PORTLAND GENERAL ELECTRIC COMPANY
TO
MARINE MIDLAND BANK
(FORMERLY THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
Trustee.
Forty-fourth Supplemental Indenture
Dated August 1, 1994
First Mortgage Bonds,
Medium Term Note Series III
Supplemental to Indenture of Mortgage and Deed of Trust,
dated July 1, 1945 of Portland General Electric Company.
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FORTY-FOURTH SUPPLEMENTAL INDENTURE, dated August 1, 1994,
made by and between Portland General Electric Company, an Oregon
corporation (hereinafter called the "Company"), party of the
first part, and Marine Midland Bank (formerly The Marine Midland
Trust Company of New York), a New York banking corporation and
trust company (hereinafter called the "Trustee"), party of the
second part.
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage and Deed of Trust (herein sometimes
referred to as the "Original Indenture"), dated July 1, 1945, to
the Trustee to secure an issue of First Mortgage Bonds of the
Company; and
WHEREAS, Bonds in the aggregate principal amount of $34,000,000
have heretofore been issued under and in accordance with the
terms of the Original Indenture as Bonds of an initial series
designated "First Mortgage Bonds, 3-1/8% Series due 1975" (herein
sometimes referred to as the "Bonds of the 1975 Series"); and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee several supplemental indentures which provided, among
other things, for the creation or issuance of several new series
of First Mortgage Bonds under the terms of the Original Indenture
as follows:
Supplemental Principal
Indenture Dated Series Amount
First 11-1-47 3 1/2% Series due 1977 $ 6,000,000(1)
Second 11-1-48 3 1/2% Series due 1977 4,000,000(1)
Third 5-1-52 3 1/2% Second Series due 1977 4,000,000(1)
Fourth 11-1-53 4-1/8% Series due 1983 8,000,000(2)
Fifth 11-1-54 3-3/8% Series due 1984 12,000,000(1)
Sixth 9-1-56 4-1/4% Series due 1986 16,000,000(1)
Seventh 6-1-57 4-7/8% Series due 1987 10,000,000(1)
Eighth 12-1-57 5-1/2% Series due 1987 15,000,000(3)
Ninth 6-1-60 5-1/4% Series due 1990 15,000,000(1)
Tenth 11-1-61 5-1/8% Series due 1991 12,000,000(1)
Eleventh 2-1-63 4-5/8% Series due 1993 15,000,000(1)
Twelfth 6-1-63 4-3/4% Series due 1993 18,000,000(1)
Thirteenth 4-1-64 4-3/4% Series due 1994 18,000,000(1)
Fourteenth 3-1-65 4.70% Series due 1995 14,000,000
Fifteenth 6-1-66 5-7/8% Series due 1996 12,000,000
Sixteenth 10-1-67 6.60% Series due October 1, 1997 24,000,000
Seventeenth 4-1-70 8-3/4% Series due April 1, 1977 20,000,000(1)
Eighteenth 11-1-70 9-7/8% Series due November 1, 2000 20,000,000(4)
Nineteenth 11-1-71 8% Series due November 1, 2001 20,000,000(4)
Twentieth 11-1-72 7-3/4% Series due November 1, 2002 20,000,000
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Supplemental Principal
Indenture Dated Series Amount
Twenty-first 4-1-73 7.95% Series due April 1, 2003 $ 35,000,000
Twenty-second 10-1-73 8-3/4% Series due October 1, 2003 17,000,000(4)
Twenty-third 12-1-74 10-1/2% Series due December 1, 1980 40,000,000(1)
Twenty-fourth 4-1-75 10% Series due April 1, 1982 40,000,000(1)
Twenty-fifth 6-1-75 9-7/8% Series due June 1, 1985 27,000,000(1)
Twenty-sixth 12-1-75 11-5/8% Series due December 1, 2005 50,000,000(4)
Twenty-seventh 4-1-76 9-1/2% Series due April 1, 2006 50,000,000(4)
Twenty-eighth 9-1-76 9-3/4% Series due September 1, 1996 62,500,000(4)
Twenty-ninth 6-1-77 8-3/4% Series due June 1, 2007 50,000,000(4)
Thirtieth 10-1-78 9.40% Series due January 1, 1999 25,000,000(4)
Thirty-first 11-1-78 9.80% Series due November 1, 1998 50,000,000(4)
Thirty-second 2-1-80 13-1/4% Series due February 1, 2000 55,000,000(4)
Thirty-third 8-1-80 13-7/8% Series due August 1, 2010 75,000,000(4)
Thirty-sixth 10-1-82 13-1/2% Series due October 1, 2012 75,000,000(4)
Thirty-seventh 11-15-84 11-5/8% Extendable Series A due
November 15, 1999 75,000,000(4)
Thirty-eighth 6-1-85 10-3/4% Series due June 1, 1995 60,000,000(4)
Thirty-ninth 3-1-86 9-5/8% Series due March 1, 2016 100,000,000(4)
Fortieth 10-1-90 Medium Term Note Series 200,000,000
Forty-first 12-1-91 Medium Term Note Series I 150,000,000
Forty-second 4-1-93 7-3/4% Series due April 15, 2023 150,000,000
Forty-third 7-1-93 Medium Term Note Series II 75,000,000
(1) Paid in full at maturity.
(2) This entire issue of Bonds was redeemed out of proceeds from
the sale of First Mortgage Bonds, 3-3/8% Series due 1984.
(3) This entire issue of Bonds was redeemed out of proceeds from
the sale of First Mortgage Bonds, 4-5/8% Series due 1993.
(4) Redeemed in full prior to maturity.
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which bonds are sometimes referred to herein as the "Bonds of the
1977 Series", "Bonds of the 1977 Second Series", "Bonds of the
1983 Series", "Bonds of the 1984 Series", "Bonds of the 1986
Series", "Bonds of the 4-7/8% Series due 1987", "Bonds of the 5-1/2%
Series due 1987", "Bonds of the 1990 Series", "Bonds of the
1991 Series", "Bonds of the 4-5/8% Series due 1993", "Bonds of
the 4-3/4% Series due 1993", "Bonds of the 1994 Series", "Bonds
of the 1995 Series", "Bonds of the 1996 Series", "Bonds of the
1997 Series", "Bonds of the 1977 Third Series", "Bonds of the
2000 Series", "Bonds of the 2001 Series", "Bonds of the 2002
Series", "Bonds of the 2003 Series", "Bonds of the 2003 Second
Series", "Bonds of the 1980 Series", "Bonds of the 1982 Series",
"Bonds of the 1985 Series", "Bonds of the 2005 Series", "Bonds of
the 2006 Series", "Bonds of the 1996 Second Series", "Bonds of
the 2007 Series", "Bonds of the 1999 Series", "Bonds of the 1998
Series", "Bonds of the 2000 Second Series", "Bonds of the 2010
Series", "Bonds of the 2012 Series", "Bonds of the Extendable
Series A", "Bonds of the 1995 Second Series", "Bonds of the 2016
Series", "Bonds of the Medium Term Note Series", "Bonds of the
Medium Term Note Series I", "Bonds of the 2023 Series", and
"Bonds of the Medium Term Note Series II", respectively; and
WHEREAS, the Original Indenture provides that the Company and
the Trustee, subject to the conditions and restrictions in the
Original Indenture contained, may enter into an indenture or
indentures supplemental thereto, which shall thereafter form a
part of said Original Indenture, among other things, to mortgage,
pledge, convey, transfer or assign to the Trustee and to subject
to the lien of the Original Indenture with the same force and
effect as though included in the granting clauses thereof,
additional properties acquired by the Company after the execution
and delivery of the Original Indenture, and to provide for the
creation of any series of Bonds (other than the Bonds of the 1975
Series), designating the series to be created and specifying the
form and provisions of the Bonds of such series as therein
provided or permitted, and to provide a sinking, amortization,
replacement or other analogous fund for the benefit of all or any
of the Bonds of any one or more series, of such character and of
such amount, and upon such terms and conditions as shall be
contained in such supplemental indenture; and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee the Fortieth Supplemental Indenture and the Forty-
first Supplemental Indenture amending in certain respects the
Original Indenture, as theretofore supplemented (such Original
Indenture as so amended hereinafter referred to as the "Original
Indenture"); and
WHEREAS, the Company desires to provide for the creation of a
new
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series of bonds to be known as "First Mortgage Bonds, Medium Term
Note Series III" (sometimes herein referred to as the "Bonds of
the Medium Term Note Series III"), and to specify the form and
provisions of the Bonds of such series, and to mortgage, pledge,
convey, transfer or assign to the Trustee and to subject to the
lien of the Original Indenture certain additional properties
acquired by the Company since the execution and delivery of the
Original Indenture; and
WHEREAS, the Company intends at this time and from time to
time to issue an aggregate principal amount of Bonds of the
Medium Term Note Series III not to exceed $75,000,000 under and
in accordance with the terms of the Original Indenture and the
supplemental indentures above referred to; and
WHEREAS, the Bonds of the Medium Term Note Series III and the
Trustee's authentication certificate to be executed on the Bonds
of the Medium Term Note Series III are to be substantially in the
following forms, respectively:
(Form of Bond of the Medium Term Note Series III)
[Face of Bond]
Registered Registered
No. $
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, MEDIUM TERM NOTE SERIES III
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
%
INTEREST PAYMENT INTEREST PAYMENT INITIAL REGULAR
DATES: PERIOD: REDEMPTION DATE:
INITIAL REGULAR ANNUAL REGULAR OPTIONAL REPAYMENT
REDEMPTION PERCENTAGE: REDEMPTION PERCENTAGE DATE(S):
REDUCTION:
Portland General Electric Company, an Oregon corporation
(hereinafter sometimes called the "Company"), for value received,
hereby promises to pay to ........................................,
or registered assigns, ............................................
Dollars on the Maturity Date specified above (except to the
extent redeemed or repaid prior to the Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid
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or duly made available for payment, monthly, quarterly,
semiannually or annually, as specified above as the Interest
Payment Period, and on the Interest Payment Dates specified
above, in each year commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, unless
the Original Issue Date occurs between a Regular Record Date, as
defined below, and the next succeeding Interest Payment Date, in
which case commencing on the second Interest Payment Date
succeeding the Original Issue Date, to the registered holder of
this bond on the Regular Record Date with respect to such
Interest Payment Date, and on the Maturity Date shown above (or
any Redemption Date as described on the reverse hereof or any
Optional Repayment Date specified above). Interest on this bond
will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for or, if no interest
has been paid, from the Original Issue Date specified above,
until the principal hereof has been paid or duly made available
for payment. If the Maturity Date (or any Redemption Date or any
Optional Repayment Date) or an Interest Payment Date falls on a
day which is not a Business Day as defined below, principal or
interest payable with respect to such Maturity Date (or
Redemption Date or Optional Repayment Date) or Interest Payment
Date will be paid on the next succeeding Business Day with the
same force and effect as if made on such Maturity Date (or
Redemption Date or Optional Repayment Date) or Interest Payment
Date, as the case may be, and no interest shall accrue for the
period from and after such Maturity Date (or Redemption Date or
Optional Repayment Date) or Interest Payment Date. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions, be
paid to the person in whose name this bond (or one or more
predecessor bonds) is registered at the close of business on the
fifteenth day (whether or not a Business Day) next preceding such
Interest Payment Date (the "Regular Record Date"); provided,
however, that interest payable on the Maturity Date (or any
Redemption Date or any Optional Repayment Date) will be payable
to the person to whom the principal hereof shall be payable.
Should the Company default in the payment of interest ("Defaulted
Interest"), the Defaulted Interest shall be paid to the person in
whose name this bond (or one or more predecessor bonds) is
registered on a subsequent record date fixed by the Company,
which subsequent record date shall be fifteen (15) days prior to
the payment of such Defaulted Interest. As used herein,
"Business Day" means any day, other than a Saturday or Sunday, on
which banks in The City of New York are not required or
authorized by law to close.
Payment of the principal of and interest on this bond will be
made in immediately available funds at the office or agency of
the Company maintained for that purpose in the Borough of
Manhattan, The City of New
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York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest on any
Interest Payment Date other than the Maturity Date (or any
Redemption Date or any Optional Repayment Date) may be made at
the option of the Company by check mailed to the address of the
person entitled thereto as such address shall appear in the bond
register of the Company. A person holding $10,000,000 or more in
aggregate principal amount of bonds having the same Interest
Payment Date (whether having identical or different terms and
provisions) will be entitled to receive payments of interest by
wire transfer of immediately available funds if appropriate
written wire transfer instructions have been received by the
Trustee not less than sixteen days prior to the applicable
Interest Payment Date.
Reference is hereby made to the further provisions of this
bond set forth on the reverse hereof, and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
This bond shall not become or be valid or obligatory for any
purpose until the authentication certificate hereon shall have
been signed by the Trustee.
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IN WITNESS WHEREOF, PORTLAND GENERAL ELECTRIC COMPANY has
caused this instrument to be executed manually or in facsimile by
its duly authorized officers and has caused a facsimile of its
corporate seal to be imprinted hereon.
Dated ..................
PORTLAND GENERAL ELECTRIC COMPANY,
By: ..............................
[Title]
Attest: ...................................
Secretary.
(Form of Trustee's Authentication Certificate for
Bonds of the Medium Term Note Series III)
This is one of the bonds, of the series designated herein,
described in the within-mentioned Indenture.
MARINE MIDLAND BANK, AS TRUSTEE,
By:.................................
Authorized Officer
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[Reverse of Bond]
This bond is one of the bonds, of a series designated as
Medium Term Note Series III of an authorized issue of bonds of
the Company, known as First Mortgage Bonds, not limited as to
maximum aggregate principal amount, all issued or issuable in one
or more series under and equally secured (except insofar as any
sinking fund, replacement fund or other fund established in
accordance with the provisions of the Indenture hereinafter
mentioned may afford additional security for the bonds of any
specific series) by an Indenture of Mortgage and Deed of Trust
dated July 1, 1945, duly executed and delivered by the Company to
The Marine Midland Trust Company of New York (now Marine Midland
Bank), as Trustee, as supplemented and modified by forty-four
supplemental indentures (such Indenture of Mortgage and Deed of
Trust as so supplemented and modified being hereinafter called
the "Indenture"), to which Indenture and all indentures
supplemental thereto, reference is hereby made for a description
of the property mortgaged and pledged as security for said bonds,
the nature and extent of the security, and the rights, duties and
immunities thereunder of the Trustee, the rights of the holders
of said bonds and of the Trustee and of the Company in respect of
such security, and the terms upon which said bonds may be issued
thereunder.
This bond will not be subject to any sinking fund.
This bond may be subject to repayment at the option of the
holder on the Optional Repayment Date(s), if any, indicated on
the face hereof. If no Optional Repayment Dates are set forth on
the face hereof, this bond may not be so repaid at the option of
the holder hereof prior to maturity. On any Optional Repayment
Date this bond shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $100,000) at the option of the holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the date
of repayment. For this bond to be repaid in whole or in part at
the option of the holder hereof, this bond must be received, with
the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at 140 Broadway, New York, New York
10005-1180, or such address which the Company shall from time to
time notify the holders of the bonds, not more than 60 nor less
than 20 days prior to an Optional Repayment Date. Exercise of
such repayment option by the holder hereof shall be irrevocable.
This bond may be redeemed by the Company on any date on and
after the Initial Regular Redemption Date, if any, indicated on
the face hereof. If no Initial Regular Redemption Date is set
forth on the face hereof, this
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bond may not be redeemed prior to maturity, except as provided in
the second succeeding paragraph. On and after the Initial Regu-
lar Redemption Date, if any, this bond may be redeemed at any
time in whole or from time to time in part in increments of
$1,000 (provided that any remaining principal hereof shall be at
least $100,000) at the option of the Company at the applicable
Regular Redemption Price (as defined below) together with
interest thereon payable to the date of such redemption, on
notice given not more than 90 nor less than 30 days prior to such
date. Any date on which Bonds are to be redeemed is herein
called a "Redemption Date".
The "Regular Redemption Price" shall initially be the Initial
Regular Redemption Percentage, shown on the face hereof, of the
principal amount of this bond to be redeemed and shall decline at
each anniversary of the Initial Regular Redemption Date, shown on
the face hereof, by the Annual Regular Redemption Percentage
Reduction, if any, shown on the face hereof, of the principal
amount to be redeemed until the Regular Redemption Price is 100%
of such principal amount.
The Bonds may be redeemed prior to maturity as a whole at any
time or in part from time to time (in increments as specified in
the second preceding paragraph) in the instances provided in the
Indenture by the application of proceeds of the sale or
disposition substantially as an entirety of the Company's
electric properties at Portland, Oregon, upon payment of the
principal amount thereof, together with interest accrued to the
date of such redemption, on notice given as provided in such
second preceding paragraph.
Interest payments on this bond will include interest accrued
to but excluding the Interest Payment Date or the Maturity Date,
as the case may be. Interest payments for this bond will be
computed and paid on the basis of a 360-day year of twelve 30-day
months.
If this bond or any portion thereof ($1,000 or an integral
multiple thereof) is duly called for redemption and payment duly
provided for as specified in the Indenture, this bond or such
portion thereof shall cease to be entitled to the lien of the
Indenture from and after the date payment is so provided for and
shall cease to bear interest from and after the redemption date
fixed for such redemption.
In the event of the selection for redemption of a portion only
of the principal of this bond, payment of the redemption price
will be made only upon surrender of this bond in exchange for a
bond or bonds (but only of authorized denominations) for the
unredeemed balance of the principal amount of this bond.
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The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than
seventy-five per cent in principal amount of the bonds (exclusive
of bonds disqualified by reason of the Company's interest
therein) at the time outstanding, including, if more than one
series of bonds shall be at the time outstanding, not less than
sixty per cent in principal amount of each series affected, to
effect, by an indenture supplemental to the Indenture,
modifications or alterations of the Indenture and of the rights
and obligations of the Company and of the holders of the bonds
and coupons; provided, however, that no such modification or
alteration shall be made without the written approval or consent
of the holder hereof which will (a) extend the maturity of this
bond or reduce the rate or extend the time of payment of interest
hereon or reduce the amount of the principal hereof or reduce any
premium payable on the redemption hereof, (b) permit the creation
of any lien, not otherwise permitted, prior to or on a parity
with the lien of the Indenture, or (c) reduce the percentage of
the principal amount of the bonds upon the approval or consent of
the holders of which modifications or alterations may be made as
aforesaid.
This bond is transferable by the registered owner hereof in
person or by his attorney duly authorized in writing, at the
corporate trust office of the Trustee in the Borough of
Manhattan, City and State of New York, upon surrender of this
bond for cancellation and upon payment of any taxes or other
governmental charges payable upon such transfer, and thereupon a
new registered bond or bonds of the same series and of a like
aggregate principal amount will be issued to the transferee or
transferees in exchange therefor.
The Company, the Trustee and any paying agent may deem and
treat the person in whose name this bond is registered as the
absolute owner hereof for the purpose of receiving payments of or
an account of the principal hereof and interest due hereon, and
for all other purposes, whether or not this bond shall be
overdue, and neither the Company, the Trustee nor any paying
agent shall be affected by any notice to the contrary.
Bonds of this series are issuable only in fully registered
form without coupons in denominations of $100,000 or integral
multiples of $1,000 in excess thereof. The registered owner of
this bond at his option may surrender the same for cancellation
at said office of the Trustee and receive in exchange therefor
the same aggregate principal amount of registered bonds of the
same series and with the same terms and provisions, including the
same issue date, maturity date, and redemption provisions, if
any, and which bear interest at the same rate, but of other
authorized denominations, upon payment of any taxes or other
governmental charges payable upon
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such exchange and subject to the terms and conditions set forth
in the Indenture.
If an event of default as defined in the Indenture shall
occur, the principal of this bond may become or be declared due
and payable before maturity in the manner and with the effect
provided in the Indenture. The holders, however, of certain
specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of
particular series, may in the cases, to the extent and as
provided in the Indenture, waive certain defaults thereunder and
the consequences of such defaults.
No recourse shall be had for the payment of the principal of
or the interest on this bond, or for any claim based hereon, or
otherwise in respect hereof or of the Indenture, against any
incorporator, shareholder, director or officer, past, present or
future, as such, of the Company or of any predecessor or
successor corporation, either directly or through the Company or
such predecessor or successor corporation, under any constitution
or statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability of
incorporators, shareholders, directors and officers, as such,
being waived and released by the holder and owner hereof by the
acceptance of this bond and as provided in the Indenture.
The Indenture provides that this bond shall be deemed to be a
contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with and governed
by the laws of said State.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this bond (or portion hereof specified
below) pursuant to its terms at a price equal to the principal
amount hereof together with interest to the repayment date, to
the undersigned, at...........................
.................................................................
..........................
(Please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 140
Broadway, New York, New York 10005-1180, or at such other place
or places of which the Company shall from time to time notify the
holder of this bond, not more than 60 nor less than 20 days prior
to an Optional Repayment Date, if any, shown on the face of this
bond, this bond with this "Option to Elect Repayment" form duly
completed.
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If less than the entire principal amount of this bond is to be
repaid, specify the portion hereof (which shall be in increments
of $ 1,000) which the holder elects to have repaid and specify
the denomination or denominations (which shall be $100,000 or an
integral multiple of $1,000 in excess of $100,000) of the bonds
to be issued to the holder for the portion of this bond not being
repaid (in the absence of any such specification, one such bond
will be issued for the portion not being repaid).
$........................ ..........................................
NOTICE: The signature on this Option to
Date..................... Elect Repayment must correspond with the
name as written upon the face of this bond
in every particular, without alteration
or enlargement or any change whatever.
(End of Form of Bond of the Medium Term Note Series III)
and
WHEREAS, all acts and proceedings required by law and by the
charter or articles of incorporation and bylaws of the Company
necessary to make the Bonds of the Medium Term Note Series III to
be issued hereunder, when executed by the Company, authenticated
and delivered by the Trustee and duly issued, the valid, binding
and legal obligations of the Company, and to constitute this
Supplemental Indenture a valid and binding instrument, have been
done and taken; and the execution and delivery of this
Supplemental Indenture have been in all respects duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that,
in order to secure the payment of the principal of, premium, if
any, and interest on all Bonds at any time issued and outstanding
under the Original Indenture as supplemented and modified by the
forty-three supplemental indentures hereinbefore described and as
supplemented and modified by this Supplemental Indenture,
according to their tenor, purport and effect, and to secure the
performance and observance of all the covenants and conditions
therein and herein contained, and for the purpose of confirming
and perfecting the lien of the Original Indenture on the
properties of the Company hereinafter described, or referred to,
and for and in consideration of the premises and of the mutual
covenants herein contained, and acceptance of the Bonds of the
Medium Term Note Series III by the holders thereof, and for other
valuable consideration, the receipt whereof is hereby
acknowledged, the Company has executed and delivered this
Supplemental Indenture and by these presents does grant, bargain,
sell, warrant, alien, convey, assign, transfer,
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mortgage, pledge, hypothecate, set over and confirm unto the
Trustee the following property, rights, privileges and franchises
(in addition to all other property, rights, privileges and
franchises heretofore subjected to the lien of the Original
Indenture as supplemented by the forty-three supplemental
indentures hereinbefore described and not heretofore released
from the lien thereof), to wit:
CLAUSE I
Without in any way limiting anything hereinafter described,
all and singular the lands, real estate, chattels real, interests
in land, leaseholds, ways, rights-of-way, easements, servitudes,
permits and licenses, lands under water, riparian rights,
franchises, privileges, electric generating plants, electric
transmission and distribution systems, and all apparatus and
equipment appertaining thereto, offices, buildings, warehouses,
garages, and other structures, tracks, machine shops, materials
and supplies and all property of any nature appertaining to any
of the plants, systems, business or operations of the Company,
whether or not affixed to the realty, used in the operation of
any of the premises or plants or systems or otherwise, which have
been acquired by the Company since the execution and delivery of
the Original Indenture and not heretofore included in any
indenture supplemental thereto, and now owned or which may
hereafter be acquired by the Company (other than excepted
property as defined in the Original Indenture).
CLAUSE II
All corporate, Federal, State, municipal and other permits,
consents, licenses, bridge licenses, bridge rights, river
permits, franchises, grants, privileges and immunities of every
kind and description, owned, held, possessed or enjoyed by the
Company (other than excepted property as defined in the Original
Indenture) and all renewals, extensions, enlargements and
modifications of any of them, which have been acquired by the
Company since the execution and the delivery of the Original
Indenture and not heretofore included in any indenture
supplemental thereto, and now owned or which may hereafter be
acquired by the Company.
CLAUSE III
Together with all and singular the plants, buildings,
improvements, additions, tenements, hereditaments, easements,
rights, privileges, licenses and franchises and all other
appurtenances whatsoever belonging or in any wise pertaining to
any of the property hereby mortgaged or pledged, or intended so
to be, or any part thereof, and the reversion and reversions,
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remainder and remainders, and the rents, revenues, issues,
earnings, income, products and profits thereof, and every part
and parcel thereof, and all the estate, right, title, interest,
property, claim and demand of every nature whatsoever of the
Company at law, in equity or otherwise howsoever, in, of and to
such property and every part and parcel thereof.
TO HAVE AND TO HOLD all of said property, real, personal and
mixed, and all and singular the lands, properties, estates,
rights, franchises, privileges and appurtenances hereby
mortgaged, conveyed, pledged or assigned, or intended so to be,
together with all the appurtenances thereto appertaining and the
rents, issues and profits thereof, unto the Trustee and its
successors and assigns, forever:
SUBJECT, HOWEVER, to the exceptions, reservations,
restrictions, conditions, limitations, covenants and matters
contained in all deeds and other instruments whereunder the
Company has acquired any of the property now owned by it, and to
permitted encumbrances as defined in Subsection B of Section 1.11
of the Original Indenture;
BUT IN TRUST NEVERTHELESS, for the equal and proportionate
use, benefit, security and protection of those who from time to
time shall hold the Bonds and coupons authenticated and delivered
under the Original Indenture and the forty-three supplemental
indentures hereinbefore described or this Supplemental Indenture,
and duly issued by the Company, without any discrimination,
preference or priority of any one bond or coupon over any other
by reason of priority in the time of issue, sale or negotiation
thereof or otherwise, except as provided in Section 11.28 of the
Original Indenture, so that, subject to said Section 11.28, each
and all of said Bonds and coupons shall have the same right, lien
and privilege under the Original Indenture and the forty-three
supplemental indentures hereinbefore described, or this
Supplemental Indenture, and shall be equally secured thereby and
hereby and shall have the same proportionate interest and share
in the trust estate, with the same effect as if all of the Bonds
and coupons had been issued, sold and negotiated simultaneously
on the date of delivery of the Original Indenture;
AND UPON THE TRUSTS, USES AND PURPOSES and subject to the
covenants, agreements and conditions in the Original Indenture
and the forty-three supplemental indentures hereinbefore
described and herein set forth and declared.
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15
ARTICLE ONE.
BONDS OF THE MEDIUM TERM NOTE SERIES III AND
CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. Certain Terms of Bonds of the Medium Term Note
Series III. The aggregate principal amount of the Bonds of the
Medium Term Note Series III shall be limited to $75,000,000,
excluding, however, any Bonds of the Medium Term Note Series III
which may be executed, authenticated and delivered in exchange
for or in lieu of or in substitution for other Bonds of such
Series pursuant to the provisions of the Original Indenture or of
this Supplemental Indenture.
The definitive Bonds of the Medium Term Note Series III shall
be issuable only in fully registered form without coupons in the
denomination of $100,000, or any amount in excess thereof that is
a multiple of $1,000. Notwithstanding the provisions of Section
2.05 of the Original Indenture, each Bond of the Medium Term Note
Series III shall be dated as of the date of its authentication,
and shall mature on such date not less than nine months nor more
than thirty years from such date, shall bear interest from such
date, shall bear interest at such rate or rates, which may be
fixed or variable, and have such other terms and conditions not
inconsistent with the Original Indenture as the Board of
Directors of the Company, or any officer of the Company acting
pursuant to authority granted by the Board of Directors may
determine (the execution of any bond of the Medium Term Note
Series III by any authorized officer of the Company being, with
regard to any holder of such bond, conclusive evidence of such
approval). Interest on Bonds of the Medium Term Note Series III
shall be payable on the dates edstablished on the date of first
authentication of such Bond ("Original Issue Date"). The person
in whose name any Bond of the Medium Term Note Series III is
registered at the close of business on the applicable record date
with respect to any interest payment date shall be entitled to
receive the interest payable thereon on such interest payment
date notwithstanding the cancellation of such Bond upon any
transfer or exchange thereof subsequent to such record date and
prior to such interest payment date, unless the Company shall
default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid
to the person in whose name such Bond is registered on a
subsequent record date fixed by the Company, which subsequent
record date shall be fifteen (15) days prior to the payment of
such defaulted interest. Such interest payments shall be made in
such manner and in such places as provided on the Form of Bonds
of the Medium Term Note Series III set forth in this Supplemental
Indenture. The principal of the Bonds of the Medium Term Note
Series III shall be payable in any coin or currency
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16
of the United States of America which at the time of payment is
legal tender for the payment of public and private debts at the
office or agency of the Company in the Borough of Manhattan, City
and State of New York, and interest and premium, if any, on such
Bonds shall be payable in like coin or currency at said office or
agency.
The definitive Bonds of the Medium Term Note Series III may be
issued in the form of Bonds, engraved, printed or lithographed on
steel engraved borders.
Upon compliance with the provisions of Section 2.06 of the
Original Indenture and as provided in this Supplemental
Indenture, and upon payment of any taxes or other governmental
charges payable upon such exchange, Bonds of the Medium Term Note
Series III may be exchanged for a new Bond or Bonds of different
authorized denominations of like aggregate principal amount.
The Trustee hereunder shall, by virtue of its office as such
Trustee, be the registrar and transfer agent of the Company for
the purpose of registering and transferring Bonds of the Medium
Term Note Series III.
Notwithstanding the provisions of Section 2.11 of the Original
Indenture, no service charge shall be made for any exchange or
transfer of Bonds of the Medium Term Note Series III, but the
Company at its option may require payment of a sum sufficient to
cover any tax or other governmental charge incident thereto.
SECTION 1.02. Redemption Provisions for Bonds of the Medium
Term Note Series III. The Bonds of the Medium Term Note Series
III shall be subject to redemption prior to maturity as a whole
at any time or in part from time to time as the Board of
Directors of the Company, or any officer of the Company acting
pursuant to authority granted by the Board of Directors may
determine, and as set forth on the Form of Bonds of the Medium
Term Note Series III set forth in this Supplemental Indenture.
The Bonds of the Medium Term Note Series III which are
redeemable on the payment of a Regular Redemption Price as
provided for in this Section 1.02 may be redeemed at such Regular
Redemption Price through the application of cash deposited with
the Trustee pursuant to Section 6.04 of the Original Indenture
upon the taking, purchase or sale of any property subject to the
lien hereof or thereof in the manner set forth in said Section.
The Bonds of the Medium Term Note Series III are also subject
to redemption through the application of proceeds of the sale or
disposition
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17
substantially as an entirety of the Company's electric properties
at Portland, Oregon, which proceeds are required by the provisions
of Section 7.01 of the Original Indenture to be applied to the
retirement of Bonds, upon payment of the principal amount thereof
together with interest thereon payable to the date of redemption.
SECTION 1.03. Notwithstanding the provisions of Section 4.07
of the Original Indenture, the provisions of Sections 4.04, 4.05,
and 4.06 of the Original Indenture shall remain in full force and
effect and shall be performed by the Company so long as any Bonds
of the Medium Term Note Series III remain outstanding. The Bonds
of the Medium Term Note Series III which are redeemable on the
payment of a Regular Redemption Price as provided for in Section
1.02 of this Supplemental Indenture may be redeemed at such
Regular Redemption Price with moneys remaining in the replacement
fund provided for in said Section 4.04 of the Original Indenture.
SECTION 1.04. The requirements which are stated in the next
to the last paragraph of Section 1.13 and in Clause (9) of
Paragraph A of Section 3.01 of the Original Indenture to be
applicable so long as any of the Bonds of the 1975 Series are
outstanding shall remain applicable so long as any of the Bonds
of the Medium Term Note Series III are outstanding.
SECTION 1.05. Notwithstanding the provisions of Section 2.06
or Section 2.10 of the Original Indenture, the Company shall not
be required (i) to issue, register, discharge from registration,
exchange or transfer any Bond of the Medium Term Note Series III
for a period of fifteen (15) days next preceding any selection by
the Trustee of Bonds of the Medium Term Note Series III to be
redeemed or (ii) to register, discharge from registration,
exchange or transfer any Bond of the Medium Term Note Series III
so selected for redemption in its entirety or (iii) to exchange
or transfer any portion of a Bond of the Medium Term Note Series
III which portion has been so selected for redemption.
SECTION 1.06. So long as any Bonds of the Medium Term Note
Series III remain outstanding, all references to the minimum
provision for depreciation in the form of certificate of
available additions set forth in Section 3.03 of the Original
Indenture shall be included in any certificate of available
additions filed with the Trustee, but whenever Bonds of the
Medium Term Note Series III shall no longer be outstanding, all
references to such minimum provisions for depreciation may be
omitted from any such certificate.
SECTION 1.07. I. Each holder of any Bond of the Medium Term
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18
Note Series III by acceptance of such Bond shall thereby consent
that, at any time after the requisite consents, if any, of the
holders of Bonds of other series shall have been given as
hereinafter provided, Subsections A and G of Section 1.10 of the
Original Indenture be amended so as to read as follows:
"A. The term `bondable public utility property' shall mean
and comprise any tangible property now owned or hereafter
acquired by the Company and subjected to the lien of this
Indenture, which is located in the States of Oregon, Washington,
California, Arizona, New Mexico, Idaho, Montana, Wyoming, Utah
and Nevada and is used or is useful to it in the business of
furnishing or distributing electricity for heat, light or power
or other use, or supplying hot water or steam for heat or power
or steam for other purposes, including, without limiting the
generality of the foregoing, all properties necessary or
appropriate for purchasing, generating, manufacturing, producing,
transmitting, supplying, distributing and/or disposing of
electricity, hot water or steam; provided, however, that the term
`bondable public utility property' shall not be deemed to include
any nonbondable property, as defined in Subsection B of this
Section 1.10, or any excepted property."
"G. The term `minimum provision for depreciation' for the
period from March 31, 1945 through December 31, 1966, as applied
to bondable public utility property, whether or not subject to a
prior lien, shall mean $35,023,487.50.
"The term `minimum provision for depreciation' for any calen-
dar year subsequent to December 31, 1966, as applied to bondable
public utility property, shall mean the greater of (i) an amount
equal to 2% of depreciable bondable public utility property, as
shown by the books of the Company as of January 1 of such year,
with respect to which the Company was as of that date required,
in accordance with sound accounting practice, to make
appropriations to a reserve or reserves for depreciation or
obsolescence, or (ii) the amount actually appropriated by the
Company on its books of account to a reserve or reserves for
depreciation or obsolescence in respect of depreciable bondable
public utility property for such calendar year, in either case
less an amount equal to the aggregate of (a) the amount of any
property additions which during such calendar year were included
in an officers' certificate filed with the Trustee as the basis
for a sinking fund credit pursuant to the provisions of a sinking
fund for Bonds of any series, and (b) 166-2/3% of the principal
amount of Bonds of any series which shall have been delivered to
the Trustee as a credit, or which the Company shall have elected
to apply as a credit, against any sinking fund payment due during
such calendar year for Bonds of any
49
19
series, or which shall have been redeemed in anticipation of, or
out of moneys paid to the Trustee on account of, any sinking fund
payment due during such calendar year for Bonds of any series.
Bonds delivered to the Trustee as, or applied as, a credit
against any sinking fund payment and Bonds redeemed in
anticipation of any sinking fund payment, regardless of the time
when they were actually delivered, applied or redeemed, for
purposes of the preceding sentence shall be deemed to have been
delivered, applied or redeemed, as the case may be, on the
sinking fund payment date when such sinking fund payment was due.
Bonds redeemed out of moneys paid to the Trustee on account of
any sinking fund payment shall, regardless of the date when they
were redeemed, for purposes of the second preceding sentence, be
deemed to have been redeemed on the later of (i) the date on
which such moneys were paid to the Trustee or (ii) the sinking
fund payment date when such sinking fund payment was due.
"The minimum provision for depreciation for any calendar year
subsequent to December 31, 1966, as applied to bondable public
utility property not subject to a prior lien, shall be determined
as set forth in the paragraph immediately preceding, except that
all references therein to `depreciable bondable public utility
property' shall be deemed to be `depreciable bondable public
utility property not subject to a prior lien'.
"The minimum provision for depreciation as applied to bondable
public utility property and the minimum provision for deprecia-
tion as applied to bondable public utility property not subject
to a prior lien for any period commencing subsequent to December
31, 1966 which is of twelve whole calendar months' duration but
is other than a calendar year or which is of less than twelve
whole calendar months' duration shall be determined by
multiplying the number of whole calendar months in such period by
one-twelfth of the corresponding minimum provision for
depreciation for the most recent calendar year completed prior to
the end of such period, and fractions of a calendar month shall
be disregarded.
"The aggregate amount of the minimum provision for deprecia-
tion as applied to bondable public utility property and the
aggregate amount of the minimum provision for depreciation as
applied to bondable public utility property not subject to a
prior lien from March 31, 1945 to any date shall be the sum of
the corresponding minimum provision for depreciation for each
completed calendar year between December 31, 1966 and such date,
plus the corresponding minimum provision for depreciation for the
period, if any, from the end of the most recent such completed
calendar year to such date, in each case determined as set forth
above, plus $35,023,487.50.
"All Bonds credited against any sinking fund payment due sub-
sequent
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20
to December 31, 1966 for Bonds of any series and (except as
provided in Section 9.04 with respect to Bonds on which a
notation of partial payment shall be made) all Bonds redeemed in
anticipation of or out of moneys paid to the Trustee as a part of
any sinking fund payment due subsequent to December 31, 1966 for
Bonds of any series, shall be canceled and no such Bonds, nor any
property additions which, subsequent to December 31, 1966, shall
have been included in an officers' certificate filed with the
Trustee as the basis for a sinking fund credit pursuant to the
provisions of a sinking fund for Bonds of any series, shall be
made the basis of the authentication and delivery of Bonds or of
any other further action or credit hereunder."
II. Each holder of any Bond of the Medium Term Note Series
III, by acceptance of such Bond shall thereby consent that, at
any time after the requisite consents, if any, of the holders of
Bonds of other series shall have been given as hereinafter
provided:
(1) Subsection A of Section 1.10 of the Original Indenture,
as the same may be amended as hereinabove in this Section
1.07 provided, be further amended by replacing the word
"and" between the words "Utah" and "Nevada" with a comma and
by adding after the word "Nevada" the words "and Alaska";
(2) Subsection G of Section 1.10 of the Original Indenture,
as the same may be amended as hereinabove in this Section
1.07 provided, be further amended by amending the second
paragraph thereof to read as follows:
"The term `minimum provision for depreciation' for any
calendar year subsequent to December 31, 1966, as applied to
bondable public utility property, shall mean the greater of
(i) an amount equal to 2% of depreciable bondable public
utility property, as shown by the books of the Company as of
January 1 of such year, with respect to which the Company
was as of that date required, in accordance with sound
accounting practice, to make appropriations to a reserve or
reserves for depreciation or obsolescence, or (ii) the
amount actually appropriated by the Company on its books of
account to a reserve or reserves for depreciation or
obsolescence in respect of depreciable bondable public
utility property for such calendar year, in either case less
an amount equal to the aggregate of (a) the amount of any
property additions which during such calendar year were
included in an officers' certificate filed with the Trustee
as the basis for a sinking fund credit pursuant to the
provisions of a sinking fund for Bonds of any series and
which as a result of having been so included have
51
21
been deemed, either without time limit or only so long as
any Bonds of such series are outstanding, to have been
`included in an officers' certificate filed with the Trustee
as the basis for a sinking fund credit' and to have been
`made the basis for action or credit hereunder' as such term
is defined in Subsection H of Section 1.10 of the Original
Indenture, and (b) 166-2/3% of the principal amount of Bonds
of any series which shall have been delivered to the Trustee
as a credit, or which the Company shall have elected to
apply as a credit, against any sinking fund payment due
during such calendar year for Bonds of any series, or which
shall have been redeemed in anticipation of, or out of
moneys paid to the Trustee on account of, any sinking fund
payment due during such calendar year for Bonds of any
series and which as a result of having been so made the
basis of a credit upon a sinking fund payment and/or so
redeemed by operation of a sinking fund shall have been
disqualified, either without time limit or only so long as
any Bonds of such series are outstanding, from being made
the basis of the authentication and delivery of Bonds or of
any other further action or credit under the Original
Indenture or any supplemental indenture. Bonds delivered to
the Trustee as, or applied as, a credit against any sinking
fund payment and Bonds redeemed in anticipation of any
sinking fund payment, regardless of the time when they were
actually delivered, applied or redeemed, for purposes of the
preceding sentence shall be deemed to have been delivered,
applied or redeemed, as the case may be, on the sinking fund
payment date when such sinking fund payment was due. Bonds
redeemed out of moneys paid to the Trustee on account of any
sinking fund payment shall, regardless of the date when they
were redeemed, for purposes of the second preceding
sentence, be deemed to have been redeemed on the later of
(i) the date on which such moneys were paid to the Trustee
or (ii) the sinking fund payment date when such sinking fund
payment was due."
(3)Subsection G of Section 1.10 of the Original Indenture,
as the same may be amended as hereinabove in this Section
1.07 provided, be further amended by deleting therefrom the
last two paragraphs thereof and inserting therein a new last
paragraph to read as follows:
"The aggregate amount of the minimum provision for
depreciation as applied to bondable public utility property
and the aggregate amount of the minimum provision for
depreciation as applied to bondable public utility property
not subject to a prior lien from March 31, 1945 to any date
shall be the sum of the corresponding minimum provision for
depreciation for each completed calendar year
52
22
between December 31, 1966 and such date, plus (1) the corre-
sponding minimum provision for depreciation for the period,
if any, from the end of the most recent such completed
calendar year to such date, in each case determined as set
forth above, plus (2) $35,023,487.50, plus (3) an amount
equal to the aggregate of (a) the amount of any property
additions which, between December 31, 1966 and such date,
became property additions of the character described in
clause (a) of the second paragraph of this Subsection G and
which, thereafter, also between December 31, 1966 and such
date, became `available additions' as a result of the fact
that all Bonds of such series ceased to be outstanding, and
(b) 166-2/3% of the principal amount of Bonds of any series
which, between December 31, 1966 and such date, become Bonds
of the character described in clause (b) of the second
paragraph of this Subsection G and which, thereafter, also
between December 31, 1966 and such date, became `available
Bond retirements' as a result of the fact that all Bonds of
such series ceased to be outstanding."
III. Each holder of any Bond of the Medium Term Note Series
III, by acceptance of such Bond shall thereby consent that, at
any time after the requisite consents, if any, of the holders of
Bonds of other series shall have been given as hereinafter
provided:
(1) the subparagraph numbered (3) of the third paragraph
of Section 1.03 of each of the Sixteenth and the Eighteenth
through the Twenty-first Supplemental Indentures and the
third paragraph of Section 1.03 of the Twenty-second
Supplemental Indenture be amended by inserting before the
words "any available additions thus shown as a credit" the
phrase "provided, however, that so long as any Bonds of the
........... Series are outstanding" and inserting in the
blank space of such phrase the applicable designation of the
series of Bonds created by such supplemental indenture;
(2)(i) the fifth paragraph of Section 1.03 of the Ninth
through the Sixteenth Supplemental Indentures and the
Eighteenth through the Twenty-second Supplemental
Indentures, which begins with the words "All Bonds made the
basis of a credit upon any sinking fund payment for Bonds",
(ii) Section 1.03 of the Seventeenth, Twenty-third and
Twenty-fourth Supplemental Indentures, (iii) the last sen-
tence of the fourth paragraph of Section 1.03 of the First,
Third, Fifth, Sixth and Seventh Supplemental Indentures,
which begins with the words "All Bonds delivered to the
Trustee as part of or to anticipate any sinking fund
payment" and (iv) the last sentence of the fourth paragraph
of Section 4.03 of the Original Indenture, which
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23
begins with the words "All Bonds delivered to the Trustee as
part of or to anticipate any sinking fund payment", each be
amended so as to read as follows:
"All Bonds made the basis of a credit upon any sinking
fund payment, and/or (except with respect to Bonds on which
a notation of partial payment shall be made as permitted by
any provision of the Original Indenture, of any supplemental
indenture or of any agreement entered into as permitted by
the Original Indenture or by any supplemental indenture)
redeemed (whether on any sinking fund payment date or in
anticipation of any such sinking fund payment) by operation
of the sinking fund, for Bonds of the 1975 Series, or for
Bonds of the 1977 Series, or for Bonds of the 1977 Second
Series, or for Bonds of the 1984 Series, or for Bonds of the
1986 Series, or for Bonds of the 4-7/8% Series due 1987, or
for Bonds of the 1990 Series, or for Bonds of the 1991
Series, or for Bonds of the 4-5/8% Series due 1993, or for
Bonds of the 4-3/4% Series due 1993, or for Bonds of the
1994 Series, or for Bonds of the 1995 Series, or for Bonds
of the 1996 Series, or for Bonds of the 1997 Series, or for
Bonds of the 2000 Series, or for Bonds of the 2001 Series,
or for Bonds of the 2002 Series, or for Bonds of the 2003
Series, or for Bonds of the 2003 Second Series if not
theretofore canceled shall be canceled and, except as
otherwise provided in the supplemental indenture creating
such series of Bonds, or in another supplemental indenture
amending such supplemental indenture, so long as any Bonds
of such series are outstanding shall not (but without
limiting the use of the principal amount thereof in
calculating any minimum provision for depreciation pursuant
to the provisions of Subsection G of Section 1.10 of the
Original Indenture as the same may be amended in accordance
with the provisions of any supplemental indenture) be made
the basis of the authentication and delivery of Bonds or of
any further action or credit under the Original Indenture or
any supplemental indenture.
"To the extent that
(a) in any given year the principal amount of Bonds made
the basis of a credit upon any sinking fund payment,
and/or redeemed (whether on a sinking fund payment
date or in anticipation of a sinking fund payment) by
operation of the sinking fund, for Bonds of the 1975
Series, or for Bonds of the 1977 Series, or for Bonds
of the 1977 Second Series, or for Bonds of the 1984
Series, or for Bonds of the 1986 Series, or for Bonds
of the 4-7/8% Series due 1987, or for Bonds of the
1990 Series, or for Bonds
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of the 1991 Series, or for Bonds of the 4-5/8% Series due
1993, or for Bonds of the 4-3/4% Series due 1993, or for
Bonds of the 1994 Series, or for Bonds of the 1995 Series
or for Bonds of the 1996 Series,
does not exceed
(b) an amount equal to 1% of the greatest aggregate
principal amount of Bonds of such Series theretofore
at any one time outstanding, after deducting from said
aggregate principal amount the sum of the following
amounts, in the event that such sum would equal
$500,000 or more, namely, (1) the aggregate principal
amount of Bonds of such Series theretofore redeemed by
the application of the proceeds of property released
from the lien of the Original Indenture or taken or
purchased pursuant to the provisions of Article Six of
the Original Indenture, and (2) the aggregate
principal amount of Bonds of such Series theretofore
redeemed and retired and made the basis for the
withdrawal of such proceeds pursuant to Section 7.03
of the Original Indenture or certified pursuant to
Section 6.06 of the Original Indenture in lieu of the
deposit of cash upon the release or taking of
property; and
to the extent that
(c) in any given year the principal amount of Bonds made
the basis of a credit upon any sinking fund payment,
and/or redeemed (whether on a sinking fund payment
date or in anticipation of a sinking fund payment) by
operation of the sinking fund, for Bonds of the 1997
Series, or for Bonds of the 2000 Series, or for Bonds
of the 2001 Series, or for Bonds of the 2002 Series,
or for Bonds of the 2003 Series, or for Bonds of the
2003 Second Series,
does not exceed
(d) an amount equal to (1) 1% of the greatest aggregate
principal amount of Bonds of such Series theretofore
at any one time outstanding, after making the
deductions from said aggregate principal amount
referred to in clause (b) of this paragraph, minus (2)
60% of the amount of available additions made the
basis of a credit against such sinking fund payment,
the principal amount of Bonds so made the basis of a credit
upon a
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25
sinking fund payment and/or so redeemed by operation of the
sinking fund for Bonds of such Series shall not (but without
limiting the use of the principal amount thereof in
calculating any minimum provision for depreciation pursuant to
the provisions of Subsection G of Section 1.10 of the Original
Indenture as the same may be amended in accordance with the
provisions of any supplemental indenture) be made the basis of
the authentication and delivery of Bonds or of any other
further action or credit under the Original Indenture or any
supplemental indenture; and
to the extent that
(e) in any given year the amount of available additions
made the basis of a credit against any sinking fund
payment for Bonds of the 1997 Series, or for Bonds of
the 2000 Series, or for Bonds of the 2001 Series, or
for Bonds of the 2002 Series, or for Bonds of the 2003
Series, or for Bonds of the 2003 Second Series,
does not exceed
(f) an amount equal to one and sixty-six and two-thirds
one hundredths per cent (1.66 %) of the greatest
aggregate principal amount of Bonds of such Series
theretofore at any one time outstanding, after making
the deductions from said aggregate principal amount
referred to in clause (b) of this paragraph,
the amount of available additions so made the basis of a
credit against a sinking fund payment shall (but without
limiting the use of the amount thereof in calculating any
minimum provision for depreciation pursuant to the provisions
of Subsection G of Section 1.10 of the Original Indenture as
the same may be amended in accordance with the provisions of
any supplemental indenture) be deemed to have been `included
in an officers' certificate filed with the Trustee as the
basis for a sinking fund credit' and to have been `made the
basis for action or credit hereunder' as such term is defined
in Subsection H of Section 1.10 of the Original Indenture.
"From and after the time when all Bonds of any of the Series
referred to in (a) of the paragraph immediately preceding
shall cease to be outstanding, a principal amount of Bonds
equal to the excess of
(i) the aggregate principal amount of Bonds made the basis
of a credit upon all sinking fund payments and/or
redeemed by operation of the sinking fund for Bonds of
such Series as set forth in said (a) in all years,
over
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26
(ii) the aggregate amounts set forth in (b) of the
paragraph immediately preceding with reference to
Bonds of such Series for all years,
shall become `available Bond retirements' as such term is
defined in Section 1.10.J. of the Original Indenture and may
thereafter be included in Item 4 of any `certificate of
available Bond retirements' thereafter delivered to and/or
filed with the Trustee pursuant to Section 3.02 of the
Original Indenture; and from and after the time when all Bonds
of any of the Series referred to in (c) of the paragraph
immediately preceding shall cease to be outstanding, a
principal amount of Bonds equal to the excess of
(iii) the aggregate principal amount of Bonds made the basis
of a credit upon all sinking fund payments and/or
redeemed by operation of the sinking fund for Bonds of
such Series as set forth in said (c) in all years,
over
(iv) the aggregate amounts set forth in (d) of the
paragraph immediately preceding with reference to
Bonds of such Series for all years,
shall become `available Bond retirements' as such term is
defined in Section 1.10.J. of the Original Indenture and may
thereafter be included in Item 4 of any `certificate of
available Bond retirements' thereafter delivered to and/or
filed with the Trustee pursuant to Section 3.02 of the
Original Indenture, and an amount of available additions equal
to the excess of
(v) the amount of available additions made the basis of a
credit against all sinking fund payments for Bonds of
such Series as set forth in (e) of the paragraph
immediately preceding in all years, over
(vi) the aggregate amounts set forth in (f) of the
paragraph immediately preceding with reference to
Bonds of such Series for all years,
shall become `available additions' as such term is defined in
Section 1.10.I. of the Original Indenture and may thereafter
be included in Item 5 of any `certificate of available
additions' thereafter filed with the Trustee pursuant to
Section 3.01 of the Original Indenture.";
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(3) subsection H of Section 1.10 of the Original Indenture
be amended by inserting before the semicolon preceding clause
(ii) thereof, and as a part of clause (1) thereof, the words
"if, to the extent that, and so long as, the provisions of
this Indenture or any supplemental indentures creating or
providing for any such fund or any supplemental indentures
amending the provisions creating or providing for any such
fund shall preclude the use of property additions so included
in an officers' certificate as the basis for further action or
credit hereunder"; Subsection I of Section 1.10 of the
Original Indenture be amended by changing the reference
therein from "Item 5" to "Item 7"; and Subsection J of Section
1.10 of the Original Indenture be amended by changing the
reference therein from "Item 4" to "Item 5";
(4) paragraph (3) of Section 3.01(A) of the Original
Indenture be amended by changing the period at the end thereof
to a comma and adding the following words thereto: "except to
the extent otherwise provided in this Indenture or in any
supplemental indenture";
(5) the Certificate of Available Additions set forth in
Section 3.03.A. of the Original Indenture be amended by
(i) adding new paragraphs (5) and (6) thereto
immediately preceding existing paragraph (5)
thereof, as follows:
"(5) The aggregate amount, if any, of available
additions included in Item 4 above which were so
included because the same were made the basis of
a credit upon any sinking fund payment for Bonds
of any series and which have subsequently again
become `available additions' as a result of the
fact that all Bonds of such series ceased to be
outstanding,is $...............
"(6) The aggregate amount of available additions
heretofore made the basis for action or credit
under said Indenture of Mortgage and which have
not subsequently again become `available
additions' as set forth in Item 5 above, namely
Item 4 above minus Item 5 above is
$.............
(ii) renumbering existing paragraph (5) as paragraph (7)
and changing the references in renumbered paragraph
(7) from "Item 3 above minus Item 4 above" to "Item
3 above minus Item 6 above",
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(iii) renumbering existing paragraphs (6) and (7) as
paragraphs (8) and (9) and changing the
references in renumbered paragraph (9) from "Item
5 above minus Item 6 above" to "Item 7 above
minus Item 8 above", and
(iv) deleting "Item 7 above" in the second line of the
paragraph immediately succeeding renumbered
paragraph (9) and substituting "Item 9 above"
therefor; and
(6) the Certificate of Available Bond Retirements set forth in
Section 3.03.B. of the Original Indenture be amended by
(i) adding a new paragraph (4) thereto immediately
preceding the existing paragraph (4) thereof, as
follows:
"(4) The aggregate amount, if any, of Bonds
previously made the basis of a credit upon any
sinking fund payment for Bonds of any series,
and/or redeemed (whether on a sinking fund
payment date or in anticipation of sinking
fund payment) by operation of the sinking fund
for Bonds of such series, which have
subsequently become `available Bond
retirements' as a result of the fact that all
Bonds of such series ceased to be outstanding
is $.........."
(ii) renumbering the existing paragraph (4) as paragraph
(5) and revising the same to read as follows: "The
amount of presently available Bond retirements,
namely the sum of Items (1), (2), (3) and (4)
above, is $..........."
(iii) renumbering the existing paragraphs (5) and (6)
as (6) and (7), respectively, and changing the
reference in renumbered paragraph (7) from "Item
4 minus Item 5" to "Item 5 minus Item 6".
IV. The amendments of Subsections A, G, H, I and/or J of
Section 1.10 of the Original Indenture, of Sections 3.01, 3.03
and/or 4.03 of the Original Indenture and/or of Section 1.03 of
the First, Third, Fifth, Sixth, Seventh and Ninth through
Twenty-fourth Supplemental Indentures set forth above shall,
subject to the Company and the Trustee, in accordance with the
provisions of Section 17.02 of the Original Indenture, entering
into an indenture or indentures supplemental to the Original
Indenture for the purpose of so amending said Subsections A, G,
H, I and/or J, Sections
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3.01, 3.03 and/or 4.03 and/or Section 1.03, become effective at
such time as the holders of not less than 75% in principal amount
of Bonds then outstanding or their attorneys-in-fact duly
authorized, including the holders of not less than 60% in
principal amount of the Bonds then outstanding of each series the
rights of the holders of which are affected by such amendment,
shall have consented to such amendment. No further vote or
consent of the holders of Bonds of the Medium Term Note Series
III shall be required to permit such amendments to become
effective and in determining whether the holders of not less than
75% in principal amount of Bonds outstanding at the time such
amendments become effective have consented thereto, the holders
of all Bonds of the Medium Term Note Series III then outstanding
shall be deemed to have so consented.
SECTION 1.08. This Article shall be of force and effect only
so long as any Bonds of the Medium Term Note Series III are
outstanding.
ARTICLE TWO.
TRUSTEE.
SECTION 2.01. The Trustee hereby accepts the trust hereby
created. The Trustee undertakes, prior to the occurrence of an
event of default and after the curing of all events of default
which may have occurred, to perform such duties and only such
duties as are specifically set forth in the Original Indenture as
heretofore and hereby supplemented and modified, on and subject
to the terms and conditions set forth in the Original Indenture
as so supplemented and modified, and in case of the occurrence of
an event of default (which has not been cured) to exercise such
of the rights and powers vested in it by the Original Indenture
as so supplemented and modified, and to use the same degree of
care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this
Supplemental Indenture or the Bonds issued hereunder or the due
execution thereof by the Company. The Trustee shall be under no
obligation or duty with respect to the filing, registration, or
recording of this Supplemental Indenture or the re-filing,
re-registration, or re-recording thereof. The recitals of fact
contained herein or in the Bonds (other than the Trustee's
authentication certificate) shall be taken as the statements
solely of the Company, and the Trustee assumes no responsibility
for the correctness thereof.
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ARTICLE THREE.
MISCELLANEOUS PROVISIONS.
SECTION 3.01. Although this Supplemental Indenture, for
convenience and for the purpose of reference, is dated August 1,
1994, the actual date of execution by the Company and by the
Trustee is as indicated by their respective acknowledgments
hereto annexed.
SECTION 3.02. This Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Original
Indenture as heretofore supplemented and modified, and as
supplemented and modified hereby, the Original Indenture as
heretofore supplemented and modified is in all respects ratified
and confirmed, and the Original Indenture as heretofore and
hereby supplemented and modified shall be read, taken and
construed as one and the same instrument. All terms used in this
Supplemental Indenture shall be taken to have the same meaning as
in the Original Indenture except in cases where the context
clearly indicates otherwise.
SECTION 3.03. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Bonds or
coupons shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Supplemental Indenture, but this Supplemental Indenture shall be
construed as if such invalid or illegal or unenforceable
provision had never been contained herein.
SECTION 3.04. This Supplemental Indenture may be executed in
any number of counterparts, and each of such counterparts shall
for all purposes be deemed to be an original, and all such
counterparts, or as many of them as the Company and the Trustee
shall preserve undestroyed, shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, Portland General Electric Company has
caused this Supplemental Indenture to be signed in its corporate
name by its President or one of its Senior Vice Presidents or one
of its Vice Presidents and its corporate seal to be hereunto
affixed and attested by its Secretary or one of its Assistant
Secretaries, and in token of its acceptance of the trusts created
hereunder, Marine Midland Bank (formerly The Marine Midland Trust
Company of New York) has caused this Supplemental Indenture to be
signed in its corporate name by one of its Vice Presidents or one
of its Assistant Vice Presidents or one of its Corporate Trust
Officers and its corporate seal to be hereunto affixed and
attested by
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one of its Corporate Trust Officers, all as of the day and year
first above written.
PORTLAND GENERAL ELECTRIC
COMPANY
By: /s/ Joseph M. Hirko
Title: Vice President
Attest:
/s/ Steven F. McCarrel
Title: Assistant Secretary
(Seal)
MARINE MIDLAND BANK
By: /s/ BarbaraJean McCauley
Title: Assistant Vice President
Attest:
/s/ Metin Caner
Title: Assistant Vice President
(Seal)
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State of Oregon } ss.:
County of Multnomah
The foregoing instrument was acknowledged before me on this
18th day of August, 1994 by Joseph M. Hirko, a Vice President of
PORTLAND GENERAL ELECTRIC COMPANY, an Oregon corporation, on
behalf of said corporation.
/s/ Bonnie D. Rushing
Notary Public for Oregon
Commission No. A011356 My Commission Expires 12/10/95
[NOTARIAL SEAL]
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State of New York } ss.:
County of [Richmond - strikeout] New York
The foregoing instrument was acknowledged before me on this
19th day of August, 1994 by BarbaraJean McCauley , a(an)
Assistant Vice President of MARINE MIDLAND BANK, a New York
banking corporation and trust company, on behalf of said
corporation.
\s\ Marcia Markowski
Notary Public, State of New York
No. 24-01MA4761665
Commission Expires 11-30-94
[NOTARIAL SEAL]
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State of Oregon } ss.:
County of Multnomah
Joseph M. Hirko and Steven F. McCarrel, a Vice President and
Assistant Secretary, respectively, of PORTLAND GENERAL ELECTRIC
COMPANY, an Oregon corporation, the mortgagor in the foregoing
mortgage named, being first duly sworn, on oath depose and say
that they are the officers above named of said corporation and
that this affidavit is made for and on its behalf by authority of
its Board of Directors and that the aforesaid mortgage is made by
said mortgagor in good faith, and without any design to hinder,
delay or defraud creditors.
Subscribed and sworn to before me this 18th day of August, 1994.
/s/ Bonnie D. Rushing
Notary Public for Oregon
Commission No. A011356 My Commission Expires 12/10/95
[NOTARIAL SEAL]
J:\l\finance\14672sup.ind
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