PLEDGE AGREEMENT Exhibit 4.15
THIS PLEDGE AGREEMENT, dated as of March 1, 1992, by and between PUGET
SOUND POWER & LIGHT COMPANY, a corporation organized and existing under the
laws of the State of Washington (hereinafter called the "Company"), and
CHEMICAL BANK, a New York banking corporation, as trustee (hereinafter
called the "Trustee") under an Indenture of Trust dated as of March 1, 1992
(hereinafter called the "Indenture") between the City of Forsyth, Rosebud
County, Montana, a political subdivision and municipal corporation organized
and existing under the constitution and laws of the State of Montana
(hereinafter called the "Issuer"), and Chemical Bank, as trustee (the
"Trustee");
WHEREAS, the Company has created a new series of first mortgage bonds, the
6.80% Series due 2022 (hereinafter called the "First Mortgage Bonds"), to be
issued under and secured by the First Mortgage, dated as of June 2, 1924,
between the Company and The First National Bank of Boston, as trustee (the
"First Mortgage Trustee"), as supplemented and amended by seventy-two
supplemental indentures heretofore executed by the Company and including a
Seventy-Third Supplemental Indenture, dated as of March 1, 1992 (said
Mortgage, as so amended and supplemented, and said Supplemental Indenture
being hereinafter called the "Mortgage" and the "Supplemental Indenture,"
respectively); and
WHEREAS, as contemplated by the Indenture and the Loan Agreement, dated as
of March 1, 1992 (hereinafter called the "Loan Agreement") between the
Company and the Issuer, the Company proposes to pledge the First Mortgage
Bonds to the Trustee as collateral security for the obligations of the
Company under the Loan Agreement;
NOW, THEREFORE, in consideration of the premises and the foregoing and other
good and valuable consideration, the Company and the Trustee do hereby
agree, for the benefit of the owners from time to time of the Refunding
Bonds (as defined in Section 1.1), as follows:
ARTICLE I -- THE PLEDGE
Section 1.1
The Company herewith delivers to and pledges with the Trustee, for the
benefit of the owners from time to time of $87,500,000 aggregate principal
amount of the Issuer's Pollution Control Revenue Refunding Bonds (Puget
Sound Power & Light Company Colstrip Project) Series 1992 (the "Refunding
Bonds"), and the Trustee hereby acknowledges receipt of, the First Mortgage
Bonds in an aggregate principal amount of $87,500,000. The First Mortgage
Bonds are registered in the name of the Trustee or its nominee, as
collateral security for the obligation of the Company under the Loan
Agreement to pay sums sufficient for the payment of the principal of, and
premium, if any, and interest on, the Refunding Bonds. The First Mortgage
Bonds mature on such date and in such principal amount and contain such
redemption provisions that, upon the maturity or redemption of the Refunding
Bonds, there shall mature or be redeemable First Mortgage Bonds equal in
principal amount to the Refunding Bonds then to mature or be redeemable.
The First Mortgage Bonds bear interest at the same rate borne by the
Refunding Bonds.
Section 1.2
Anything herein to the contrary notwithstanding, the Company shall
receive a credit against its obligations to make any payment of principal of
or premium, if any, or interest on, the First Mortgage Bonds, whether at
maturity, upon redemption or otherwise, and such obligations shall be fully
or partially, as the case may be, satisfied and discharged, in an amount
equal to the amount, if any, paid by the Company under the Loan Agreement,
or otherwise satisfied or discharged, in respect of the principal of, or
premium, if any, or interest on, the Refunding Bonds. The obligations of
the Company to make such payment of principal of or premium, if any, or
interest on, such First Mortgage Bonds shall be deemed to have been reduced
by the amount of such credit.
Section 1.3
The Trustee shall have and may exercise, in the manner and upon the
terms and conditions set forth herein and in the Indenture, and in the
Mortgage and the Supplemental Indenture, all the rights and remedies
provided in the Mortgage and Supplemental Indenture for holders of bonds
issued thereunder, including, without limitation, the right to receive
payments of principal of and premium, if any, and interest on, the First
Mortgage Bonds.
Section 1.4
The Trustee shall use any moneys received by it with respect to the
First Mortgage Bonds to make the corresponding payment then due of principal
of or premium, if any, or interest on, the Refunding Bonds. Any proceeds of
the First Mortgage Bonds in excess of the amounts necessary to pay in full
the principal of and premium, if any, and interest on, the Refunding Bonds
shall be remitted promptly to the Company.
Section 1.5
At the time any Refunding Bond ceases to be Outstanding (as such term
is defined in the Indenture), the Trustee shall surrender to the First
Mortgage Trustee for cancellation First Mortgage Bonds equal in aggregate
principal amount to the excess, if any, of (i) the aggregate principal
amount of the First Mortgage Bonds then held by the Trustee, over (ii) the
aggregate principal amount of the Refunding Bonds then Outstanding. The
First Mortgage Bonds so surrendered shall be deemed to be satisfied and
discharged and the obligations of the Company thereunder and hereunder in
the case where all the Refunding Bonds cease to be Outstanding shall be
terminated (except that the provisions of Section 2.1 hereof shall survive).
ARTICLE II -- COVENANTS OF THE COMPANY
Section 2.1
The Company will indemnify and hold the Trustee free and harmless from
any loss, claim, damage, tax, penalty, liability, disbursement, litigation
expenses, attorneys' fees and expenses or court costs incurred by the
Trustee, except as a result of its negligence or bad faith, arising out of
the execution or performance by the Trustee of this Agreement or the
exercise by the Trustee of any right or remedy as the holder of the First
Mortgage Bonds.
ARTICLE III -- COVENANTS OF THE TRUSTEE
Section 3.1
The Trustee covenants that it will not sell, assign or transfer the
First Mortgage Bonds, except to its nominee or as required to effect
transfer to any successor trustee under the Indenture. To effect compliance
with this restriction, the Company may take such actions as it shall deem to
be desirable, including (a) the placing of a legend on each First Mortgage
Bond in substantially the following form:
This bond is nontransferable except as required to effect transfer
by the Trustee to its nominee or to any successor trustee under the
Indenture of Trust dated as of March 1, 1992 between the City of
Forsyth, Rosebud County, Montana, and Chemical Bank, as Trustee or
by the Trustee's nominee to the Trustee under such Indenture of
Trust.
and (b) the issuance of stop transfer instructions to the First Mortgage
Trustee and any other transfer agent under the Mortgage.
Section 3.2
In the event the Trustee does not timely receive amounts for the
payment of principal of, premium, if any, or interest on, the Refunding
Bonds from the Company in accordance with the Indenture and the Loan
Agreement, or written confirmation from the Company or its agent of such
payment by or on behalf of the Company to the owners of the Refunding Bonds,
the Trustee shall immediately give telephonic or telegraphic notice thereof
to the Company, but the Trustee shall incur no liability for failure to give
such notice and such failure shall have no effect on the obligations of the
Company under the Indenture, the Mortgage, the Supplemental Indenture and
the Loan Agreement or the rights of the Trustee or the owners of the
Refunding Bonds.
ARTICLE IV -- MISCELLANEOUS
Section 4.1
All notices, certificates, requests or other communications hereunder
shall be given in the manner and addressed to the addresses set forth in
Section 12.08 of the Indenture.
Section 4.2
This Agreement shall not be deemed to create any right in, or to be in
whole or in part for the benefit of, any person other than the Trustee, the
Company, the owners from time to time of the Refunding Bonds, and their
successors and assigns. This Agreement is entered into by the Company for
the benefit of the owners from time to time of the Refunding Bonds and the
Trustee and may be enforced on behalf of the owners of the Refunding Bonds
only by the Trustee or any successor trustee under the Indenture.
Section 4.3
This Agreement may be amended in any respect but only by written
agreement of the parties hereto. With respect to an amendment or
modification of the Mortgage or the First Mortgage Bonds, the Trustee shall
exercise its rights as a holder of the First Mortgage Bonds only in
accordance with the terms of the Indenture and the Mortgage.
Section 4.4
In the event any obligation created by this Agreement shall be breached
by either of the parties, such breach may thereafter be waived by the other
party, unless such waiver is prohibited by the Indenture, but any such
waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other breach hereunder.
Section 4.5
This Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall be an original; but such
counterparts shall together constitute but one and the same Agreement.
Section 4.6
If any clause, provision or section of this Agreement be held illegal
or invalid by any court, the invalidity of such clause, provision or section
shall not affect any of the remaining clauses, provision or sections hereof,
and this Agreement shall be construed and enforced as if such illegal or
invalid clause, provision or section had not been contained herein.
Section 4.7
The laws of the State of New York shall govern the construction of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to
be duly executed, effective the day and year first above written.
PUGET SOUND POWER & LIGHT COMPANY
By Robert C. Wood
___________________________
Robert C. Wood
Assistant Treasurer
CHEMICAL BANK, as Trustee
By J. Murray
___________________________
J. Murray
Its Senior Trust Officer