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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Date: |
2007 |
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Preview shows 6KB of 78KB total |
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$42 |
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ID: |
#2842014 |
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$350,000,000
PACIFICORP
FIRST MORTGAGE BONDS
6.10% SERIES DUE 2036
REGISTRATION RIGHTS AGREEMENT
August 10, 2006
LEHMAN BROTHERS INC.
745 Seventh Avenue
New York, New York 10019
GREENWICH CAPITAL MARKETS, INC.
101 Park Avenue
New York, New York 10178
Dear Sirs:
PacifiCorp, an Oregon corporation (the Company), proposes to issue and sell to Lehman Brothers Inc., Greenwich Capital Markets, Inc. and the other Initial Purchasers named in the purchase agreement described below (collectively, the Initial Purchasers), upon the terms set forth in a purchase agreement dated August 7, 2006 (the Purchase Agreement), $350,000,000 aggregate principal amount of its First Mortgage Bonds, 6.10% Series due 2036 (the Initial Securities). The Initial Securities will be issued pursuant to that certain Mortgage and Deed of Trust, dated as of January 9, 1989, with JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as successor trustee (the Trustee), as heretofore amended and supplemented by the supplemental indentures thereto (collectively, the Mortgage). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the registered holders of the Securities (as defined below) (collectively, the Holders), as follows:
1. Registered Exchange Offer. Unless riot permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and file with the Securities and Exchange Commission (the Commission) a registration statement (the Exchange Offer Registration Statement) on an appropriate form under the Securities Act of 1933, as amended (the Securities Act), with respect to a proposed offer (the Registered Exchange Offer) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in
1
exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Mortgage, substantially identical in all material respects to the Initial Securities and registered under the Securities Act (the Exchange Securities). The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 365 days (such 365th day being an applicable Effectiveness Deadline) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the Closing Date) and will keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required. by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the Exchange Offer Registration Period).
If the Company commences the Registered Exchange Offer, the Company will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer).
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