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Exhibits:

Schedules:

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ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (the "Agreement"), dated this 15th day of July, 1999, is between Nor-Cal Electric Authority ("Buyer"), a California Joint Powers Authority, and PacifiCorp, an Oregon corporation, ("PacifiCorp"). PacifiCorp and Buyer are sometimes referred to collectively as "Parties" and individually as "Party."

     1.  Definitions. For purposes of this Agreement, the following terms used herein but not otherwise defined herein shall have the following meaning when used with initial capitalization, whether singular or plural:

         1.01  "Assets" means all assets and properties (whether real or personal, tangible or intangible), owned or leased by PacifiCorp on the Closing Date which are located in or, in the case of intangible assets, primarily dedicated to PacifiCorp's California service territory (the "Service Territory") including, but not limited to, assets used to supply service, materials and supplies, easements (including the rights to any easements not currently being utilized), rights of way, permits, contracts, authorizations, leases, vehicles and construction equipment, construction work in progress, demand side and weatherization loans and assets, customer accounts receivable, and miscellaneous deferred debits, as set forth on Exhibit A attached hereto and made a part hereof.

         1.02  "Closing Date" means the date of the Closing of this Agreement as provided for in Section 10.

         1.03  "Excluded Assets" means the following: (a) those assets useful to PacifiCorp in placing those of its employees not hired by Buyer pursuant to Subsection 6.03 that the Parties mutually agree to exclude from this Agreement as of the Closing Date; (b) cash; (c) service marks, trade names or trademarks owned, used or held by PacifiCorp or Pacific Power; (d) all generation assets and power purchase contracts of PacifiCorp; (e) all PacifiCorp assets located outside the State of California with the exception of approximately 5.7 miles of Line 33 which is located in Oregon; (f) certain mobile radio licenses and communications equipment; and (g) certain transmission assets located in the State of California and other items listed on Schedule 1.03.

         1.04  "Indemnity Cap" means (a) the Final Purchase Price minus $7,000,000 multiplied by (b) .05.

         1.05  "Necessary Regulatory Approvals" means:

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                 (a)  Approval by the Federal Energy Regulatory Commission (the "FERC") pursuant to Section 203 of the Federal Power Act of the sale of all transmission facilities included in the Assets under this Agreement (the "FERC Approval"); and

                 (b)  Filings and the expiration of the waiting period, if applicable, under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended; and

                 (c)  Approval of PacifiCorp's Section 851 filing under the California Utilities Code with the California Public Utility Commission ("CPUC") (the "California Approval"); and

                 (d)  Consents to the transfer of PacifiCorp's franchise agreements for the Service Territory to Buyer, to the extent required under such franchise agreements.

         1.06  "PacifiCorp Mortgage" means the Mortgage and Deed of Trust from PacifiCorp to The Chase Manhattan Bank (as successor Trustee to Morgan Guaranty Trust Company of New York), dated January 9, 1989, as amended and supplemented.

         1.07  "Permitted Liens" shall mean (a) those items set forth in Part 1 of Schedule 1.07; (b) the contracts and agreements listed on Exhibit A, and similar contracts and agreements entered into between the date hereof and the Closing in the ordinary course of business in compliance with the terms of this Agreement, and the obligations thereunder; (c) imperfections of title and/or encumbrances which, individually and in the aggregate, do not materially detract from the value or marketability of the Assets or interfere with their present use.


 

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