EXHIBIT (4)f
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[CONFORMED COPY]
PACIFICORP
(AN OREGON CORPORATION)
TO
CHEMICAL BANK
(A NEW YORK CORPORATION)
AS TRUSTEE UNDER UTAH POWER &
LIGHT COMPANY'S MORTGAGE AND
DEED OF TRUST, DATED AS OF
DECEMBER 1, 1943
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FIFTY-SIXTH SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 1, 1995
SUPPLEMENTAL TO UTAH POWER & LIGHT COMPANY'S
MORTGAGE AND DEED OF TRUST
DATED AS OF DECEMBER 1, 1943
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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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FIFTY-SIXTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the 1st day of December, 1995
(hereinafter referred to as the "Fifty-sixth Supplemental Indenture") is made as
a supplement to that certain Mortgage and Deed of Trust, dated as of December 1,
1943, as heretofore amended and supplemented (the "Mortgage"), executed and
delivered by Utah Power & Light Company, a Maine corporation that subsequently
merged into Utah Power & Light Company, a Utah corporation (hereinafter referred
to respectively as the "Maine Company" and the "Utah Company"; and hereinafter
referred to collectively as the "Original Mortgagor").
This Fifty-sixth Supplemental Indenture is entered into by and
between PACIFICORP, a corporation of the State of Oregon into which the Original
Mortgagor heretofore was merged, whose address is 700 NE Multnomah, Portland,
Oregon 97232 (the "Company") and CHEMICAL BANK, a New York corporation whose
address is 450 West 33rd Street, New York, New York 10001 (the "Corporate
Trustee" or "Trustee").
WHEREAS, the Mortgage (including all indentures supplemental
thereto) was recorded in the official records of the States of Colorado, Idaho,
New Mexico, Utah and Wyoming and various counties within said states in which
this Fifty-sixth Supplemental Indenture is to be recorded, and was filed as a
financing statement in accordance with the Uniform Commercial Code of each of
said states; and
WHEREAS, the Maine Company executed, delivered, recorded and
filed the First Supplemental Indenture through the Twenty-fifth Supplemental
Indenture to the Mortgage, inclusive, and the Utah Company executed, delivered,
recorded and filed subsequent Supplemental Indentures as follows:
Dated as of
-----------
First January 1, 1945
Second May 1, 1946
Third April 1, 1948
Fourth May 1, 1949
Fifth October 1, 1949
Sixth October 1, 1950
Seventh October 1, 1951
Eighth October 1, 1952
Ninth May 1, 1954
Tenth September 1, 1955
Eleventh October 1, 1957
Twelfth September 1, 1960
Thirteenth June 1, 1962
Dated as of
-----------
Fourteenth April 1, 1963
Fifteenth August 1, 1964
Sixteenth March 1, 1968
Seventeenth December 1, 1969
Eighteenth April 1, 1970
Nineteenth March 1, 1971
Twentieth May 1, 1972
Twenty-first February 1, 1974
Twenty-second October 1, 1974
Twenty-third November 1, 1975
Twenty-fourth February 1, 1976
Twenty-fifth April 1, 1976
Twenty-sixth August 31, 1976
Twenty-seventh September 1, 1976
Twenty-eighth November 1, 1976
Twenty-ninth March 1, 1977
Thirtieth September 1, 1977
Thirty-first April 1, 1978
Thirty-second May 1, 1978
Thirty-third April 1, 1979
Thirty-fourth September 1, 1979
Thirty-fifth March 1, 1980
Thirty-sixth April 1, 1981
Thirty-seventh December 1, 1981
Thirty-eighth July 1, 1982
Thirty-ninth December 1, 1982
Fortieth September 1, 1984
Forty-first October 1, 1986
Forty-second December 1, 1986
Forty-third May 1, 1987
Forty-fourth June 1, 1987;
and
WHEREAS, the Maine Company and the Utah Company have heretofore
issued, in accordance with the provisions of the Mortgage, bonds entitled and
designated First Mortgage Bonds, of the First Series through the Forty-seventh
Series, inclusive, none of which bonds are Outstanding as of the date hereof;
and
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WHEREAS, the Utah Company entered into a Reorganization
Agreement and Plan of Merger dated August 12, 1987, as amended, pursuant to
which, among other things, the Utah Company was merged into the Company as of
January 9, 1989, upon such terms as fully to preserve and in no respect to
impair the Lien or security of the Mortgage or any of the rights or powers of
the trustees or the bondholders thereunder; and
WHEREAS, pursuant to Article XVII of the Mortgage, the Company
executed, delivered, recorded and filed its Forty-fifth Supplemental Indenture
dated as of January 9, 1989, whereby the Company assumed and agreed to pay, duly
and punctually, the principal of and interest on the bonds issued under the
Mortgage, in accordance with the provisions of said bonds and coupons and the
Mortgage, and agreed to perform and fulfill all the covenants and conditions of
the Mortgage to be kept or performed by the Original Mortgagor, and whereby The
Chase Manhattan Bank (National Association) was appointed Corporate Trustee in
succession to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust
Company of New York), resigned, under the Mortgage, and C.J. Heinzelmann was
appointed Co-Trustee in succession to W.A. Spooner, resigned, under the
Mortgage; and
WHEREAS, the Company executed, delivered, recorded and filed
additional Supplemental Indentures to the Mortgage as follows:
Dated as of
-----------
Forty-sixth March 31, 1989
Forty-seventh December 29, 1989
Forty-eighth March 31, 1991;
and
WHEREAS, pursuant to said Forty-eighth Supplemental Indenture,
Morgan Guaranty Trust Company of New York was appointed Corporate Trustee in
succession to The Chase Manhattan Bank (National Association), resigned, under
the Mortgage and C.J. Heinzelmann resigned as Co-Trustee under the mortgage and
all the right, title and powers of the Co-Trustee devolved upon the Corporate
Trustee and its successors alone until such time as a successor to the
Co-Trustee shall be appointed; and
WHEREAS, the Company executed, delivered, recorded and filed
additional Supplemental Indentures to the Mortgage as follows:
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Dated as of
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Forty-ninth December 31, 1991
Fiftieth March 15, 1992
Fifty-first July 31, 1992
Fifty-second March 15, 1993
Fifty-third November 1, 1993
Fifty-fourth June 1, 1994
Fifty-fifth August 1, 1994;
and
WHEREAS, pursuant to said Fifty-fifth Supplemental Indenture,
Chemical Bank was appointed Corporate Trustee in succession to Morgan Guaranty
Trust Company of New York, resigned, under the Mortgage; and
WHEREAS, the Company has heretofore issued, in accordance with
the provisions of the Mortgage, bonds entitled and designated First Mortgage
Bonds, of the Series and in the principal amounts as follows:
Aggregate Aggregate
Principal Amount Principal Amount
Series Due Date Issued Outstanding
- ------ -------- ---------------- ----------------
48. Forty-eighth--Medium-
Term Notes, Series A various $125,000,000 $120,000,000
49. Forty-ninth--Medium-
Term Notes, Series B various 100,000,000 80,000,000
50. Fiftieth--Medium-Term
Notes, Series C various 150,000,000 140,937,357
51. Fifty-first--Medium-
Term Notes, Series D various 125,000,000 125,000,000
52. Fifty-second--C-U various 125,216,000 92,644,000
53. Fifty-third--Medium-
Term Notes, Series E various 250,000,000 250,000,000
54. Fifty-fourth--6 3/4% 4/1/2005 75,000,000 75,000,000
55. Fifty-fifth--Medium-
Term Notes, Series F various 250,000,000 250,000,000
56. Fifty-sixth--E-L various 35,600,000 35,600,000
57. Fifty-seventh--Medium
Term Notes, Series G various 250,000,000 250,000,000
58. Fifty-eighth, Series 1994-1 various 108,235,000 108,235,000;
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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 and that the form of such
series, as established by said Board of Directors, shall specify the descriptive
title of the bonds and various other terms thereof, and may also contain such
provisions not inconsistent with the provisions of the Mortgage 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; and
WHEREAS, Section 130 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 or restrictions
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 establish the terms and provisions of any series of bonds other
than the First Series, 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 the Trustee is further
authorized by said Section 130 to join with the Company in the execution of any
such instrument or instruments, and such instrument, executed and acknowledged
as aforesaid, shall be delivered to the Trustee and thereupon any modification
of the provisions of the Mortgage therein set forth, authorized by said
Section 130, shall be binding upon the parties to the Mortgage, their successors
and assigns, and the holders of the bonds and coupons thereby secured; provided,
however; anything therein contained to the contrary notwithstanding, said
Section 130 shall not be construed to permit any act, waiver; surrender or
restriction adversely affecting any bonds then Outstanding under the Mortgage;
and
WHEREAS, in Section 42 of the Mortgage, the Original Mortgagor
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
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to the Lien thereof, and to transfer to any new trustee or trustees or
co-trustee or co-trustees, the estates, powers, instruments or funds held in
trust thereunder; and
WHEREAS, the Company now desires to create three new series of
bonds and (pursuant to Section 130 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
Fifty-sixth Supplemental Indenture has been duly authorized by the Board of
Directors by appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
ARTICLE I
GRANTING CLAUSES
The Company, in consideration of the premises and of One Dollar
($1) 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
evidence of assurance of the estate, title and rights of the Trustee under the
Mortgage 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, 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 (subject, however, to Excepted Encumbrances as
defined in Section 6 of the Mortgage) unto Chemical Bank as Trustee under the
Mortgage, and to its successor or successors in said trust, and to said Trustee
and its successors and assigns forever, all property, real, personal and mixed,
owned by the Original Mortgagor as of the date of the Mortgage and acquired by
the Original Mortgagor or the Company after the date of the Mortgage, subject to
the provisions of Section 97 of the Mortgage and Section 2.02 of the Forty-fifth
Supplemental Indenture thereto, of the kind or nature specifically mentioned in
Paragraphs One through Twelve, inclusive, of the Mortgage, or of any other kind
or nature (except any herein or in the Mortgage expressly excepted), now owned,
or, subject to the provisions of Section 97 of the Mortgage and Section 2.02 of
the Forty-fifth Supplemental Indenture thereto, hereafter acquired by the
Company (by purchase, consolidation, merger, donation, construction, erection or
in any other way) and wheresoever situated, including (without in anywise
limiting or impairing by the enumeration of the same the scope and intent of the
foregoing) all lands, power sites, flowage rights, water rights, water
locations, water appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, dams, dam sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and
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supplying water; all rights of way and roads; all plants for the generation of
electricity by steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental thereto,
telephone, radio and television systems, air conditioning systems and equipment
incidental thereto, water works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks,
street and interurban railway systems, offices, buildings and other structures
and equipment thereof; all machinery, engines, boilers, dynamos, electric, gas
and other machines, regulators, meters, transformers, generators, motors,
electrical, gas and mechanical appliances, conduits, cables, water, steam heat,
gas or other pipes, mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, wires, cables, tools, implements,
apparatus, furniture, chattels and chooses in action; all municipal and other
franchises, consents or permits; all lines for the transmission and distribution
of electric current, gas, steam heat or water for any purpose, including towers,
poles, wires, cables, pipes, conduits, ducts and all apparatus for use in
connection therewith; 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 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 like kind and character as herein described or of
any other kind or character appertaining to and/or used and/or occupied and/or
enjoyed in connection with any property herein or in the Mortgage described;
And the Company does hereby confirm that the Company will not
cause or consent to a partition, either voluntarily or through legal
proceedings, of property subject to the Lien of the Mortgage whether herein
described or heretofore or hereafter acquired, in which its ownership shall be
as a tenant in common, except as permitted by and in conformity with the
provisions of the Mortgage and particularly of Article XII thereof;
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 67 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 (subject to the provisions of Section 97 of
the Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto)
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 97 of the Mortgage and Section 2.02 of the Forty-fifth
Supplemental Indenture thereto, 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 granted and conveyed
hereby and by the Mortgage, and as fully embraced within the Lien
7
of 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 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
expressly excepted from the Lien and operation of the Mortgage, viz.: (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, materials or
supplies held for the purpose of sale or other disposition in the usual course
of business and fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; electric trolley coaches,
rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills,
notes and accounts receivable, and all contracts, leases and operating
agreements not specifically pledged under the Mortgage or covenanted so to be;
the last day of the term of any lease or leasehold which may be or become
subject to the Lien of the Mortgage; (4) electric energy, gas 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) the Company's franchise to be a corporation; 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 or trustee shall enter upon and take possession of the Mortgaged and
Pledged Property in the manner provided in Article XIV of the Mortgage by reason
of the occurrence of a Default as defined in Section 75 thereof.
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 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 Fifty-sixth 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 under the
Mortgage and the beneficiaries of the trust with respect to said property, and
to the Trustee under the Mortgage 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
8
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.
ARTICLE II
FIFTY-NINTH SERIES OF BONDS
SECTION 2.01. There shall be a series of bonds designated "First
Mortgage Bonds, Adjustable Rate Replacement Series" (herein sometimes referred
to as the "Fifty-ninth 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 Fifty-ninth Series shall mature on the maturity date, and in
principal amounts corresponding to the principal amounts, of first mortgage and
collateral trust bonds designated "Adjustable Rate Replacement Series," issued
under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as
amended and supplemented, to Chemical Bank, as trustee, on the basis of such
bonds of the Fifty-ninth Series. Bonds of the Fifty-ninth Series shall be
issued as fully registered bonds in the denomination of One Thousand Dollars
and, at the option of the Company, in any multiple or multiples of One Thousand
Dollars (the exercise of such option to be evidenced by the execution and
delivery thereof); they shall bear no interest; and the principal of each such
bond 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. Bonds of the Fifty-ninth Series shall be dated as in Section 10 of the
Mortgage provided.
(I) Bonds of the Fifty-ninth Series shall be redeemable either at
the option of the Company or pursuant to the requirements of the Mortgage
(including, among other things, the provisions of Sections 39 or 74 of the
Mortgage or with the proceeds of released property pursuant to Section 71 of the
Mortgage).
(II) At the option of the registered owner, any bonds of the Fifty-
ninth Series, upon surrender thereof for cancellation at the office or agency of
the Company in the Borough of Manhattan, The City of New York, together with a
written instrument of transfer whenever required by the Company duly executed by
the registered owner or by his duly authorized attorney shall (subject to the
provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized denominations.
Bonds of the Fifty-ninth Series shall be transferable (subject
to the provisions of Section 12 of the Mortgage and to the limitations set forth
in this Fifty-sixth Supplemental Indenture), upon the surrender thereof for
cancellation, together with a written instrument of transfer in form approved by
the registrar duly executed by the
9
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 Fifty-ninth 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 Fifty-ninth Series.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of the bonds of the Fifty-ninth Series as the same
shall become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee under
the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as
amended and supplemented, to Chemical Bank, as trustee, signed by the President,
a Vice President, an Assistant Vice President or a Trust Officer of such
trustee, stating that interest or principal due and payable on any bonds issued
under said Mortgage and Deed of Trust has not been fully paid and specifying the
amount of funds required to make such payment.
Bonds of the Fifty-ninth Series shall be initially issued in the
name of Chemical Bank, as trustee under the Company's Mortgage and Deed of
Trust, dated as of January 9, 1989, as amended and supplemented, and shall not
be transferable, except to any successor trustee under said Mortgage and Deed of
Trust.
After the execution and delivery of this Fifty-sixth
Supplemental Indenture and upon compliance with the applicable provisions of the
Mortgage, as supplemented, it is contemplated that there shall be issued bonds
of the Fifty-ninth Series in an aggregate principal amount not to exceed Six
Million Six Hundred Seventeen Thousand Dollars ($6,617,000).
ARTICLE III
SIXTIETH SERIES OF BONDS
SECTION 3.01. There shall be a series of bonds designated "First
Mortgage Bonds, 9 3/8% Replacement Series Due 1997" (herein sometimes referred
to as the "Sixtieth 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 Sixtieth Series shall mature on the maturity date, and in principal
amounts corresponding to the principal amounts, of first mortgage and collateral
trust bonds designated "9 3/8% Replacement Series Due 1997," issued under the
Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended
and supplemented, to Chemical Bank, as trustee, on the basis of such bonds of
the Sixtieth Series. Bonds of the Sixtieth Series shall be issued as fully
registered bonds in the
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denomination of One Thousand Dollars and, at the option of the Company, in any
multiple or multiples of One Thousand Dollars (the exercise of such option to be
evidenced by the execution and delivery thereof); they shall bear no interest;
and the principal of each such bond 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. Bonds of the Sixtieth Series shall be
dated as in Section 10 of the Mortgage provided.
(I) Bonds of the Sixtieth Series shall be redeemable either at the
option of the Company or pursuant to the requirements of the Mortgage
(including, among other things, the provisions of Sections 39 or 74 of the
Mortgage or with the proceeds of released property pursuant to Section 71 of the
Mortgage).
(II) At the option of the registered owner, any bonds of the Sixtieth
Series, upon surrender thereof for cancellation at the office or agency of the
Company in the Borough of Manhattan, The City of New York, together with a
written instrument of transfer whenever required by the Company duly executed by
the registered owner or by his duly authorized attorney shall (subject to the
provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate
principal amount of bonds of the same series of other authorized denominations.
Bonds of the Sixtieth Series shall be transferable (subject to
the provisions of Section 12 of the Mortgage and to the limitations set forth in
this Fifty-sixth Supplemental Indenture), 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 transfer or exchange of bonds of the Sixtieth
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 Sixtieth Series.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of the bonds of the Sixtieth Series as the same
shall become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee under
the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as
amended and supplemented, to Chemical Bank, as trustee, signed by the President,
a Vice President, an Assistant Vice President or a Trust Officer of such
trustee, stating that interest or principal due and payable on any bonds issued
under said Mortgage and Deed of Trust has not been fully paid and specifying the
amount of funds required to make such payment.
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Bonds of the Sixtieth Series shall be initially issued in the
name of Chemical Bank, as trustee under the Company's Mortgage and Deed of
Trust, dated as of January 9, 1989, as amended and supplemented, and shall not
be transferable, except to any successor trustee under said Mortgage and Deed of
Trust.
After the execution and delivery of this Fifty-sixth
Supplemental Indenture and upon compliance with the applicable provisions of the
Mortgage, as supplemented, it is contemplated that there shall be issued bonds
of the Sixtieth Series in an aggregate principal amount not to exceed Twenty-
Five Million Dollars ($25,000,000).
ARTICLE IV
SIXTY-FIRST SERIES OF BONDS
SECTION 4.01. There shall be a series of bonds designated "First
Mortgage Bonds, Bond Credit Series Bonds" (herein sometimes referred to as the
"Sixty-first 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
Sixty-first Series shall mature on the maturity date, and in principal amounts
corresponding to the principal amounts, of first mortgage and collateral trust
bonds designated "Bond Credit Series Bonds," issued under the Company's Mortgage
and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to
Chemical Bank, as trustee, on the basis of such bonds of the Sixty-first Series.
Bonds of the Sixty-first Series shall be issued as fully registered bonds in the
denomination of One Thousand Dollars and, at the option of the Company, in any
multiple or multiples of One Thousand Dollars (the exercise of such option to be
evidenced by the execution and delivery thereof); they shall bear no interest;
and the principal of each such bond 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. Bonds of the Sixty-first Series shall be
dated as in Section 10 of the Mortgage provided.
(I) Bonds of the Sixty-first Series shall be redeemable either at
the option of the Company or pursuant to the requirements of the Mortgage
(including, among other things, the provisions of Sections 39 or 74 of the
Mortgage or with the proceeds of released property pursuant to Section 71 of the
Mortgage).
(II) At the option of the registered owner, any bonds of the Sixty-
first Series, upon surrender thereof for cancellation at the office or agency of
the Company in the Borough of Manhattan, The City of New York, together with a
written instrument of transfer whenever required by the Company duly executed by
the registered owner or by his duly authorized attorney shall (subject to the
provisions of Section 12 of the Mortgage) be
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exchangeable for a like aggregate principal amount of bonds of the same series
of other authorized denominations.
Bonds of the Sixty-first Series shall be transferable (subject
to the provisions of Section 12 of the Mortgage and to the limitations set forth
in this Fifty-sixth Supplemental Indenture), 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 transfer or exchange of bonds of the Sixty-first
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 Sixty-first Series.
The Trustee may conclusively presume that the obligation of the
Company to pay the principal of the bonds of the Sixty-first Series as the same
shall become due and payable shall have been fully satisfied and discharged
unless and until it shall have received a written notice from the trustee under
the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as
amended and supplemented, to Chemical Bank, as trustee, signed by the President,
a Vice President, an Assistant Vice President or a Trust Officer of such
trustee, stating that interest or principal due and payable on any bonds issued
under said Mortgage and Deed of Trust has not been fully paid and specifying the
amount of funds required to make such payment.
Bonds of the Sixty-first Series shall be initially issued in the
name of Chemical Bank, as trustee under the Company's Mortgage and Deed of
Trust, dated as of January 9, 1989, as amended and supplemented, and shall not
be transferable, except to any successor trustee under said Mortgage and Deed of
Trust.
After the execution and delivery of this Fifty-sixth
Supplemental Indenture and upon compliance with the applicable provisions of the
Mortgage, as supplemented, it is contemplated that there shall be issued bonds
of the Sixty-first Series in an aggregate principal amount not to exceed Three
Hundred Eighty-Three Million Three Hundred Sixteen Thousand Two Hundred and
Fourteen Dollars ($383,316,214).
ARTICLE V
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE
SECTION 5.01. The Company reserves the right, without any consent or
other action by holders of bonds of the Fifty-fourth Series, or any other series
of bonds subsequently created under the Mortgage (including the bonds of the
Fifty-ninth Series, the
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Sixtieth Series and the Sixty-first 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 (6) which shall read as follows:
"(6) 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 VI
MISCELLANEOUS PROVISIONS
SECTION 6.01. The right, if any, of the Company to assert the defense
of usury against a holder or holders of bonds of the Fifty-ninth Series, the
Sixtieth Series, the Sixty-first Series or any subsequent series shall be
determined only under the laws of the State of New York.
SECTION 6.02. The terms defined in the Mortgage shall, for all purposes
of this Fifty-sixth Supplemental Indenture, have the meanings specified in the
Mortgage.
SECTION 6.03. The Trustee hereby accepts the trusts declared, provided,
created or supplemented in the Mortgage and herein, and agrees to perform the
same upon the terms and conditions set forth herein and in the Mortgage, and
upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Fifty-sixth
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made by the Company solely. In general, each and
every term and condition contained in Article XVIII of the Mortgage shall apply
to and form part of this Fifty-sixth 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 the Fifty-sixth Supplemental Indenture.
SECTION 6.04. Whenever in this Fifty-sixth Supplemental Indenture
either the Company or the Trustee is named or referred to, this shall, subject
to the provisions of Articles XVII and XVIII of the Mortgage, be deemed to
include the successors and assigns of such party, and all the covenants and
agreements in this Fifty-sixth Supplemental
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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 6.05. Nothing in this Fifty-sixth 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 Fifty-sixth Supplemental Indenture or
any covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Fifty-sixth
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 coupons Outstanding under the Mortgage.
SECTION 6.06. This Fifty-sixth 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.
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IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to
be hereunto affixed, and this instrument to be signed and sealed by one of its
Vice Presidents, and its corporate seal to be attested to by its Secretary or
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 s/s R. F. LANZ
-------------------------------
Vice President
Attest:
s/s LENORE M. MARTIN
- -------------------------------
Assistant Secretary
CHEMICAL BANK
as Corporate Trustee
By s/s F. J. GRIPPO
-------------------------------
Vice President
Attest:
s/s GLENN G. MCKEEVER
- -------------------------------
Senior Trust Officer
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STATE OF OREGON )
) ss.:
COUNTY OF MULTNOMAH )
On this 7th day of December, 1995, before me, Sheryl L.
Stratton, a Notary Public in and for the State of Oregon, personally appeared
Robert F. Lanz and Lenore M. Martin, 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.
s/s SHERYL L. STRATTON
-------------------------------------
My commission expires: 5/25/96
[SEAL] Residing at: Portland, Oregon
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )
On this 13th day of December, 1995, before me, Annabelle DeLuca,
a Notary Public in and for the State of New York, personally appeared F. J.
Grippo and Glenn G. McKeever, 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.
s/s ANNABELLE DELUCA
-------------------------------------
Notary Public, State of New York
No. O1DE5013759
Qualified in Kings County
[SEAL] Commission expires: July 15, 1997
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