feet) along an existing fence line; thence North 58 DEG. 00' East 280.5
feet along an existing fence line; thence North 2 DEG. 45' 05" East 495
feet (shown South of Record; thence North 89 DEG. 44' 58" East 2133.70
feet along an existing fence line; thence North 15 DEG. 01' 55" East
685.55 feet along an existing fence line; thence South 80 DEG. 30' East
409.92 feet, more or less, to the Bear River; thence along the West bank
of the Bear River along the following 8 courses: thence North 24 DEG.
05' 40" West 29.19 feet; thence North 35 DEG. 50' 57" East 199.84 feet;
thence North 42 DEG. 28' 29" East 253.13 feet; thence North 10 DEG. 06'
46" East 85.58 feet; thence North 29 DEG. 20' 00" West 205.25 feet;
thence North 27 DEG. 44' 24" West 296.85 feet; thence North 1 DEG. 04'
43" East 71.81 feet; thence North 29 DEG. 54' 42" East 216.96 feet;
thence leaving the West bank of Bear River and running thence West 94.18
feet; thence North 22 DEG. 42' 23" West 305.02 feet; thence North
15 DEG. 04' 37" East 501.94 feet; thence West 2870 feet, more or less, to
the point of beginning.
PARCEL NO. 2
TOWNSHIP 12 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 31: Beginning at the Southwest Corner of said Section 31 and
running thence North 2008 feet; thence East
<PAGE>
18
1475.1 feet; thence North 1056 feet; thence East 412.5 feet; thence
South 3064 feet; thence West 1887.6 feet to the point of beginning.
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01007
Lands in BEAR LAKE County, State of IDAHO
TOWNSHIP 13 SOUTH, RANGE 43 EAST OF THE BOISE MERIDIAN:
Section 12: NW 1/4 NE 1/4
Section 1: S 1/2 SE 1/4; and Lot 9
ALSO: Beginning at a point in the center of Outlet, 7 1/2 chains South
from the Northeast Corner of the Southeast Quarter of Section 1,
Township 13 South, Range 43 East, of the Boise Meridian, and running
thence South 58 DEG. West along center of said outlet 4 chains; thence
North 16 DEG. 30' West along said Outlet 7 1/2 chains; thence South
72 DEG. West 35 chains to the West boundary line of Lot 10 in said
Section 1; thence South to the Southwest Corner of said Lot 10; thence
East 160 rods, more or less, to the Southeast corner of the NE 1/4
SE 1/4 of said Section 1; thence North 12 1/2 chains, more or less, to
the place of beginning.
TOWNSHIP 13 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 6: Commencing at a point 3.50 chains North from the Southwest
corner of Section 6, in Township 13 South, Range 44 East of the Boise
Meridian, and running thence North 31 DEG. 55' East 25 chains and 42
links; thence North 66 DEG. 30' West 14.50 chains, thence South 27.90
chains, more or less, to the place of beginning.
Together with any and all water rights appurtenant to said property, including
but not limited to State of Idaho License and Certificate of Water Right No.
30521, and together with a perpetual right of way described as follows:
<PAGE>
19
A perpetual unfenced RIGHT-OF-WAY located in the Northwest Quarter of
the Southwest Quarter of Section 1, and in the Northeast Quarter of the
Southeast Quarter of Section 2, Township 13 South, Range 43 East of the
Boise Meridian as follows:
Beginning at a point on the East line of the Bern Ovid County Road on
the North line of the Northeast Quarter of the Southeast Quarter of
Section 2, Township 13 South, Range 43 East of the Boise Meridian,
thence Southeasterly to the Northwest Corner of the Frank Colombo land
in Section 1, Township 13 South, Range 43 East Boise Meridian, in Idaho.
DIMPLE DELL SUBSTATION--PARCEL NUMBER: US01014
Lands in SALT LAKE County, State of UTAH
Beginning at a Northeast corner of the tract of land owned by DAVID
EVANS MITCHELL and VENITA ELSIE MITCHELL as of June 29, 1993, which
point of beginning is South 78 DEG. 02' 11" East 2197.22 feet from the
Northwest corner of the Southeast quarter of Section 16, Township 3
South, Range 1 East, Salt Lake Base and Meridian; and running thence
West 298.02 feet to the West boundary line of said land; thence South
311.83 feet along said West boundary line to the Southwest corner of
said land; thence South 82 DEG. 42' East 150.43 feet along the South
boundary line to a Southeast corner of said land; thence North 150 feet
along an East boundary line of said land; thence South 82 DEG. 42' East
150 feet to the East boundary line of said land; thence North 200 feet
along said East boundary line to the point of beginning.
LAKEPARK 138KV SUBSTATION--PARCEL NUMBER: US01015
Lands in SALT LAKE County, State of UTAH
Beginning at a point which is South 0 DEG. 14' 00" West along the East
section line 536.29 feet and North 89 DEG. 52' 12" West 941.98 feet from
the East one quarter corner of Section 23, Township 1 South, Range 2
West, Salt Lake Base and Meridian;
<PAGE>
20
thence South 0 DEG. 14' 00" West 687.89 feet; thence North 89 DEG. 58'
00" West 734.35 feet to the West line of a UTAH POWER & LIGHT COMPANY
pole line easement shown as Entry No. 2864157, Page 424, Book 4362, Salt
Lake County Recorder's office; thence North 0 DEG. 06' 20" West along
said West line 689.13 feet; thence South 89 DEG. 52' 12" East 738.43
feet to the point of BEGINNING.
<PAGE>
21
IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by one of its Vice
Presidents, and its corporate seal to be attested to by its Secretary or one of
its Assistant Secretaries; and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, in
acknowledgement of its acceptance of the trust hereby created, has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Vice Presidents or one of its Assistant Vice Presidents,
and its corporate seal to be attested to by one of its Assistant Secretaries;
all as of the day and year first above written.
[SEAL] PACIFICORP
By RICHARD T. O'BRIEN
-------------------------------
Vice President
Attest:
JOHN M. SCHWEITZER
----------------------------------
Assistant Secretary
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
[SEAL] as Successor Corporate Trustee
By CATHERINE F. DONOHUE
-------------------------------
Vice President
Attest:
TAMI FELICETTI
----------------------------------
Assistant Secretary
<PAGE>
22
STATE OF OREGON
COUNTY OF MULTNOMAH ss.:
On this 13th day of July, 1994, before me, LEE ANN PETRIE, a Notary Public
in and for the State of Oregon, personally appeared RICHARD T. O'BRIEN and JOHN
M. SCHWEITZER, known to me to be a Vice President and an Assistant Secretary,
respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and acknowledged this instrument to be the free, voluntary and in
all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
LEE ANN PETRIE
----------------------------------
My commission expires: April 16, 1996
[SEAL] Residing at: Portland, Oregon
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On this 6th day of July, 1994, before me, THOMAS J. COURTNEY, a Notary
Public in and for the State of New York, personally appeared CATHERINE F.
DONOHUE and TAMI FELICETTI, known to me to be a Vice President and Assistant
Secretary, respectively, of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New
York corporation, who being duly sworn, stated that the seal affixed to the
foregoing instrument is the corporate seal of said corporation and acknowledged
this instrument to be the free, voluntary and in all respects duly and properly
authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
THOMAS J. COURTNEY
----------------------------------
Notary Public, State of New York
No. 24-4996233
Qualified in Kings County
[SEAL] Commission expires: May 11, 1996
<PAGE>
<TABLE>
EXHIBIT (12)
PACIFICORP
STATEMENTS OF COMPUTATION OF RATIO
OF EARNINGS TO FIXED CHARGES
(IN MILLIONS OF DOLLARS)
<CAPTION>
Six Months
YEAR ENDED DECEMBER 31, Ended
_______________________________________________________
1989 1990 1991 1992 1993 June 30, 1994
____ ____ ____ ____ ____ _____________
<S> <C> <C> <C> <C> <C> <C>
Fixed Charges, as defined:*
Interest expense....................... $ 473.1 $ 431.2 $ 428.0 $ 409.7 $ 377.8 $169.2
Estimated interest portion
of rentals charged to expense........ 29.9 23.3 20.4 17.1 20.1 9.2
Preferred dividend requirement of
majority-owned subsidiary............ 4.5 4.2 - - - -
_______ _______ _______ _______ _______ _____
Total fixed charges............ $ 507.5 $ 458.7 $ 448.4 $ 426.8 $ 397.9 $178.4
_______ _______ _______ _______ _______ _____
_______ _______ _______ _______ _______ _____
Earnings, as defined:*
Income from continuing
operations........................... $ 403.0 $ 413.4 $ 446.8 $ 150.2 $ 422.7 $209.8
Add (deduct):
Provision for income taxes........... 207.1 179.1 176.7 90.8 187.4 111.4
Minority interest.................... 12.3 18.1 14.1 8.4 11.3 5.5
Undistributed income of
less than 50% owned affiliates..... 14.7 - (1.8) (5.7) (16.2) (5.9)
Fixed charges as above............... 507.5 458.7 448.4 426.8 397.9 178.4
_______ _______ _______ _______ _______ _____
Total earnings................. $1,144.6 $1,069.3 $1,084.2 $ 670.5 $1,003.1 $499.2
_______ _______ _______ _______ _______ _____
_______ _______ _______ _______ _______ _____
Ratio of Earnings to Fixed Charges....... 2.3x 2.3x 2.4x 1.6x 2.5x 2.8x
____ ____ ____ ____ ____ ____
____ ____ ____ ____ ____ ____
<FN>
_______________
*"Fixed charges" represents consolidated interest charges, an estimated amount representing the interest factor in rents
and preferred stock dividend requirements of majority-owned subsidiaries. "Earnings" represent the aggregate of (a) income
from continuing operations, (b) taxes based on income from continuing operations, (c) minority interest in the income of
majority-owned subsidiaries that have fixed charges, (d) fixed charges and (e) undistributed income of less than 50% owned
affiliates without loan guarantees.
</TABLE>
<PAGE>
Deloitte & Touche
_________________ _____________________________________________________
3900 US Bancorp Tower Telephone:(503)222-1341
111 SW Fifth Avenue Facsimile:(503)224-2172
Portland, Oregon 97204-3698
EXHIBIT 15
August 11, 1994
PacifiCorp
700 N.E. Multnomah
Portland, Oregon
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of PacifiCorp and subsidiaries for the periods ended
June 30, 1994 and 1993, as indicated in our report dated August 11, 1994;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, is
incorporated by reference in Registration Statement Nos. 33-36452, 33-49607,
and 33-51163, all on Form S-3; in Registration Statement Nos. 33-39195 and
33-49479, and Post-Effective Amendment No. 1 to Registration Statement No.
33-17970, all on Form S-8; and in Registration Statement No. 33-36239 on Form
S-4.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
DELOITTE & TOUCHE
