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PACIFICORP
(AN OREGON CORPORATION)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(A NEW YORK CORPORATION)
WHICH HEREIN RESIGNS AS TRUSTEE
AND
CHEMICAL BANK
(A NEW YORK CORPORATION)
HEREIN BECOMING SUCCESSOR TRUSTEE TO
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
AS TRUSTEE UNDER PACIFICORP'S
MORTGAGE AND DEED OF TRUST,
DATED AS OF JANUARY 9, 1989
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TENTH SUPPLEMENTAL INDENTURE
DATED AS OF AUGUST 1, 1994
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THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
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TENTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of August, 1994, made and entered
into by and among (a) PACIFICORP, a corporation of the State of Oregon, whose
address is 700 NE Multnomah, Portland, Oregon 97232 (hereinafter sometimes
called the "Company"), (b) MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York
corporation, whose address is 60 Wall Street, New York, New York 10260 (the
"Resigning Trustee"), and (c) CHEMICAL BANK, a New York corporation whose
address is 450 West 33rd Street, New York, New York 10001 (the "Successor
Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as of January
9, 1989, as heretofore amended and supplemented (hereinafter called the
"Mortgage"), is executed and delivered by PacifiCorp in accordance with the
provisions of the Mortgage, this indenture (hereinafter called the "Tenth
Supplemental Indenture") being supplemental thereto.
WHEREAS, the Mortgage was or is to be recorded in the official records of
the States of Arizona, California, Colorado, Idaho, Montana, New Mexico, Oregon,
Utah, Washington and Wyoming and various counties within such states, which
counties include or will include all counties in which this Tenth Supplemental
Indenture is to be recorded; and
WHEREAS, by the Mortgage the Company covenanted that it would execute and
deliver such supplemental indenture or indentures and 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, made or constructed and intended to
be subject to the Lien thereof; and
WHEREAS, in addition to the property described in the Mortgage, the Company
has acquired certain other property, rights and interests in property; and
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WHEREAS, the Company has executed, delivered, recorded and filed
Supplemental Indentures as follows:
DATED AS OF
-------------------------
First March 31, 1989
Second December 29, 1989
Third March 31, 1991
Fourth December 31, 1991
Fifth March 15, 1992
Sixth July 31, 1992
Seventh March 15, 1993
Eighth November 1, 1993;
Ninth June 1, 1994;
and
WHEREAS, the Company has heretofore issued, in accordance with the
provisions of the Mortgage, bonds entitled and designated First Mortgage and
Collateral Trust Bonds, of the series and in the principal amounts as follows:
AGGREGATE AGGREGATE
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
SERIES DUE DATE ISSUED OUTSTANDING
------------------------ ----------- ----------------- -----------------
First --10.45% 1/9/90 $ 500,000 0
Second --Medium-Term Notes, various 250,000,000 $ 240,000,000
Series A
Third --Medium-Term Notes, various 200,000,000 175,000,000
Series B
Fourth --Medium-Term Notes, various 300,000,000 289,428,781
Series C
Fifth --Medium-Term Notes, various 250,000,000 250,000,000
Series D
Sixth --C-U various 250,432,000 236,471,000
Seventh --Medium-Term Notes, various 500,000,000 500,000,000
Series E
Eighth --6 3/4% 4/1/2005 150,000,000 150,000,000
Ninth --Medium-Term Notes, various 480,000,000 480,000,000
Series F
Tenth --E-L various 71,200,000 71,200,000
Eleventh --Medium-Term Notes, various 0 0;
Series G
and
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WHEREAS, Section 2.03 of the Mortgage provides that the form or forms, terms
and conditions of and other matters not inconsistent with the provisions of the
Mortgage, in connection with each series of bonds (other than the First Series)
issued thereunder, shall be established in or pursuant to one or more
Resolutions and/or shall be established in one or more indentures supplemental
to the Mortgage, prior to the initial issuance of bonds of such series; and
WHEREAS, Section 22.04 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, 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, restrictions or provisions
for the benefit of any one or more series of bonds issued thereunder and provide
that a breach thereof shall be equivalent to a Default under the Mortgage, or
the Company may cure any ambiguity contained therein, or in any supplemental
indenture, or may (in lieu of establishment in or pursuant to Resolution in
accordance with Section 2.03 of the Mortgage) establish the forms, terms and
provisions of any series of bonds other than said First Series, by an instrument
in writing executed by the Company; and
WHEREAS, the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 22.04 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage certain other covenants and
agreements to be observed by it; and
WHEREAS, the execution and delivery by the Company of this Tenth
Supplemental Indenture, and the terms of the bonds of the Twelfth series herein
referred to, have been duly authorized by the Board of Directors in or pursuant
to appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That PACIFICORP, an Oregon corporation, in consideration of the premises and
of good and valuable consideration to it duly paid by the Trustee at or before
the ensealing and delivery of these presents, the
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receipt and sufficiency whereof is hereby acknowledged, and in order 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, according to their tenor and
effect and the performance of all 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 mortgages, pledges and grants a security
interest in (subject, however, to Excepted Encumbrances as defined in Section
1.06 of the Mortgage), unto Chemical Bank, as Trustee, and to its successor or
successors in said trust, and to said Trustee and its successors and assigns
forever, all properties of the Company real, personal and mixed, owned by the
Company as of the date of the Mortgage and acquired by the Company after the
date of the Mortgage, subject to the provisions of Section 18.03 of the
Mortgage, of any kind or nature (except any herein or in the Mortgage expressly
excepted), now owned or, subject to the provisions of Section 18.03 of the
Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and wheresoever situated,
including the properties described in Articles V and VI hereof, and including
(without limitation) all real estate, lands, easements, servitudes, licenses,
permits, franchises, privileges, rights of way and other rights in or relating
to real estate or the occupancy of the same; all power sites, flowage rights,
water rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites,
aqueducts, and all other rights or means for appropriating, conveying, storing
and supplying water; all rights of way and roads; all plants for the generation
of electricity and other forms of energy (whether now known or hereafter
developed) by steam, water, sunlight, chemical processes and/or (without
limitation) all other sources of power (whether now known or hereafter
developed); all power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto; all telephone, radio, television and other
communications, image and data transmission systems, air-conditioning systems
and equipment incidental thereto, water wheels, water works, water systems,
steam and hot water plants, substations, lines, service and supply systems,
bridges, culverts, tracks, ice or
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refrigeration plants and equipment, offices, buildings and other structures and
the equipment thereof; all machinery, engines, boilers, dynamos, turbines,
electric, gas and other machines, prime movers, regulators, meters,
transformers, generators (including, but not limited to, engine-driven
generators and turbogenerator units), motors, electrical, gas and mechanical
appliances, conduits, cables, water, steam, gas or other pipes, gas mains and
pipes, service pipes, fittings, valves and connections, pole and transmission
lines, towers, overhead conductors and devices, underground conduits,
underground conductors and devices, wires, cables, tools, implements, apparatus,
storage battery equipment and all other fixtures and personalty; all municipal
and other franchises, consents or permits; all lines for the transmission and
distribution of electric current and other forms of energy, gas, steam, water or
communications, images and data for any purpose including towers, poles, wires,
cables, pipes, conduits, ducts and all apparatus for use in connection therewith
and (except as herein or in the Mortgage expressly excepted) all the right,
title and interest of the Company in and to all other property of any kind or
nature appertaining to and/or used and/or occupied and/or enjoyed in connection
with any property hereinbefore described;
TOGETHER WITH all and singular the tenements, hereditaments, prescriptions,
servitudes 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 13.01 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 18.03 of the Mortgage, all the property, rights and franchises acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) after the date hereof, except any herein or in the
Mortgage expressly excepted, shall be and are as fully mortgaged and pledged
hereby and as fully embraced within the Lien of
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the Mortgage as if such property, rights and franchises were now owned by the
Company and were specifically described herein or in the Mortgage and mortgaged
hereby or thereby.
PROVIDED THAT the following are not and are not intended to be now or
hereafter mortgaged or pledged hereunder, nor is a security interest therein
hereby granted or intended to be granted, and the same are hereby expressly
excepted from the Lien and operation of the Mortgage, namely: (1) cash, shares
of stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, apparatus, materials or
supplies held for the purpose of sale or other disposition in the usual course
of business or for the purpose of repairing or replacing (in whole or part) any
rolling stock, buses, motor coaches, automobiles or other vehicles or aircraft
or boats, ships or other vessels, and any fuel, oil and similar materials and
supplies consumable in the operation of any of the properties of the Company;
rolling stock, buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all crops (both growing and
harvested), timber (both growing and harvested), minerals (both in place and
severed), and mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general intangibles and
choses in action, and all contracts, leases and operating agreements not
specifically pledged under the Mortgage or covenanted so to be; (4) the last day
of the term of any lease or leasehold which may be or become subject to the Lien
of the Mortgage; (5) electric energy, gas, water, steam, ice and other
materials, forms of energy or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the ordinary course of
its business; (6) any natural gas wells or natural gas leases or natural gas
transportation lines or other works or property used primarily and principally
in the production of natural gas or its transportation, primarily for the
purpose of sale to natural gas customers or to a natural gas distribution or
pipeline company, up to the point of connection with any distribution system;
(7) the Company's franchise to be a corporation; (8) any interest (as lessee,
owner or otherwise) in the Wyodak Facility, including, without limitation, any
equipment, parts, improvements, substitutions, replacements or other
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property relating thereto; (9) all properties that PacifiCorp, a Maine
corporation, and/or Utah Power & Light Company, a Utah corporation, had
contracted to dispose of and that had been released from the liens of the
Pacific Mortgage and the Utah Mortgage, respectively, prior to January 9, 1989,
but title to which properties had not passed to the grantee(s) thereof as of
said date; and (10) any property heretofore released pursuant to any provision
of the Mortgage and not heretofore disposed of by the Company; provided,
however, that the property and rights expressly excepted from the Lien and
operation of the Mortgage in the above subdivisions (2) and (3) shall (to the
extent permitted by law) cease to be so excepted in the event and as of the date
that the Trustee or a receiver for the Trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner provided in
Article XV of the Mortgage by reason of the occurrence of a Default;
AND PROVIDED FURTHER, that as to any property of the Company that, pursuant
to the after-acquired property provisions thereof, is now or hereafter becomes
subject to the lien of a mortgage, deed of trust or similar indenture that is
now or may in accordance with the Mortgage hereafter become designated as a
Class "A" Mortgage, the Lien hereof shall at all times be junior and subordinate
to the lien of such Class "A" Mortgage;
TO HAVE AND TO HOLD all such properties, real, personal and mixed, mortgaged
and pledged, or in which a security interest has been granted by the Company as
aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as
defined in Section 1.06 of the Mortgage), unto Chemical Bank, as Trustee, and
its successors 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 are
set forth in the Mortgage, this Tenth 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 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
8
property, and to the Trustee and its successor or 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
REGARDING THE RESIGNATION OF THE RESIGNING TRUSTEE AND
APPOINTMENT OF SUCCESSOR TRUSTEE
SECTION 1.01. Morgan Guaranty Trust Company of New York hereby gives written
notice to the Company that it hereby resigns as Trustee under the Mortgage, such
resignation to take effect as of September 1, 1994.
SECTION 1.02. Pursuant to Section 19.15 of the Mortgage, and by order of its
Board of Directors, the Company hereby accepts the foregoing resignation and
appoints Chemical Bank as Successor Trustee under the Mortgage, effective as of
September 1, 1994. By execution hereof Chemical Bank hereby acknowledges its
acceptance of its appointment by the Company as Successor Trustee under the
Mortgage.
SECTION 1.03. The Resigning Trustee hereby conveys, assigns and transfers to
the Successor Trustee, and its successors and assigns, upon the trusts expressed
in the Mortgage (as amended hereby), all rights, title, powers and trusts of the
Resigning Trustee under and pursuant to the Mortgage and all property and money
held by the Resigning Trustee under the Mortgage. The Resigning Trustee and the
Company agree, upon request of the Successor Trustee, to execute, acknowledge
and deliver such further instruments of conveyance and further assurances and to
do such other things as may reasonably be required for more fully and certainly
vesting in and confirming to the Successor Trustee such rights, title, powers
and trusts.
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ARTICLE II
TWELFTH SERIES OF BONDS
SECTION 2.01. There shall be a series of bonds designated "Series 1994-1
Bonds" (herein sometimes referred to as the Twelfth Series), each of which shall
also bear the descriptive title "First Mortgage and Collateral Trust Bond," and
the form thereof, which shall be established by or pursuant to a Resolution,
shall contain suitable provisions with respect to the matters hereinafter in
this Section specified.
(I) Bonds of the Twelfth Series shall mature on such date or dates
not more than 30 years from the date of issue as shall be set forth in or
determined in accordance with a Resolution filed with the Trustee and, unless
otherwise established by or pursuant to a Resolution, shall be issued as fully
registered bonds in the denomination of Five Thousand Dollars and, at the option
of the Company, of any multiple or multiples of Five Thousand Dollars (the
exercise of such option to be evidenced by the execution and delivery thereof).
(II) Bonds of the Twelfth Series shall bear interest at such rate or
rates (which may either be fixed or variable), payable on such dates, and have
such other terms and provisions not inconsistent with the Mortgage as may be set
forth in or determined in accordance with a Resolution filed with the Trustee.
Bonds of the Twelfth Series shall be dated and shall accrue interest as provided
in Section 2.06 of the Mortgage.
(III) The principal of and interest on each bond of the Twelfth
Series shall be payable at the office or agency of the Company 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 public and private
debts or in such other currency or currency unit as shall be determined by or in
accordance with a Resolution filed with the Trustee.
(IV) Each bond of the Twelfth Series may be redeemable prior to
maturity at the option of the Company, as determined by or in accordance with a
Resolution filed with the Trustee.
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(V) Each bond of the Twelfth Series may be subject to the obligation
of the Company to redeem such bond, as determined by or in accordance with a
Resolution filed with the Trustee.
(VI) Each bond of the Twelfth Series may have such other terms as
are not inconsistent with Section 2.03 of the Mortgage, including, without
limitation, terms and conditions regarding interest rates and the payment
thereof, place or places for payment, exchange privileges, rights with respect
to redemption, prepayment or purchase, and default provisions, and as may be
determined by or in accordance with a Resolution filed with the Trustee.
(VII) At the option of the registered owner, any bonds of the Twelfth
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.
(VIII) Bonds of the Twelfth Series shall be transferable, subject to any
restrictions thereon set forth in any such bond of the Twelfth Series, upon the
surrender therefor 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 transfer or exchange of
bonds of the Twelfth Series, the Company may make a charge therefor sufficient
to reimburse it for any tax or taxes or other government charge, as provided in
Section 2.08 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 Twelfth
Series.
(IX) After the execution and delivery of this Tenth Supplemental
Indenture and upon compliance with the applicable provisions of the Mortgage and
this Tenth Supplemental Indenture, it is contemplated that there shall be an
issue of bonds of the Twelfth Series in an aggregate principal amount not to
exceed Two Hundred Twenty-Five Million Dollars ($225,000,000). Bonds of the
Twelfth Series shall be issued pro rata on the basis of Class "A" Bonds of the
Fifty-eighth Series, designated "First Mortgage Bond Series 1994-1," issued
under each of the Utah
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Mortgage and the Pacific Mortgage and delivered to the Trustee. The claim of the
registered owner of any such Class "A" Bond shall be limited to the principal
amount of the bonds of the Twelfth Series issued and Outstanding on the basis of
such Class "A" Bond.
(X) Upon receipt by the Trustee from time to time of a written
request or requests (stating that the Trustee holds an aggregate principal
amount of Class "A" Bonds of the Fifty-eighth Series, designated "First Mortgage
Bond Series 1994-1," issued under the Utah Mortgage and the Pacific Mortgage
which exceeds the principal amount of bonds of the Twelfth Series then
Outstanding and stating the amount of such excess and the principal amount of
any such Class "A" Bonds to be cancelled) executed by an Authorized Executive
Officer of the Company, the Trustee shall return to the corporate trustee under
the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case
may be, for cancellation, a principal amount of Class "A" Bonds issued in the
name of and held by the Trustee with respect to bonds of the Twelfth Series not
to exceed the excess of the principal amount of such Class "A" Bonds then so
held over the principal amount of bonds of the Twelfth Series then Outstanding.
Upon cancellation of any such principal amount of Class "A" Bonds, the Trustee
shall receive from the corporate trustee under the Utah Mortgage or corporate
trustee under the Pacific Mortgage, as the case may be, a Class "A" Bond in the
principal amount not so cancelled.
ARTICLE III
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS REGARDING PROPERTIES EXCEPTED
FROM LIEN OF MORTGAGE
SECTION 3.01. The Company reserves the right, without any consent or other
action by holders of bonds of the Eighth Series, or any other series of bonds
subsequently created under the Mortgage (including the bonds of the Twelfth
Series), to make such amendments to the Mortgage, as heretofore amended and
supplemented, as shall be necessary in order to amend the first proviso to the
granting clause of the Mortgage, which proviso sets forth the properties
excepted from the Lien of the Mortgage, to add a new exception (10) which shall
read as follows:
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"(10) allowances allocated to steam-electric generating plants owned by
the Company or in which the Company has interests, pursuant to Title IV of
the Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15, 1990, 104
Stat. 2399, 42 USC 7651, et seq., as now in effect or as hereafter
supplemented or amended."
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01. The right, if any, of the Company to assert the defense of
usury against a holder or holders of bonds of the Twelfth Series or any
subsequent series shall be determined only under the laws of the State of New
York.
SECTION 4.02. The terms defined in the Mortgage shall, for all purposes of
this Tenth Supplemental Indenture, have the meanings specified in the Mortgage.
SECTION 4.03. 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 hereby 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 Tenth 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 XIX of the Mortgage shall apply to and form part of this Tenth
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 Tenth
Supplemental Indenture.
SECTION 4.04. Whenever in this Tenth Supplemental Indenture either of the
Company or the Trustee is named or referred to, this shall, subject to the
provisions of Articles XVIII and XIX of the Mortgage, be deemed to include the
successors and assigns of such party, and all the
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covenants and agreements in this Tenth Supplemental Indenture contained by or on
behalf of the Company, or by or on behalf of the Trustee, 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 4.05. Nothing in this Tenth 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 Tenth Supplemental Indenture or any covenant,
condition, stipulation, promise or agreement hereof, and all the covenants,
conditions, stipulations, promises and agreements in this Tenth 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 4.06. This Tenth 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.
ARTICLE V
SPECIFIC DESCRIPTION OF PROPERTY
(Added to Pacific Power System)
The following described properties of the Company, owned as of the date
hereof, and used (or held for future development and use) in connection with the
Pacific Power Division of the Company's electric utility systems, or for other
purposes, as hereinafter indicated, respectively:
H--OFFICE BUILDINGS
The following office and service center of the Company in the State of
Washington including the following described real property:
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H-48--YAKIMA OFFICE AND SERVICE CENTER
In YAKIMA County, State of WASHINGTON
H-48 ITEM: That part of the East 1/2 of the Southeast 1/4 of Section 17,
Township 13 North, Range 19 East, W.M., lying northerly of the Northerly
right-of-way line of the Burlington Northern, Inc. Railroad (now
W.C.R.C.) right-of-way as conveyed by deed recorded in Volume 83 of
Deeds, page 552;
EXCEPTING THEREFROM the following:
1) That portion thereof conveyed to Union Gap Irrigation District by
deed dated April 6, 1916, and recorded in Volume 165 of Deeds, page 285,
under Auditor's File No. 90399, described as all of the Northeast 1/4 of
the Southeast 1/4 of said Section 17 lying North of a line 25 feet South
of and parallel with the centerline of the Union Gap Ditch;
2) That portion thereof lying Westerly of the following described line:
Commencing at a point on the South line of the tract of land conveyed to
Union Gap Irrigation District by deed recorded in Volume 165 of Deeds,
page 285, under Auditor's File No. 90399, which point is 23.8 feet South
and 59 feet North 89 DEG. 55' East of the Northwest corner of said
subdivision; thence North 89 DEG. 55' East along the South line of said
Union Gap Irrigation District property 653.11 feet to the point of
beginning of said described line; thence South 00 DEG. 05' East to the
Northeasterly right-of-way line of said Burlington Northern, Inc.
Railroad right-of-way and the terminus of said described line;
3) That portion thereof lying Easterly of the following described line:
Beginning at the point of intersection of the Northeasterly right-of-way
line of said Burlington Northern, Inc. Railroad right-of-way, with the
West line of the East 30.00 feet of the Southeast 1/4 of said Section
17; thence North 00 DEG. 32' 30" West parallel with the East line of
said Section 1146.28 feet to the P.C. of a curve to the left; thence
along the arc of a curve to the left having a radius of 925.00 feet,
through a central angle of 30 DEG. 00';
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thence North 30 DEG. 32' 30" West to the North line of the Southeast 1/4
of said Section 17 and the terminus of said described line (Parcel No.
191317-41001/Levy Code 385).
ARTICLE VI
SPECIFIC DESCRIPTION OF PROPERTY
(Added to Utah Power System)
The following described properties of the Company, owned as of the date
hereof, and used (or held for future development and use) in connection with the
Utah Power Division of the Company's electric utility systems, or for other
purposes, as hereinafter indicated, respectively:
SAND CREEK 46 KV SUBSTATION--PARCEL NUMBER: I8B00038
Lands in BONNEVILLE County, State of IDAHO
A portion of the SE 1/4 SE 1/4, Section 10, Township 2 North, Range 38
East, of the Boise Meridian, described as beginning at a point 240 feet
North and 48 feet West, more or less, from the Southeast Corner of said
Section 10; thence North 250 feet along a boundary line; thence West 150
feet; thence South 250 feet; thence East 150 feet to the point of
beginning.
TOGETHER WITH an Easement and Right-of-Way described as beginning at a
point 240 feet North and 198 feet West, more or less, from the Southeast
corner of said Section 10; thence North 27 feet; thence West 300 feet to
the East boundary line of Richard Avenue; thence South 27 feet along
said East boundary line; thence East 300 feet to the point of beginning.
TOOELE-DUGWAY 46 KV REGULATOR SITE--PARCEL NUMBER: UT00028
Lands in TOOELE County, State of UTAH
Beginning at a point on an existing right-of-way fence, said point being
North 89 DEG. 22' 38" East along Section line 820.24 feet and South
2417.15 feet from the Northwest corner of Section 18, Township 5 South,
Range 5 West, Salt Lake Base and Meridian;
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and running thence South 6 DEG. 20' 58" East along said right-of-way
fence 100.00 feet; thence South 83 DEG. 39' 02" West 100.00 feet; thence
North 6 DEG. 20' 58" West 100.00 feet; thence North 83 DEG. 39' 02" East
100.00 feet to the point of beginning.
NEW HARMONY 46 KV SUBSTATION--PARCEL NUMBER: UI00045
Lands in IRON County, State of UTAH
A tract of land situate in the S 1/2 of the SE 1/4 of Section 17,
Township 38 South, Range 12 West, Salt Lake Meridian, described as
beginning South 89 DEG. 43' 36" East 1090.73 feet along the section line
and NORTH 964.94 feet from the south one quarter corner of said Section
17; thence North 65 DEG. 08' 25" East 54.12 feet, North 11 DEG. 15' 29"
West 65.05 feet, North 71 DEG. 44' 47" West 69.92 feet, North 38 DEG.
23' 55" East 143.93 feet, and North 46 DEG. 23' 39" East 203.42 feet
along the easterly top of bank of an existing wash, thence NORTH 86.36
feet, more or less, to a north boundary fence; thence EASTERLY 422.24
feet, more or less, along said fence to the easterly boundary line, said
easterly boundary line also being the westerly right of way line of
Interstate 15, thence Southwesterly along said right of way line and the
arc of a 1818.08 foot radius curve to the right 233.59 feet (chord bears
South 21 DEG. 39' 47" West 233.43 feet), South 25 DEG. 19' 40" West
203.82 feet, and southwesterly along the arc of a 1238.28 foot radius
curve to the right 58.3706 feet (chord bears South 23 DEG. 58' 33" West
58.3652 feet), thence North 89 DEG. 43' 36" West, 431.85 feet to the
point of beginning.
COTTONWOOD DISTRICT GARAGE--PARCEL NUMBER: US01016
Lands in SALT LAKE County, State of UTAH
Beginning at a point which is North 579.21 feet and West 279.96 feet
from the Southeast corner of Section 26, Township 2 South, Range 1 West,
SLB&M; and running thence North 89 DEG. 53' 21" West 174.00 feet; thence
North 00 DEG. 21' 20" West 72.00 feet; thence South 89 DEG. 53' 21" East
174.00 feet; thence South 00 DEG. 21' 20" East 72.00 feet to the point
of beginning.
17
IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by an Authorized Executive
Officer of the Company, and its corporate seal to be attested to by its
Secretary or one of its Assistant Secretaries for and in its behalf, and Morgan
Guaranty Trust Company Of New York has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by one of its Vice
Presidents or one of its Assistant Vice Presidents, and its corporate seal to be
attested to by one of its Assistant Secretaries, and Chemical Bank has caused
its corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Vice Presidents or one of its Assistant Vice Presidents,
and its corporate seal to be attested to by one of its Senior Trust Officers,
all as of the day and year first above written.
[SEAL] PACIFICORP
By RICHARD T. O'BRIEN
-------------------------------
Vice President
Attest:
JOHN M. SCHWEITZER
----------------------------------
Assistant Secretary
18
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
[SEAL] as Resigning Trustee
By PETER VITELLIO
-------------------------------
Vice President
Attest:
TAMARA FELICETTI
----------------------------------
Assistant Secretary
CHEMICAL BANK
as Successor Trustee
By F.J. GRIPPO
-------------------------------
Vice President
Attest:
M. KATZ
----------------------------------
Senior Trust Officer
19
STATE OF OREGON
COUNTY OF MULTNOMAH ss.:
On this 7th day of September, 1994, before me, SHERYL LEE STRATTON, a Notary
Public in and for the State of Oregon, personally appeared RICHARD T. O'BRIEN
and JOHN M. SCHWEITZER, known to me to be a Vice President and an Assistant
Secretary, respectively, of PACIFICORP, an Oregon corporation, who being duly
sworn, stated that the seal affixed to the foregoing instrument is the corporate
seal of said corporation and acknowledged this instrument to be the free,
voluntary and in all respects duly and properly authorized act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
SHERYL LEE STRATTON
----------------------------------
My commission expires: May 25, 1996
[SEAL] Residing at: Portland, Oregon
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On this 1st day of September, 1994, before me, JOHN MIECHKOWSKI a Notary
Public in and for the State of New York, personally appeared PETER VITELLIO and
TAMARA FELICETTI, known to me to be a Vice President and Assistant Secretary,
respectively, of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York
corporation, who being duly sworn, stated that the seal affixed to the foregoing
instrument is the corporate seal of said corporation and acknowledged this
instrument to be the free, voluntary and in all respects duly and properly
authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
JOHN MIECHKOWSKI
----------------------------------
[SEAL] Notary Public, State of New York
No. 30-4893319
Qualified in Nassau County
Commission expires: May 18, 1995
20
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
On this 2nd day of September, 1994, before me, EMILY FAYAN a Notary Public
in and for the State of New York, personally appeared F.J. GRIPPO and M. KATZ,
known to me to be a Vice President and a Senior Trust Officer, respectively, of
CHEMICAL BANK, a New York corporation, who being duly sworn, stated that the
seal affixed to the foregoing instrument is the corporate seal of said
corporation and acknowledged this instrument to be the free, voluntary and in
all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day
and year first above written.
EMILY FAYAN
----------------------------------
[SEAL] Notary Public, State of New York
No. 24-4737006
Qualified in Kings County
Commission expires December 31, 1995