PORTLAND GENERAL ELECTRIC COMPANY
TO
MARINE MIDLAND BANK
(FORMERLY THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
Trustee.
Forty-fifth Supplemental Indenture
Dated May 1, 1995
First Mortgage Bonds,
Medium Term Note Series IV
Supplemental to Indenture of Mortgage and Deed of Trust,
dated July 1, 1945 of Portland General Electric Company.
FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated
May 1, 1995, 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(1)
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
2
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
Forty-fourth 8-24-94 Medium Term Note Series III 75,000,000
<FN>
(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 4-5/8% Series due 1993.
(4) Redeemed in full prior to maturity.
</FN>
3
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", "Bonds
of the Medium Term Note Series II", and Bonds of
the Medium Term Note Series III , respectively; and
WHEREAS, the Original Indenture provides that
the Company and the Trustee, subject to the
conditions and restrictions in the Original Inden-
ture 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
4
WHEREAS, the Company desires to provide for the
creation of a new series of bonds to be known as
"First Mortgage Bonds, Medium Term Note Series IV"
(sometimes herein referred to as the "Bonds of the
Medium Term Note Series IV"), 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 IV
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 IV and the Trustee's authentication
certificate to be executed on the Bonds of the
Medium Term Note Series IV are to be substantially
in the following forms, respectively:
(Form of Bond of the Medium Term Note Series IV)
[Face of Bond]
Registered Registered
No. $
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, MEDIUM TERM NOTE SERIES IV
(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
5
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
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
6
immediately available funds at the office or agency
of the Company maintained for that purpose in the
Borough of Manhattan, The City of New 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.
7
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 IV)
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
8
[Reverse of Bond]
This bond is one of the bonds, of a series
designated as Medium Term Note Series IV 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-five 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.
9
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 bond may not be redeemed prior to
maturity, except as provided in the second
succeeding paragraph. On and after the Initial
Regular 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
10
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.
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 percent 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
11
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 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,
12
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.
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
Date..................... Option to 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 IV)
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 IV 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-four 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
13
Term Note Series IV 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, 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-four 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,
14
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,
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-four supplemental
indentures hereinbefore described or this
Supplemental Indenture, and duly issued by the Com-
pany, 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-four 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-four
supplemental indentures hereinbefore described and
herein set forth and declared.
15
ARTICLE ONE.
BONDS OF THE MEDIUM TERM NOTE SERIES IV AND
CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. Certain Terms of Bonds of the
Medium Term Note Series IV. The aggregate
principal amount of the Bonds of the Medium Term
Note Series IV shall be limited to $75,000,000,
excluding, however, any Bonds of the Medium Term
Note Series IV 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 IV 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
IV 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 IV 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 IV
shall be payable on the dates established 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 IV 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 IV set forth in this Supplemental
Indenture. The principal of the Bonds of the
Medium Term Note Series IV shall be payable in any
coin or currency
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 IV 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 IV 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 IV.
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 IV, 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 IV. The Bonds of
the Medium Term Note Series IV 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
IV set forth in this Supplemental Indenture.
The Bonds of the Medium Term Note Series IV
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 IV are
also subject to redemption through the application
of proceeds of the sale or disposition
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 IV
remain outstanding. The Bonds of the Medium Term
Note Series IV 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 IV 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 IV for a period of fifteen (15) days
next preceding any selection by the Trustee of
Bonds of the Medium Term Note Series IV to be
redeemed or (ii) to register, discharge from
registration, exchange or transfer any Bond of the
Medium Term Note Series IV so selected for
redemption in its entirety or (iii) to exchange or
transfer any portion of a Bond of the Medium Term
Note Series IV which portion has been so selected
for redemption.
SECTION 1.06. So long as any Bonds of the
Medium Term Note Series IV 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 IV 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
18
Note Series IV 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 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 (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
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 depreciation 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 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
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 subsequent
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 IV, 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
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
22
between December 31, 1966 and such date, plus
(1) 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 (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 IV, 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, Twentythird and
Twenty-fourth Supplemental Indentures, (iii)
the last sentence 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
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
24
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,
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 thereto-
fore 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
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
(1.66-2/3%) 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
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.";
27
(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",
28
(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
29
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 IV 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 IV 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 IV 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.
30
ARTICLE THREE.
MISCELLANEOUS PROVISIONS.
SECTION 3.01. Although this Supplemental
Indenture, for convenience and for the purpose of
reference, is dated May 1, 1995, 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 provi-
sions 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 Sup-
plemental 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
31
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/ Richard G. Pittius
Title: Assistant Vice President
Attest:
/s/ Frank J. Godino
Title: Corporate Trust Officer
(Seal)
32
State of Oregon
} ss.:
County of Multnomah
The foregoing instrument was acknowledged before me on this 18th day of
May, 1995 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
My Commission Expires 12/10/95
[NOTARIAL SEAL]
33
State of New York
} ss.:
County of New York
The foregoing instrument was acknowledged before me on this 22 day of May,
1995 by Richard G. Pittius, 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 11-30-96
[NOTARIAL SEAL]
34
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 May, 1995.
/s/ Bonnie D. Rushing
Notary Public for Oregon
My Commission Expires 12/10/95
[NOTARIAL SEAL]
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