exh4-1.htm


     

    
      

      

    

     

    Exhibit
4.1

    
       

      
 

    

    


    PACIFICORP

    (An
Oregon Corporation)

    


    


    TO

    


    


    THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

    


    (as
successor to The Bank of New York Mellon)

    


    


    As
Trustee under PacifiCorp’s

    Mortgage
and Deed of Trust,

    Dated
as of January 9, 1989

    


    


    


    _____________________

    


    


    


    


    Twenty-second
Supplemental Indenture

    Dated
as of July 1, 2008

    


    


    Supplemental
to PacifiCorp’s Mortgage and Deed of Trust

    Dated
as of January 9, 1989

    


    


    


    _____________________

    


    


    


    


    This
Instrument Grants a Security Interest by a Transmitting Utility

    


    


    This
Instrument Contains After-Acquired Property Provisions

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      


    

    
      

      

    

    


    TWENTY-SECOND
SUPPLEMENTAL INDENTURE

    


     

    THIS INDENTURE, dated as of the 1st day
of July, 2008, made and entered into by and between PACIFICORP, a corporation of
the State of Oregon, whose address is 825 NE Multnomah, Portland,
Oregon 97232 (hereinafter sometimes called the “Company”), and THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A. (as successor to The Bank of New York
Mellon), a national banking association whose address is 700 S. Flower
Street, Suite 500, Los Angeles, California 90017 (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 the Company in accordance with the provisions of the
Mortgage, this indenture (hereinafter called the “Twenty-second 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 Twenty-second 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

     

    WHEREAS, the Company has
executed, delivered, recorded and filed supplemental indentures as
follows:

    


    
      	 
      	 
      	
              Dated
      as of

            	 
      
	 
      	 
      	
               

              _________________

               

            	 
      
	
              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

            	 
      
	
              Ninth

            	 
      	
              June 1,
      1994

            	 
      
	
              Tenth

            	 
      	
              August 1,
      1994

            	 
      
	
              Eleventh

            	 
      	
              December 1,
      1995

            	 
      
	
              Twelfth

            	 
      	
              September 1,
      1996

            	 
      
	
              Thirteenth

            	 
      	
              November 1,
      1998

            	 
      
	
              Fourteenth

            	 
      	
              November 15,
      2001

            	 
      
	
              Fifteenth

            	 
      	
              June 1,
      2003

            	 
      
	
              Sixteenth

            	 
      	
              September 1,
      2003

            	 
      
	
              Seventeenth

            	 
      	
              August 1,
      2004

            	 
      
	
              Eighteenth

            	 
      	
              June
      1, 2005

            	 
      
	
              Nineteenth

            	 
      	
              August
      1, 2006

            	 
      
	
              Twentieth

            	 
      	
              March
      1, 2007

            	 
      
	
              Twenty-first

            	 
      	
              October
      1, 2007

            	 
      


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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 or First
Mortgage Bonds, as the case may be, of the series and in the principal amounts
as follows:

    
      	 
      	 
      	
              Series

            	 
      	
              Due

              Date

            	 
      	
              Aggregate
      Principal

              Amount
      Issued

            	 
      	
              Aggregate
      Principal

              Amount
      Outstanding 1

            
	
              First

            	 
      	
              -10.45% Series due
      January 9,
      1990

            	 
      	
              1/9/90

            	 
      	
              $

            	
              500,000

            	 
      	
              $

            	
              0

            
	
              Second

            	 
      	
              -Secured Medium-Term Notes,
      Series A

            	 
      	
              various

            	 
      	 
      	
              250,000,000

            	 
      	 
      	
              0

            
	
              Third

            	 
      	
              -Secured Medium-Term Notes,
      Series B

            	 
      	
              various

            	 
      	 
      	
              200,000,000

            	 
      	 
      	
              0

            
	
              Fourth

            	 
      	
              -Secured Medium-Term Notes,
      Series C

            	 
      	
              various

            	 
      	 
      	
              300,000,000

            	 
      	 
      	
              111,000,000

            
	
              Fifth

            	 
      	
              -Secured Medium-Term Notes,
      Series D

            	 
      	
              various

            	 
      	 
      	
              250,000,000

            	 
      	 
      	
              0

            
	
              Sixth

            	 
      	
              -C-U
    Series

            	 
      	
              various

            	 
      	 
      	
              250,432,000

            	 
      	 
      	
              93,835,000

            
	
              Seventh

            	 
      	
              -Secured Medium-Term Notes,
      Series E

            	 
      	
              various

            	 
      	 
      	
              500,000,000

            	 
      	 
      	
              165,000,000

            
	
              Eighth

            	 
      	
              -6 3/4% Series due
      April 1,
      2005

            	 
      	
              4/1/2005

            	 
      	 
      	
              150,000,000

            	 
      	 
      	
              0

            
	
              Ninth

            	 
      	
              -Secured Medium-Term Notes,
      Series F

            	 
      	
              various

            	 
      	 
      	
              500,000,000

            	 
      	 
      	
              140,000,000

            
	
              Tenth

            	 
      	
              -E-L
    Series

            	 
      	
              various

            	 
      	 
      	
              71,200,000

            	 
      	 
      	
              71,200,000

            
	
              Eleventh

            	 
      	
              -Secured Medium-Term Notes,
      Series G

            	 
      	
              various

            	 
      	 
      	
              500,000,000

            	 
      	 
      	
              100,000,000

            
	
              Twelfth

            	 
      	
              -Series 1994-1
      Bonds

            	 
      	
              various

            	 
      	 
      	
              216,470,000

            	 
      	 
      	
              216,470,000

            
	
              Thirteenth

            	 
      	
              -Adjustable Rate Replacement
      Series

            	 
      	
              2002

            	 
      	 
      	
              13,234,000

            	 
      	 
      	
              0

            
	
              Fourteenth

            	 
      	
              -9 3/8% Replacement Series due
      1997

            	 
      	
              1997

            	 
      	 
      	
              50,000,000

            	 
      	 
      	
              0

            
	
              Fifteenth

            	 
      	
              -Bond Credit Series
      Bonds

            	 
      	
              various

            	 
      	 
      	
              498,589,753

            	 
      	 
      	
              0

            
	
              Sixteenth

            	 
      	
              -Secured Medium-Term Notes,
      Series H

            	 
      	
              various

            	 
      	 
      	
              500,000,000

            	 
      	 
      	
              125,000,000

            
	
              Seventeenth
      

            	 
      	
              -5.65% Series due
      2006

            	 
      	
              11/1/06

            	 
      	 
      	
              200,000,000

            	 
      	 
      	
              0

            
	
              Eighteenth

            	 
      	
              -6.90% Series due November 15,
      2011

            	 
      	
              11/15/11

            	 
      	 
      	
              500,000,000

            	 
      	 
      	
              500,000,000

            
	
              Nineteenth

            	 
      	
              -7.70% Series due November 15,
      2031

            	 
      	
              11/15/31

            	 
      	 
      	
              300,000,000

            	 
      	 
      	
              300,000,000

            
	
              Twentieth

            	 
      	
              -Collateral Bonds, First 2003
      Series

            	 
      	
              12/1/14

            	 
      	 
      	
              15,000,000

            	 
      	 
      	
              15,000,000

            
	
              Twenty-first

            	 
      	
              -Collateral
      Bonds, Second 2003 Series

            	 
      	
              12/1/16

            	 
      	 
      	
              8,500,000

            	 
      	 
      	
              8,500,000

            
	
              Twenty-second

            	 
      	
              -Collateral Bonds, Third 2003
      Series

            	 
      	
              1/1/14

            	 
      	 
      	
              17,000,000

            	 
      	 
      	
              17,000,000

            
	
              Twenty-third

            	 
      	
              -Collateral Bonds, Fourth 2003
      Series

            	 
      	
              1/1/16

            	 
      	 
      	
              45,000,000

            	 
      	 
      	
              45,000,000

            
	
              Twenty-fourth

            	 
      	
              -Collateral Bonds, Fifth 2003
      Series

            	 
      	
              11/1/25

            	 
      	 
      	
              5,300,000

            	 
      	 
      	
              5,300,000

            
	
              Twenty-fifth

            	 
      	
              -Collateral Bonds, Sixth 2003
      Series

            	 
      	
              11/1/25

            	 
      	 
      	
              22,000,000

            	 
      	 
      	
              22,000,000

            
	
              Twenty-sixth

            	 
      	
              -4.30% Series due
      2008

            	 
      	
              9/15/08

            	 
      	 
      	
              200,000,000

            	 
      	 
      	
              200,000,000

            
	
              Twenty-seventh

            	 
      	
              -5.45% Series due
      2013

            	 
      	
              9/15/13

            	 
      	 
      	
              200,000,000

            	 
      	 
      	
              200,000,000

            
	
              Twenty-eighth

            	 
      	
              -4.95% Series due
      2014

            	 
      	
              8/15/14

            	 
      	 
      	
              200,000,000

            	 
      	 
      	
              200,000,000

            
	
              Twenty-ninth

            	 
      	
              -5.90% Series due
      2034

            	 
      	
              8/15/34

            	 
      	 
      	
              200,000,000

            	 
      	 
      	
              200,000,000

            
	
              Thirtieth

            	 
      	
              -5.25%
      Series due 2035

            	 
      	
              6/15/35

            	 
      	 
      	
              300,000,000

            	 
      	 
      	
              300,000,000

            
	
              Thirty-first

            	 
      	
              -6.10%
      Series due 2036

            	 
      	
              8/1/36

            	 
      	 
      	
              350,000,000

            	 
      	 
      	
              350,000,000

            
	
              Thirty-second

            	 
      	
              5.75%
      Series due 2037

            	 
      	
              4/1/37

            	 
      	 
      	
              600,000,000

            	 
      	 
      	
              600,000,000

            
	
              Thirty-third

            	 
      	
              6.25%
      Series due 2037

            	 
      	
              10/15/37

            	 
      	 
      	
              600,000,000

            	 
      	 
      	
              600,000,000

            


    

     

    ________________________________

    
      1 Amount
outstanding as of July 1, 2008.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    and

     

    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 a 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 two 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 Twenty-second Supplemental Indenture, and the
terms of the bonds of the Thirty-Fourth Series and the Thirty-Fifth Series
herein 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 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 The Bank of New York Mellon
Trust Company, N.A. (as successor to The Bank of New York Mellon), 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, owned by the Company as of the date of the Mortgage and 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 (except such of such properties as are
excluded by name or nature from the Lien hereof), including the properties
described in Article IV hereof, and further 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, 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;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    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 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 property relating thereto;
and (9) 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,
hereafter becomes subject to the lien of a mortgage, deed of trust or similar
indenture that 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 The Bank of New York Mellon Trust Company, N.A. (as successor to
The Bank of New York Mellon), as Trustee, and its successors and assigns
forever;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    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
Twenty-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 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

    


    Thirty-Fourth
Series of Bonds

    


     

    SECTION 1.01. There shall be
a series of bonds designated “5.65% Series due 2018” (herein sometimes referred
to as the Thirty-Fourth Series), each of which shall also bear the descriptive
title “First Mortgage 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 Thirty-Fourth Series
shall mature on July 15, 2018 and shall be issued as fully registered bonds
in the minimum denomination of two thousand dollars and, at the option of the
Company, any multiple or multiples of one thousand dollars in excess thereof
(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 or appurtenant coupons, for the Thirty-Fourth Series
and to provide for exchangeability of such coupon bonds with the bonds of the
Thirty-Fourth Series issued hereunder in fully registered form and to make all
appropriate provisions for such purpose.

     

    Bonds of the Thirty-Fourth Series need
not be issued at the same time and such series may be reopened at any time,
without notice to or the consent of any then-existing holder or holders of any
bond of the Thirty-Fourth Series, for issuances of additional bonds of the
Thirty-Fourth Series in an unlimited principal amount. Any such additional bonds
will have the same interest rate, maturity and other terms as those initially
issued, except for payment of interest accruing prior to the original issue date
of such additional bonds and, if applicable, for the first interest payment date
following such original issue date.

     

    (II) Bonds of the Thirty-Fourth Series
shall bear interest at the rate of five and sixty-five hundredths per centum
(5.65%) per annum payable semi-annually in arrears on January 15 and
July 15 of each year (each, an “Interest Payment Date”). Bonds of the
Thirty-Fourth Series shall be dated and shall accrue interest as provided in
Section 2.06 of the Mortgage.

     

    The initial Interest Payment Date is
January 15, 2009. The amount of interest payable will be computed on the
basis of a 360-day year consisting of twelve 30-day months. If any date on which
interest is payable on any bond of the Thirty-Fourth Series is not a Business
Day, then payment of the interest payable on that date will be 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.

     

    Interest payable on any bond of the
Thirty-Fourth 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 interest
payable at maturity or upon earlier redemption will be payable to the person to
whom principal shall be payable. So long as the bonds of the Thirty-Fourth
Series remain in book-entry only form, the “Record Date” for each Interest
Payment Date shall be the close of business on the Business Day before the
applicable Interest Payment Date. If the bonds of the Thirty-Fourth Series are
not in book-entry only form, the Record Date for each Interest Payment Date
shall be the close of business on the 1st calendar
day of the month in which the applicable Interest Payment Date occurs (whether
or not a Business Day).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    “Business Day” means, for
purposes of this Section (II), 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.

     

    Any interest on any bond of the
Thirty-Fourth 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 Thirty-Fourth Series to the persons in whose 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
      Thirty-Fourth 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 Thirty-Fourth Series at his, her or its 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
      Thirty-Fourth 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
      Thirty-Fourth Series in any other lawful manner 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 Thirty-Fourth Series delivered under the Mortgage
upon transfer of or in exchange for or in lieu of any other bond shall carry all
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 and
premium, if any, on each bond of the Thirty-Fourth 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 the Resolution
filed with the Trustee.

     

    (IV) Bonds of the Thirty-Fourth Series
shall not be redeemable prior to maturity at the option of any holder or holders
of such bonds. Bonds of the Thirty-Fourth Series shall be redeemable in whole or
in part and at any time prior to maturity at the option of the Company. The
redemption price shall include accrued and unpaid interest to the redemption
date on the bonds to be redeemed, plus the greater of (a) one hundred per
centum (100%) of the principal amount of bonds then Outstanding to be redeemed,
or (b) 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 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 30 basis points, as calculated by an
Independent Investment Banker. 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. If the Company elects to
partially redeem the bonds of the Thirty-Fourth Series, the Trustee shall select
in a fair and appropriate manner the bonds of the Thirty-Fourth Series to be
redeemed.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

               “Adjusted Treasury Rate”
means, with respect to any redemption date, 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 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 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.

     

    “Business Day” means, for
purposes of this Section (IV), 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.

     

    “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 the
Thirty-Fourth 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 (a) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (b) 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 Lehman Brothers Inc., Greenwich Capital Markets, Inc.,
J.P. Morgan Securities Inc. and one other primary U.S. Government securities
dealer in New York City selected by Wachovia Capital Markets, LLC and their
respective successors; provided that, if one of
these parties ceases to be a primary U.S. Government securities dealer in New
York City (a “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.

     

    (V) Each bond of the Thirty-Fourth
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.

     

    (VI) At the option of the registered
owner, any bonds of the Thirty-Fourth 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 and same terms of other authorized
denominations.

     

    (VII) Bonds of the Thirty-Fourth Series
shall be transferable, subject to any restrictions thereon set forth in any such
bond of the Thirty-Fourth Series, upon the surrender thereof for cancellation,
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,
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 Thirty-Fourth Series,
the Company may make a charge therefor sufficient to reimburse it for any tax or
taxes or other government 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 Thirty-Fourth
Series.

     

    (VIII) After the execution and delivery
of this Twenty-second Supplemental Indenture and upon compliance with the
applicable provisions of the Mortgage and this Twenty-second Supplemental
Indenture, it is contemplated that there shall be issued bonds of the
Thirty-Fourth Series in an initial aggregate principal amount of Five Hundred
Million Dollars (U.S. $500,000,000).

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    ARTICLE
II

    


    Thirty-Fifth
Series of Bonds

    


     

    SECTION 2.01. There shall be a series
of bonds designated “6.35% Series due 2038” (herein sometimes referred to as the
Thirty-Fifth Series), each of which shall also bear the descriptive title “First
Mortgage 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 Thirty-Fifth Series
shall mature on July 15, 2038 and shall be issued as fully registered bonds in
the minimum denomination of two thousand dollars and, at the option of the
Company, any multiple or multiples of one thousand dollars in excess thereof
(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 or appurtenant coupons, for the Thirty-Fifth Series and
to provide for exchangeability of such coupon bonds with the bonds of the
Thirty-Fifth Series issued hereunder in fully registered form and to make all
appropriate provisions for such purpose.

     

    Bonds of the Thirty-Fifth Series need
not be issued at the same time and such series may be reopened at any time,
without notice to or the consent of any then-existing holder or holders of any
bond of the Thirty-Fifth Series, for issuances of additional bonds of the
Thirty-Fifth Series in an unlimited principal amount. Any such additional bonds
will have the same interest rate, maturity and other terms as those initially
issued, except for payment of interest accruing prior to the original issue date
of such additional bonds and, if applicable, for the first interest payment date
following such original issue date.

     

    (II) Bonds of the Thirty-Fifth Series
shall bear interest at the rate of six and thirty-five hundredths per centum
(6.35%) per annum payable semi-annually in arrears on January 15 and July 15 of
each year (each, an “Interest Payment Date”). Bonds of the Thirty-Fifth Series
shall be dated and shall accrue interest as provided in Section 2.06 of the
Mortgage.

     

    The initial Interest Payment Date is
January 15, 2009. The amount of interest payable will be computed on the
basis of a 360-day year consisting of twelve 30-day months. If any date on which
interest is payable on any bond of the Thirty-Fifth Series is not a Business
Day, then payment of the interest payable on that date will be 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.

     

    Interest payable on any bond of the
Thirty-Fifth 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 interest
payable at maturity or upon earlier redemption will be payable to the person to
whom principal shall be payable. So long as the bonds of the Thirty-Fifth Series
remain in book-entry only form, the “Record Date” for each Interest Payment Date
shall be the close of business on the Business Day before the applicable
Interest Payment Date. If the bonds of the Thirty-Fifth Series are not in
book-entry only form, the Record Date for each Interest Payment Date shall be
the close of business on the 1st calendar
day of the month in which the applicable Interest Payment Date occurs (whether
or not a Business Day).

     

    “Business Day” means, for
purposes of this Section (II), 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.

     

    Any interest on any bond of the
Thirty-Fifth 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:

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    
      	 
      	
              (i)

            	
              The
      Company may elect to make payment of any Defaulted Interest on the bonds
      of the Thirty-Fifth Series to the persons in whose 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
      Thirty-Fifth 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 Thirty-Fifth Series at his, her or its 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 Thirty-Fifth 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
      Thirty-Fifth Series in any other lawful manner 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 Thirty-Fifth Series delivered under the Mortgage
upon transfer of or in exchange for or in lieu of any other bond shall carry all
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 and
premium, if any, on each bond of the Thirty-Fifth 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 the Resolution
filed with the Trustee.

     

    (IV) Bonds of the Thirty-Fifth Series
shall not be redeemable prior to maturity at the option of any holder or holders
of such bonds. Bonds of the Thirty-Fifth Series shall be redeemable in whole or
in part and at any time prior to maturity at the option of the Company. The
redemption price shall include accrued and unpaid interest to the redemption
date on the bonds to be redeemed, plus the greater of (a) one hundred per
centum (100%) of the principal amount of bonds then Outstanding to be redeemed,
or (b) 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 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate, plus 30 basis points, as calculated by an
Independent Investment Banker. 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. If the Company elects to
partially redeem the bonds of the Thirty-Fifth Series, the Trustee shall select
in a fair and appropriate manner the bonds of the Thirty-Fifth Series to be
redeemed.

     

               “Adjusted Treasury Rate”
means, with respect to any redemption date, 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 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 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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    “Business Day” means, for
purposes of this Section (IV), 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.

     

    “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 the
Thirty-Fifth 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 (a) the average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (b) 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 Lehman Brothers Inc., Greenwich Capital Markets, Inc.,
J.P. Morgan Securities Inc. and one other primary U.S. Government securities
dealer in New York City selected by Wachovia Capital Markets, LLC and their
respective successors; provided that, if one of
these parties ceases to be a primary U.S. Government securities dealer in New
York City (a “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.

     

    (V) Each bond of the Thirty-Fifth
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.

     

    (VI) At the option of the registered
owner, any bonds of the Thirty-Fifth 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 and same terms of other authorized
denominations.

     

    (VII) Bonds of the Thirty-Fifth Series
shall be transferable, subject to any restrictions thereon set forth in any such
bond of the Thirty-Fifth Series, upon the surrender thereof for cancellation,
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,
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 Thirty-Fifth Series, the
Company may make a charge therefor sufficient to reimburse it for any tax or
taxes or other government 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 Thirty-Fifth
Series.

     

    (VIII) After the execution and delivery
of this Twenty-second Supplemental Indenture and upon compliance with the
applicable provisions of the Mortgage and this Twenty-second Supplemental
Indenture, it is contemplated that there shall be issued bonds of the
Thirty-Fifth Series in an initial aggregate principal amount of Three Hundred
Million Dollars (U.S. $300,000,000).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    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 Ninth
Series, or any other series of bonds subsequently created under the Mortgage
(including the bonds of the Thirty-Fourth Series and the Thirty-Fifth 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 (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 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 Thirty-Fourth Series, the Thirty-Fifth 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 Twenty-second Supplemental Indenture,
have the meanings specified in the Mortgage. The terms defined in Article I
and in Article II of this Twenty-second Supplemental Indenture shall, for
purposes of those respective Articles, have the meanings specified in
Article I and in Article II of this Twenty-second Supplemental
Indenture.

    


     

    SECTION 4.03. 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
Twenty-second 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 Twenty-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 Twenty-second
Supplemental Indenture.

    


     

    SECTION 4.04. Whenever in this
Twenty-second Supplemental Indenture either of the Company or the Trustee is
named or referred to, this shall, subject to 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 Twenty-second 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 4.05. Nothing in this
Twenty-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 Twenty-second Supplemental Indenture or any covenant, condition,
stipulation, promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Twenty-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 of
the coupons outstanding under the Mortgage.

     

    SECTION 4.06. This Twenty-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.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    ARTICLE
V

    


    Specific
Description of Property

    


     

    The
properties of the Company, owned as of the date hereof, and used (or held for
future development and use) in connection with the Company’s electric utility
systems, or for other purposes, as follows:

     

    Tooele
Depot Substation

     

    Lands
located in Tooele County, State of Utah

     

    The Basis of Bearing and horizontal
control is the found Southeast Corner of Section 26, T3S, R5W and the South
Quarter Corner of Section 30, T3S, R4W, SLB&M.

    Beginning
at a point 386.57 feet North 00°08'47" West along section line and
443.62 feet South 89°51'13" West from the Southeast corner of
Section 25, Township 3 South, Range 5 West, Salt Lake Base and
Meridian, and running thence South 29°34'21" West 105.31 feet, thence North
60°25'39" West 260.52 feet to the right of way of a future road; thence
North 29°34'21" East 99.96 feet along said future road; thence South
61°36'17" East 260.58 feet to the point of beginning.

    


    Contains 26,729 square feet or
0.614 acre, more or less.

    


    Ben
Lomond to Terminal Transmission Corridor

     

    Lands
located in Weber County, State of Utah

     

    Russell
Property

     

    All of
Lot 10R, McCall Fields Subdivision, Roy City, Weber County, Utah.

    


    Avis
Parcel 1

     

    A parcel of land situate in the
Northwest Quarter of Section 15, Township 5 North, Range 2 West,
Salt Lake Base & Meridian, Weber County, Utah described as
follows:

    


    Beginning at a point on the South line
of 4800 South Street which is 1679.20 feet S.89°45'13"E along the section line
and 40.00 feet S.00°14'47"W from the Northwest corner of said Section 15 and
running thence S.00°48'05"W 122.00 feet along an old fence; thence N.89°45'13"W
52.84 feet; thence N.00°35'13"E 122.00 to the South line of 4800 South Street;
thence S.89°45'13"E 53.30 feet to the point of beginning. The above described
parcel of land contains 6474 square feet or 0.149 acres.

    


    Avis
Parcel 2

     

    A parcel of land situate in the
Northwest Quarter of Section 15, Township 5 North, Range 2 West, Salt Lake Base
and Meridian, Weber County, Utah described as follows:

    


    Beginning at a point which is 1679.20
feet S.89°45'13"E along the section line and 40.00 feet S.00°14'47"W and 122.00
feet S.00°48'05"W from the Northwest corner of said Section 15 and running
thence S.00°48'05"W. 167.75 feet; thence N.89°44'17"W 52.22 feet; thence
N.00°35'13"E 167.73 feet; thence S. 89°45'13"E 52.84 feet to the point of
beginning.  The above described parcel of land contains 8,812 square
feet or 0.202 acres.

     

    Lands
located in Davis County, State of Utah

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    Leckington
Property

     

    A tract of land situated in the
Southeast Quarter of the Southwest Quarter of Section 34, Township 5 North,
Range 2 West, Salt Lake Base and Meridian, described as follows:

    


    Beginning on the North line of 300
North Street at a point 33 feet North and 149.74 feet West from the South One
Quarter Corner of Section 34, Township 5 North, Range 2 West, Salt Lake Base and
Meridian; running thence North 115.7 feet; thence West 115.25 feet; thence South
115.7 feet to the said North line of 300 North Street; thence East 115.23 feet
along the North line of said street to the point of beginning.

    


    Chavez
Property

     

    Lot 25, WEST FAIRFIELD ESTATES
SUBDIVISION, according to the Official Plat thereof on file and of record in the
Office of the Davis County Recorder.

    


    Jumbers
Substation

     

    Lands
located in Utah County, State of Utah

     

    A tract of land situated in the South
half of the Southeast quarter of Section 11, Township 6 South, Range 1 West,
Salt Lake Base and Meridian, Utah County, Utah.  The boundaries of
said parcel are described as follows, to-wit:

    


    Beginning at the Northeast corner of
the South half of the Southeast quarter of Section 11, which is 1317.51
feet South 00 deg. 17'48" West along the section line from the East quarter
corner of said Section 11 and running thence South 00 deg. 17'48" West
789.65 feet along the section line; thence North 35 deg. 59'07" West 978.89 feet
to the North line of the South half of the Southeast quarter of said
Section 11; thence South 89 deg. 45'03" East 579.32 feet along said North
line to the point of beginning.  NOTE: Basis of bearings is Utah State
Plane, Central Zone, grid.

    


    Reserving here from a non-exclusive
easement for the benefit of the Waldo Company, a Utah partnership, their heirs
and or assigns for the construction, installation and maintenance of a 20 foot
wide sanitary sewer line easement situated in the Southeast Quarter of
Section 11, Township 6 South, Range 1 West, Salt Lake Base and Meridian,
Utah County, Utah. The centerline of said 20 foot easement is described as
follows to wit:

    


    Beginning at a point on the
northeasterly right of way line of proposed Foothill Boulevard which is 1184.37
feet N. 00°17'48" E. along the section line and 459.36 feet N. 89°42'12'' W.
from the Southeast Corner of said Section 11 and running thence N.
52°17'13" E. 199.63 feet to a point 10 feet perpendicularly distant south from
the north line of the south half of the Southeast Quarter of said Section 11;
thence S. 889°45'03" E. 302.08 feet parallel to said north line to the east line
of said Section 11 and terminating.

    


    Brianhead
Substation

     

    Lands
located in Iron County, State of Utah

     

    All of Lot 12, Block "A" MOUNTAIR
EVERGREEN ESTATES, UNIT "A", according to the Official Plat thereof on file of
record in the office of the Iron County Recorder.

    


    Ben
Lomond-El Monte 138kV

     

    Lands
located in Weber County, State of Utah

     

    Part of the Northeast
Quarter of Section 9, Township 6 North, Range 1 West, Salt Lake Meridian, U.S.
Survey:

    


    Beginning at a point which is South
28.42 feet and East 4592.17 feet from the Northwest Corner of said
Section 9; running thence South 89°14' East 691.52 feet to the Northeast
Corner of said Northeast Quarter Section; thence South 0°29'55" West 101.6 feet;
thence North 89°14' West 706.3 feet, more or less, to a point which bears South
8°47'20" West from the point of beginning; thence North 8°47'20" East 102.4
feet, more or less, to the point of beginning.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    Part of the Northeast
Quarter of Section 9, Township 6 North, Range 1 West, Salt Lake, U.S.
Survey:

    


    Beginning at a point which is South
28.42 feet and East 4592.17 feet and South 08°47'20" West 102.6 feet from the
Northwest Corner of said Section 9; running thence South 89°14' East 706.3 feet
to a point 101.6 feet South of the Northeast Corner of said Northeast Quarter
Section; thence South 0°29'55" West 101.6 feet; thence North 89°14' West 721.1
feet, more or less, to a point which bears South 8°47'20" West from the point of
beginning; thence North 8°47'20" East 102.6 feet, more or less, to the point of
beginning.

    


    Part of the Northeast
Quarter of Section 9, Township 6 North, Range 1 West, Salt Lake Meridian, U.S.
Survey:

    


    Beginning at a point which is South
28.42 feet and East 4592.17 feet, and South 08°47'20" West 205.33 feet from the
Northwest Corner of said Section 9; running thence South 89°14' East 721.1 feet
to a point 203.33 feet South of the Northeast Corner of said Northeast Quarter
Section; thence South 0°29'55" West 101.6 feet; thence North 89°14' West 738.5
feet, more or less, to a point which bears South 8°47'20" West from the point of
beginning; thence North 8°47'20" East 103 feet, more or less, to the point of
beginning.

    


    Hazelwood
Substation

     

    Lands
located in Linn County, State of Oregon

     

    Lot 2, Block 21, HAZELWOOD ADDITION to
the City of Albany, Linn County, Oregon.

    


     

    Myrtle
Creek Mobile Substation Site

     

    Lands
located in Douglas County, State of Oregon

     

    Lots 1,2,3,4,5,6 & 7, Block 12,
CITY OF MYRTLE CREEK, Douglas County

    


    Stress
Relief Ponds

     

    Lands located in Cowlitz County, State
of Washington

     

    COMMENCING AT THE NORTHWEST CORNER OF
THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35, TOWNSHIP 7 NORTH,
RANGE 1 WEST OF THE W.M., THENCE SOUTH ALONG THE WEST LINE OF THE NORTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 299 FEET TO AN IRON PIPE ON THE
SOUTH SIDE OF THE RIGHT OF WAY OF THE KALAMA RIVER ROAD, FOR A POINT OF
BEGINNING,

    


    THENCE SOUTH 75 FEET ALONG SAID WEST
LINE OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION, TO THE
NORTH BANK OF THE KALAMA RIVER,

    


    THENCE 700 FEET IN AN EASTERLY
DIRECTION FOLLOWING ALONG THE NORTH BANK OF SAID KALAMA RIVER,

    


    THENCE 60 FEET IN A NORTHERLY DIRECTION
ALONG A LINE PARALLEL WITH THE WEST LINE OF THE NORTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF SAID SECTION TO A POINT ON THE SOUTH SIDE OF THE RIGHT OF
WAY OF SAID KALAMA RIVER ROAD WHERE AN IRON PIPE HAS BEEN DRIVEN,

    


    THENCE 552 FEET IN A WESTERLY DIRECTION
ALONG THE SOUTH SIDE OF SAID RIGHT OF WAY OF SAID COUNTY ROAD TO THE PLACE OF
BEGINNING.

    SITUATE
IN COWLITZ COUNTY, STATE OF WASHINGTON

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    12
Mile Ranch – Wind Project

     

    Lands
located in Albany County, State of Wyoming

     

    All that certain tract, lot, piece, and
parcel of land situated in the County of Albany, State of Wyoming, and described
as follows, to-wit:

    


    Township 23 North, Range 74
West, of the 6th P.M., Albany County,
Wyoming:

     

        Section
5:                                All

     

    Township 24 North, Range 74
West, of the 6th P.M., Albany County,
Wyoming:

     

        Section
17:                              All

        Section
19:                              All

        Section
29:                              All

        Section
31:                              All

     

    Township 23 North, Range 75
West, of the 6th P.M., Albany County,
Wyoming:

     

        Section
1:                                All

     

    Township 24 North, Range 75
West, of the 6th P.M., Albany County,
Wyoming:

     

        Section
13:                              All

        Section
23:                              All

        Section
25:                              All

        Section
35:                              All

     

    Together with all improvements situate
thereon, and all easements and appurtenances thereunto, all water rights, ditch
rights or interest, reservoir rights or interests and irrigation districts
rights or interests, whether surface waters, stored waters or underground
waters, appurtenant to the lands or used thereon.

    


    Wild
Horse South – Wind Project

     

    Land
located in Converse County, State of Wyoming

     

    Township 32 North, Range 82
West, 6th P.M.,
Natrona County, Wyoming:

     

        Section
6:                                Lots
5, 6 and 7

        Section
7:                                Lots
1, 2 and 3

     

    Township 32 North, Range 83
West, 6th P.M.,
Natrona County, Wyoming:

     

        Section
1:                                Lot
1, S1⁄2NE1⁄4, N1⁄2SW1⁄4, SW1⁄4SW1⁄4, NW1⁄4SE1⁄4

        Section
2:                                E1⁄2SE1⁄4

        Section
3:                                SE1⁄4SE1⁄4

        Section
4:                                SE1⁄4

        Section
5:                                ALL

        Section
6:                                ALL

        Section
9:                                E1⁄2

        Section
10:                              SW1⁄4

        Section
11:                              E1⁄2SE1⁄4

        Section
12:                              E1⁄2,
E1⁄2W1⁄2, NW1⁄4NW1⁄4, W1⁄2SW1⁄4

        Section
13:                              ALL

        Section
14:                              E1⁄2E1⁄2,
NW1⁄4SE1⁄4, W1⁄2

        Section
15:                              E1⁄2

        Section
23:                              NE1⁄4NE1⁄4

        Section
24:                              N1⁄2N1⁄2

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    Township 32 North, Range 84
West, 6th P.M.,
Natrona County, Wyoming:

     

        Section
3:                                Lots
1, 2, 3, AND 4, SE1⁄4/NE1⁄4, E1⁄2SE1⁄4

        Section
4:                                Lot
1, S1⁄2NE1⁄4, NE1⁄4SW1⁄4, S1⁄2SW1⁄4, NW1⁄4SE1⁄4, SE1/RSE1⁄4

        Section
5:                                SW1⁄4NE1⁄4

        Section
7:                                NE1⁄4SW1⁄4

        Section
8:                                E1⁄2NE1⁄4,
SE1⁄4SW1⁄4, N1⁄2SE1⁄4, SW1⁄4SE1⁄4

        Section
9:                                N1⁄2N1⁄2,
SW1⁄4NE1⁄4, SE1⁄4NW1⁄4, N1⁄2SW1⁄4, NW1⁄4SE1⁄4

        Section
10:                              NW1⁄4NE1⁄4,
N1⁄2NW1⁄4, SE1⁄4NE1⁄4

        Section
11:                              SE1⁄4NE1⁄4,
NE1⁄4SE1⁄4, S1⁄2SE1⁄4

        Section
12:                              SW1⁄4NW1⁄4,
W1⁄2SW1⁄4

        Section
13:                              W1⁄2NW1⁄4,
NW1⁄4SW1⁄4

        Section
14:                              E1⁄2,
N1⁄2SW1⁄4, SE1⁄4SW1⁄4

        Section
17:                              NE1⁄4SW1⁄4,
SE1⁄4NE1⁄4, SE1⁄4SW1⁄4, SE1⁄4

        Section
18:                              Lots
1 and 2, SE1⁄4SE1⁄4

        Section
19:                              Lots
2, 3 and 4, SE1⁄4NW1⁄4, S1⁄2NE1⁄4, E1⁄2SW1⁄4, W1⁄2SE1⁄4, SE1⁄4SE1⁄4

        Section
20:                              S1⁄2,
SW1⁄4NW1⁄4

        Section
21:                              W1⁄2NW1⁄4,
NW1⁄4SW1⁄4

        Section
28:                              SW1⁄4NW1⁄4

        Section
29:                              W1⁄2NE1⁄4,
NW1⁄4, N1⁄2SW1⁄4

        Section
30:                              N1⁄2NE1⁄4,
SE1⁄4NE1⁄4, NE1⁄4SE1⁄4

     

    Township 32 North, Range 85
West, 6th P.M.,
Natrona County, Wyoming:

     

        Section
12:             
S1⁄2SE1⁄4, NE1⁄4SE1⁄4

        Section
13:             
S1⁄2NE1⁄4, NW1⁄4NE1⁄4

     

    Dowell
Rd. Substation (Robert Huerta)

     

    Lands located in Josephine County,
State of Oregon

     

    Commencing at the Southwest Corner of
Section 24, Township 36 South, Range 6 West of the Willamette Meridian,
Josephine County, Oregon; thence North 8 feet to a point on the Northerly right
of way line of the California & Oregon Coast Railroad; thence North 76°08'
East, along said right of way line, 1011.6 feet; thence North 517.5 feet to a
point on the center line of drain ditch the true point of beginning; thence
North 587 feet, more or less, to the South right of way line of the Redwood
Highway; thence South 89°30' West along right of way line of said Highway, 136
feet; thence South 615 feet to the center of a drain ditch; thence North 77°53'
East along said ditch, 139 feet to the true point of beginning.

    


    Lake
Side Power Plant

     

    Special
Warranty Deed

     

    Parcel
1

     

    Lots 3 and 4, Plat "A", Lake Side Power
Plant Subdivision, according to the official plat thereof on file and of record
in the office of the Utah County Recorder, filed on September 20, 2004 as Entry
No. 106983:2004 and Map Filing No. 10687.

    


    Containing 23.743 acres, more or
less.

    


    Lots 1 and 2, Plat "B", Lake Side Power
Plant Subdivision, according to the official plat thereof on file and of record
in the Utah County Recorder, filed on January 24, 2005 as Entry No. 7453:2005
and Map Filing No. 10899.

    


    Containing 39.879 acres, more or
less

    


    Parcel
2

     

    A perpetual 20.00 foot wide
non-exclusive access easement and right of way within the Easement Corridor,
described below, to Well No. 1 (designated "Well # 1" in Change Application No.
a28676 filed February 25, 2004 [the "Change Application"] and designated as
"Well D" in the State Engineer's Memorandum Decision dated as of February 25,
2005 approving the Change Application [the "Decision"]), which Well No. 1 is
located at a point North 2796.00 feet and West 1472.00 feet from the South
quarter corner of Section 8, Township 6 South, Range 2 East, Salt Lake Base and
Meridian, as set forth within that Water Well Easement dated March 4, 2005 and
recorded on March 8, 2005, as Entry No. 24140:2005 in the office of the Utah
County Recorder.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    Parcel
3

     

    A perpetual 20.00 foot wide
non-exclusive access easement and right of way within the Easement Corridor,
described below, to Well No. 3 (designated "Well # 3" in Change Application and
designated "Deep Well No. 3" in the Decision), which Well No. 3 is located at a
point North 3661.00 feet and West 1975.00 feet from the South quarter corner of
Section 8, Township 6 South, Range 2 East, Salt Lake Base and Meridian, as set
forth within that Water Well Easement dated March 4, 2005 and recorded on March
8, 2005, as Entry No. 24140:2005 in the office of the Utah County
Recorder.

    


    Parcel
4 (Water Pipeline Easement)

     

    A perpetual 20 foot wide non-exclusive
easement within the Easement Corridor, described below, for the installation,
operation, maintenance and replacement of underground water pipelines between
Parcel 1 above and the New and Existing Water Wells, as set forth within that
Water Well Easement dated March 4, 2005 and recorded on March 8, 2005, as Entry
No. 24140:2005 in the office of the Utah County Recorder.

    


    Parcel
5 (Permanent Operational Existing Well 1)

     

    A perpetual non-exclusive easement for
the purpose of operating and maintaining Existing Well 1, (designated "Well # 1"
in the  Change Application No. a28676 filed February 25, 2004 [the
"Change Application"] and designated as "Well D" in the State Engineer's
Memorandum Decision dated as of February 25, 2005 approving the Change
Application [the "Decision"]) as set forth within that Water Well Easement Dated
March 4, 2005 and recorded on March 8, 2005, as Entry No. 24140:2005 in the
office of the Utah County Recorder which easement is described as
follows:

    


    Commencing at the Southwest corner of
Section 8, Township 6 South, Range 2 East, Salt Lake Base and Meridian; thence
North 89°25'02" East 1242.26 feet; thence North 00°34'58" West 2826.86 feet to
the point of beginning; thence North 59°39'28" East 50.01 feet; thence South
30°20'32" East 50.01 feet; thence South 59°39'28" West 50.01 feet; thence North
30°20'32" West 50.01 feet to the point of beginning.

     

    Parcel
6 (Permanent Operational Existing Well 3)

     

    A perpetual non-exclusive easement for
the purpose of operating and maintaining Existing Well 3, (designated "Well # 3"
in the Change Application and designated "Deep Well No. 3" in the Decision) as
set forth within that Water Well Easement dated March 4, 2005 and recorded on
March 8, 2005, as Entry No. 24140:2005 in the office of the Utah County Recorder
which easement is described as follows:

    


    Commencing at the Southwest corner of
Section 8, Township 6 South, Range 2 East, Salt Lake Base and Meridian; thence
North 89°25'02" East 750.21 feet; thence North 00°34'58" West 3696.87 feet to
the point of beginning; thence North 59°39'28" East 50.01 feet; thence South
30°20'32" East 50.01 feet; thence South 59°39'28" West 50.01 feet; thence North
30°20'32" West 50.01 feet to the point of beginning.

     

    Parcel
7 (Replacement Well Easement No. 1)

     

    A temporary construction easement for
the purpose of constructing a replacement Well No. 1, (designated "Well # 1" in
Change Application No. a28676 filed February 25, 2004 [the "Change Application"]
and designated as "Well D" in the State Engineer's Memorandum Decision dated as
of February 25, 2005 approving the Change Application [the "Decision"]) as set
forth within that Water Well Easement dated March 4, 2005 and recorded on March
8, 2005, as Entry No. 24140:2005 in the office of the Utah County Recorder which
easement is described as follows:

    


    Commencing at the Southwest corner of
Section 8, Township 6 South, Range 2 East, Salt Lake Base and Meridian; thence
North 89°25'02" East 1174.01 feet; thence North 00°34'58" West 2845.45 feet to
the point of beginning; thence North 59°39'28" East 150.04 feet; thence South
30°20'32" East 150.04 feet; thence South 59°39'28" West 150.04 feet; thence
North 30°20'32" West 150.04 feet to the point of beginning.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    Parcel
8 (Replacement Well Easement No. 3)

     

    A temporary construction easement for
the purpose of constructing a replacement Well No. 3, (designated "Well # 3" in
the Change Application and designated "Deep Well No. 3" in the Decision) as set
forth within that Water Well Easement dated March 4, 2005 and recorded on March
8, 2005, as Entry No. 24140:2005 in the office of the Utah County Recorder which
easement is described as follows:

    


    Commencing
at the Southwest corner of Section 8, Township 6 South, Range 2 East, Salt Lake
Base and Meridian; thence North 89°25'02" East 681.97 feet; thence North
00°34'58" West 3715.46 feet to the point of beginning; thence North 59°39'28"
East 150.04 feet; thence South 30°20'32" East 150.04 feet; thence South
59°39'28" West 150.04 feet; thence North 30°20'32" West 150.04 feet to the point
of beginning.

     

    Parcel
9 (Temporary Water Pipeline Easement)

     

    An 80 foot wide temporary construction
easement within the Easement Corridor, described below, for the constructing and
installation, between Parcel 1 above and the New and Existing Water Wells, as
set forth within that Water Well Easement dated March 4, 2005 and recorded on
March 8, 2005, as Entry No. 24140:2005 in the office of the Utah County
Recorder.

    


    Parcel
10 (Power Line Easement)

     

    A non-exclusive easement, for the
construction, installation, maintenance and replacement of 138 kV power
conductors and support poles, as set forth within that Power Line Easement dated
March 4, 2005 and recorded on March 8, 2005, as Entry No. 24141:2005
in the office of the Utah County Recorder which easement is described as
follows:

    


    Commencing
at the West quarter corner of Section 5, Township 6 South, Range 2 East, Salt
Lake Base and Meridian; thence North 00°44'49" West 1663.26 feet along the
section line to the point of beginning; thence North 00°45'27" West 100.04 feet;
thence South 89°47'53" East 2009.01 feet; thence South 59°32'20" East 198.50
feet; thence North 89°47'53" West 2178.79 feet to the point of
beginning.

     

    As used herein, the term "Easement
Corridor" shall mean the real property located in Utah County, Utah more
particularly described as follows:

    


    That portion of Section 5, 6, 7, and 8,
Township 6 South, Range 2 East, Salt Lake Base and Meridian, Utah County, Utah,
more particularly described as follows:

    


    Beginning at the East quarter corner of
said Section 6;

    


    Thence South 89°39'02" West 1364.46
feet along quarter section line;

    


    Thence South 107.30 feet;

    


    Thence South 27°30'32" East 2039.18
feet;

    


    Thence South 27°22'16" East 1322.28
feet;

    


    Thence South 27°44'57" East 1319.64
feet;

    


    Thence South 30°20'32" East 1054.45
feet;

    


    Thence South 59°55'53" West 100.03
feet;

    


    Thence North 30°20'32" West 1056.24
feet;

    


    Thence North 27°44'57" West 1322.23
feet;

    


    Thence North 27°22'16" West 1322.49
feet;

    


    Thence North 27°30'32" West 2098.55
feet;

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    Thence South 89°38'53" West 849.61
feet;

    


    Thence North 00°21'07" West 100.03 feet
to a point on quarter section line;

    


    Thence North 89°38'53" East 849.14 feet
along quarter section line to a point on the Westerly right of way line of 250
West Street;

    


    Thence North 27°23'53" West 659.78 feet
to a curve to the right having a radius of 555.96 feet, a central angle of
27°47'07" and a chord that bears North 13°30'20" West 266.97 feet;

    


    Thence along said curve, a distance of
269.61 feet;

    


    Thence North 00°23'10" East 648.78 feet
to the Southeast corner of Lot 4, Plat "A", Lake Side Power Plant
Subdivision;

    


    Thence South 89°51'28" East 542.35
feet;

    


    Thence South 14°26'43" East 65.53
feet;

    


    Thence South 57°54'16" East 69.17
feet;

    


    Thence North 89°51'28" West 536.94
feet;

    


    Thence South 00°23'10" West 549.77 feet
to a curve to the left having a radius of 475.26 feet, a central angle of
27°43'11"

    and a
chord that bears South 13°28'26" East 227.70 feet;

    


    Thence along said curve, a distance of
229.93 feet;

    


    Thence South 27°25'41" East 588.61
feet;

    


    Thence North 89°39'02" East 1441.90
feet to a point on section line between said section 5 & 6;

    


    Thence North 89°39'22" East 571.78
feet;

    


    Thence South 00°20'38" East 100.03 feet
to a point on quarter section line;

    


    Thence South 89°39'22" West 571.77 feet
to the point of beginning.

    


    Dunlap
Ranch

     

    Lands
located in Carbon County, State of Wyoming

     

    Township 24 North, Range 78
West, 6th P.M.,
Carbon County, State of Wyoming

     

        Section
3:                                 
All

        Section
4:                                 
All

        Section
5:                                 
All

        Section
6:                                 
E1⁄2SW1⁄4, SE1⁄4, Lots 3, 4, 5 and 6

        Section
7:                                 
All

        Section
9:                                 
All

        Section
14:                                All

        Section
15:                                All

        Section
17:                                All

        Section
18:                                All

        Section
19:                                All

        Section
21:                                All

        Section
22:                                All

        Section
27:                                All

        Section
29:                                All

        Section
30:                                All

        Section
31:                                All

        Section
32:                                All

        Section
33:                                All

        Section
34:                                All

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    Township 24 North, Range 79
West, 6th P.M.,
Carbon County, State of Wyoming

     

        Section
1:                                 
All

        Section
3:                                 
All

        Section
10:                                S1⁄2NW1⁄4,
N1⁄2SW1⁄4

        Section
11:                                All

        Section
12:                                E1⁄2,
E1⁄2SW1⁄4, SE1⁄4NW1⁄4

     

    Morrison
Creek Substation

     

    Lands
located in Del Norte County, State of California

     

    Parcel
One

     

    All that real property situated in an
unincorporated area of Del Norte County, State of California, lying within
Section 26, Township 18 North, Range 1 West, Humboldt Meridian, and being a
portion of the Lands of Simpson Acquiring Company, a Washington Corporation, as
described in the Certificate of Compliance, Document No. 2007-6272, and a
portion of the Lands of Simpson Acquiring Company, a Washington Corporation, as
described in the Certificate of Compliance, Document No. 2007-6270 (said portion
also lying within the Lands of Simpson Acquiring Company, a Washington
Corporation, Parcel One of 336 Q.R. 791), Del Norte County Records, further
described as follows:

    


    Commencing at the High Precision
Geodetic Network Monument "HPGN CA 01 13", National Geodetic Survey Point
Identification No. LV1172, said point having a California Coordinate System NAD
83, Zone 1, Northing of 2,594,594.17 feet, and Easting of 5,974,376.3 feet,
1998.50 Epoch;

    


    Thence South 60 degrees 27 minutes 10
seconds East, 5598.61 feet to a point on the northwesterly line of said Lands of
Simpson Acquiring Company, and also being on the southeasterly line of the
Highway 101 right of way, said point marked by a 1" iron pipe, LS 7015, and
being the TRUE POINT OF BEGINNING of the real property herein
described;

    


    Thence North 57 degrees 33 minutes 07
seconds East, 375.00 feet to a 1" iron pipe monument, LS 7015;

    


    Thence South 32 degrees 28 minutes 53
seconds East, 237.43 feet to a 1" iron pipe monument, LS 7015;

    


    Thence South 01 degrees 24 minutes 06
seconds West, 142.38 feet to a 1" iron pipe monument LS 7015;

    


    Thence continuing South 01 degrees 24
minutes 06 seconds West, 8.87 feet;

    


    Thence South 7 degrees 52 minutes 55
seconds East, 211.84 feet;

    


    Thence South 39 degrees 51 minutes 24
seconds East, 134.01 feet;

    


    Thence South 5 degrees 40 minutes 38
seconds East, 161.40 feet;

    


    Thence South 26 degrees 36 minutes 28
seconds East, 114.68 feet;

    


    Thence South 29 degrees 22 minutes 40
seconds East, 132.66 feet;

    


    Thence South 16 degrees 59 minutes 42
seconds East, 44.61 feet;

    


    Thence South 7 degrees 34 minutes 25
seconds West, 27.54 feet;

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

    Thence South 13 degrees 39 minutes 07
seconds West, 14.74 feet more or less to the south line of the Northwest Quarter
of said Section 26;

    


    Thence North 87 degrees 53 minutes 03
seconds West along the south line of the Northwest Quarter of said Section 26,
114.33 feet more or less to the southeasterly right of way line for Highway
101;

    


    Thence North 32 degrees 26 minutes 53
seconds West along the southeasterly right of way line for Highway 101, 1092.42
feet more or less to the POINT OF BEGINNING.

    


    Containing an area of 6.25 acres, more
or less.

    


    Parcel
Two

     

    An easement, 30.00 feet in width, for
ingress, egress and public utilities purposes, over, under and across a strip of
land, being a portion of the Lands of Simpson Acquiring Company as described in
the Certificate of Compliance, Document No. 2007-6270, DOI Node County Records,
the center of said 30 foot wide strip being described as follows:

    


    Commencing at the Northwest corner or
Parcel One, defined above, saki point being marked by a 1" iron pipe, LS
7015;

    


    Thence North 57 degrees 33 minutes 07
seconds East, 87.01 feet to a point on the northwesterly line of Parcel One,
above defined, said point being the TRUE POINT OF BEGINNING of said
centerline;

    


    Thence North 32 degrees 26 minutes 53
seconds West, 66.26 feet to the beginning of a tangent curve;

    


    Thence along a curve to the left having
a radius of 60.00 feet, through a central angle of 90 degrees
00 minutes 00 seconds, an arc length of 94.25 feet more or less to the
center of a 30 foot access point in the southeasterly line of the Highway 101
right of way, said point being the terminus of the centerline of said 30 foot
wide strip.

    


    Nickel
Mtn. Substation

     

    Lands
Located in Douglas County, State of Oregon

     

    Parcel 2 of PARTITION PLAT 2008-32,
Surveyor's Records of Douglas County, Oregon, Recorder's Instrument No.
2008-9868

    


    Little
Shasta Substation

     

    Lands
Located in Siskiyou County, State of California

     

    All that certain real property located
in the Southwest One-quarter of Section 36, Township 45 North, Range 5 West of
the Mount Diablo Meridian, Siskiyou County, California, the exterior boundary of
which, as now surveyed, is more particularly described as follows:

    


    Commencing at the northwest corner of
Section 36, Township 45 North, Range 5 West of the Mount Diablo Meridian; thence
South 37° 06' 05" East, 4306.52 feet to a 5/8-inch iron pin with an orange
plastic cap marked "BRADSHAW LS 6057", being the True Point of Beginning; thence
South 89° 49' 11" East, 100.00 feet to a 5/8-inch iron pin with an orange
plastic cap marked "BRADSHAW LS 6057"; thence South 00° 10' 49" West, 99.00 feet
to a 5/8-inch iron pin with an orange plastic cap marked "BRADSHAW LS 6057" set
as a witness monument being North 00° 10' 49" West, 1.00 feet from the true
southeast boundary corner; thence continue South 00° 10' 49" West, 1.00 feet to
a point an existing cyclone fence; thence South 77° 56' 47" West, along said
existing cyclone fence and a southwesterly prolongation thereof, 102.32 feet to
a 5/8-inch iron pin with an orange plastic cap marked "BRADSHAW LS 6057"; thence
North 00° 10' 49" East, 121.68 feet to the Point of Beginning.

    


    Basis of bearings for this description
is Geodetic North based on WGS 84 Datum, established by Global Positioning
System Observations.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    Populus
Substation

     

    Lands
located in Bannock County, State of Idaho

     

    Goldberg
Property

     

               TOWNSHIP
11 SOUTH, RANGE 37 EAST, BOISE MERIDIAN, BANNOCK COUNTY, IDAHO.

    


    SECTION 32: E1⁄2 SE1⁄4; NW1⁄4
SE1⁄4

    


    Containing approximately 120 acres,
more or less.

    


    Evans
Property

     

    NE1⁄4 SECTION 32, TOWNSHIP 11 SOUTH,
RANGE 37 EAST, BOISE MERIDIAN, BANNOCK COUNTY, IDAHO.

    


    EXCEPTING THEREFROM:

    


    A PARCEL OF LAND BEING ON BOTH SIDES OF
THE CENTERLINE OF U.S. HIGHWAY NO. 191 (BUS) PROJECT NO. S-1751(1) HIGHWAY AS
SHOWN ON THE PLANS THEREOF NOW ON FILE IN THE OFFICE OF THE DEPARTMENT OF
HIGHWAYS OF THE STATE OF IDAHO, AND BEING A PORTION OF THE N1⁄2 NE1⁄4 OF SECTION 32,
TOWNSHIP 11 SOUTH, RANGE 37 E.B.M., DESCRIBED AS FOLLOWS, TO-WIT:

    


    BEGINNING AT THE NORTHWEST CORNER OF
THE NE1⁄4 OF SECTION 32, TOWNSHIP 11 SOUTH, RANGE 37 E.B.M.; THENCE EASTERLY ALONG
THE NORTH LINE OF SAID NE1⁄4 A DISTANCE OF 2672.0 FEET, MORE OR LESS, TO THE
NORTHEAST CORNER THEREOF; THENCE SOUTHERLY ALONG THE EAST LINE OF SAID NE1⁄4 A
DISTANCE OF 51.0 FEET, MORE OR LESS, TO A POINT IN A LINE PARALLEL WITH AND 60.0
FEET SOUTHERLY FROM THE CENTERLINE OF SAID U.S. HIGHWAY NO. 191 (BUS) PROJECT
NO. S-1751 (1) HIGHWAY SURVEY;

    


    THENCE SOUTH 89°30'56" WEST ALONG SAID
PARALLEL LINE 2400.0 FEET, MORE OR LESS, TO A POINT OPPOSITE STATION 104+00 OF
SAID HIGHWAY SURVEY; THENCE SOUTH 88°47'58" WEST, 272.0 FEET, MORE OR LESS, TO A
POINT IN THE WEST LINE OF SAID NE1⁄4; THENCE NORTHERLY ALONG SAID WEST LINE 75.0
FEET, MORE OR LESS, TO THE PLACE OF BEGINNING.

    


    Containing 157.505 acres, more or
less.

    


    Hatfield
Property

     

    PARCEL
1:

     

    LOT 1, SECTION 5, TOWNSHIP 12 SOUTH,
RANGE 37 EAST, BOISE MERIDIAN, BANNOCK COUNTY, IDAHO.

    


    EXCEPTING THEREFROM:

    


    THE NORTH 16 FEET OF LOT 1, SECTION 5,
TOWNSHIP 12 SOUTH, RANGE 37 EAST, BOISE MERIDIAN, BANNOCK COUNTY,
IDAHO.

    


    ALSO INCLUDING:

    


    THE EAST 16 FEET OF LOT 2, SECTION 5,
TOWNSHIP 12 SOUTH, RANGE 37 EAST, BOISE MERIDIAN, BANNOCK COUNTY,
IDAHO.

    


    Containing
39.93 acres, more or less.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    Buck
Property

     

    The north 16.00 feet of Lot 1, Section
5, Township 12 South, Range 37 East, Boise Meridian, Bannock County,
Idaho

    


    Containing 0.48 acres, more or
less.

    


    Ben
Lomond to Populus Transmission Corridor

     

    Lands
located in Box Elder County, State of Utah

     

    Roberts
Property

     

    BEGINNING AT A POINT BEING SOUTH 89°30'
WEST 1118 FEET AND SOUTH 1°03' WEST 668 FEET FROM THE NORTHEAST CORNER OF
SECTION 26, TOWNSHIP 8 NORTH, RANGE 2 WEST, OF THE SALT LAKE BASE AND MERIDIAN;
THENCE EAST 876.5 FEET, MORE OR LESS; THENCE SOUTH 18° EAST 96 FEET, MORE OR
LESS; THENCE SOUTH 26°30' EAST 80 FEET TO THE WEBER-BOX ELDER CANAL, RIGHT OF
WAY; THENCE WEST 945 FEET; THENCE NORTH 103' EAST 160 FEET TO THE POINT OF
BEGINNING.

    


    LESS: BEGINNING AT A POINT SOUTH 8930'
WEST 1118 FEET AND SOUTH 103' WEST 668 FEET FROM THE NORTHEAST CORNER OF SAID
SECTION 26; THENCE EAST 240 FEET, MORE OR LESS, TO THE WEST LINE OF EASEMENT
ROAD KNOWN AS WILLARD HAUL ROAD; THENCE SOUTHWESTERLY ALONG SAID ROAD TO A POINT
SOUTH 103' WEST 160 FEET AND EAST 190 FEET, MORE OR LESS, FROM THE POINT OF
BEGINNING; THENCE WEST 190 FEET, MORE OR LESS; THENCE NORTH 103' EAST 160 FEET
TO THE POINT OF BEGINNING.

    


    SUBJECT TO A 16.5 FEET RIGHT OF WAY
ALONG SOUTHERLY BOUNDARY.

    


    SERIAL NO. 02-050-0077

    


    TOGETHER WITH WATER RIGHT #
29-2100

    


    Containing 2.294 acres, more or
less.

     

    


     

    


    


    
 

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    


     

    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
Treasurer for and in its behalf, and The Bank of New York Mellon Trust Company,
N.A. has caused its corporate name to be hereunto affixed, and this instrument
to be signed and sealed by one of its Assistant Vice Presidents, and its
corporate seal to be attested to by one of its Vice Presidents, all as of the
day and year first above written.

    


    


    


    
      	
              [SEAL]

            	 
      	 
      	
              PACIFICORP

            
	 
      	 
      	 
      	
              By

            	 
      
	 
      	 
      	 
      	 
      	
               

              ________________________________________________

               

            
	 
      	 
      	 
      	 
      	
              Bruce
      N. Williams

              Vice
      President and Treasurer

            
	
               

              Attest:

            	 
      	 
      	 
      	 
      
	 
      	
               

              _______________________________________________

               

            	 
      	 
      	 
      
	 
      	
              Jeffery
      Erb

              Assistant
      Secretary

            	 
      	 
      	 
      
	
               

              [SEAL]

            	 
      	 
      	
               

              THE BANK OF NEW YORK MELLON
      TRUST COMPANY, N.A., as trustee

            
	 
      	 
      	 
      	
               

               

              By

            	 
      
	 
      	 
      	 
      	 
      	
               

              ________________________________________________

               

            
	 
      	 
      	 
      	 
      	
              Raymond
      Torres

              Assistant
      Vice President

            
	
               

              Attest:

            	 
      	 
      	 
      	 
      
	 
      	
               

              _______________________________________________

               

            	 
      	 
      	 
      
	 
      	
              Teresa
      Petta

              Vice
      President

            	 
      	 
      	 
      


    

    


    


    


    


    



    
      
        
          (Twenty-second
Supplemental Indenture)

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              STATE
      OF OREGON

            	
              )

            
	 
      	
              )

            
	
              COUNTY
      OF MULTNOMAH

            	
              )
      SS.:

            


    

    


     

    On this
____ day of July, 2008, before me, ____________________________, a Notary Public
in and for the State of Oregon, personally appeared Bruce N. Williams and
Jeffery Erb, known to me to be Vice President and Treasurer and 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.

    


    


    


    
      	
              [SEAL]

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
               

              ______________________________________________

               

            
	 
      	 
      	 
      	 
      	
              Residing at: Battle Ground, Washington

            


    

    


    


    


    
      	
              STATE
      OF CALIFORNIA

            	
              )

            
	 
      	
              )

            
	
              COUNTY
      OF LOS ANGELES

            	
              )
      SS.:

            


    

    


     

    On this
____ day of July, 2008, before me, ____________________________, a Notary Public
in and for the State of California, personally appeared Raymond Torres and
Teresa Petta, known to me to be an Assistant Vice President and a Vice
President, respectively, of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association, 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.

    


    


    


    
      	
              [SEAL]

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
               

              ______________________________________________

               

            
	 
      	 
      	 
      	 
      	
              Notary Public, State of
      California

            


    

    


    


    



    
      
        
          (Twenty-second
Supplemental Indenture)