ORDER NO. 97-143

ENTERED APR 11 1997

This is an electronic copy.

BEFORE THE PUBLIC UTILITY COMMISSION

OF OREGON

UF 4151

DISPOSITION: AUTHORIZATION GRANTED BY ORDER NO. 97-117 CLARIFIED

On February 18, 1997, PacifiCorp (Company) filed an application pursuant to ORS 757.415, 757.440, and OAR 860-027-0030, requesting authority to issue and sell not more than $135,000,000 of its subordinated debt, and to guarantee preferred stock issued by a Special Purpose Entity. At its public meeting on March 18, 1997, the Commission adopted Staff’s recommendation. On March 25, 1997, the Commission issued Order No. 97-117 approving the application with reporting requirements.

On April 3, 1997, Pacificorp filed a letter requesting clarification of the authorization granted by the Commission in Order No. 97-117.

ORDER

IT IS ORDERED that the ordering paragraphs of Order No. 97-117 are amended to read:

1. The application of PacifiCorp for authority to issue, from time to time, its subordinated debt to a special purpose entity in support of preferred securities of the special purpose entity having an aggregate preference on involuntary liquidation of not to exceed $135,000,000 is approved.

2. The application of PacifiCorp for authority to issue and sell or exchange, from time to time, its fixed or floating rate subordinated debt directly to or with investors in an aggregate principal amount not to exceed $135,000,000 is approved.

3. PacifiCorp may exercise the separate authorities granted above or both of such authorities provided that the aggregate principal amount of any subordinated debt issued by PacifiCorp not exceed $135,000,000.

4. PacifiCorp may contribute or sell additional subordinated debt to a special purpose entity in an amount based on the common securities of the special purpose entity and may also enter into guarantee and expense payment agreements, in each case substantially as described in the Company’s application.

5. The authorizations granted herein are valid as long as Pacificorp’s senior secured debt has investment grade ratings (no lower than BBB- or equivalent) from at least two nationally recognized rating agencies.

6. PacifiCorp shall file, as soon as available and on an annual basis:

The Report of Securities Issued.

Disposition of net proceeds statements.

Made, entered, and effective ________________________.

A party may request rehearing or reconsideration of this order pursuant to ORS 756.561. A request for rehearing or reconsideration must be filed with the Commission within 60 days of the date of service of this order. The request must comply with the requirements of OAR 860-014-0095. A copy of any such request must also be served on each party to the proceeding as provided by OAR 860-013-0070. A party may appeal this order pursuant to ORS 756.580.