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THE WASHINGTON WATER POWER COMPANY
Exhibit 4(a)-28
THE WASHINGTON WATER POWER COMPANY
TO
CITIBANK, N.A.
As Successor Trustee under
The Washington Water Power Company's
Mortgage and Deed of Trust,
dated as of June 1, 1939
________________________
TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
Providing among other things for a series of bonds
designated "Secured Medium-Term Notes, Series B
(being a series of First Mortgage Bonds)"
________________________
Dated as of January 1, 1994
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TWENTY-SEVENTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of January 1994,
between THE WASHINGTON WATER POWER COMPANY, a corporation of the State of
Washington, whose post office address is East 1411 Mission Avenue, Spokane,
Washington (the "Company"), and CITIBANK, N.A., formerly First National City
Bank (successor by merger to First National City Trust Company, formerly City
Bank Farmers Trust Company), a national banking association incorporated and
existing under the laws of the United States of America, whose post office
address is 111 Wall Street, New York, New York (the "Trustee"), as Trustee
under the Mortgage and Deed of Trust, dated as of June 1, 1939 (the
"Mortgage"), executed and delivered by the Company to secure the payment of
bonds issued or to be issued under and in accordance with the provisions of the
Mortgage, this indenture (the "Twenty-seventh Supplemental Indenture") being
supplemental thereto.
WHEREAS the Mortgage has been appropriately filed or recorded
in various official records in the States of Washington, Idaho and Montana; and
WHEREAS pursuant to a written request of the Company made in
accordance with Section 103 of the Mortgage, Francis M. Pitt (then Individual
Trustee under the Mortgage, as supplemented) ceased to be a trustee thereunder
on July 23, 1969, and all of his powers as Individual Trustee have devolved
upon the Trustee and its successors alone; and
WHEREAS by the Mortgage the Company covenanted that it would
execute and deliver such further instruments and do such further acts as might
be necessary or proper to carry out more effectually the purposes of the
Mortgage and to make subject to the lien of the Mortgage any property
thereafter acquired intended to be subject to the lien thereof; and
WHEREAS the Company has heretofore executed and delivered, in
addition to the Mortgage, the indentures supplemental to the Mortgage, and has
issued the series of bonds, set forth in Exhibit A hereto; and
WHEREAS the Mortgage and the First through Twenty-fifth
Supplemental Indentures have been appropriately filed or recorded in various
official records in the States of Washington, Idaho and Montana, as set forth
in the First through Twenty-sixth Supplemental Indentures; and
WHEREAS the Twenty-sixth Supplemental Indenture, dated as of
April 1, 1993, has been appropriately filed or recorded in the various official
records in the States of Washington, California, Idaho, Montana and Oregon set
forth in Exhibit B hereto; and
WHEREAS for the purpose of confirming or perfecting the lien
of the Mortgage on certain of its properties, the Company has heretofore
executed and delivered a Short Form Mortgage and Security Agreement, in
multiple counterparts dated as of various dates in 1992, and such instrument
has been appropriately filed or recorded in the various official records in the
States of California, Montana and Oregon; and
WHEREAS in addition to the property described in the Mortgage,
as supplemented, the Company has acquired certain other property, rights and
interests in property; and
WHEREAS Section 8 of the Mortgage provides that the form of
each series of bonds (other than the First Series) issued thereunder and of the
coupons to be attached to coupon bonds of such series shall be established by
Resolution of the Board of Directors of the Company; that the form of such
series, as established by said Board of Directors, shall specify the
descriptive
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title of the bonds and various other terms thereof; and that such series may
also contain such provisions not inconsistent with the provisions of the
Mortgage, as supplemented, as the Board of Directors may, in its discretion,
cause to be inserted therein expressing or referring to the terms and
conditions upon which such bonds are to be issued and/or secured under the
Mortgage, as supplemented; and
WHEREAS Section 120 of the Mortgage provides, among other
things, that any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the Mortgage, as
supplemented, whether such power, privilege or right is in any way restricted
or is unrestricted, may be in whole or in part waived or surrendered or
subjected to any restriction if at the time unrestricted or to additional
restriction if already restricted, and the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one or more
series of bonds issued thereunder, or the Company may cure any ambiguity
contained therein, or in any supplemental indenture, by an instrument in
writing executed and acknowledged by the Company in such manner as would be
necessary to entitle a conveyance of real estate to record in all of the states
in which any property at the time subject to the lien of the Mortgage shall be
situated; and
WHEREAS the Company now desires to create a new series of
bonds and to add to its covenants and agreements contained in the Mortgage, as
supplemented, certain other covenants and agreements to be observed by it and
to supplement and amend in certain respects the covenants and provisions
contained in the Mortgage, as supplemented; and
WHEREAS the execution and delivery by the Company of this
Twenty-seventh Supplemental Indenture, and the terms of the bonds of the
Twenty-fifth Series, hereinafter referred to, have been duly authorized by the
Board of Directors of the Company by appropriate Resolutions of said Board of
Directors, and all things necessary to make this Twenty-seventh Supplemental
Indenture a valid, binding and legal instrument for the security of the bonds
have been performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the Company,
in consideration of the premises and of one dollar to it duly paid by the
Trustee at or before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in further assurance of the estate, title
and rights of the Trustee and in order further to secure the payment of both
the principal of and interest and premium, if any, on the bonds from time to
time issued under the Mortgage, as supplemented, according to their tenor and
effect and the performance of all the provisions of the Mortgage (including any
instruments supplemental thereto and any modification made as in the Mortgage
provided) and of such bonds, and to confirm the lien of the Mortgage on certain
after-acquired property, hereby grants, bargains, sells, releases, conveys,
assigns, transfers, mortgages, pledges, sets over and confirms unto Citibank,
N.A., as Trustee under the Mortgage, and to its successor or successors in said
trust forever, all the following described properties of the Company, acquired
by the Company since the execution and delivery of the Mortgage, whether now
owned or hereafter acquired, namely:
All of the property, real, personal and mixed, of every
characterter and wheresoever situated (except any hereinafter or in the
Mortgage, as supplemented, expressly excepted) which the Company now owns
or, subject to the provisions of Section 87 of the Mortgage, may hereafter
acquire prior to the satisfaction and discharge of the Mortgage, as fully
and completely as if herein or in the Mortgage, as supplemented,
specifically described, and including (without in anywise limiting or
impairing by the enumeration of the same the scope and intent of the
foregoing or of any general description contained in this Twenty-seventh
Supplemental Indenture) all lands, real estate, easements, servitudes,
rights of way and leasehold and other interests in real estate; all rights
to the use or appropriation of water,
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flowage rights, water storage rights, flooding rights, and other rights
in respect of or relating to water; all plants for the generation of
electricity, power houses, dams, dam sites, reservoirs, flumes, raceways,
diversion works, head works, waterways, water works, water systems, gas
plants, steam heat plants, hot water plants, ice or refrigeration plants,
stations, substations, offices, buildings and other works and structures
and the equipment thereof and all improvements, extensions and additions
thereto; all generators, machinery, engines, turbines, boilers, dynamos,
transformers, motors, electric machines, switchboards, regulators, meters,
electrical and mechanical appliances, conduits, cables, pipes and mains;
all lines and systems for the transmission and distribution of electric
current, gas, steam heat or water for any purpose; all towers, mains,
pipes, poles, pole lines, conduits, cables, wires, switch racks,
insulators, compressors, pumps, fittings, valves and connections; all motor
vehicles and automobiles; all tools, implements, apparatus, furniture,
stores, supplies and equipment; all franchises (except the Company's
franchise to be a corporation), licenses, permits, rights, powers and
privileges; and (except as hereinafter or in the Mortgage, as supplemented,
expressly excepted) all the right, title and interest of the Company in and
to all other property of any kind or nature.
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the aforesaid
property or any part thereof, with the reversion and reversions, remainder and
remainders and (subject to the provisions of Section 57 of the Mortgage) the
tolls, rents, revenues, issues, earnings, income, product and profits thereof,
and all the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 87 of the Mortgage, all the property, rights, and
franchises acquired by the Company after the date hereof (except any
hereinbefore or hereinafter or in the Mortgage, as supplemented, expressly
excepted) shall be as fully embraced within the lien hereof and the lien of the
Mortgage, as supplemented, as if such property, rights and franchises were now
owned by the Company and were specifically described herein or in the Mortgage
and conveyed hereby or thereby.
PROVIDED THAT the following are not and are not intended to be
now or hereafter granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby
expressly excepted from the lien and operation of this Twenty-seventh
Supplemental Indenture and from the lien and operation of the Mortgage, as
supplemented, namely: (l) cash, shares of stock and obligations (including
bonds, notes and other securities) not hereafter specifically pledged, paid,
deposited or delivered under the Mortgage, as supplemented, or covenanted so to
be; (2) merchandise, equipment, materials or supplies held for the purpose of
sale in the usual course of business or for consumption in the operation of any
properties of the Company; (3) bills, notes and accounts receivable, and all
contracts, leases and operating agreements not specifically pledged under the
Mortgage, as supplemented, or this Twenty-seventh Supplemental Indenture or
covenanted so to be; (4) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; and (5) any
property heretofore released pursuant to any provisions of the Mortgage, as
supplemented, and not heretofore disposed of by the Company; provided, however,
that the property and rights expressly excepted from the lien and operation of
this Twenty-seventh Supplemental Indenture and from the lien and operation of
the Mortgage, as supplemented, in the above subdivisions (2) and (3) shall (to
the extent permitted by law) cease to be so excepted in the event that the
Trustee or a receiver or trustee shall enter upon and take possession of the
Mortgaged and Pledged Property in the manner provided in Article XII of the
Mortgage by reason of the occurrence of a Completed Default as defined in said
Article XII.
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TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over or confirmed by the Company as aforesaid, or
intended so to be, unto the Trustee, and its successors, heirs and assigns
forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the same
terms, trusts and conditions and subject to and with the same provisos and
covenants as set forth in the Mortgage, as supplemented, this Twenty-seventh
Supplemental Indenture being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Mortgage, as
supplemented, shall affect and apply to the property hereinbefore described and
conveyed, and to the estates, rights, obligations and duties of the Company and
the Trustee and the beneficiaries of the trust with respect to said property,
and to the Trustee and its successors in the trust, in the same manner and with
the same effect as if the said property had been owned by the Company at the
time of the execution of the Mortgage, and had been specifically and at length
described in and conveyed to said Trustee by the Mortgage as a part of the
property therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustee and its successor or successors in such trust under the Mortgage, as
follows:
ARTICLE I
TWENTY-FIFTH SERIES OF BONDS
SECTION 1. (I) There shall be a series of bonds designated
"Secured Medium-Term Notes, Series B (being a series of First Mortgage Bonds)"
(herein sometimes referred to as the "Twenty-fifth Series"), each of which
shall also bear the descriptive title First Mortgage Bond, and the form
thereof, which shall be established by Resolution of the Board of Directors of
the Company, shall contain suitable provisions with respect to the matters
hereinafter in this Section specified. Bonds of the Twenty-fifth Series shall
be issued as fully registered bonds in denominations of One Hundred Thousand
Dollars and, at the option of the Company, any amount in excess thereof which
is an integral multiple of Ten Thousand Dollars (the exercise of such option to
be evidenced by the execution and delivery thereof) and shall be dated as in
Section 10 of the Mortgage provided. Each bond of the Twenty-fifth Series
shall (a) be issued in such principal amount, (b) mature on such date (with
respect to each such bond the "Stated Maturity Date") not less than nine months
nor more than 40 years from its Original Issue Date (as defined below), (c)
bear interest at such rate, computed on the basis of a 360-day year consisting
of twelve 30-day months, payable semi-annually on January 1 and July 1 in each
year, commencing July 1, 1994 (each such date being hereinafter called an
"Interest Payment Date") and at Maturity (as hereinafter defined) and (d) have
such other terms and provisions, all as shall be specified by the Company in a
written order, or orders, executed by the Chairman of the Board, the President,
any Vice President, the Treasurer or any Assistant Treasurer of the Company,
delivered to the Trustee referring to the bonds of the Twenty-fifth Series
(each such written order being hereinafter sometimes referred to as a "Company
Order"), such specification by such an officer of the Company having been
heretofore authorized in a Resolution filed with the Trustee referring to this
Twenty-seventh Supplemental Indenture. Each bond of the Twenty-fifth Series
shall bear interest from its Original Issue Date, if the date of such bond is
prior to the first Interest Payment Date after such Original Issue Date, or, if
the date of such Bond is after such first Interest Payment Date, from the
Interest Payment Date next preceding the date of such bond. The principal of
and premium, if any, and interest on each bond of the Twenty-fifth Series
payable at Maturity shall be
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payable upon presentation thereof at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in such coin or currency as at the
time of payment is legal tender for public and private debts. The interest on
each bond of the Twenty- fifth Series (other than interest payable at Maturity)
shall be payable by check, in similar coin or currency, mailed to the
registered owner thereof as of the close of business on December 15 or June 15,
as the case may be, next preceding each Interest Payment Date (each such date
being herein called a "Record Date"); provided, however, that if such
registered owner shall be a securities depository, such payment may be made by
such other means in lieu of check as shall be agreed upon by the Company, the
Trustee and such registered owner. Notwithstanding the foregoing, if the
Original Issue Date of a bond of the Twenty-fifth Series is after a Record Date
and before the corresponding Interest Payment Date, the first payment of
interest on such bond shall be made on the next succeeding Interest Payment
Date to the person in whose name such bond was registered on the Record Date
with respect to such next succeeding Interest Payment Date. Interest payable
at Maturity shall be paid to the person to whom principal shall be paid.
As used herein, the term "Original Issue Date" shall mean,
with respect to any bond of the Twenty-fifth Series, the date of authentication
and delivery hereunder of such bond, or, in the case of any particular bond
which has been authenticated and delivered upon the registration of transfer or
exchange of, or in substitution for, another bond, the date of the original
authentication and delivery hereunder of the first bond authenticated and
delivered hereunder representing all or a portion of the same obligation as
that evidenced by such particular bond; and the term "Maturity" shall mean,
with respect to any bond of the Twenty-fifth Series, the date on which the
principal of such bond becomes due and payable, whether on the Stated Maturity
Date, upon redemption or otherwise.
(II) Bonds of the Twenty-fifth Series may be redeemable in
whole at any time, or in part from time to time, prior to the respective Stated
Maturity Dates thereof, either at the option of the Company or by the
application (either at the option of the Company or pursuant to the
requirements of the Mortgage) of cash deposited with the Trustee pursuant to
the provisions of Section 38, Section 39 or Section 64 of the Mortgage or with
the Proceeds of Released Property, upon notice mailed as provided in Section 52
of the Mortgage, to such extent, at such times, at such prices and upon such
terms and conditions, if any, as shall be specified in one or more Company
Orders delivered to the Trustee.
(III) At the option of the registered owner, any bonds of the
Twenty-fifth Series, upon surrender thereof for cancellation at the office or
agency of the Company in the Borough of Manhattan, The City of New York, shall
be exchangeable for a like aggregate principal amount of bonds of the same
series of other authorized denominations which have the same Original Issue
Date, Stated Maturity Date, redemption provisions, if any, and which bear
interest at the same rate.
Bonds of the Twenty-fifth Series shall be transferable, upon
the surrender thereof for cancellation, together with a written instrument of
transfer in form approved by the registrar duly executed by the registered
owner or by his duly authorized attorney, at the office or agency of the
Company in the Borough of Manhattan, The City of New York.
Upon any exchange or transfer of bonds of the Twenty-fifth
Series, the Company may make a charge therefor sufficient to reimburse it for
any tax or taxes or other governmental charge, as provided in Section 12 of the
Mortgage, but the Company hereby waives any right to make a charge in addition
thereto for any exchange or transfer of bonds of the Twenty-fifth Series;
provided, however, that the Company shall not be required to make any transfer
or exchange of any bonds of the Twenty-fifth Series for a period of 10 days
next preceding any selection of such bonds for redemption, nor shall it be
required to make transfers or exchanges of any bonds of the Twenty-fifth Series
which shall have been selected for redemption in whole or in part or as to
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which the Company shall have received a notice for the redemption thereof in
whole or in part at the option of the registered owner.
Upon the delivery of this Twenty-seventh Supplemental
Indenture, bonds of the Twenty-fifth Series in an aggregate principal amount
initially not to exceed $250,000,000 are to be issued from time to time, and
upon issuance and delivery, will be Outstanding, in addition to (a)
$318,700,000 aggregate principal amount of bonds of prior series Outstanding at
the date of delivery of this Twenty-seventh Supplemental Indenture and (b)
$25,000,000 aggregate principal amount of bonds of the Twenty-fourth Series
remaining to be issued from time to time, out of $250,000,000 in aggregate
principal amount initially authorized.
ARTICLE II
SECTION 2. The Company reserves the right, subject to
appropriate corporate action, but without any consent or other action by
holders of bonds of the Twenty-fifth Series, to make such amendments to the
Mortgage as shall be necessary in order to make any or all of the amendments to
the Mortgage set forth in paragraphs (1), (2), (3), (4), (5), (6) and (8) of
Exhibit C to the Twenty-sixth Supplemental Indenture, dated as of April 1,
1993.
The Company confirms its reservation, contained in Article III
of the Fourteenth Supplemental Indenture, dated as of April 1, 1970, of the
right, subject to appropriate corporate action but without any consent or other
action by holders of bonds of the Twelfth Series (as defined therein), or of
any subsequently created series, to make such amendments to the Mortgage as
shall be necessary in order to amend Article XVIII of the Mortgage to read as
set forth in said Article III of said Fourteenth Supplemental Indenture. In
addition, the Company hereby reserves the right, subject to appropriate
corporate action but without any consent or other action by holders of bonds of
the Twenty-fifth Series, to make such amendments to the Mortgage as shall be
necessary in order to make the amendments to the Mortgage set forth in
paragraph (7) of Exhibit C to the Twenty-sixth Supplemental Indenture.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3. The terms defined in the Mortgage, as
supplemented, shall, for all purposes of this Twenty-seventh Supplemental
Indenture, have the meanings specified in the Mortgage, as supplemented.
SECTION 4. The Trustee hereby accepts the trusts hereby
declared, provided, created or supplemented and agrees to perform the same upon
the terms and conditions herein and in the Mortgage, as supplemented, set
forth, including the following:
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Twenty-seventh
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made by the Company solely. Each and every term and
condition contained in Article XVI of the Mortgage, as supplemented, shall
apply to and form part of this Twenty-seventh Supplemental Indenture with the
same force and effect as if the same were herein set forth in full, with such
omissions, variations and insertions, if any, as may be appropriate to make the
same conform to the provisions of this Twenty-seventh Supplemental Indenture.
SECTION 5. Whenever in this Twenty-seventh Supplemental
Indenture either of the parties hereto is named or referred to, this shall,
subject to the provisions of Articles XV and
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XVI of the Mortgage, as supplemented, be deemed to include the successors and
assigns of such party, and all the covenants and agreements in this
Twenty-seventh Supplemental Indenture contained by or on behalf of the Company,
or by or on behalf of the Trustee, or either of them, shall, subject as
aforesaid, bind and inure to the respective benefits of the respective
successors and assigns of such parties, whether so expressed or not.
SECTION 6. Nothing in this Twenty-seventh Supplemental
Indenture, expressed or implied, is intended, or shall be construed, to confer
upon, or to give to, any person, firm or corporation, other than the parties
hereto and the holders of the bonds and coupons Outstanding under the Mortgage,
any right, remedy or claim under or by reason of this Twenty-seventh
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises and
agreements in this Twenty-seventh Supplemental Indenture contained by or on
behalf of the Company shall be for the sole and exclusive benefit of the
parties hereto, and of the holders of the bonds and of the coupons Outstanding
under the Mortgage.
SECTION 7. This Twenty-seventh Supplemental Indenture shall
be executed in several counterparts, each of which shall be an original and all
of which shall constitute but one and the same instrument.
SECTION 8. The titles of the several Articles of this
Twenty-seventh Supplemental Indenture shall not be deemed to be any part
thereof.
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IN WITNESS WHEREOF, on the 14th day of January 1994, THE
WASHINGTON WATER POWER COMPANY has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by its President or one of
its Vice Presidents, and its corporate seal to be attested by its Corporate
Secretary or one of its Assistant Corporate Secretaries for and in its behalf,
all in The City of Spokane, Washington, as of the day and year first above
written; and on the 18th day of January 1994, CITIBANK, N.A., has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by its President or one of its Vice Presidents or one of its Senior
Trust Officers or one of its Trust Officers and its corporate seal to be
attested by one of its Vice Presidents or one of its Trust Officers, all in The
City of New York, New York, as of the day and year first above written.
THE WASHINGTON WATER POWER COMPANY
By /s/ J.E. Eliassen
------------------------------
Vice President
Attest:
[Corporate Seal]
/s/ T.L. Syms
- --------------------------------
Corporate Secretary
Executed, sealed and delivered
by THE WASHINGTON WATER
POWER COMPANY, in the
presence of:
/s/ Diane C. Thoren
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/s/ Phillip G. Robinson
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CITIBANK, N.A., AS TRUSTEE
By /s/ Timothy D. Finnegan
---------------------------
Vice President
Attest:
/s/ Robert Kirchner
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Vice President
Executed, sealed and delivered
by CITIBANK, N.A., in
the presence of:
/s/ J. Berger
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[Corporate Seal]
/s/ Nancy Forte
- --------------------------------
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STATE OF WASHINGTON )
) ss.:
COUNTY OF SPOKANE )
On the 14th day of January 1994, before me personally appeared
J. E. Eliassen, to me known to be a Vice President of THE WASHINGTON POWER
COMPANY, one of the corporations that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said Corporation for the uses and purposes therein mentioned and on
oath stated that he was authorized to execute said instrument and that the seal
affixed is the corporate seal of said Corporation.
On the 14th day of January 1994, before me, Sherri M. Lemon, a
Notary Public in and for the State and County aforesaid, personally appeared J.
E. Eliassen, known to me to be a Vice President of THE WASHINGTON WATER POWER
COMPANY, one of the corporations that executed the within and foregoing
instrument and acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
[Notarial Seal} /s/ Sherri M. Lemon
---------------------
Notary Public
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 18th day of January 1994, before me personally appeared
Timothy D. Finnegan, to me known to be a Vice President of CITIBANK, N.A., one
of the corporations that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said
Corporation for the uses and purposes therein mentioned and on oath stated that
he was authorized to execute said instrument and that the seal affixed is the
corporate seal of said Corporation.
On the 18th day of January 1994, before me, Peter Pavlyshin, a
Notary Public in and for the State and County aforesaid, personally appeared
Timothy D. Finnegan, known to me to be a Vice President of CITIBANK, N.A., one
of the corporations that executed the within and foregoing instrument and
acknowledged to me that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.
/s/ Peter Pavlyshin
-----------------------------
Notary Public
[Notarial Seal]
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EXHIBIT A
MORTGAGE, SUPPLEMENTAL INDENTURES
AND SERIES OF BONDS
MORTGAGE OR PRINCIPAL PRINCIPAL
SUPPLEMENTAL AMOUNT AMOUNT
INDENTURE DATED AS OF SERIES ISSUED OUTSTANDING
------------ ----------- ------ --------- -----------
Original June 1, 1939 3-1/2% Series due 1964 $22,000,000 None
First October 1, 1952 3-3/4% Series due 1982 30,000,000 None
Second May 1, 1953 3-7/8% Series due 1983 10,000,000 None
Third December 1, 1955 None
Fourth March 15, 1957 None
Fifth July 1, 1957 4-7/8% Series due 1987 30,000,000 None
Sixth January 1, 1958 4-1/8% Series due 1988 20,000,000 None
Seventh August 1, 1958 4-3/8% Series due 1988 15,000,000 None
Eighth January 1, 1959 4-3/4% Series due 1989 15,000,000 None
Ninth January 1, 1960 5-3/8% Series due 1990 10,000,000 None
Tenth April 1, 1964 4-5/8% Series due 1994 30,000,000 None
Eleventh March 1,1965 4-5/8% Series due 1995 10,000,000 $10,000,000
Twelfth May 1, 1966 None
Thirteenth August 1, 1966 6 % Series due 1996 20,000,000 None
Fourteenth April 1, 1970 9-1/4% Series due 2000 20,000,000 None
Fifteenth May 1, 1973 7-7/8% Series due 2003 20,000,000 None
Sixteenth February 1, 1975 9-3/8% Series due 2005 25,000,000 None
Seventeenth November 1, 1976 8-3/4% Series due 2006 30,000,000 None
Eighteenth June 1, 1980 None
Nineteenth January 1, 1981 14-1/8% Series due 1991 40,000,000 None
Twentieth August 1, 1982 15-3/4% Series due 1990-1992 60,000,000 None
Twenty-First September 1, 1983 13-1/2% Series due 2013 60,000,000 None
Twenty-Second March 1, 1984 13-1/4% Series due 1994 60,000,000 None
Twenty-Third December 1, 1986 9-1/4% Series due 2016 80,000,000 None
Twenty-Fourth January 1, 1988 10-3/8% Series due 2018 50,000,000 None
Twenty-Fifth October 1, 1989 7-1/8% Series due 2013 66,700,000 66,700,000
Twenty-Fifth October 1, 1989 7-2/5% Series due 2016 17,000,000 17,000,000
Twenty-Sixth April 1, 1993 Secured Medium-Term Notes, 225,000,000 225,000,000
Series A ($250,000,000 authorized)
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EXHIBIT B
FILING AND RECORDING OF
TWENTY-SIXTH SUPPLEMENTAL INDENTURE
FILING IN STATE OFFICES
FINANCING STATEMENT
STATE OFFICE OF DATE DOCUMENT NUMBER
----- --------- ---- -------------------
Washington Secretary of State 5/10/93 93-130-0906
California Secretary of State 6/01/93 93110565
Idaho Secretary of State 5/13/93 B-562850
Montana Secretary of State 5/10/93 405564
Oregon Secretary of State 5/12/93 R-55108
RECORDING IN COUNTY OFFICES
REAL ESTATE MORTGAGE RECORDS
FINANCING
STATEMENT
DOCUMENT DOCUMENT
COUNTY OFFICE OF DATE NUMBER BOOK PAGE NUMBER
- ------ --------- ---- --------- ---- ---- ---------
Washington
- ----------
Adams Auditor 05/10/93 230642 200 194-222 N/A
Asotin Auditor 05/11/93 201765 N/A N/A N/A
Benton Auditor 05/10/93 93-12808 579 2877-2905 N/A
Douglas Auditor 05/10/93 284907 M366 679-706 N/A
Ferry Auditor 05/10/93 224117 N/A N/A N/A
Franklin Auditor 05/10/93 497840 319 337-365 N/A
Garfield Auditor 05/10/93 1805 N/A N/A N/A
Grant Auditor 05/10/93 930510046 28 2378-2406 N/A
Grays Harbor Auditor 05/10/93 930511047 93 13731-13758 N/A
Klickitat Auditor 05/11/93 234486 296 113-141 N/A
Lewis Auditor 05/10/93 9306166 549 257-285 N/A
Lincoln Auditor 05/10/93 392504 62 881-909 N/A
Pend Oreille Auditor 05/10/93 216971 103 97-125 N/A
Skamania Auditor 05/10/93 116196 135 186-214 N/A
Spokane Auditor 05/10/93 9305100252 1426 1656-1684 N/A
Stevens Auditor 05/10/93 9304767 169 2026-2055 N/A
Thurston Auditor 05/10/93 9305100250 2089 596-624 N/A
Whitman Auditor 05/11/93 559038 N/A N/A N/A
California
- ----------
El Dorado Recorder 05/10/93 27188 4015 542-570 N/A
Idaho
- -----
Benewah Recorder 05/10/93 0192504 N/A N/A N/A
Bonner Recorder 05/10/93 0424363 N/A N/A N/A
Boundary Recorder 05/10/93 0169906 89 31 N/A
Clearwater Recorder 05/10/93 162305 N/A N/A N/A
Idaho Recorder 05/10/93 368597 N/A N/A N/A
Kootenai Recorder 05/10/93 1303716 N/A N/A N/A
Latah Recorder 05/10/93 396143 N/A N/A N/A
Lewis Recorder 05/10/93 114673 N/A N/A N/A
Nez Perce Recorder 05/10/93 572374 N/A N/A N/A
14
-14-
Idaho (continued)
- -----------------
Shoshone Recorder 05/10/93 356944 N/A N/A N/A
- -------- -------- -------- ------ --- --- ---
Montana
- -------
Big Horn Clerk & 05/11/93 306364 22 501-529
Recorder
Broadwater Clerk & 05/10/93 126347 26 271-299 N/A
Recorder
Golden Valley Clerk & 05/10/93 71754 M 6872-6900 N/A
Recorder
Meagher Clerk & 05/10/93 101791 F37 648-676 N/A
Recorder
Mineral Clerk & 05/10/93 76552 Drawer 2 Cards 3829- N/A
Recorder 3829C
Rosebud Clerk & 05/11/93 72450 80 882-910 N/A
Recorder
Sanders Clerk & 05/10/93 208435 Micro No. N/A N/A
Recorder 6533
Stillwater Clerk & 05/10/93 270426 115 371-399 N/A
Recorder
Treasure Clerk & 05/10/93 73710 12 948-976 N/A
Recorder
Wheatland Clerk & 05/10/93 95004 M 7936-7964 N/A
Recorder
Yellowstone Clerk & 05/10/93 1683443 1396 369-398 N/A
Recorder
Oregon
- ------
Douglas Recorder 05/10/93 93-09638 1234 245-273 N/A
Jackson Recorder 05/11/93 93-15010
Josephine Recorder 05/11/93 93-08763 157 1201-1229 N/A
Klamath Recorder 05/11/93 61299 M-93 10486-10514 N/A
Union Recorder 05/10/93 147136 N/A N/A N/A