EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.16 OF THE MORTGAGE HEREINAFTER REFERRED TO, THIS BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO THE DEPOSITORY, ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF...
EXHIBIT
4.2
EXCEPT
AS
OTHERWISE PROVIDED IN SECTION 2.16 OF THE MORTGAGE HEREINAFTER REFERRED TO,
THIS BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO THE DEPOSITORY,
ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE
OF SUCH SUCCESSOR DEPOSITORY.
THIS
BOND
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED
TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS BOND IS EXCHANGEABLE FOR BONDS REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE MORTGAGE, AND NO TRANSFER OF THIS BOND (OTHER
THAN A TRANSFER OF THIS BOND 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 BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST
COMPANY (55 XXXXX XXXXXX, XXX XXXX) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND NY BOND ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY, 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.
PACIFICORP
%
Series
Due
(A
Series
of First Mortgage Bonds)
|
No.
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US$
|
|
|
Date:
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Cusip:
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PACIFICORP,
an Oregon corporation (the "Company"), for value received,
hereby promises to pay to CEDE & CO. or registered assigns,
on ,
at the office or agency of the Company in the Borough of Manhattan, The City
of
New York, the sum of __________ Dollars, 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, and to pay interest thereon from the [Date] or [Date]
next
preceding the date hereof, or if no interest has been paid on the bonds of
this
series, from [Date], at the rate of ______ per centum (____%) per
annum, in like coin or currency at such office or agency on [Date] and [Date]
in
each year (each, an "Interest Payment Date"),
commencing on [Date], until the principal of this bond shall have been paid
or
duly provided for; provided that the interest so payable on any Interest
Payment
Date will, subject to certain exceptions set out in the
_______ Supplemental
Indenture (hereinafter mentioned), be paid to the person in whose name this
bond
(or any bond previously Outstanding in transfer or exchange for which this
bond
was issued) is registered on the Record Date next preceding such Interest
Payment Date; provided, however, that interest payable upon maturity or earlier
redemption will be payable to the person to whom principal is
payable. So long as this bond remains in book-entry only form, the
Record Date for each Interest Payment Date will be the close of business
on the
Business Day before the applicable Interest Payment Date, and, if this bond
is
not in book-entry only form, the Record Date for each Interest Payment Date
will
be the close of business on the _____ calendar day of the month of the
Interest Payment Date (whether or not a Business Day).
"Business
Day" means, for
purposes of the preceding two paragraphs, a day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to remain
closed.
The
amount of interest payable will be computed on the basis of a 360-day year
consisting of twelve 30-day months. If any Interest Payment Date is not a
Business Day, then payment of the interest payable on that date will he made
on
the next succeeding day which is a Business Day (and without any additional
interest or other payment in respect of any delay), with the same force and
effect as if made on such date.
1.
This bond is one of an issue of bonds of the Company issuable in series and
is
one of a series known as its First Mortgage Bonds, _______ % Series Due
_______ to be issued under and equally secured by a Mortgage and Deed of
Trust
(herein, together with any indenture supplemental thereto, including the
______
Supplemental Indenture dated as of ________, the "Mortgage"), dated as of
January 9, 1989 executed by the Company to JPMorgan Guaranty Trust Company,
as trustee (The Bank of New York as successor). Reference is made to the
Mortgage for a description of the property mortgaged, and pledged, the nature
and extent of the security, the rights of the holders of the bonds and of
the
Trustee in respect thereof, the duties and immunities of the Trustee and
the
terms and conditions upon which the bonds are, and are to be, secured, the
circumstances under which additional bonds may be issued and the definitions
of
certain terms hereinafter used.
With
the
consent of the Company and to the extent permitted by and in the manner provided
in the Mortgage, the rights and obligations of the Company and/or the rights
of
the holders of the bonds and/or coupons and/or the terms and provisions of
the
Mortgage may be modified or altered by affirmative vote of the holders of
at
least sixty per centum (60%) in principal amount of bonds then Outstanding
under
the Mortgage, all voting as a single class or, if the rights of the holders
of
one or more, but less than all, series of bonds then Outstanding are to be
adversely affected, then by affirmative vote of the holders of at least
sixty per centum (60%) principal amount of those bonds then
Outstanding so to be adversely affected, all voting as a single class (excluding
in any case bonds disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that no such modification
or
alteration shall, without the consent of the holder hereof, impair or affect
the
right of the holder to receive payment of the principal of (and premium,
if any)
and interest on this bond, on or after the respective due dates expressed
herein, or to institute suit for the enforcement of any such payment on or
after
such respective dates, or permit the creation of and lien ranking equal or
prior
to the Lien of the Mortgage or deprive the bolder of the benefit of a lien
on
the Mortgaged
2
and
Pledged Property or reduce the percentage vote required to effect such
modifications or alterations.
The
Company has reserved the right, without any consent or other action by holders
of bonds of the Ninth Series known as First Mortgage and Collateral Trust
Bonds,
Secured Medium-Term Notes, Series F, or any other series of bonds
subsequently created under the Mortgage (including the bonds of this series),
to
amend the Mortgage in order to except from the Lien of the Mortgage allowances
allocated to steam-electric generating plants owned by the Company, or in
which
the Company, or in which the Company has interests, pursuant to Title IV of
the Clean Air Act Amendments of 1990 as now in effect or as hereafter
supplemented or amended.
2.
The principal hereof may be declared or may become due prior to the maturity
date hereinbefore named on the conditions, in the manner and at the time
set
forth in the Mortgage, upon the occurrence of a Default as in the Mortgage
provided.
3.
The bonds of this series redeemable, in whole or in part, at any time and
at the
Company's option, at a redemption price equal to (A) the greater of:
(i) one hundred per centum (100%) of the principal amount of bonds of
this series then Outstanding to be redeemed, or (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as of the
Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus ______ basis points, as calculated by an
Independent Investment Banker; plus (B) accrued and unpaid interest thereon
to the date on which such bonds are to be redeemed (the "Redemption Date"). Unless the
Company defaults in payment of the redemption price, on and after the Redemption
Date interest will cease to accrue on the bonds of this series or portions
thereof called for redemption.
For
purposes of this Section 3:
"Adjusted
Treasury Rate" means,
with respect to any Redemption Date: (A) the yield, under the
heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if of no maturity is within three months
before or after the Remaining Life, yields for the two published maturities
most
closely corresponding to the Comparable Treasury Issue will be determined
and
the Adjusted Treasury Rate will be interpolated or extrapolated from such
yields
on a straight line basis, rounding to the nearest month); or (B) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum
equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed
as
a percentage of its principal amount) equal to the Comparable Treasury Price
for
such Redemption Date. The Adjusted Treasury Rate will be calculated on the
third
Business Day preceding the Redemption Date.
3
"Business
Day" means a day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in The State of New York are authorized or obligated by law
or
executive order to remain closed.
"Comparable
Treasury Issue"
means the United States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of the bonds
of
this series to be redeemed that would be used, at the time of selection and
in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such bonds
(the "Remaining
Life").
"Comparable
Treasury Price"
means (1) the average of four Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of
all
such quotations.
"Independent
Investment Banker"
means one of the Reference Treasury Dealers, appointed by the Company and
its
successors, or if that firm is unwilling or unable to serve as such, an
independent investment and banking institution of national standing appointed
by
the Company.
"Reference
Treasury Dealer"
means: (A) each
of and and
their respective successors; provided that, if either such entity ceases
to be a
primary U.S. Government securities dealer in New York City (Primary Treasury
Dealer), the Company will substitute another Primary Treasury Dealer; and
(B) any other Primary Treasury Dealers selected by the
Company.
"Reference
Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to
the
Independent Investment Banker at 5:00 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
The
Company shall give the Trustee notice of such redemption price immediately
after
the calculation thereof, and the Trustee shall have no responsibility for
such
calculation.
4.
This bond is transferable as prescribed in the Mortgage by the registered
owner
hereof in person, or by his, her or its duly authorized attorney, at the
office
or agency of the Company in the Borough of Manhattan, The City of New York,
upon
surrender and cancellation of this bond, together with a written instrument
of
transfer, if required by the Company, duly executed by the registered owner
or
by his, her or its duly authorized attorney, and, thereupon, a new fully
registered bond of the same series for a like principal amount will be issued
to
the transferee in exchange herefor as provided in the Mortgage. Subject to
the
foregoing provisions as to the person entitled to receive payment of interest
hereon, the Company and the Trustee may deem and treat the person in whose
name
this bond is registered as the holder and the absolute owner hereof for the
purpose of receiving payment and for all other purposes, and neither the
Company
nor the Trustee shall be affected by any notice to the contrary.
4
5.
In the manner prescribed in the Mortgage, any bonds of this series, upon
surrender thereof for cancellation at the office or agency of the Company
in the
Borough of Manhattan, The City of New York, are exchangeable for a like
aggregate principal amount of fully registered bonds of the same series of
other
authorized denominations.
6.
As provided in the Mortgage, the Company shall not be required to make transfers
or exchanges of bonds of any series for a period of fifteen (15) days next
preceding any designation of bonds of such series to be redeemed, and the
Company shall not be required to make transfers or exchanges of any bonds
designated in whole or in part for redemption.
7.
No recourse shall be had for the payment of the principal of, premium, if
any,
or interest on this bond against any incorporator or any past, present or
future
subscriber to the capital stock, shareholder, officer or director of the
Company
or of any predecessor or successor corporation, as such, either directly
or
through the Company or any predecessor or successor corporation, under any
rule
of law, statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, subscribers, shareholders,
officers and directors being released by the holder or owner hereof by the
acceptance of this bond and being likewise waived and released by the terms
of
the Mortgage.
This
bond
shall not become obligatory until The Bank of New York., a New York banking
association, the Trustee under the Mortgage, or its successor thereunder,
shall
have signed the form of authentication certificate endorsed hereon.
[Signature
page follows]
5
IN
WITNESS WHEREOF, PacifiCorp has caused this bond to be signed in its corporate
name by its Chairman of the Board, President and Chief Executive Officer,
or one
of its Vice Presidents, by his or her signature or a facsimile thereof, and
its
corporate seal to be impressed or imprinted hereon and attested by its
Secretary, or one of its Assistant Secretaries, by his or her signature or
a
facsimile thereof.
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PACIFICORP
|
||||
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Dated:
|
______________________________________________ | |||
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Name:
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||||
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Title:
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||||
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[SEAL]
|
||||
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Attest:
___________________________________
|
||||
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Name:
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||||
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Title:
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||||
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TRUSTEE’S
AUTHENTICATION CERTIFICATE
|
||||
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This
bond is one of the bonds of
the series herein designated, described or provided for in the
within
mentioned Mortgage.
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||||
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THE
BANK OF NEW YORK,
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||||
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As
Trustee
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||||
| ______________________________________________ | ||||
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Authorized
Officer
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||||
(Bond)
