Exhibit 4(c)


$350,000,000


PACIFICORP


FIRST MORTGAGE BONDS


6.10% SERIES DUE 2036


REGISTRATION RIGHTS AGREEMENT


August 10, 2006


LEHMAN BROTHERS INC.


745 Seventh Avenue


New York, New York 10019


GREENWICH CAPITAL MARKETS, INC.


101 Park Avenue


New York, New York 10178


Dear Sirs:


PacifiCorp, an Oregon corporation (the “Company”), proposes to issue and sell to Lehman Brothers
Inc., Greenwich Capital Markets, Inc. and the other Initial Purchasers named in
the purchase agreement described below (collectively, the “Initial
Purchasers”), upon the terms set forth in a purchase agreement dated
August 7, 2006 (the “Purchase Agreement”),
$350,000,000 aggregate principal amount of its First Mortgage Bonds, 6.10%
Series due 2036 (the “Initial Securities”).  The Initial Securities will be issued
pursuant to that certain Mortgage and Deed of Trust, dated as of January 9,
1989, with JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan
Bank), as successor trustee (the “Trustee”), as
heretofore amended and supplemented by the supplemental indentures thereto
(collectively, the “Mortgage”).  As an inducement to the Initial Purchasers to
enter into the Purchase Agreement, the Company agrees with the Initial
Purchasers, for the benefit of the Initial Purchasers and the registered
holders of the Securities (as defined below) (collectively, the “Holders”), as follows:


1.  Registered Exchange Offer. 
Unless riot permitted by applicable law (after the Company has complied
with the ultimate paragraph of this Section 1), the Company shall prepare and
file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities
Act of 1933, as amended (the “Securities Act”),
with respect to a proposed offer (the “Registered Exchange Offer”)
to the Holders of Transfer Restricted Securities (as defined in Section 6
hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in 



 1
 









exchange for the Initial Securities, a like aggregate
principal amount of debt securities of the Company issued under the Mortgage,
substantially identical in all material respects to the Initial Securities and
registered under the Securities Act (the “Exchange Securities”).  The Company shall use its reasonable best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Securities Act within 365 days (such 365th day being an applicable “Effectiveness Deadline”) after the date on which the Initial
Purchasers purchase the Initial Securities pursuant to the Purchase Agreement
(the “Closing Date”) and will keep the Exchange Offer Registration Statement
effective for not less than 30 days (or longer, if required.  by applicable law) after the date notice of
the Registered Exchange Offer is mailed to the Holders (such period being
called the “Exchange Offer Registration Period”).


If the Company commences the Registered Exchange Offer,
the Company will be entitled to consummate the Registered Exchange Offer 30
days after such commencement (provided that the Company has accepted all the
Initial Securities theretofore validly tendered in accordance with the terms of
the Registered Exchange Offer).


Following the declaration of the effectiveness of the
Exchange Offer Registration Statement, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of the Registered Exchange
Offer to enable each Holder of Transfer Restricted Securities electing to
exchange the Initial Securities for Exchange Securities (assuming that such
Holder is not an affiliate of the Company within the meaning of the Securities
Act, acquires the Exchange Securities in the ordinary course of such Holder’s
business and has no arrangements or understanding with any person to
participate in the distribution of the Exchange Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the Securities Act.


The Company acknowledges that, pursuant to current
interpretations by the Commission’s staff of Section 5 of the Securities Act,
in the absence of an applicable exemption therefrom, (i) each Holder which is a
broker-dealer electing to exchange Initial Securities, acquired for its
own account as a result of market making activities or other trading
activities, for Exchange Securities (an “Exchanging Dealer”),
is required to deliver a prospectus containing the information set forth in (a)
Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer
Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex
C hereto in the “Plan of Distribution” section of such prospectus in connection
with a sale of any such Exchange Securities received by such Exchanging Dealer
pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that
elects to sell Securities (as defined below) acquired in exchange for Initial
Securities constituting any portion of an unsold allotment, is required to
deliver a prospectus containing the information required by Items 507 or 508,
as applicable, of Regulation S-K under the Securities Act in connection
with such sale.


The Company shall use its reasonable best efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such prospectus
to be lawfully delivered by all persons subject to the 



 2
 









prospectus delivery requirements of the Securities Act
for such period of time as such persons must comply with such requirements in
order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser, of 120 days and the date on which all Exchanging Dealers
and the Initial Purchasers have sold all. 
Exchange Securities held by them (unless such period is extended
pursuant to Section 3(j) below) and (ii) the Company shall make such
prospectus and any amendment or supplement thereto available to any broker-dealer
for use in connection with any resale of any Exchange Securities for a period
of not less than, 120 days after the consummation of the Registered Exchange
Offer.


If, upon consummation of the Registered Exchange
Offer, any Initial Purchaser holds Initial Securities acquired by it as part of
its initial distribution, the Company, simultaneously with the delivery of the
Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such Initial Purchaser upon the written request of such Initial Purchaser,
in exchange (the “Private Exchange”)
for the Initial Securities held by such initial Purchaser, a like principal
amount of debt securities of the Company issued under the Mortgage and
substantially identical in all material respects to the Initial Securities (the
“Private Exchange Securities”).  The Initial Securities, the Exchange
Securities and the Private Exchange Securities are herein collectively called
the “Securities”.


In connection with the Registered Exchange Offer, the
Company shall:


(a)           mail to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal for the exchange of such Holder’s
Initial Securities and related documents;


(b)           keep the Registered Exchange Offer
open for not less than 30 days (or longer, if required by applicable law) after
the date notice thereof is mailed to the Holders;


(c)           utilize the services of a depositary
for the Registered Exchange Offer with an address in the Borough of Manhattan,
The City of New York, which may be the Trustee or an affiliate of the Trustee;


(d)           permit Holders to withdraw tendered
Securities at any time prior to the close of business, New York time, on the
last business day on which the Registered Exchange Offer shall remain open; and



 3
 









(e)           otherwise comply in all material
respects with the requirements of the Securities Act and the rules and
regulations promulgated thereunder to the extent they are applicable to the
Exchange Offer Registration Statement.


As soon as practicable after the close of the
Registered Exchange Offer or the Private Exchange, as the case may be, the
Company shall:


(x)            accept for exchange all the Initial
Securities validly tendered pursuant to the Registered Exchange Offer and the
Private Exchange and not withdrawn prior to the last business day on which the
Registered Exchange Offer shall remain open;


(y)           deliver to the Trustee for
cancellation all the Initial Securities so accepted for exchange; and


(z)            cause the Trustee to authenticate and
deliver promptly to each Holder, of the Initial Securities that were accepted
for exchange, the Exchange Securities or the Private Exchange Securities, as
the case may be, equal in principal amount to the Initial Securities of such
Holder so accepted for exchange.


The Mortgage provides that the Exchange Securities
will not be subject to the transfer restrictions set forth in the Mortgage and
that all the Securities will vote and consent together on all matters as one
class and that none of the Securities will have the right to vote or consent as
a class separate from one another on any matter.


Interest on each Exchange Security and Private
Exchange Security issued pursuant to the Registered Exchange Offer and in the
Private Exchange will accrue from the last interest payment date on which
interest was paid on the Initial Securities surrendered in exchange therefor
or, if no interest has been paid on the Initial Securities, from the date of
original issue of the Initial Securities.


Each Holder participating in the Registered Exchange
Offer shall be required to represent to the company that at the time of the
consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of its business,
(ii) at the time of commencement of the Registered Exchange Offer, such Holder
had no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer,
that it is not engaged in, and does not intend to engage in, the distribution
of the Exchange Securities.  and
(v) if such Holder is a broker-,dealer, that it will receive
Exchange Securities for its own account 



 4
 









in exchange for Initial Securities that were acquired
as a result of market-making activities or other trading activities and
that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  .


Notwithstanding any other provisions hereof, the
Company will ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations thereunder, (ii) any Exchange Offer Registration Statement and
any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


If following the date hereof there has been announced
a change in Commission policy with respect to exchange offers that in the
reasonable opinion of counsel to the Company raises a substantial question as
to whether the Registered Exchange Offer is permitted by applicable federal
law, the Company will seek.  a no-action
letter or other favorable decision from the Commission allowing the Company to
consummate the Registered Exchange Offer. 
The Company will pursue the issuance of such a decision to the
Commission staff level.  In connection
with the foregoing, the Company will take all such other actions as may be
requested by the Commission or otherwise reasonably required in connection with
the issuance of such decision, including without limitation (i) participating
in telephonic conferences with the Commission, (ii) delivering to the
Commission staff an analysis prepared by counsel to the Company setting forth
the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.


2.             Shelf Registration. 
If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect
a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the
Registered Exchange Offer is not consummated within 400 days of the Closing
Date, (iii) any Initial Purchaser so requests in writing with respect to the
Initial Securities (or the Private Exchange Securities) not eligible to be
exchanged for Exchange Securities in the Registered Exchange Offer and held by
it following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange and any such Holder so requests in writing for any reason other than
the failure by such Holder to make a timely and valid tender in accordance with
the Registered Exchange Offer, the Company shall take the following actions
(the date on which any of the conditions 



 5
 









described in the foregoing clauses (i) through (iv)
occur, including in the case of clauses (iii) or (iv) the receipt of the
required notice, being a “Trigger Date”):


(a)           The Company shall as promptly as
practicable prepare and file with the Commission and thereafter use its
reasonable best efforts to cause to be declared effective not later than the
latter to occur of the date that is (i) 150 days after the Trigger Date and
(ii) 365 days after the Closing Date (such 150th or 365th day, as the case may
be, being an applicable “Effectiveness Deadline”),
a registration statement (the “Shelf Registration
Statement” and, together with the Exchange Offer Registration
Statement, a “Registration Statement”) on an
appropriate form under the Securities, Act relating to the offer, and sale of
the Transfer Restricted Securities by the Holders thereof from time to time in
accordance with the methods of distribution set forth in the Shelf Registration
Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that
no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by the Shelf Registration Statement unless such
Holder agrees in writing to be bound by all the provisions of this Agreement
applicable to such Holder.


(b)           The Company shall use its reasonable
best efforts to keep the Shelf Registration Statement continuously effective in
order to permit the prospectus included therein to be lawfully delivered by
the.  Holders of the relevant Securities,
for a period of two years (or for such longer period if extended pursuant to
Section 3(j) below) from the Closing Date or such shorter period that will
terminate when all the Securities covered by the Shelf Registration Statement
(i) have been sold pursuant thereto or (ii) are no longer restricted securities
(as defined in Rule 144 under the Securities Act, or any successor rule
thereof) (such applicable period being called the “Shelf
Registration Period”).


(c)           Notwithstanding’ any other provisions
of this Agreement to the contrary, the Company shall cause the Shelf
Registration Statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration
Statement, amendment or supplement, (i) to comply in all material respects with
the applicable requirements of the Securities Act and the rules and regulations
of the Commission promulgated thereunder and (ii) not to contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.


3.             Registration Procedures. 
In connection with any Shelf Registration Statement contemplated by
Section 2 hereof and, to the extent applicable, any Registered Exchange Offer
contemplated by Section 1 hereof, the following provisions shall apply:


(a)           The Company shall (i) furnish to each
Initial Purchaser, prior to the filing thereof with the Commission, a copy of
the Registration Statement and each amendment 



 6
 









thereof and each supplement, if any, to the prospectus
included therein and, in the event that an Initial Purchaser (with respect to
any portion of an unsold allotment from the original offering of the Initial
Securities) is participating in the Registered Exchange Offer or the Shelf
Registration Statement, the Company shall use its best efforts to reflect in
each such document, when so filed with the Commission, such comments as such
Initial Purchaser reasonably may propose not later than five business days
after delivery ‘of such documents to such Initial Purchaser; (ii) include the
information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange
Offer Procedures” section and the “Purpose of the Exchange Offer” section and
in Annex C hereto in the “Plan of Distribution” section of the prospectus
forming a part of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the letter of transmittal delivered
pursuant to the Registered Exchange Offer; (iii) if requested by an Initial
Purchaser, include the information required by Items 507 or 508, as applicable,
of Regulation S-K under the Securities Act in the prospectus forming a
part of the Exchange Offer Registration Statement; (iv) include within the
prospectus contained in the Exchange Offer Registration Statement a section
entitled “Plan of Distribution,” reasonably acceptable to the Initial
Purchasers, which shall contain a summary statement of the positions taken or
policies made by the staff of the Commission with respect to the potential “underwriter”
status of any broker-dealer that is the beneficial owner (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such
broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been
publicly disseminated by the staff of the Commission or such positions or
policies, in the reasonable judgment of the Initial Purchasers based upon
advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include the names of the Holders who propose to sell
Securities pursuant to the Shelf Registration Statement as selling
securityholders.


(b)           The Company shall give written notice
to the Initial Purchasers, the Holders of the Securities and any Participating
Broker-Dealer from whom the Company has received prior written notice
that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):


(i)            when the Registration Statement or
any amendment thereto has been filed with the Commission and when the
Registration Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;



 7
 









(ii)           of any request by the Commission for
amendments or supplements to the Registration Statement or the prospectus
included therein or for additional information;


(iii)          of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose;


(iv)          of the receipt by the Company or its
legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose of which the Company has
knowledge; and


(v)           of the happening of any event.  that requires the Company to make changes in
the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material
fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the prospectus, in
light of the circumstances under which they were made) not misleading.


(c)           The Company shall make every
reasonable effort to obtain the withdrawal, at the earliest possible time, of
any order suspending the effectiveness of the Registration Statement.


(d)           The Company shill furnish to each
Holder of Securities included within the coverage of the Shelf Registration,
without charge, at least one copy of the Shelf Registration Statement and any
post-effective amendment or supplement thereto, including financial
statements and schedules, and, .if the Holder so requests in writing, all
exhibits thereto (including those, if any, incorporated by reference).  The Company shall not, without the prior
consent of the Initial Purchasers, make any offer relating to the Securities
that would constitute a “free writing prospectus,” as defined in Commission
Rule 405.


(e)           The Company shall deliver to each
Exchanging Dealer and each Initial Purchaser, and to any other Holder who so
requests in writing, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if any Initial Purchaser or
any such Holder requests in writing, all exhibits thereto (including those
incorporated by reference).



 8
 









(f)            The Company shall, during the Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request.  The Company
consents, subject to the provisions of this Agreement, to the use in accordance
with applicable law of the prospectus or any, amendment or supplement thereto
by each of the selling Holders of the Securities in connection with the
offering and sale of the Securities covered by the prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.


(g)           The Company shall deliver to each
Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer
and such other persons required to deliver a prospectus following the
Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any
amendment or supplement thereto as such persons may reasonably request.  The Company consents, subject to the
provisions of this Agreement, to the use in accordance with applicable law of
the prospectus or any amendment or supplement thereto by any Initial Purchaser,
if necessary, any Participating Broker-Dealer and such other persons
required to deliver a prospectus following the Registered Exchange Offer in
connection with the offering and sale of the Exchange Securities covered by the
prospectus, or any amendment or supplement thereto, included in such Exchange
Offer Registration Statement.


(h)           Prior to any public offering of the
Securities pursuant to any Registration Statement, the Company shall cooperate
with the Holders of the Securities included therein and their Special Counsel
(as defined in paragraph (p) below) in connection with the registration or
qualification of the Securities for offer and sale under the securities or “blue
sky” laws of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things
reasonably necessary or advisable to enable the offer and sale in such
jurisdictions of the Securities covered by such Registration Statement; provided,
however, that the Company shall not be required to (i) qualify generally
to do business in any jurisdiction where it is not then so qualified or (ii)
take any action which would subject it to general service of process or to
taxation in any jurisdiction where it is not then so subject.


(i)            The Company shall cooperate with the
Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a
reasonable period of time prior to sales of the Securities pursuant to such
Registration Statement.


(j)            Upon the occurrence of any event
contemplated by paragraphs (ii) through (v) of Section 3(b) above during the
period for which the Company is required to maintain an effective Registration
Statement, ‘the Company shall promptly prepare and 



 9
 









file a post-effective amendment to the
Registration Statement or a supplement to the related prospectus and any other
required document so that, as thereafter delivered to Holders of the Securities
or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to snake the statements therein, in light of the
circumstances under which they were made, not misleading.  If the Company notifies the Initial
Purchasers, the Holders of the Securities and any known Participating Broker-Dealer
in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend
the use of the prospectus until the requisite changes to the prospectus have
been made, then the Initial Purchasers, the Holders of the Securities and any
such Participating Broker-Dealers shall suspend use of such prospectus,
and the period of effectiveness of the Shelf Registration Statement provided
for in Section 2(b) above and the Exchange Offer Registration Statement
provided for.  in Section 1 above shall
each be extended by the number of days from and including the date of the
giving of such notice to and including the date when the Initial Purchasers,
the Holders of the Securities and any known Participating Broker-Dealer
shall have received such amended or supplemented prospectus pursuant to this
Section 3(j).


(k)           Not later than the effective date of
the applicable Registration Statement, the Company will provide a CUSIP number
for the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, and provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange Securities or the Private
Exchange Securities, as the case may be, in a form eligible for deposit with
The Depository Trust Company.


(1)           The Company will use its reasonable
best efforts to comply with all rules and regulations of the Commission to the
extent and so long as they are applicable to the Registered Exchange Offer or
the Shelf Registration and will make generally available to its security
holders (or otherwise provide in accordance with Section 11(a) of the
Securities Act) an earnings statement satisfying the provisions of Section
I1(a) of the Securities.  Act, no later
than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period


(m)          The Company shall use its reasonable
best efforts to cause the Mortgage to be qualified under the Trust Indenture
Act of 1939, as amended, in a timely manner and, in connection therewith,
cooperate with the Trustee under the Mortgage and the Holders of Securities to
effect such changes to the Mortgage as may be required for such qualification.  In the event that such qualification would
require the appointment of a new trustee under the Mortgage, the Company shall
appoint a new trustee thereunder pursuant to the applicable provisions of the
Mortgage.



 10
 









(n)           The Company may, require each Holder
of Securities to be sold pursuant to the Shelf Registration Statement to
furnish to the Company such information regarding the Holder and the
distribution of the Securities as the Company may from time to time reasonably
require for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Securities of any Holder that fails to
furnish such information within a reasonable time after receiving such request.


(o)           The Company shall enter into such
customary agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as any Holder of the
Securities shall reasonably request in order to facilitate the disposition of
the Securities.  pursuant to any Shelf
Registration.


(p)           In connection with the disposition of
Securities pursuant to any Shelf Registration, the Company shall (i) make
available at reasonable times and upon reasonable notice for inspection by a
representative of the Holders of a majority in aggregate principal amount of
the Securities being sold, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney, accountant or
other agent retained by the Holders of the Securities or any such underwriter
all relevant financial and other records, pertinent corporate documents and
properties of the Company and (ii) cause the Company’s officers, directors,
employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of the Securities or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration
Statement, in.  each case, as shall be
reasonably necessary to enable such persons to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall be
coordinated on behalf of the Initial Purchasers by you and on behalf of the
other parties, by one counsel designated by and on behalf of such other parties
as described herein (which counsel shall be Latham & Watkins LLP or another
law firm reasonably acceptable to the Company, such counsel being referred to
herein as the “Special Counsel”); provided,
further, however, that, as a condition to supplying such information,
the Company shall receive an agreement in writing from such Special Counsel and
any other such persons who .participate in the inspection and information
agreeing that any information that is designated in writing by the Company, in
good faith, as confidential at the time of delivery of such information shall
be kept confidential by such Special Counsel and any other such persons
entitled to receive such information pursuant to this paragraph (p) and shall
be used solely for the purpose of exercising rights under this Agreement unless
(w) disclosure of such information is required pursuant to applicable law or by
court or administrative order, (x) disclosure of such information is, in the
reasonable opinion of counsel to the Company, necessary to avoid or correct a
misstatement or omission of a material fact in any Registration Statement,
prospectus or any supplement or post-effective amendment thereto or
disclosure is otherwise requited by law, (y) such information becomes
generally available to the public other than as a result of a disclosure by
such counsel or any other person entitled to receive such information pursuant
to this paragraph (p) in violation of this proviso or (z) such information is
approved for release by the Company in writing, and provided, further,




 11
 









that the Company shall not be required to disclose any
information subject to attorney-client privilege or attorney work product
privilege if and to the extent such disclosure would constitute a waiver of
such privilege.


(q)           In the case of any Shelf
Registration, the Company, if requested by any Holder of Securities covered
thereby, shall cause (i) its counsel to deliver an opinion and updates thereof
relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial
opinion, the effective date of such Shelf Registration Statement (it being
agreed that the matters to be covered by such opinion shall include, without
limitation, the due incorporation and good standing of the Company and its “significant
subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X); the
qualification of the Company and its significant subsidiaries to transact
business as foreign corporations; the due authorization, execution and delivery
of the relevant agreement of the type referred to in Section 3(o) hereof;
the due authorization, execution, authentication and issuance, and the validity
and enforceability, of the applicable Securities; the absence of material legal
or governmental proceedings involving the Company and its significant
subsidiaries; the absence of governmental approvals required to be obtained in
connection with the Shelf Registration Statement, the offering and sale of the
applicable Securities, or any agreement of the type referred to in Section 3(o)
hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Mortgage with the
requirements of the Securities Act and the Trust Indenture Act, respectively;
and, as of the date of the opinion and as of the effective date of the Shelf
Registration Statement or most recent post-effective amendment thereto,
as the case may be, the absence from such Shelf Registration Statement and the prospectus
included therein, as then amended or supplemented, and from any documents
incorporated by reference therein, if applicable, of an untrue statement of a
material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act); (ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by any underwriters of the
applicable Securities; and (iii) its independent public accountants and the
independent public accountants with respect to any other entity, if any; for
which financial information is provided in the Shelf Registration Statement to
provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72.


(r)            In the case of the Registered
Exchange Offer, if requested by any Initial Purchaser or any known
Participating Broker-Dealer, the Company shall cause (i) its counsel to
deliver to such Initial Purchaser or such Participating.  Broker-Dealer a signed opinion in the
form set forth in Sections 6(d) and (e) of the Purchase Agreement with such
changes as are customary in connection with the preparation of a Registration 



 12
 









Statement and (ii) its independent public accountants
and the independent public accountants with respect to any other entity, if
any, for which financial information is provided in the Registration Statement
to deliver to such Initial Purchaser or such Participating Broker-Dealer
comfort letters, in customary forth, meeting the requirements as to the
substance thereof as set forth in Sections 6(a) and (b) of the Purchase
Agreement, with appropriate date changes.


(s)           If a Registered Exchange Offer or a
Private Exchange is to be consummated, upon delivery of the Initial Securities
by Holders to the Company (or to such other Person as directed by the Company)
in exchange for the Exchange Securities or the Private Exchange Securities, as
the case may be, the Company shall mark, or caused to be marked, on the Initial
Securities so exchanged that such Initial Securities are being canceled in
exchange for the Exchange Securities or the Private Exchange Securities, as the
case may be; in no event shall the Initial Securities be marked as paid or
otherwise satisfied.


(t)            The Company will use its reasonable
best efforts to cause the Securities covered by any Registration Statement to
continue to be rated by the rating agencies that initially rated the Securities
during the period that any such Registration Statement is required hereunder to
remain effective (it being acknowledged, however, that the foregoing shall not
be deemed to require the Company to maintain the rating of such Securities at
the rating initially given to the Securities).


(u)           In the event that any broker-dealer
registered under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or “assist
in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers,
Inc. (“NASD”)) thereof, whether as a Holder of
such Securities or as.  an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company will assist such broker-dealer in complying with
the requirements of such Rules, including, without limitation, by (i) if such
Rules, including Rule 2720, shall so require, engaging a “qualified
independent underwriter” (as defined in Rule 2720) to participate -in
the preparation of the Registration Statement relating to such Securities, to
exercise usual standards of due diligence in respect thereto and, if any
portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such information
to such broker-dealer as may be required in order for such broker-dealer
to comply with the requirements of the Rules.


(v)           The Company shall use its reasonable
best efforts to take all other steps necessary to effect the registration of
the Securities covered by a Registration Statement contemplated hereby.


 



 13















(w)          Notwithstanding any other provision
hereof, the Company may postpone or suspend the filing or the effectiveness of
a Registration Statement (or any amendments or supplements thereto) if (i) such
action is required by applicable law or (ii) such action is taken by the
Company in good, faith and for valid business reasons (not including the
avoidance of the Company’s obligations hereunder), including the acquisition or
divestiture of assets, other pending corporate developments, public filings
with the Commission or other similar events, so long as the Company promptly
thereafter complies with the requirements of Section 3(j) hereof, if
applicable.  Notwithstanding the
occurrence of any event referred to in the immediately preceding sentence (each
such occurrence, a “Suspension”),
no such Suspension shall suspend, postpone or in any other manner affect the
running of the; time period after which a Registration Default shall be deemed
to occur and, if the filing or effectiveness of any such Registration Statement
is postponed or suspended as a result of a Suspension, a Registration Default
shall nonetheless exist if all other requirements required for the occurrence
of a Registration Default shall then be satisfied, and the provisions of
Section 6 hereof requiring the accrual and payment of Additional Interest, as
set forth in such Section, on the Securities shall be payable.


4.             Registration Expenses.


(a)           All expenses incident to the Company’s
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;


(i)            all registration and filing fees and
expenses;


(ii)           all fees and expenses of compliance
with federal securities and state “blue sky” or securities laws;


(iii)          all expenses of printing (including
printing certificates for the Securities to be issued in the Registered
Exchange Offer and the Private Exchange and printing of Prospectuses),
messenger and delivery services and telephone;


(iv)          all fees and disbursements of counsel
for the Company; and


(v)           all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such performance).


The Company will bear its
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), the



 14
 









expenses of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Company.


(b)           In connection with any Registration
Statement required by this Agreement, the Company will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities who are tendering
Initial Securities in the Registered Exchange Offer and/or selling or reselling
Securities pursuant to the “Plan of Distribution” contained in the Exchange
Offer Registration Statement or the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of the Special Counsel.


5.             Indemnification.


(a)           The Company agrees to indemnify and
hold harmless each Holder of the Securities, any Participating Broker-Dealer
and each.  person, if any, who controls
such Holder or such Participating Broker-Dealer within the meaning of the
Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer
and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages; liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in
any amendment or supplement thereto or in any preliminary prospectus or “issuer
free writing prospectus”, as defined in Commission Rule 433 (“Issuer FWP”)
relating to a Shelf Registration, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse, as incurred, the indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action in respect thereof;
pro vided, however, that (i) the Company shall not be liable in any such case
to the extent that such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus or Issuer FWP
relating to a Shelf Registration in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by
or on behalf of such Holder specifically for inclusion therein and
(ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection
(a) shall not inure to the benefit of any Holder or Participating Broker-Dealer
from whom the person asserting any such losses, claims, damages or liabilities
purchased the Securities concerned, to the extent that a prospectus relating to
such Securities was required to be delivered (including



 15
 









through satisfaction of the conditions of Commission
Rule 172) by such Holder or Participating Broker-Dealer under the
Securities Act in connection with such purchase and any such loss, claim,
damage or liability of such Holder or Participating Broker-Dealer results
from the fact that there was not conveyed to such person, at or prior to the
time of the sale of such Securities to such person, an amended or supplemented
prospectus (or, if permitted by Section 3(d), an Issuer FWP) correcting such
untrue statement or omission or alleged untrue statement or omission if the
Company had previously furnished copies, thereof to such Holder or
Participating Broker-Dealer; provided  further, however,
that this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Indemnified Party.  The Company shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to
the same extent as provided above with respect to the indemnification of the
Holders of the Securities if requested by such Holders.


(b)           Each Holder of the Securities,
severally and not Jointly, will indemnify and hold harmless the Company and
each ,person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act from and against any losses, claims, damages
or liabilities or any actions in respect thereof, to which the Company or any
such controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein not misleading, but in each case
only to the extent that the untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by
the Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability which such Holder may otherwise have to the Company or any of
its controlling persons.


(c)           Promptly after receipt by an
indemnified party under this Section 5 of notice of the commencement of any
action or proceeding (including a governmental investigation), such indemnified
party will, if a claim.  in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; provided, however,
that the omission so to notify the indemnifying party (i) shall not relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party



 16
 









will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party.(who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof; provided, however,
that the indemnified party shall have the right to employ counsel to represent
the indemnified party and their respective controlling persons who may be
subject to liability arising out of any claim in respect of which indemnity may
be sought by the indemnified party against the indemnifying party under this
Section 5 if the employment of such counsel shall have been authorized in
writing by the indemnifying party in connection with the defense of such
action, if in the written opinion of counsel to either the indemnifying party or
the indemnified party, representation of both parties by the same counsel would
be inappropriate due to actual or likely conflicts of interest between them or
the indemnifying party shall have failed to employ counsel within a reasonable
period of time, and in that event the fees and expenses of one firm of separate
counsel (in addition to the fees and expenses of one firm of local counsel in
each applicable jurisdiction) shall be paid by the indemnifying party.  No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is’ or could
have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release
of such indemnified patty from alt liability on any claims that are the subject
matter of such action, and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.


(d)           If the indemnification provided for
in this Section 5 is unavailable or insufficient to hold harmless an
indemnified party under subsections (a) or (b) above, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party
as a result of the’ losses, claims, damages or liabilities (or actions in
respect thereof) referred to m subsection (a) or (b) above in such proportion
as is appropriate to reflect the relative fault of the indemnifying party or
parties on the one hand.  and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities ‘(or actions in
respect thereof) as well as any other relevant equitable considerations:  The relative fault, of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the one
hand or such Holder or such other indemnified party, as the case may be, on the
other, and the parties’ relative intent; knowledge, access to information and
opportunity to correct or prevent such statement or omission.  The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim



 17
 









which is the subject of this subsection (d).  Notwithstanding any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent. 
misrepresentation.  For purposes
of this paragraph (d); each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as such indemnified party and each person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the Company.


(e)           The agreements contained in this
Section 5 shall survive the sale of the Securities pursuant to a Registration
Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or
on behalf of any indemnified party.


6.             Additional Interest Under
Certain Circumstances.


(a)           Additional interest (the “Additional Interest”) with respect to each Transfer
Restricted Security shall be assessed as follows if either of the following
events occur (each such event in clauses (i) and (ii) below being herein called
an “Registration Default”):


(i)            any Registration Statement required
by this Agreement is not declared effective by the Commission on or prior to
the applicable Effectiveness Deadline; or


(ii)           on and after the applicable
Effectiveness Deadline (plus an additional 30 days in respect of the Exchange
Offer Registration Statement), any Registration Statement required by this
Agreement has been declared effective by the Commission but (A) such
Registration Statement thereafter ceases to be effective or (B) such Registration
Statement or \the related prospectus ceases to be usable in connection with
resales of Transfer Restricted Securities during the periods specified herein
because (1) any event occurs as a result of which the related prospectus
forming part of such Registration Statement would include any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, (2) it shall be necessary to amend such.  Registration Statement or supplement the
related prospectus to comply with the Securities Act



 18
 









or the Exchange Act or the respective rules thereunder
or (3) of a Suspension by the Company in accordance with Section 3(w) hereof.


Each of the foregoing
will constitute a Registration Default whatever the reason for any such event
and whether it is voluntary or involuntary or is beyond the control of the
Company or pursuant to operation of law or as a result of any action or
inaction by the Commission.


Additional Interest shall
accrue on each Transfer Restricted Security over and above the interest set
forth in the title of such Transfer Restricted Security from and including the
date on which any such Registration Default shall occur to but excluding the
date on which all such Registration Defaults have ceased to be continuing, at a
rate of 0.50% per annum (the “Additional Interest Rate”).


(b)           A Registration Default referred to in
Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing
in relation to a Shelf Registration Statement or the related prospectus if (i)
such Registration Default has occurred solely as a result of (x) the filing of
a post-effective amendment to such Shelf Registration Statement to
incorporate annual audited financial information with respect to ‘the Company
where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related prospectus or (y) other
material events with respect to the Company that would need to be described in
such Shelf Registration Statement or the related prospectus and (ii) in the
case of clause (y), the Company is proceeding promptly and in good faith to
amend or supplement such Shelf Registration Statement and related prospectus to
describe such events; provided, however, that in any case if such Registration
Default occurs for a continuous period in excess of 30 days; Additional
Interest shall be payable in accordance with the above paragraph from the date
of such Registration Default until such Registration Default ceases.


(c)           Notwithstanding the foregoing, the
Company shall not be required to pay the Additional Interest required pursuant
to paragraph (a) above to a Holder of Transfer Restricted Securities if the
applicable Registration Default arises by reason of the failure of such Holder
to provide such information as (i) the Company may reasonably request, with
reasonable prior written notice, for use in the Shelf Registration Statement or
any prospectus included therein to the extent the Company reasonably determines
that such information is required to be included therein by applicable law,
(ii) the NASD or the Commission may request in connection with such Shelf
Registration Statement or (iii) is required to comply with the agreements of
such Holder contained in Section 3(a) to the extent compliance thereof is
necessary for the Shelf Registration Statement to be declared effective.



 19
 









(d)           Any amounts of Additional Interest
due pursuant to Section 6(a) will be payable in cash on the regular interest
payment dates with respect to the Securities. 
The amount of Additional Interest will be determined by multiplying the
applicable Additional Interest Rate by the principal amount of the Securities
and further multiplied by a fraction, the numerator of which is the number of
days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year.  comprised of twelve 30-day months), and
the denominator of which is 360.


(e)           “Transfer Restricted Securities”
means each Security until (i) the date on which such Security has been
exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following
the exchange by a broker-dealer in the Registered Exchange Offer of an
Initial Security for an Exchange Security, the date on which such Exchange
Security is sold to a purchaser who receives from such broker-dealer on
or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement; (iii) the date on which such Security
has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (iv) the date on which such
Security is distributed to the public pursuant to Rule 144 under the Securities
Act or is saleable pursuant to Rule 144(k) under the Securities Act.


7.             Rules 144 and 144A. 
The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.


8.             Underwritten Registrations. 
If any of the Transfer Restricted Securities covered by any Shelf
Registration are to be sold in an underwritten offering, subject to the proviso
in Section 3(o) hereof, the investment banker or investment bankers and manager
or managers that will administer the offering (“Managing
Underwriters”) will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Securities to be
included in such offering and will be reasonably acceptable to the Company.


No person may participate in any underwritten
registration hereunder unless such person (i) agrees to sell such person’s
Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.



 20
 









9.             Miscellaneous.


(a)           Remedies.  The Company acknowledges and agrees that any
failure by the Company to comply with its obligations under Section 1 and 2
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s obligations
under Sections 1 and 2 hereof.  The
Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.


(b)           No Inconsistent Agreements.  The Company will not on or after the date of
this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. 
The Company hereby represents .that the rights granted to the Holders
hereunder do not conflict with and are not inconsistent with the rights granted
to the holders of the Company’s securities under any agreement in effect on the
date hereof.


(c)           Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and with the
written consent of the Holders of a majority in principal amount of the
Securities affected by such amendment, modification, supplement, waiver or
consents; provided, however, that, with respect to any matter
that directly or indirectly adversely affects the rights of any Holder of
Transfer Restricted Securities occurring within the period in which any
Registration Statement is effective for such Holder, the Company shall obtain
the written consent of each such Holder against which such amendment,
modification, supplement, waiver, consent or departure is to be effective.  Notwithstanding the foregoing (except of the foregoing
proviso), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of any Holder of
Securities whose Securities are being sold or exchanged pursuant to a
Registration Statement and that does not directly or indirectly adversely
affect the rights of any other Holder of Securities may be given by Holders of
at least a majority in aggregate principal amount of the Securities being sold
or exchanged by such holders pursuant to such Registration Statement; provided,
however, that the provisions of this sentence may not be amended,
modified or supplemented except in accordance with the provisions of the
immediately preceding sentence.  Without
the consent of the Holder of each Security, however, no modification may change
the provisions relating to the payment of Additional Interest.


(d)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, first-class
mail, facsimile transmission, or air courier which guarantees overnight
delivery:



 21
 









(1)           if to a Holder of the Securities, at
the most current address given by such Holder to the Company.


(2)           if to the Initial Purchasers;


Lehman Brothers Inc.


74.5 Seventh Avenue


New York, New York 10019


Fax No.:  (212) 526-0943


Attention:  Debt
Capital Markets, Global Power


and to:


Lehman Brothers Inc.


745 Seventh Avenue


New York, New York 10019


Attention: 
General Counsel


with a copy to:


Greenwich Capital
Markets, Inc.


101 Park Avenue


New York, New York 10178


Fax No.:  (212) 401-3456


Attention:  Paul
Stevelman


and with a copy to:.


Latham & Watkins LLP


885 Third Avenue, Suite
1000


New York, New York 10022-4802


Fax No.:  (212) 751-4864


Attention: 
Jonathan R. Rod


(3)           if
to the Company, at its address as follows:


PacifiCorp


825 NE Multnomah, 18th
Floor


Portland, OR 97232.


Attention: 
Legal Department


with a copy to:


Perkins Coie LLP


1120 N.W. Couch Street,
Tenth Floor


Portland, OR 97209-4128



 22
 









Fax No.:  (503) 727-2222


Attention: 
Michael C. Hall


All such notices and
communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; three business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile
machine operator, if sent by facsimile transmission; and on the day delivered,
if sent by overnight air courier guaranteeing. 
next day delivery.


(e)           Third Party Beneficiaries.  The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.


(f)            Successors and Assigns.  This Agreement shall be binding upon the
Company and its successors and assigns.


(g)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in, separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


(h)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


(i)            Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.


(j)            Severability.  If any one or more of the provisions
contained herein, or the application hereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.


(k)           Securities Held by the
Company.  Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by the Company or its affiliates
(other than subsequent Holders of Securities if such subsequent Holders are
deemed to be affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.



 23
 









(1)           Submission to Jurisdiction.  Each of the parties hereto hereby submits to
the exclusive jurisdiction of the Federal and State Courts of the Borough of
Manhattan in the City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.



 24
 









If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers and the
Company in accordance with its terms.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PACIFICORP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard D. Peach

  
	
   

  	
   

  	
  Name: Richard D.
  Peach

  
	
   

  	
   

  	
  Title:   Chief Financial Officer

  



 


The foregoing Registration 

Rights Agreement is hereby confirmed 

and accepted as of the date 

first above written.


Lehman Brothers Inc. 


Greenwich Capital Markets, Inc.
   as Representatives of the several
Initial Purchasers


	
  LEHMAN BROTHERS INC

  
	
   

  
	
  By:

  	
  /s/ Martin
  Goldberg

  	
   

  
	
   

  	
  Name: Martin Goldberg

  	
   

  
	
   

  	
  Title:   Senior Vice President

  	
   

  
	
   

  
	
  GREENWICH CAPITAL MARKETS, INC.

  
	
   

  
	
  By:

  	
  /s/ John McCabe

  	
   

  
	
   

  	
  Name: John McCabe

  
	
   

  	
  Title:   Senior Vice President

  



 



 25
 









ANNEX A


Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities.  The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an “underwriter” within the meaning of
the Securities Act.  This Prospectus, as
it may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities.  The Company has agreed that,
for a period of 120 days after the Expiration Date (as defined herein), it will
make this Prospectus available to any broker-dealer for use in connection
with any such resale.  See “Plan of
Distribution.”



 26
 









ANNEX B


Each broker-dealer that receives Exchange
Securities for its own account in exchange for Initial Securities, where such
Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities.  See “Plan of
Distribution.”



 27
 









ANNEX C


PLAN OF DISTRIBUTION


Each broker-dealer that receives Exchange
Securities for its own account pursuant to the Exchange Offer must acknowledge
that it will deliver a prospectus in connection with any resale of such
Exchange Securities.  This Prospectus, as
it may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities.  The Company has agreed that, for a period of
120 days after the Expiration Date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with
any such resale.  In addition, until
                    ,
200  , all dealers effecting transactions in the Exchange Securities
may be required to deliver a prospectus.”)(1)


The Company will not receive any proceeds from any
sale of- Exchange.  Securities by
broker-dealers.  Exchange
Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through
the writing of options on the Exchange Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. 
Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any
broker or dealer that participates in a distribution of such Exchange Securities
may be deemed to be an “underwriter” within the meaning of the Securities Act
and any profit on any such resale of Exchange Securities and any commission of
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. 
The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.


For a period of 120 days after the Expiration Date the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that
requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under
the Securities Act.






(1) In addition, the legend required by Item
502(a) of Regulation S-K will appear on the inside front cover page of the
Exchange Offer prospectus below the Table of Contents.



 28
 









ANNEX D


o
CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL SECURITIES
FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND
10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


o
CHECK HERE IF YOU ARE NOT SUCH A BROKER-DEALER.  BUT ARE. 
A QUALIFIED INSTITUTIONAL BUYER OR OTHERWISE RECEIVED THE INITIAL
SECURITIES IN A TRANSACTION OR SERIES OF TRANSACTIONS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  



 


If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Securities.  If
the undersigned is a broker-dealer that will receive Exchange Securities
for its own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.


 



 29