file3.htm


    
      

      

    

    EXHIBIT
      4.2

     

     

    

      EXCEPT
        AS
        OTHERWISE PROVIDED IN SECTION 2.16 OF THE MORTGAGE HEREINAFTER REFERRED TO,
        THIS BOND MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO THE DEPOSITORY,
        ANOTHER NOMINEE OF THE DEPOSITORY OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE
        OF SUCH SUCCESSOR DEPOSITORY.

       

      THIS
        BOND
        IS A GLOBAL SECURITY WITHIN THE MEANING OF THE MORTGAGE HEREINAFTER REFERRED
        TO
        AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
        DEPOSITORY.  THIS BOND IS EXCHANGEABLE FOR BONDS REGISTERED IN THE
        NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
        CIRCUMSTANCES DESCRIBED IN THE MORTGAGE, AND NO TRANSFER OF THIS BOND (OTHER
        THAN A TRANSFER OF THIS BOND AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
        THE
        DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
        NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN LIMITED
        CIRCUMSTANCES.

       

      UNLESS
        THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST
        COMPANY (55 WATER STREET, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
        REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND NY BOND ISSUED IS REGISTERED
        IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN
        AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
        HEREON
        IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY, ANY TRANSFER, PLEDGE OR
        OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH
        AS THE
        REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

      


      PACIFICORP

      


      %
        Series
        Due

      (A
        Series
        of First Mortgage Bonds)

      


                                               


      
        
          	 	
                  No.

                	
                  US$

                
	 	
                  Date:

                	
                  Cusip:

                


        

      

       

       

      PACIFICORP,
        an Oregon corporation (the "Company"), for value received,
        hereby promises to pay to CEDE & CO. or registered assigns,
        on                      ,
        at the office or agency of the Company in the Borough of Manhattan, The City
        of
        New York, the sum of __________ Dollars, in such coin or currency of the
        United States of America as at the time of payment is legal tender for public
        and private debts, and to pay interest thereon from the [Date] or [Date]
        next
        preceding the date hereof, or if no interest has been paid on the bonds of
        this
        series, from [Date], at the rate of ______ per centum (____%) per
        annum, in like coin or currency at such office or agency on [Date] and [Date]
        in
        each year (each, an "Interest Payment Date"),
        commencing on [Date], until the principal of this bond shall have been paid
        or
        duly provided for; provided that the interest so payable on any Interest
        Payment
        Date will, subject to certain exceptions set out in the

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      _______ Supplemental
        Indenture (hereinafter mentioned), be paid to the person in whose name this
        bond
        (or any bond previously Outstanding in transfer or exchange for which this
        bond
        was issued) is registered on the Record Date next preceding such Interest
        Payment Date; provided, however, that interest payable upon maturity or earlier
        redemption will be payable to the person to whom principal is
        payable.  So long as this bond remains in book-entry only form, the
        Record Date for each Interest Payment Date will be the close of business
        on the
        Business Day before the applicable Interest Payment Date, and, if this bond
        is
        not in book-entry only form, the Record Date for each Interest Payment Date
        will
        be the close of business on the _____ calendar day of the month of the
        Interest Payment Date (whether or not a Business Day).

       

      "Business
        Day" means, for
        purposes of the preceding two paragraphs, a day other than (i) a Saturday
        or a Sunday, or (ii) a day on which banking institutions in The City of New
        York are authorized or obligated by law or executive order to remain
        closed.

       

      The
        amount of interest payable will be computed on the basis of a 360-day year
        consisting of twelve 30-day months. If any Interest Payment Date is not a
        Business Day, then payment of the interest payable on that date will he made
        on
        the next succeeding day which is a Business Day (and without any additional
        interest or other payment in respect of any delay), with the same force and
        effect as if made on such date.

       

      1.           
        This bond is one of an issue of bonds of the Company issuable in series and
        is
        one of a series known as its First Mortgage Bonds, _______ % Series Due
        _______ to be issued under and equally secured by a Mortgage and Deed of
        Trust
        (herein, together with any indenture supplemental thereto, including the
        ______
        Supplemental Indenture dated as of ________, the "Mortgage"), dated as of
        January 9, 1989 executed by the Company to JPMorgan Guaranty Trust Company,
        as trustee (The Bank of New York as successor). Reference is made to the
        Mortgage for a description of the property mortgaged, and pledged, the nature
        and extent of the security, the rights of the holders of the bonds and of
        the
        Trustee in respect thereof, the duties and immunities of the Trustee and
        the
        terms and conditions upon which the bonds are, and are to be, secured, the
        circumstances under which additional bonds may be issued and the definitions
        of
        certain terms hereinafter used.

       

      With
        the
        consent of the Company and to the extent permitted by and in the manner provided
        in the Mortgage, the rights and obligations of the Company and/or the rights
        of
        the holders of the bonds and/or coupons and/or the terms and provisions of
        the
        Mortgage may be modified or altered by affirmative vote of the holders of
        at
        least sixty per centum (60%) in principal amount of bonds then Outstanding
        under
        the Mortgage, all voting as a single class or, if the rights of the holders
        of
        one or more, but less than all, series of bonds then Outstanding are to be
        adversely affected, then by affirmative vote of the holders of at least
        sixty per centum (60%) principal amount of those bonds then
        Outstanding so to be adversely affected, all voting as a single class (excluding
        in any case bonds disqualified from voting by reason of the Company's interest
        therein as provided in the Mortgage); provided that no such modification
        or
        alteration shall, without the consent of the holder hereof, impair or affect
        the
        right of the holder to receive payment of the principal of (and premium,
        if any)
        and interest on this bond, on or after the respective due dates expressed
        herein, or to institute suit for the enforcement of any such payment on or
        after
        such respective dates, or permit the creation of and lien ranking equal or
        prior
        to the Lien of the Mortgage or deprive the bolder of the benefit of a lien
        on
        the Mortgaged

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
         

        and
          Pledged Property or reduce the percentage vote required to effect such
          modifications or alterations.

         

      

      The
        Company has reserved the right, without any consent or other action by holders
        of bonds of the Ninth Series known as First Mortgage and Collateral Trust
        Bonds,
        Secured Medium-Term Notes, Series F, or any other series of bonds
        subsequently created under the Mortgage (including the bonds of this series),
        to
        amend the Mortgage in order to except from the Lien of the Mortgage allowances
        allocated to steam-electric generating plants owned by the Company, or in
        which
        the Company, or in which the Company has interests, pursuant to Title IV of
        the Clean Air Act Amendments of 1990 as now in effect or as hereafter
        supplemented or amended.

       

      2.           
        The principal hereof may be declared or may become due prior to the maturity
        date hereinbefore named on the conditions, in the manner and at the time
        set
        forth in the Mortgage, upon the occurrence of a Default as in the Mortgage
        provided.

       

      3.           
        The bonds of this series redeemable, in whole or in part, at any time and
        at the
        Company's option, at a redemption price equal to (A) the greater of:
        (i) one hundred per centum (100%) of the principal amount of bonds of
        this series then Outstanding to be redeemed, or (ii) the sum of the present
        values of the remaining scheduled payments of principal and interest thereon
        (not including any portion of such payments of interest accrued as of the
        Redemption Date) discounted to the Redemption Date on a semiannual basis
        (assuming a 360-day year consisting of twelve 30-day months) at the
        Adjusted Treasury Rate, plus ______ basis points, as calculated by an
        Independent Investment Banker; plus (B) accrued and unpaid interest thereon
        to the date on which such bonds are to be redeemed (the "Redemption Date"). Unless the
        Company defaults in payment of the redemption price, on and after the Redemption
        Date interest will cease to accrue on the bonds of this series or portions
        thereof called for redemption.

       

      For
        purposes of this Section 3:

       

      "Adjusted
        Treasury Rate" means,
        with respect to any Redemption Date:  (A) the yield, under the
        heading which represents the average for the immediately preceding week,
        appearing in the most recently published statistical release designated
        "H.15(519)" or any successor publication which is published weekly by the
        Board
        of Governors of the Federal Reserve System and which establishes yields on
        actively traded United States Treasury securities adjusted to constant maturity
        under the caption "Treasury Constant Maturities," for the maturity corresponding
        to the Comparable Treasury Issue (if of no maturity is within three months
        before or after the Remaining Life, yields for the two published maturities
        most
        closely corresponding to the Comparable Treasury Issue will be determined
        and
        the Adjusted Treasury Rate will be interpolated or extrapolated from such
        yields
        on a straight line basis, rounding to the nearest month); or (B) if such
        release (or any successor release) is not published during the week preceding
        the calculation date or does not contain such yields, the rate per annum
        equal
        to the semi-annual equivalent yield to maturity of the Comparable Treasury
        Issue, calculated using a price for the Comparable Treasury Issue (expressed
        as
        a percentage of its principal amount) equal to the Comparable Treasury Price
        for
        such Redemption Date. The Adjusted Treasury Rate will be calculated on the
        third
        Business Day preceding the Redemption Date.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      "Business
        Day" means a day
        other than (i) a Saturday or a Sunday, or (ii) a day on which banking
        institutions in The State of New York are authorized or obligated by law
        or
        executive order to remain closed.

       

      "Comparable
        Treasury Issue"
        means the United States Treasury security selected by an Independent Investment
        Banker as having a maturity comparable to the remaining term of the bonds
        of
        this series to be redeemed that would be used, at the time of selection and
        in
        accordance with customary financial practice, in pricing new issues of corporate
        debt securities of comparable maturity to the remaining term of such bonds
        (the "Remaining
        Life").

       

      "Comparable
        Treasury Price"
        means (1) the average of four Reference Treasury Dealer Quotations for such
        Redemption Date, after excluding the highest and lowest Reference Treasury
        Dealer Quotations, or (2) if the Independent Investment Banker obtains
        fewer than four such Reference Treasury Dealer Quotations, the average of
        all
        such quotations.

       

      "Independent
        Investment Banker"
        means one of the Reference Treasury Dealers, appointed by the Company and
        its
        successors, or if that firm is unwilling or unable to serve as such, an
        independent investment and banking institution of national standing appointed
        by
        the Company.

       

      "Reference
        Treasury Dealer"
        means: (A) each
        of                                                          and                                                          and
        their respective successors; provided that, if either such entity ceases
        to be a
        primary U.S. Government securities dealer in New York City (Primary Treasury
        Dealer), the Company will substitute another Primary Treasury Dealer; and
        (B) any other Primary Treasury Dealers selected by the
        Company.

       

      "Reference
        Treasury Dealer
        Quotations" means, with respect to each Reference Treasury Dealer and any
        Redemption Date, the average, as determined by the Independent Investment
        Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed
        in each case as a percentage of its principal amount) quoted in writing to
        the
        Independent Investment Banker at 5:00 p.m., New York City time, on the
        third Business Day preceding such Redemption Date.

       

      The
        Company shall give the Trustee notice of such redemption price immediately
        after
        the calculation thereof, and the Trustee shall have no responsibility for
        such
        calculation.

       

      4.           
        This bond is transferable as prescribed in the Mortgage by the registered
        owner
        hereof in person, or by his, her or its duly authorized attorney, at the
        office
        or agency of the Company in the Borough of Manhattan, The City of New York,
        upon
        surrender and cancellation of this bond, together with a written instrument
        of
        transfer, if required by the Company, duly executed by the registered owner
        or
        by his, her or its duly authorized attorney, and, thereupon, a new fully
        registered bond of the same series for a like principal amount will be issued
        to
        the transferee in exchange herefor as provided in the Mortgage. Subject to
        the
        foregoing provisions as to the person entitled to receive payment of interest
        hereon, the Company and the Trustee may deem and treat the person in whose
        name
        this bond is registered as the holder and the absolute owner hereof for the
        purpose of receiving payment and for all other purposes, and neither the
        Company
        nor the Trustee shall be affected by any notice to the contrary.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      5.           
        In the manner prescribed in the Mortgage, any bonds of this series, upon
        surrender thereof for cancellation at the office or agency of the Company
        in the
        Borough of Manhattan, The City of New York, are exchangeable for a like
        aggregate principal amount of fully registered bonds of the same series of
        other
        authorized denominations.

       

      6.           
        As provided in the Mortgage, the Company shall not be required to make transfers
        or exchanges of bonds of any series for a period of fifteen (15) days next
        preceding any designation of bonds of such series to be redeemed, and the
        Company shall not be required to make transfers or exchanges of any bonds
        designated in whole or in part for redemption.

       

      7.           
        No recourse shall be had for the payment of the principal of, premium, if
        any,
        or interest on this bond against any incorporator or any past, present or
        future
        subscriber to the capital stock, shareholder, officer or director of the
        Company
        or of any predecessor or successor corporation, as such, either directly
        or
        through the Company or any predecessor or successor corporation, under any
        rule
        of law, statute or constitution or by the enforcement of any assessment or
        otherwise, all such liability of incorporators, subscribers, shareholders,
        officers and directors being released by the holder or owner hereof by the
        acceptance of this bond and being likewise waived and released by the terms
        of
        the Mortgage.

       

      This
        bond
        shall not become obligatory until The Bank of New York., a New York banking
        association, the Trustee under the Mortgage, or its successor thereunder,
        shall
        have signed the form of authentication certificate endorsed hereon.

       

      [Signature
        page follows]

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, PacifiCorp has caused this bond to be signed in its corporate
        name by its Chairman of the Board, President and Chief Executive Officer,
        or one
        of its Vice Presidents, by his or her signature or a facsimile thereof, and
        its
        corporate seal to be impressed or imprinted hereon and attested by its
        Secretary, or one of its Assistant Secretaries, by his or her signature or
        a
        facsimile thereof.

       

       

      
        
          	 	 	
                  PACIFICORP

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                                  Dated:

                	 	______________________________________________	 	 
	 	 	
                  Name:

                	 	 
	 	 	
                  Title:

                	 	 
	 	 	 	 	 
	 	
                  [SEAL]

                	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                  Attest:
                    ___________________________________

                	 	 
	 	 	
                  Name:

                	 	 
	 	 	
                  Title:

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                  TRUSTEE’S
                    AUTHENTICATION CERTIFICATE

                  
                  

                
	 
	
                  This
                    bond is one of the bonds of
                    the series herein designated, described or provided for in the
                    within
                    mentioned Mortgage.

                  
                  

                
	 	 	 	 
	 	 	 	 
	 	 	
                  THE
                    BANK OF NEW YORK,

                	 
	 	 	
                  As
                    Trustee

                	 
	 	 	 	 
	 	 	______________________________________________	 
	 	 	
                  Authorized
                    Officer

                	 


        




        
          
            
            

          

          
            (Bond)