Exhibit (4f.)
OFFICERS' CERTIFICATE
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(Under Sections 201 and 301 of the Indenture
referred to herein of Northwest Natural
Gas Company)
Pursuant to Sections 201 and 301 of the Indenture,
dated as of June 1, 1991 (the "Indenture"), from Northwest
Natural Gas Company (the "Company") to Bankers Trust Company, as
trustee (the "Trustee"), and pursuant to the resolutions of the
Company's Board of Directors, dated May 27, 1993 (the "Board
Resolutions"), we, Bruce R. DeBolt and C. J. Rue, the Senior Vice
President and Secretary, respectively, of the Company, do hereby
certify that:
1. Unless otherwise provided in a subsequent
Officers' Certificate under Sections 201 and 301 of the
Indenture, the Company's Unsecured Medium-Term Notes, Series B
(the "Notes"), heretofore established by the Board Resolutions,
shall, in the case of Notes bearing interest at a fixed rate, be
in substantially the form set forth in Exhibit 1 hereto, and in
the case of Notes bearing interest at a variable rate or not
bearing interest, be in substantially the form or forms set forth
in a Company Order or Orders or in the form or forms established
by procedures, acceptable to the Trustee, specified in a Company
Order or Orders, and shall have the following title, terms and
characteristics (the lettered clauses set forth below
corresponding to the lettered subsections of Section 301 of the
Indenture, with terms used and not defined herein having the
meanings specified in the Indenture):
(a) the title of the Securities of such series
shall be "Unsecured Medium-Term Notes, Series B";
(b) not applicable;
(c) the Notes shall be subject to Periodic
Offering;
(d) the date or dates on which the principal of
the Notes shall be payable shall be determined by the officers of
the Company and communicated to the Trustee by a Company Order or
Orders or determined by the officers of the Company or by its
agents and communicated to the Trustee in accordance with
procedures, acceptable to the Trustee, specified in a Company
Order or Orders (both of such methods of determination being
hereinafter referred to as "determined pursuant to Company
Order");
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(e) (i) the rate or rates, if any, at which the
Notes, or any Tranche thereof, shall bear interest, or the method
or methods by which such rate or rates shall be determined, shall
be determined pursuant to Company Order; (ii) interest, if any,
shall accrue on each Note, (A) unless otherwise determined
pursuant to Company Order, from the date of its original issue,
or (B) from the last date to which interest has been paid or duly
provided for; (iii) if interest at a fixed rate shall be payable
on the Notes, or any Tranche thereof, the Interest Payment Dates
for such Notes, unless otherwise determined pursuant to Company
Order, shall be June 1, and December 1, and the Regular Record
Dates with respect thereto shall be May 15 and November 15,
respectively; (iv) if interest at variable rates shall be payable
on the Notes, or any Tranche thereof, the Interest Payment Dates
and Regular Record Dates with respect thereto shall be determined
pursuant to Company Order; and (v) unless otherwise determined
pursuant to Company Order, all interest payments (other than
interest payable on the Interest Payment Date which coincides
with the Stated Maturity of the final payment of principal of any
Note or upon redemption) will be made by check mailed to the
person entitled thereto as provided in Section 307 of the
Indenture; provided, however, that for so long as the Notes shall
be held by a depository (or its nominee) for purposes of a book-
entry system of payments and transfers, payment of principal of,
and premium, if any, and interest on, the Notes may be made by
wire transfer or such other means as shall be specified in an
instrument executed on behalf of the Company and such depository
and accepted by the Trustee;
(f) not applicable;
(g) the Notes, or any Tranche thereof, shall be
redeemable at the option of the Company as determined pursuant to
Company Order;
(h) the Notes, or any Tranche thereof, shall be
subject to redemption pursuant to a sinking fund or analogous
device, or to purchase at the option of a Holder thereof, as
determined pursuant to Company Order;
(i) not applicable;
(j) not applicable;
(k) not applicable;
(l) any additional Events of Default with respect
to, and any additional covenants of the Company for the benefit
of the Holders of, the Notes, or any Tranche thereof, will be
determined pursuant to Company Order;
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(m) not applicable;
(n) not applicable;
(o) not applicable;
(p) any exceptions to Section 113 of the
Indenture, or variations in the definition of Business Day in the
Indenture, with respect to the Notes, or Tranche thereof, will be
determined pursuant to Company Order;
(q) the terms, if any, required to permit the
Notes, or any Tranche thereof, to be registered pursuant to a
non-certificated system of registration will be determined
pursuant to Company Order; and
(r) the Notes, or any Tranche thereof, shall have
such further terms as are (i) set forth in the form of Note
attached hereto as Exhibit 1, if interest at a fixed rate shall
be payable on any Tranche of the Notes, or as shall be set forth
in any form of Note of any Tranche which is established by a
Company Order or Orders or by procedures, acceptable to the
Trustee, specified in a Company Order or Orders, and (ii) not
inconsistent with the provisions of the Indenture, as shall be
determined pursuant to Company Order.
2. Pursuant to Section 301 of the Indenture, the
terms of any Tranche of the Notes, to the extent not established
in the Indenture, by an indenture supplemental to the Indenture,
in the Board Resolutions or herein, shall be determined by the
officers of the Company and communicated to the Trustee by a
Company Order or Orders substantially in the form attached hereto
as Exhibit 2, or determined by an officer of officers of the
Company or its agent or agents and communicated to the Trustee in
accordance with procedures, acceptable to the Trustee, specified
in such Company Order or Orders.
3. The officers and agents of the Company who,
initially, are authorized, from time-to-time, to execute and
deliver Company Orders and to carry out procedures specified
therein are listed on the Incumbency Certificate, dated the date
hereof, attached hereto as Exhibit 3.
4. The Opinion of Counsel, of even date herewith,
complying with Section 303 of the Indenture, is attached hereto
as Exhibit 4.
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IN WITNESS WHEREOF, we have hereunto signed our names this
18th day of June, 1993.
/s/
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Senior Vice President
/s/
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Secretary
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