AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996
REGISTRATION NO. 333-09115
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFICORP
(Exact name of registrant as specified in its charter)
Oregon 93-0246090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 NE Multnomah
Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Richard T. O'Brien
Senior Vice President and Chief Financial Officer
700 NE Multnomah
Suite 1600
Portland, Oregon 97232-4116
(503) 731-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Stoel Rives LLP Winthrop, Stimson, Putnam & Roberts
700 NE Multnomah, Suite 950 One Battery Park Plaza
Portland, Oregon 97232-4109 New York, New York 10004-1490
Attention of John M. Schweitzer Attention of C. Payson Coleman, Jr.
(503) 872-4821 (212) 858-1426
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after this Registration Statement becomes
effective as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Title of each Amount maximum aggregate Amount of
class of securities to be offering price offering registration
to be registered registered(1)(2) per unit(1) price(1)(2) fee(3)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock; No Par Serial
Preferred Stock; First
Mortgage Bonds; and Unsecured
Debt Securities --- --- $853,491,250 $294,308(4)
- ----------------------------------------------------------------------------------------------------
<FN>
(1) The amount to be registered, the proposed maximum offering price per
unit and the proposed maximum aggregate offering price for each class
of securities being registered have been omitted in accordance with
General Instruction II.D of Form S-3.
(2) In no event will the aggregate initial offering price (excluding accrued
interest) of the securities issued under this Registration Statement
exceed $853,491,250.
(3) The amount of the registration fee has been calculated in accordance
with Rule 457(o) under the Securities Act of 1933.
(4) An aggregate of $146,508,750 of Common Stock and First Mortgage Bonds is
being carried forward from registration statement No. 33-51163, as to
which securities a registration fee of $50,520 was previously paid
with such registration statement.
</FN>
</TABLE>
------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
filed as part of this Registration Statement will be used as a combined
prospectus in connection with this Registration Statement and registration
statement No. 33-51163.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets the requirements for filing on Form S-3 and has duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on August 8, 1996.
PACIFICORP
By: RICHARD T. O'BRIEN
--------------------------------
Richard T. O'Brien,
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment has been duly signed by the following persons on August 8, 1996
in the capacities indicated.
Signature Title
--------- -----
*FREDERICK W. BUCKMAN President, Chief Executive Officer
- ---------------------------------- and Director
Frederick W. Buckman
RICHARD T. O'BRIEN Senior Vice President and Chief
- ---------------------------------- Financial Officer
Richard T. O'Brien (also Chief Accounting Officer)
*KATHRYN A. BRAUN Director
- ----------------------------------
Kathryn A. Braun
*C. TODD CONOVER Director
- ----------------------------------
C. Todd Conover
*NOLAN E. KARRAS Director
- ----------------------------------
Nolan E. Karras
*KEITH R. McKENNON Director
- ----------------------------------
Keith R. McKennon
(Chairman)
*ROBERT G. MILLER Director
- ----------------------------------
Robert G. Miller
*VERL R. TOPHAM Director
- ----------------------------------
Verl R. Topham
*DON M. WHEELER Director
- ----------------------------------
Don M. Wheeler
<PAGE>
*NANCY WILGENBUSCH Director
- ----------------------------------
Nancy Wilgenbusch
*PETER I. WOLD Director
- ----------------------------------
Peter I. Wold
*By FREDERICK W. BUCKMAN
------------------------------
Frederick W. Buckman
(Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
*1(a) Form of Underwriting Agreement relating to
Additional Common Stock (Exhibit (1)(b),
File No. 33-49607).
*1(b) Form of Underwriting Agreement relating to
Additional Preferred Stock (Exhibit (1),
File No. 33-41983).
*1(c) Form of Underwriting Agreement relating to
Additional Bonds (Exhibit (1)(a), File No.
33-49607).
*1(d) Form of Underwriting Agreement relating to
Unsecured Debt Securities (Exhibit (1)(b),
File No. 33-55309).
*4(a) Second Restated Articles of Incorporation
of the Company, as amended (Exhibit (3)a,
Form 10-K for fiscal year ended
December 31, 1992, File No. 1-5152).
*4(b) Form of Certificate evidencing Common Stock
(Exhibit 4-A to Form 8-B, File No. 1-5152).
*4(c) Form of Certificate evidencing No Par
Serial Preferred Stock (Exhibit 4-D to
Form 8-B, File No. 1-5152).
*4(d) Bylaws of the Company (as restated and amended
November 17, 1993) (Exhibit (3)b, Form 10-K for
fiscal year ended December 31, 1993, File
No. 1-5152).
*4(e) Mortgage and Deed of Trust dated as of January
9, 1989 between the Company and Morgan Guaranty
Trust Company of New York (The Chase Manhattan
Bank (formerly Chemical Bank), successor),
Trustee, as supplemented and modified by eleven
Supplemental Indentures (Exhibit 4-E, Form 8-B,
File No. 1-5152; Exhibit (4)(b), File No.
33-31861; Exhibit (4)(a), Form 8-K dated
January 9, 1990, File No. 1-5152; Exhibit 4(a),
Form 8-K dated September 11, 1991, File No.
1-5152; Exhibit 4(a), Form 8-K dated January 7,
1992, File No. 1-5152; and Exhibit 4(a), Form
10-Q for the quarter ended March 31, 1992, File
No. 1-5152; and Exhibit 4(a), Form 10-Q for the
quarter ended September 30, 1992, File No.
1-5152; Exhibit 4(a), Form 8-K dated April 1,
1993, File No. 1-5152; Exhibit 4(a), Form 10-Q
for the quarter ended September 30, 1993, File
No. 1-5152; Exhibit 4(a), Form 10-Q for the
quarter ended June 30, 1994, File
<PAGE>
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
No. 1-5152; Exhibit 4(b), Form 10-K for fiscal year
ended December 31, 1994, File No. 1-5152; and
Exhibit (4)b, Form 10-K for the fiscal year ended
December 31, 1995, File No. 1-5152).
*4(f) Form of First Mortgage Bond (Exhibit (4)(h),
File No. 33-26517).
*4(g) Indenture dated as of May 1, 1995 between the
Company and The Bank of New York, as Trustee,
as supplemented by two Supplemental Indentures
(Exhibit (4)(a), File No. 333-03357).
4(h) Third Supplemental Indenture to Indenture dated
as of June 1, 1996.
*4(i) Form of Supplemental Indenture to Subordinated
Indenture to be used in connection with the
issuance of Subordinated Debt Securities
(Exhibit 4(d), File No. 33-58569).
*4(j) Form of Subordinated Debt Securities (included
in Exhibit 4(g) above).
**4(k) Form of Indenture between the Company and The
Chase Manhattan Bank, as Trustee, relating to
Unsecured Debt Securities other than
Subordinated Debt Securities.
**4(l)
Form of Unsecured Debt Security other than Subordinated Debt
Securities (included in Exhibit 4(k) above).
**5 Opinion of Stoel Rives LLP.
*12(a) Statements re Computation of Ratios of Earnings
to Fixed Charges (Exhibit 12(a), Form 10-Q for
the quarter ended March 31, 1996, File No.
1-5152).
*12(b) Statements re Computation of Ratios of Earnings
to Combined Fixed Charges and Preferred Stock
Dividends. (Exhibit 12(b), Form 10-Q for the
quarter ended March 31, 1996, File No. 1-5152).
**15 Letter re Unaudited Interim Financial Information.
**23(a) Consent of Deloitte & Touche LLP.
**23(b) Consent of Stoel Rives LLP (included in Exhibit 5 above).
<PAGE>
Exhibit Sequential
No. Description Page No.
- ------- ----------- ----------
**24 Powers of Attorney.
**25(a) Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank
of New York, as Trustee under the Indenture
dated as of May 1, 1995 relating to
Subordinated Debt Securities, as supplemented,
between the Company and The Bank of New York.
**25(b) Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Indenture
relating to Debt Securities other than
Subordinated Debt Securities, between the
Company and The Chase Manhattan Bank.
**25(c) Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee, under the Mortgage
and Deed of Trust, dated as of January 9, 1989
between the Company and Morgan Guaranty Trust
Company of New York (The Chase Manhattan Bank
(formerly Chemical Bank), successor), Trustee,
as supplemented and modified, relating to First
Mortgage Bonds.
- ------------------
* Incorporated by reference.
** Previously filed.
PACIFICORP
AND
THE BANK OF NEW YORK,
as Trustee
--------------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of June 1, 1996
TO
INDENTURE
Dated as of May 1, 1995
--------------------
8 1/4% Junior Subordinated Deferrable Interest Debentures, Series C
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 1996
(the "Third Supplemental Indenture"), between PACIFICORP, a corporation
duly organized and existing under the laws of the State of Oregon
(hereinafter sometimes referred to as the "Company"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (hereinafter sometimes
referred to as the "Trustee") (under the Indenture dated as of May 1, 1995
between the Company and the Trustee (the "Indenture").
WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of its junior subordinated
debentures (the "Debentures"), which Debentures are to be issued from time
to time in such series as may be determined by the Company under the
Indenture, in an unlimited aggregate principal amount which may be
authenticated and delivered thereunder as in the Indenture provided; and
WHEREAS, the Company and the Trustee previously executed and
delivered a First Supplemental Indenture dated as of May 1, 1995 (the
"First Supplemental Indenture") and in accordance therewith the Company
issued a series of Debentures designated the "8 3/8% Junior Subordinated
Deferrable Interest Debentures, Series A, Due 2025" in the aggregate
principal amount of $120,000,000; and
WHEREAS, the Company and the Trustee previously executed and
delivered a Second Supplemental Indenture dated as of October 1, 1995 (the
"Second Supplemental Indenture") and in accordance therewith the Company
issued a series of Debentures designated the "8.55% Junior Subordinated
Deferrable Interest Debentures, Series B" in the aggregate principal amount
of $55,825,925; and
WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its Debentures
to be known as its 8 1/4% Junior Subordinated Deferrable Interest
Debentures, Series C (such series being hereinafter referred to as the
"Series C Debentures"), which Series C Debentures will be issued to
evidence a loan made to the Company of the proceeds from the issuance by
PacifiCorp Capital I, a Delaware business trust (the "Trust") of preferred
undivided beneficial interests in the assets of the Trust (the "Preferred
Securities") and common undivided beneficial interests in the assets of the
Trust (the "Common Securities") pursuant to the terms of an Amended and
Restated Trust Agreement (the "Trust Agreement") dated as of June 11, 1996
among the Company, as Depositor, The Bank of New York, as Property Trustee,
The Bank of New York (Delaware), as Delaware Trustee and the Administrative
Trustees named therein (the "Administrative Trustees"), which Trust
Agreement shall be substantially in the form attached hereto as Annex A,
the form and substance of such Series C Debentures and the terms,
provisions and conditions thereof to be set forth as provided in the
Indenture and this Third Supplemental Indenture; and
WHEREAS, the Company desires and has requested the Trustee to join
with it in the execution and delivery of this Third Supplemental Indenture,
and all requirements necessary to make this Third Supplemental Indenture a
valid instrument, in accordance with its terms, and to make the Series C
Debentures, when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been
<PAGE>
performed and fulfilled, and the execution and delivery hereof have been in
all respects duly authorized;
NOW, THEREFORE, in consideration of the purchase and acceptance of
the Series C Debentures by the holders thereof, and for the purpose of
setting forth, as provided in the Indenture, the form and substance of the
Series C Debentures and the terms, provisions and conditions thereof, the
Company covenants and agrees with the Trustee as follows:
ARTICLE ONE
Additional Definitions
SECTION 1.01. For all purposes of this Third Supplemental
Indenture, capitalized terms used herein without definition shall have the
meanings specified in the Indenture.
SECTION 1.02. The terms defined in this Section, for all purposes
of this Third Supplemental Indenture, shall have the respective meanings
specified in this Section.
"Additional Sums" has the meaning specified in Section 5.05 of this
Third Supplemental Indenture.
"Additional Taxes" means the sum of any additional taxes, duties
and other governmental charges to which the Trust has become subject from
time to time as a result of a Tax Event.
"Common Securities" has the meaning specified in the fourth recital
of this Third Supplemental Indenture.
"Distributions" means amounts payable in respect of the Preferred
Securities as provided in the Trust Agreement.
"Extension Period" has the meaning specified in Section 4.01 of
this Third Supplemental Indenture.
"Guarantee" means the guarantee by the Company of distributions on
the Preferred Securities of the Trust to the extent provided in the
Guarantee Agreement, substantially in the form attached hereto as Annex B.
"Investment Company Event" means, in respect of the Trust, the
receipt by the Trust of an Opinion of Counsel, rendered by a law firm
having a recognized national tax and securities practice, to the effect
that, as a result of the occurrence of a change in law or regulation or a
change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority (a
"Change in 1940 Act Law"), the Trust is or will be considered an
"investment company" that is required to be registered under the 1940 Act,
which Change in 1940 Act Law becomes effective on or after the date of
original issuance of the Preferred Securities of the Trust.
2
<PAGE>
"1940 Act" means the Investment Company Act of 1940, as amended.
"Preferred Securities" has the meaning specified in the fourth
recital of this Third Supplemental Indenture.
"Property Trustee" means, in respect of the Trust, the commercial
bank or trust company identified as the "Property Trustee" in the Trust
Agreement, solely in its capacity as Property Trustee of the Trust under
the Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided.
"Special Event" means a Tax Event or an Investment Company Event.
"Tax Event" means the receipt by the Trust of an Opinion of
Counsel, rendered by a law firm having a recognized national tax and
securities practice, to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
or taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying
such laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of
the Preferred Securities of the Trust, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date of such
Opinion of Counsel, subject to United States federal income tax with
respect to income received or accrued on the corresponding Series C
Debentures, (ii) interest payable by the Company on the Series C Debentures
is not, or within 90 days of the date of such Opinion of Counsel, will not
be, deductible by PacifiCorp, in whole or in part, for United States
federal income tax purposes or (iii) the Trust is, or will be within 90
days of the date of such Opinion of Counsel, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.
"Trust" has the meaning specified in the fourth recital of this
Third Supplemental Indenture.
"Trust Agreement" has the meaning specified in the fourth recital
of this Third Supplemental Indenture.
ARTICLE TWO
General Terms and Conditions of
the Series C Debentures
SECTION 2.01. There shall be and is hereby authorized a series of
Debentures designated the "8 1/4% Junior Subordinated Deferrable Interest
Debentures, Series C," limited in aggregate principal amount to
$223,712,000, which amount shall be as set forth in any written order of
the Company for the authentication and delivery of Series C Debentures. The
Series C Debentures shall mature and the principal shall be due and
payable, together with all accrued and unpaid interest thereon, on June 30,
2036; The
3
<PAGE>
Series C Debentures shall be issued in the form of registered Series C
Debentures without coupons.
SECTION 2.02. The Series C Debentures shall be issued in
certificated form and registered in the name of the Property Trustee or its
nominee, subject to the exchange of such certificated Series C Debentures
for a Global Debenture as provided in the Trust Agreement. Series C
Debentures represented by a Global Debenture will not be exchangeable for,
and will not otherwise be issuable as, Series C Debentures in certificated
form, except as provided in Section 2.11 of the Indenture. Principal and
interest on the Series C Debentures will be payable, the transfer of such
Series C Debentures will be registrable and such Series C Debentures will
be exchangeable for Series C Debentures bearing identical terms and
provisions at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York; provided,
however, that payment of interest may be made at the option of the Company
by check mailed to the registered holder at such address as shall appear in
the Debenture Register or, with respect to a registered holder of
$1,000,000 or more in aggregate principal amount of Series C Debentures who
has delivered a written request to the Trustee at least 14 days prior to
the relevant Interest Payment Date (as defined in Section 2.03 below)
electing to have payments made by wire transfer to a designated account in
the United States, by wire transfer of immediately available funds to such
designated account. The Company and the Trustee will act as co-paying
agents for the Series C Debentures. Payments of principal of and interest
on the Series C Debentures issued as a Global Debenture will be made to the
Depository.
SECTION 2.03. Each Series C Debenture will bear interest at the
rate of 8 1/4% per annum from and including the original date of issuance
or from the most recent Interest Payment Date referred to below to which
interest has been paid or duly provided for until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum, payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of
each year (each, an "Interest Payment Date"), commencing on June 30, 1996,
to the person in whose name such Series C Debenture or any predecessor
Series C Debenture is registered at the close of business on the Business
Day next preceding that Interest Payment Date (each, a "Record Date");
provided, however, that if the Series C Debentures shall not be in the form
of a Global Debenture, the record date shall be the 15th day of the last
month of each calendar quarter. Any such interest installment not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the registered holder on the relevant
Record Date, and may be paid to the person in whose name the Series C
Debenture (or one or more predecessor Debentures) is registered at the
close of business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be given to
the registered holders of the Series C Debentures not less than 10 days
prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which the Series C Debentures may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in
the Indenture; provided, however, that interest (other than interest
described in the next sentence) shall not be considered payable by the
Company on any Interest Payment Date falling within
4
<PAGE>
an Extension Period, unless the Company has elected to make a full or
partial payment of interest accrued on the Series C Debentures on that
Interest Payment Date. Any partial payment of interest accrued on the
Series C Debentures on any Interest Payment Date falling within an
Extension Period shall be paid pro rata to such registered holders based
upon the principal amount of Series C Debentures then held by such
registered holders.
The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months and, for any period
shorter than a full calendar month, on the basis of the actual number of
days elapsed in such period. In the event that any date on which interest
is payable on the Series C Debentures is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on the date such payment was originally payable.
ARTICLE THREE
Redemption of the Series C Debentures
SECTION 3.01. Subject to the terms of Article Three of the
Indenture, the Company shall have the right to redeem the Series C
Debentures, in whole, at any time, or in part, from time to time, on or
after June 11, 2001, at a redemption price equal to 100% of the principal
amount of Series C Debentures to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption. If the Series C Debentures
are only partially redeemed pursuant to this Section, the Series C
Debentures will be redeemed by lot or by any other method utilized by the
Trustee. The Company may not redeem the Series C Debentures in part unless
all accrued and unpaid interest has been paid in full on all outstanding
Series C Debentures for all interest periods terminating on or prior to the
date of redemption.
SECTION 3.02. If a Special Event in respect of the Trust shall
occur and be continuing, the Company may, at its option, redeem the Series
C Debentures at any time within 90 days of the occurrence of such Special
Event, in whole, but not in part, subject to the provisions of the
Indenture. The redemption price for any Series C Debenture so redeemed
shall be equal to 100% of the principal amount of the Series C Debentures
to be redeemed plus any accrued and unpaid interest thereon to the date of
redemption.
ARTICLE FOUR
Extension of Interest Payment Period
SECTION 4.01. Subject to Section 4.06 of the Indenture and Section
5.06 of this Third Supplemental Indenture, the Company shall have the
right, at any time during the term of the Series C Debentures, to defer the
payment of interest on such Series C Debentures at any time and from time
to time for a period not to exceed 20 consecutive calendar quarters from
the last Interest Payment Date to which interest was paid in full (each, an
"Extension Period"), during which periods the Company shall have the right
to make partial payments of interest on any Interest Payment Date, and at
the end of such Extension Period the
5
<PAGE>
Company shall pay all interest then accrued and unpaid thereon. Prior to
the termination of any such Extension Period, the Company may further
extend the interest payment period, provided that such Extension Period
together with all such previous and further extensions of such Extension
Period shall not exceed 20 consecutive quarters or extend beyond the
maturity of the Series C Debentures. No such Extension Period shall end on
a date other than an Interest Payment Date. Upon termination of any such
Extension Period and upon the payment of all accrued and unpaid interest
then due, the Company may elect to begin a new Extension Period, subject to
the above requirements. No interest shall be due and payable during an
Extension Period, except at the end thereof.
SECTION 4.02. The Company shall give the Trustee and the
Administrative Trustees written notice of (i) any election by the Company
to initiate an Extension Period and the duration thereof, (ii) any election
by the Company to extend an Extension Period beyond the Interest Payment
Date on which that Extension Period is then scheduled to terminate and the
duration of such extension and (iii) any election by the Company to make a
full or partial payment of interest accrued on the Series C Debentures on
any Interest Payment Date during an Extension Period and the amount of such
payment. In no event shall such notice by the Company be given less than 15
Business Days prior to the later of (A) the Record Date next preceding the
applicable Interest Payment Date and (B) five Business Days prior to such
Interest Payment Date. Upon receipt of any such notice, the Trustee shall
give written notice of the Company's election by mail to the Series C
Debentureholders not less than 10 Business Days prior to such Interest
Payment Date. The Company shall make a public announcement of any such
election in accordance with New York Stock Exchange rules not less than
five Business Days prior to such Record Date.
ARTICLE FIVE
Additional Terms Relating to the Preferred Securities
SECTION 5.01. (a) For so long as any Preferred Securities remain
outstanding, if, upon an Event of Default, the Trustee fails or the holders
of not less than 25% in principal amount of the outstanding Series C
Debentures fail to declare the principal of all of the Series C Debentures
to be immediately due and payable, the holders of at least 25% in aggregate
liquidation preference of the Preferred Securities then outstanding
(determined in accordance with the Trust Agreement) shall have such right
by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Series C Debentures shall become immediately due and payable, provided that
the payment of principal and interest on such Series C Debentures shall
remain subordinated to the extent provided in the Indenture.
(b) For so long as any Preferred Securities remain outstanding, if,
upon an Event of Default, the Trustee fails to proceed to enforce any right
available to the holders of the Series C Debentures for 60 days, the
holders of at least 25% in aggregate liquidation preference of the
Preferred Securities then outstanding (determined in accordance with the
6
<PAGE>
Trust Agreement) shall have the right, to the fullest extent permitted by
law, to directly institute proceedings for enforcement of such rights.
(c) For so long as any Preferred Securities remain outstanding, to
the fullest extent permitted by law, upon the occurrence of an Event of
Default described in Section 6.01(a)(1) or 6.02(a)(2) of the Indenture, any
holder of Preferred Securities shall have the right to institute a
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or interest on the Series C Debentures having a
principal amount equal to the aggregate liquidation preference of the
related Preferred Securities held by such holder after the due date
specified for such payment in the Series C Debentures.
SECTION 5.02. For so long as any Preferred Securities remain
outstanding, if the holders of a majority in aggregate principal amount of
the Series C Debentures fail to waive an Event of Default in
accordance with Section 6.06 of the Indenture, the holders of a majority in
aggregate liquidation preference of the Preferred Securities then
outstanding (determined in accordance with the Trust Agreement) have such
right.
SECTION 5.03. For so long as any Preferred Securities remain
outstanding, the Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and no Person shall consolidate
with or merge into the Company or convey, transfer or lease its properties
and assets substantially as an entirety to the Company, unless such
consolidation, merger, conveyance, transfer or lease is permitted under the
Trust Agreement and the Guarantee and does not give rise to any breach or
violation of the Trust Agreement or the Guarantee.
SECTION 5.04. For so long as any Preferred Securities remain
outstanding, the Company shall not terminate the Indenture or amend or
supplement the Indenture in any manner that materially adversely affects
the interests of the holders of the Preferred Securities, and no waiver of
any Event of Default or compliance with any covenant under the Indenture
shall be effective without the prior consent to such waiver of the holders
of at least a majority of the aggregate liquidation preference of such
Preferred Securities then outstanding (determined in accordance with the
Trust Agreement) unless and until the principal of the Series C Debentures
and all accrued and unpaid interest thereon have been paid in full.
SECTION 5.05. In the event that (i) the Trust is the holder of all
of the Outstanding Series C Debentures, (ii) a Tax Event in respect of the
Trust shall have occurred and be continuing and (iii) the Company shall not
have (a) redeemed the Series C Debentures pursuant to Section 3.02 of this
Third Supplemental Indenture or (b) terminated the Trust pursuant to
Section 902(b) of the Trust Agreement, the Company shall pay to the Trust
(and its permitted successors or assigns under the Trust Agreement) for so
long as the Trust (or its permitted successor or assignee) is the
registered holder of any Series C Debentures, such additional amounts as
may be necessary in order that the amount of Distributions (including any
Additional Amounts (as defined in the Trust Agreement)) then due and
payable by the Trust on the related Preferred Securities and Common
Securities that at any time remain outstanding in accordance with the terms
thereof shall not be reduced as a result of any
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Additional Taxes (the "Additional Sums"). Whenever in the Indenture or the
Series C Debentures there is a reference in any context to the payment of
principal of or interest on the Series C Debentures, such mention shall be
deemed to include mention of the payments of the Additional Sums provided
for in this paragraph to the extent that, in such context, Additional Sums
are, were or would be payable in respect thereof pursuant to the provisions
of this paragraph and express mention of the payment of Additional Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Sums in those provisions hereof where such express mention is
not made, provided, however, that the deferral of the payment of interest
pursuant to Section 4.01 of this Third Supplemental Indenture or the Series
C Debentures shall not defer the payment of any Additional Sums that may be
due and payable during such interest payment period.
SECTION 5.06. For so long as any Preferred Securities remain outstanding,
the Company covenants and agrees with each holder of Series C Debentures
issued to the Trust that it will not, and it will not permit any Subsidiary
of the Company to, (i) declare, set aside or pay any dividend or
distribution on, or repurchase, redeem, or otherwise acquire or make any
sinking fund payment with respect to, any shares of the Company's capital
stock or (ii) make any payment of principal, interest or premium, if any,
on or repay, repurchase or redeem any debt securities that rank pari passu
with or junior in interest to the Series C Debentures or make any guarantee
payments with respect to the foregoing (other than (a) dividends or
distributions in shares of its capital stock or in rights to acquire shares
of its capital stock, (b) conversions into or exchanges for shares of its
capital stock, (c) redemptions, purchases or other acquisitions of shares
of its capital stock made for the purpose of an employee incentive plan or
benefit plan of the Company or any of its subsidiaries and mandatory
redemptions or sinking fund payments with respect to any series of
Preferred Stock of the Company that are subject to mandatory redemption or
sinking fund requirements, provided that the aggregate stated value of all
such series outstanding at the time of any such payment does not exceed
five percent of the aggregate of (1) the total principal amount of all
bonds or other securities representing secured indebtedness issued or
assumed by the Company and then outstanding and (2) the capital and surplus
of the Company to be stated on the books of account of the Company after
giving effect to such payment, provided, however, that any moneys deposited
in any sinking fund and not in violation of this provision may thereafter
be applied to the purchase or redemption of such Preferred Stock in
accordance with the terms of such sinking fund without regard to the
restrictions contained in this provision, and (d) payments under any
guarantee by the Company with respect to any securities of a subsidiary of
the Company, provided that the proceeds from the issuance of such
securities were used to purchase Debentures of any series) if at such time
(i) there shall have occurred any event of which the Company has actual
knowledge that (a) with the giving of notice or the lapse of time or both,
would constitute an Event of Default hereunder and (b) in respect of which
the Company shall not have taken reasonable steps to cure, (ii) the Company
shall be in default with respect to its payment of any obligations under
the Guarantee or (iii) the Company shall have given notice of its election
to begin an Extension Period as provided herein and shall not have
rescinded such notice, or such period, or any extension thereof, shall be
continuing.
8
<PAGE>
SECTION 5.07. For so long as any Preferred Securities remain
outstanding, the Company also covenants with each holder of Series C
Debentures issued to the Trust (i) to maintain directly or indirectly 100%
ownership of the Common Securities of the Trust; provided, however, that
any permitted successor of the Company under the Indenture may succeed to
the Company's ownership of such Common Securities, (ii) not to voluntarily
terminate, wind-up or liquidate the Trust, except (a) in connection with a
distribution of the Series C Debentures to the holders of Preferred
Securities in liquidation of the Trust or (b) in connection with certain
mergers, consolidations or amalgamations permitted by the Trust Agreement
and (iii) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Trust to remain classified
as a grantor trust and not to be classified as an association taxable as a
corporation for United States federal income tax purposes.
ARTICLE SIX
Form of Series C Debenture
The Series C Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the
following forms:
(FORM OF FACE OF DEBENTURE)
[If the Debenture is to be issued as a Global Debenture,
insert--This Debenture is a Global Debenture within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Debenture is exchangeable for
Debentures registered in the name of a person other than the Depository or
its nominee only in the limited circumstances described in the Indenture,
and no transfer of this Debenture (other than a transfer of this Debenture
as a whole by the Depository to a nominee of the Depository or by a nominee
of the Depository to the Depository or another nominee of the Depository)
may be registered except in limited circumstances.
Unless this Debenture is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
Debenture issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.]
9
<PAGE>
No.___________ $__________
CUSIP No. ______________
PACIFICORP
8 1/4%
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE,
SERIES C
PACIFICORP, a corporation duly organized and existing under the
laws of the State of Oregon (herein referred to as the "Company", which
term includes any successor corporation under the Indenture), for value
received, hereby promises to pay to _____________________ or registered
assigns, the principal sum of $____, on June 30, 2036, and to pay interest
on such principal sum from and including June 11, 1996 or from the most
recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year,
commencing on June 30, 1996, at the rate of 8 1/4% per annum, until the
principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year of
twelve 30-day months and, for any period shorter than a full calendar
month, on the basis of the actual number of days elapsed in such period. In
the event that any date on which interest is payable on this Debenture is
not a Business Day, then payment of interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with
the same force and effect as if made on such date. The interest installment
so payable, and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the person in
whose name this Debenture (or one or more Predecessor Debentures, as
defined in the Indenture) is registered at the close of business on the
Business Day next preceding that Interest Payment Date (each a "Record
Date"); provided, however, that if this Debenture shall not be in the form
of a Global Debenture the record date shall be the 15th day of the last
month of each calendar quarter. Any such interest installment not
punctually paid or duly provided for on any Interest Payment Date shall
forthwith cease to be payable to the registered holder on the relevant
Record Date, and may be paid to the person in whose name this Debenture (or
one or more Predecessor Debentures) is registered at the close of business
on a special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered holders
of this series of Debentures not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Debentures may then be listed, and upon such notice as may be required by
such
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<PAGE>
exchange, all as more fully provided in the Indenture hereinafter
referred to; provided, however, that interest shall not be considered
payable by the Company on any Interest Payment Date falling within an
Extension Period (as defined below), unless the Company has elected to make
a full or partial payment of interest accrued on this Debenture on that
Interest Payment Date. Any partial payment of interest accrued on this
series of Debentures on any Interest Payment Date falling within an
Extension Period shall be paid pro rata to the registered holder of this
Debenture based upon the principal amount of this Debenture in relation to
the aggregate principal amount of all Debentures of this series then
outstanding. The principal of (and premium, if any) and the interest on
this Debenture shall be payable at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York, in any coin or currency of the United States of America which at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder at such address as
shall appear in the Debenture Register or, with respect to a registered
holder of $1,000,000 or more in aggregate principal amount of Debentures
who has delivered a written request to the Trustee at least 14 days prior
to the relevant Interest Payment Date electing to have payments made by
wire transfer to a designated account in the United States, by wire
transfer of immediately available funds to such designated account.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinated and junior in right of payment to
the prior payment in full of all Senior Indebtedness, and this Debenture is
issued subject to the provisions of the Indenture with respect thereto.
Each holder of this Debenture, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee
on its behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints
the Trustee its attorney-in-fact for any and all such purposes. Each holder
hereof, by its acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon those
provisions.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been
signed by or on behalf of the Trustee.
The provisions of this Debenture are contained on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.
PACIFICORP
By
---------------------------------------
William E. Peressini, Vice President
and Treasurer
Attest:
- ---------------------------------------
Lenore M. Martin, Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures described
in the within-mentioned Indenture.
Dated:
THE BANK OF NEW YORK
- ---------------------------------- -----------------------------------
as Trustee or as Authentication Agent
By
------------------------------- -----------------------------------
Authorized Signatory Authorized Signatory
12
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(REVERSE)
8 1/4% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE,
SERIES C
(continued)
This Debenture is one of a duly authorized series of debentures of
the Company (herein sometimes referred to as the "Debentures"), specified
in the Indenture (as defined below), all issued or to be issued in one or
more series under and pursuant to an Indenture dated as of May 1, 1995 duly
executed and delivered between the Company and THE BANK OF NEW YORK, a New
York banking corporation, as Trustee (herein referred to as the "Trustee"),
as supplemented by the First Supplemental Indenture dated as of May 1,
1995, the Second Supplemental Indenture dated as of October 1, 1995 and the
Third Supplemental Indenture dated as of June 1, 1996 between the Company
and the Trustee (such Indenture as so supplemented being hereinafter
referred to as the "Indenture"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Debentures.
By the terms of the Indenture, the Debentures are issuable in series which
may vary as to amount, date of maturity, rate of interest and in other
respects as in the Indenture provided. This series of Debentures is limited
in aggregate principal amount as specified in the Third Supplemental
Indenture.
Subject to the terms of Article Three of the Indenture, the Company
shall have the right to redeem the Debentures of this series at the option
of the Company, without premium or penalty, in whole or in part at any time
and from time to time on or after June11, 2001 (an "Optional Redemption"),
at a redemption price equal to 100% of the principal amount of the
Debentures of this series to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption. If the Debentures of this
series are only partially redeemed by the Company pursuant to an Optional
Redemption, the Debentures of this series will be redeemed by lot or by any
other method utilized by the Trustee.
If a Special Event in respect of the Trust shall occur and be
continuing, the Company may, at its option, redeem this Debenture at any
time within 90 days of the occurrence of such Special Event, in whole, but
not in part, subject to the provisions of the Indenture. The redemption
price for any Debenture of this series so redeemed shall be equal to 100%
of the principal amount thereof plus accrued and unpaid interest to the
date of such redemption.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof
will be issued in the name of the holder hereof upon the cancellation
hereof.
In case an Event of Default with respect to the Debentures of this
series shall have occurred and be continuing, the principal of all of the
Debentures of this series may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
13
<PAGE>
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Debentures of this series upon compliance by the
Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at the
time Outstanding, as defined in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to, changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner the rights of the
holders of the Debentures; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debentures of any
series, reduce the principal amount thereof, reduce the rate or extend the
time of payment of interest thereon or reduce any premium payable upon the
redemption thereof, without the consent of the holder of each Debenture so
affected or (ii) reduce the aforesaid percentage of Debentures, the holders
of which are required to consent to any such supplemental indenture,
without the consent of the holders of each Debenture then outstanding and
affected thereby. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Debentures of
all series at the time outstanding affected thereby, on behalf of the
holders of the Debentures of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture, or
established pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of or
premium, if any, or interest on any of the Debentures of such series, which
default may be waived by the unanimous consent of the holders affected. Any
such consent or waiver by the registered holder of this Debenture (unless
revoked as provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of this Debenture and of
any Debenture issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Debenture.
For so long as any Preferred Securities (as defined in the
Indenture) remain outstanding, if, upon an Event of Default, the Trustee
fails or the holders of not less than 25% in principal amount of the
outstanding Debentures of this series fail to declare the principal of all
of the Debentures of this series to be immediately due and payable, the
holders of at least 25% in aggregate liquidation preference of the
Preferred Securities then outstanding (determined in accordance with the
related Trust Agreement) shall have such right by a notice in writing to
the Company and the Trustee; and upon any such declaration such principal
amount of and the accrued interest on all of the Debentures of this series
shall become immediately due and payable, provided that the payment of
principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.
For so long as any Preferred Securities remain outstanding, if,
upon an Event of Default, the Trustee fails to proceed to enforce any right
available to the holders of the Series C Debentures for 60 days, the
holders of at least 25% in aggregate liquidation preference of the
Preferred Securities then outstanding (determined in accordance with the
Trust Agreement) shall have the right, to the fullest extent permitted by
law, to directly institute proceedings for enforcement of such rights.
14
<PAGE>
For so long as any Preferred Securities remain outstanding, to the
fullest extent permitted by law, upon the occurrence of an Event of Default
described in Section 6.01(a)(1) or 6.02(a)(2) of the Indenture, any holder
of Preferred Securities shall have the right to institute a proceeding
directly against the Company for enforcement of payment to such holder of
the principal of or interest on the Series C Debentures having a principal
amount equal to the aggregate liquidation preference of the related
Preferred Securities held by such holder after the due date specified for
such payment in the Series C Debentures.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debenture at the time and place and
at the rate and in the money herein prescribed.
Subject to the provisions of the Indenture, the Company shall have
the right, at any time during the term of this series of Debentures, to
defer the payment of interest on this series of Debentures at any time and
from time to time for a period not to exceed 20 consecutive calendar
quarters from the last Interest Payment Date to which interest was paid in
full (each, an "Extension Period") during which periods the Company shall
have the right to make partial payments of interest on any Interest Payment
Date, and at the end of such Extension Period the Company shall pay all
interest then accrued and unpaid thereon. Prior to the termination of any
such Extension Period, the Company may further extend the interest payment
period, provided that such Extension Period together with all such previous
and further extensions of such Extension Period shall not exceed 20
consecutive quarters or extend beyond the maturity of the Series C
Debentures. Upon termination of any such Extension Period and upon the
payment of all accrued and unpaid interest then due, the Company may select
a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period, except at the end
thereof.
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered holder
hereof on the Debenture Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, The City
of New York, accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company and the Trustee duly executed by the
registered holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Debentures of authorized denominations and for
the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for
any such transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any Debenture
Registrar may deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone
other than the Debenture Registrar) for the purpose of receiving payment of
or on account of the principal hereof and premium, if any, and interest due
hereon and for all other
15
<PAGE>
purposes, and neither the Company nor the Trustee nor any paying agent nor
any Debenture Registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
[If the Debenture is to be issued as a Global Debenture,
insert--This Global Debenture is exchangeable for Debentures in
certificated form only under certain limited circumstances set forth in the
Indenture.] The Debentures of this series are issuable in registered form
without coupons in denominations of $25 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations herein and
therein set forth, Debentures of this series so issued are exchangeable for
a like aggregate principal amount of Debentures of this series of a
different authorized denomination, as requested by the holder surrendering
the same.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ARTICLE SEVEN
Original Issue of Series C Debentures
Series C Debentures in the aggregate principal amount of
$223,712,000 may, upon execution of this Third Supplemental Indenture, or
from time to time thereafter, be executed by the Company and delivered to
the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver such Debentures to or upon the written order of
the Company, signed by its Chairman, President or any Vice President and
its Treasurer or an Assistant Treasurer, without any further action by the
Company.
ARTICLE EIGHT
Miscellaneous Provisions
SECTION 8.01. Except as otherwise expressly provided in this Third
Supplemental Indenture or in the form of Series C Debenture or otherwise
clearly required by the context hereof or thereof, all terms used herein or
in the form of Series C Debenture that are defined in the Indenture shall
have the several meanings respectively assigned to them thereby.
SECTION 8.02. The Indenture, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture and this Third
Supplemental Indenture, is in all respects ratified and confirmed, and this
Third Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.
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<PAGE>
SECTION 8.03. The recitals herein contained are made by the Company
and not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity
or sufficiency of this Third Supplemental Indenture.
SECTION 8.04. This Third Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed on the date or dates indicated
in the acknowledgments and as of the day and year first above written.
PACIFICORP
By: WILLIAM E. PERESSINI
-------------------------------------------
William E. Peressini, Vice President and
Treasurer
THE BANK OF NEW YORK, as Trustee
By: VIVIAN GEORGES
-------------------------------------------
Vivian Georges
Assistant Vice President
17
