EXHIBIT 4(d)
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NORTHWEST NATURAL GAS COMPANY
TO
BANKERS TRUST COMPANY
AND
STANLEY BURG (SUCCESSOR TO R. G. PAGE AND J. C. KENNEDY),
As Trustees under the Mortgage and
Deed of Trust, dated as of July 1, 1946,
of Portland Gas & Coke Company (now
Northwest Natural Gas Company)
_________ SUPPLEMENTAL INDENTURE
PROVIDING, AMONG OTHER THINGS, FOR
FIRST MORTGAGE BONDS, _____% SERIES DUE _____
_____________________
DATED AS OF ________________
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__________ SUPPLEMENTAL INDENTURE
INDENTURE, dated as of the ___ day of __________, made and
entered into by and between NORTHWEST NATURAL GAS COMPANY (formerly
Portland Gas & Coke Company), a corporation of the State of Oregon, whose
post office address is One Pacific Square, 220 N.W. Second Avenue,
Portland, Oregon 97209 (hereinafter sometimes called the Company), party of
the first part, and BANKERS TRUST COMPANY, a corporation of the State of
New York, whose post office address is Four Albany Street, New York, New
York 10006 (hereinafter sometimes called the Corporate Trustee) and STANLEY
BURG (successor to R. G. PAGE and J. C. KENNEDY), whose post office address
is c/o Bankers Trust Company, Four Albany Street, New York, New York 10006
(hereinafter sometimes called the Co-Trustee), parties of the second part
(the Corporate Trustee and the Co-Trustee being hereinafter together
sometimes called the Trustees), as Trustees under the Mortgage and Deed of
Trust, dated as of July 1, 1946 (hereinafter called the Mortgage), executed
and delivered by Portland Gas & Coke Company (now Northwest Natural Gas
Company) to secure the payment of bonds issued or to be issued under and in
accordance with the provisions of the Mortgage, this indenture (hereinafter
called _________ Supplemental Indenture) being supplemental thereto;
WHEREAS the Mortgage was or is to be recorded in the
official records of various counties in the States of Oregon and Washington
which counties include or will include all counties in which this
_____________ 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 the Company executed and delivered to the Trustees
its First Supplemental Indenture, dated as of June 1, 1949 (hereinafter
called its First Supplemental Indenture), its Second Supplemental
Indenture, dated as of March 1, 1954 (hereinafter called its Second
Supplemental Indenture), its Third Supplemental Indenture, dated as of
April 1, 1956 (hereinafter called its Third Supplemental Indenture), its
Fourth Supplemental Indenture, dated as of February 1, 1959 (hereinafter
called its Fourth Supplemental Indenture), its Fifth Supplemental
Indenture, dated as of July 1, 1961 (hereinafter called its Fifth
Supplemental Indenture), its Sixth Supplemental Indenture, dated as of
January 1, 1964 (hereinafter called its Sixth Supplemental Indenture), its
Seventh Supplemental Indenture, dated as of March 1, 1966 (hereinafter
called its Seventh Supplemental Indenture), its Eighth Supplemental
Indenture, dated as of December 1, 1969 (hereinafter called its Eighth
Supplemental Indenture), its Ninth Supplemental Indenture, dated as of
April 1, 1971 (hereinafter called its Ninth Supplemental Indenture), its
Tenth Supplemental Indenture, dated as of January 1, 1975 (hereinafter
called its Tenth Supplemental Indenture), its Eleventh Supplemental
Indenture, dated as of December 1, 1975 (hereinafter called its Eleventh
Supplemental Indenture), its Twelfth Supplemental Indenture, dated as of
July 1, 1981 (hereinafter called its Twelfth Supplemental Indenture), its
Thirteenth Supplemental Indenture, dated as of June 1, 1985 (hereinafter
called its Thirteenth Supplemental Indenture), its Fourteenth Supplemental
Indenture, dated as of November 1, 1985 (hereinafter called its Fourteenth
Supplemental Indenture), its Fifteenth Supplemental Indenture, dated as of
July 1, 1986 (hereinafter called its Fifteenth Supplemental Indenture), its
Sixteenth Supplemental Indenture, dated as of November 1, 1988 (hereinafter
called its Sixteenth Supplemental Indenture), its Seventeenth Supplemental
Indenture, dated as of October 1, 1989 (hereinafter called its Seventeenth
Supplemental Indenture), its Eighteenth Supplemental Indenture, dated as of
July 1, 1990 (hereinafter called its Eighteenth Supplemental Indenture),
its Nineteenth Supplemental Indenture, dated as of June 1, 1991
(hereinafter called its Nineteenth Supplemental Indenture); and
WHEREAS said First through Nineteenth Supplemental
Indentures were filed for record, and were recorded and indexed, as a
mortgage of both real and personal property, in the official records of
various counties in the States of Oregon and Washington which counties
include or will include all counties in which this ____________
Supplemental Indenture is to be recorded; and
WHEREAS the Company executed and delivered to the Trustees
its Twentieth Supplemental Indenture, dated as of June 1, 1993 (hereinafter
called its Twentieth Supplemental Indenture); and
WHEREAS said Twentieth Supplemental Indenture was filed for
record, and was recorded and indexed, as a mortgage of both real and
personal property, and financing statements were filed, in the official
records of the several counties and other offices in the States of Oregon
and Washington listed below, as follows:
IN THE STATE OF OREGON
----------------------
Real Property Mortgage Records
------------------------------
Counterpart Book, Film
No. County Date Recorded or Reel Page
------------ ------ ------------- ---------- ----
11 Benton June 23, 1993 M-166017-93 -
June 29, 1993 M-166297-93 -
(re-recorded)
12 Clackamas June 22, 1993 93-43287 -
13 Clatsop June 23, 1993 816 534
14 Columbia June 23, 1993 93-5185 -
15 Coos June 30, 1993 93061396 -
32 Douglas June 24, 1993 1241 840
17 Hood River June 23, 1993 932082 -
18 Lane June 23, 1993 9338274 -
19 Lincoln June 23, 1993 263 1293
20 Linn June 23, 1993 645 804
21 Marion June 24, 1993 1074 290
22 Multnomah June 23, 1993 2711 1885
23 Polk June 25, 1993 270 245
24 Tillamook June 23, 1993 351 718
25 Wasco June 23, 1993 932338 -
26 Washington June 23, 1993 93049394 -
27 Yamhill June 23, 1993 F288P1700 -
Filed as a Financing Statement
------------------------------
Counterpart
No. Office Date Filed for Record File No.
----------- ------ --------------------- -------
9 Secretary of State June 23, 1993 R61325
IN THE STATE OF WASHINGTON
--------------------------
Real Property Mortgage Records
------------------------------
Counterpart Book, Film
No. County Date Recorded or Reel Page
---------- ------ ------------- -------- ----
29 Clark June 24, 1993 399 1
30 Klickitat June 23, 1993 297 650
31 Skamania June 24, 1993 136 172
Filed as a Financing Statement
------------------------------
Counterpart
No. Office Date Filed for Record File No.
----------- ------ --------------------- -------
28 Secretary of State June 25, 1993 93-176-0202
WHEREAS an instrument dated as of June 14, 1951, was
executed by the Company appointing J. C. KENNEDY as Co-Trustee in
succession to said R. G. PAGE (resigned) under the Mortgage and by J. C.
KENNEDY accepting the appointment as Co-Trustee under the Mortgage in
succession to the said R. G. PAGE, which instrument was recorded in various
counties in the States of Oregon and Washington; and
WHEREAS, in the Ninth Supplemental Indenture STANLEY BURG
was appointed by the Company as Co-Trustee under the Mortgage in succession
to said J. C. KENNEDY (resigned) and in the Ninth Supplemental Indenture
STANLEY BURG accepted such appointment as Co-Trustee under the Mortgage in
succession to said J. C. KENNEDY; and
WHEREAS in addition to the property described in the
Mortgage, as heretofore supplemented, the Company has acquired certain
other property, rights and interests in property; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as supplemented, and on the date
hereof there remain outstanding, the following series of First Mortgage
Bonds:
Principal Amount
Series Outstanding
------ ----------------
9-1/8% Series due 2019.................. $25,000,000
9-3/4% Series due 2015.................. $50,000,000
Secured Medium-Term Notes, Series A..... $55,000,000
Secured Medium-Term Notes, Series B..... $85,000,000
; and
WHEREAS Section 8 of the Mortgage provides that the form of each
series of bonds (other than the First Series) issued thereunder 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 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 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 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,
whether such power, privilege or right is in any way restricted or is
unrestricted, may (to the extent permitted by law) 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 or may (in lieu of establishment by Resolution as provided in
Section 8 of the Mortgage) establish the terms and provisions of any series
of bonds other than said 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
WHEREAS the Company now desires to create a new series of bonds and
(pursuant to the provisions of Section 120 of the Mortgage) to add to its
covenants and agreements contained in the Mortgage, as heretofore
supplemented, certain other covenants and agreements to be observed by it
and to alter and amend in certain respects the covenants and provisions
contained in the Mortgage, as heretofore supplemented and amended; and
WHEREAS the execution and delivery by the Company of this ---------
Supplemental Indenture, and the terms of the bonds of the ---------------
Series hereinafter referred to, have been duly authorized by the Board of
Directors of the Company by appropriate resolutions of said Board of
Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Northwest Natural Gas Company, in consideration of the
premises and of One Dollar to it duly paid by the Trustees 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 Trustees, and in order further to secure the payment both of 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 said bonds, 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 Stanley Burg and (to the extent of its legal
capacity to hold the same for the purposes hereof) to Bankers Trust
Company, as Trustees under the Mortgage, and to their successor or
successors in said trust, and to said Trustees and their successors and
assigns forever, all property, real, personal and mixed, acquired by the
Company after the date of the Mortgage, of the kind or nature specifically
mentioned in Article XXI 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 subsection (I) of Section 87 of the Mortgage,
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,
gas plants, by-product plants, gas holders, gas mains and pipes; all power
sites, water rights, reservoirs, canals, raceways, dams, 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 by steam, water and/or other power; all power houses, street
lighting systems, standards and other equipment incidental thereto,
telephone, radio, television and 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,
tracts, ice or refrigeration plants and equipment, offices, buildings and
other structures and the equipment thereof; all machinery, engines,
boilers, dynamos, gas, electric and other machines, regulators, meters,
transformers, generators, motors, gas, electrical and mechanical
appliances, conduits, cables, gas, water, steam heat or other pipes,
service pipes, fittings, valves and connections, pole and transmission
lines, wires, cables, tools, implements, apparatus, furniture and chattels;
all franchises, consents or permits; all lines for the transmission and
distribution of gas, electric current, steam heat or water for any purpose
including mains, pipes, conduits, towers, poles, wires, cables, 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 public or private property, real or
personal, or the occupancy of such property and (except as herein or in the
Mortgage, as heretofore supplemented, expressly excepted) all right, title
and interest the Company may now have or may hereafter acquire in and to
any and all property of any kind or nature wheresoever situated.
TOGETHER WITH all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise
appertaining to the aforementioned 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
aforementioned property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions
of subsection (I) of Section 87 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, as heretofore supplemented,
expressly excepted, shall be and are as fully granted and conveyed hereby
and by the Mortgage, and 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, as heretofore supplemented, 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 _________
Supplemental Indenture and from the lien and operation of the Mortgage, as
heretofore supplemented, 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, as heretofore
supplemented, 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; fuel, oil and similar
materials and supplies consumable in the operation of any of the properties
of the Company; all aircraft, tractors, rolling stock, trolley coaches,
buses, motor coaches, automobiles, motor trucks, and other vehicles and
materials and supplies held for the purpose of repairing or replacing (in
whole or in part) any of the same; (3) bills, notes and accounts
receivable, judgments, demands and choses in action, and all contracts,
leases and operating agreements not specifically pledged under the
Mortgage, as heretofore supplemented, 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) gas, petroleum, carbon, chemicals, light
oils, tar products, electric energy, steam, water, ice, and other materials
or products, manufactured, stored, generated, produced, purchased or
acquired by the Company for sale, distribution or use in the ordinary
course of its business; all timber, minerals, mineral rights and royalties
and all Natural Gas and Oil Production Property, as defined in Section 4 of
the Mortgage; and (6) the Company's franchise to be a corporation;
provided, however, that the property and rights expressly excepted from the
lien and operation of this _________ Supplemental Indenture and from the
lien and operation of the Mortgage, as heretofore supplemented, 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 either or both of
the Trustees or a receiver or trustee shall enter upon and take possession
of the Mortgaged and Pledged Property in the manner provided in Article
XIII of the Mortgage by reason of the occurrence of a Default as defined in
Section 65 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 Stanley Burg and (to the extent of its legal
capacity to hold the same for the purposes hereof) to Bankers Trust
Company, as Trustees, and their 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, as heretofore supplemented,
this ________ Supplemental Indenture being supplemental thereto.
AND IT IS HEREBY COVENANTED by the Company that all the terms,
conditions, provisos, covenants and provisions contained in the Mortgage,
as heretofore 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 Trustees and the
beneficiaries of the trust with respect to said property, and to the
Trustees and their 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 Trustees by the Mortgage as a part
of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustees
and their successors in said trust under the Mortgage, as follows:
ARTICLE I.
______________ Series of Bonds.
SECTION 1.01 There shall be a series of bonds designated "_______%
Series due _______" (herein sometimes referred to as the "_____________
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 Article I
specified. Bonds of the ______________ Series shall be issued from time
to time as fully registered bonds in denominations 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). Bonds of the _____ Series shall bear
interest at the rate of ____ % per annum, payable semi-annually on _____
and _____ of each year; and the principal of, and premium, if any, and
interest on, 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 _______________ Series
shall be dated as in Section 10 of the Mortgage provided.
(I) Bonds of the ___________ Series shall be redeemable on and
after ______________ either at the option of the Company or pursuant to
the requirements of the Mortgage, in whole at any time, or in part from
time to time, prior to maturity, upon notice, as provided in Section 52 of
the Mortgage, mailed at least thirty (30) days prior to the date fixed for
redemption, at the following redemption prices, expressed in percentages of
the principal amount of the bonds to be redeemed:
[Insert redemption prices]
in each case, together with accrued interest to the date fixed for
redemption.
(II) At the option of the registered owner, any bonds of the
_____________ 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 (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.
Transfers of bonds of the _____________ Series may be registered
(subject to the provisions of Section 12 of the Mortgage) at the office or
agency of the Company in the Borough of Manhattan, The City of New York.
Upon any registration of transfer or exchange of bonds of the
____________ 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 registration of exchange or
transfer of bonds of the ____________ Series.
ARTICLE II.
Miscellaneous Provisions.
SECTION 2.01 No bonds of the First through Third Series being
Outstanding, as permitted in Section 3 of the Third Supplemental Indenture,
the amendment of subdivision (A) of subsection (II) of Section 4 of the
Mortgage made by Section 7 of the First Supplemental Indenture hereby is
excised from the Mortgage, as supplemented.
SECTION 2.02 No bonds of the First through Ninth Series being
Outstanding, as permitted by Section 6 of the Ninth Supplemental Indenture,
Article XIX of the Mortgage, as supplemented, hereby is amended and
restated in the manner and form set forth in such Section 6.
SECTION 2.03 No bonds of the First through Eleventh Series being
Outstanding, it is hereby confirmed that, as provided by Section 3.02 of
the Eleventh Supplemental Indenture, Section 64 of the Mortgage has been
excised from the Mortgage, as supplemented, effective as of the date of the
retirement of all of the bonds of such Series.
SECTION 2.04 Subject to the amendments provided for in this
________ Supplemental Indenture, the terms defined in the Mortgage, as
heretofore supplemented, shall, for all purposes of this ________
Supplemental Indenture, have the meanings specified in the Mortgage, as
heretofore supplemented.
SECTION 2.05 The holders of bonds of the ___________ Series consent
that the Company may, but shall not be obligated to, fix a record date for
the purpose of determining the holders of bonds of the ___________ Series
entitled to consent to any amendment, supplement or waiver. If a record
date is fixed, those persons who were holders at such record date (or their
duly designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be holders after
such record date. No such consent shall be valid or effective for more
than 90 days after such record date.
SECTION 2.06 The Trustees hereby accept the trusts hereby declared,
provided, created or supplemented, and agree to perform the same upon the
terms and conditions herein and in the Mortgage, as heretofore
supplemented, set forth, including the following:
The Trustees shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this __________
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 XVII of the Mortgage
shall apply to and form part of this ________ 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 ____________
Supplemental Indenture.
SECTION 2.07 Whenever in this ___________ Supplemental Indenture
any of the parties hereto is named or referred to, this shall, subject to
the provisions of Articles XVI and XVII of the Mortgage, be deemed to
include the successors or assigns of such party, and all the covenants and
agreements in this __________ Supplemental Indenture contained by or on
behalf of the Company or by or on behalf of the Trustees shall bind and
inure to the benefit of the respective successors and assigns of such
parties whether so expressed or not.
SECTION 2.08 Nothing in this _________ 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 __________
Supplemental Indenture or any covenant, condition, stipulation, promise or
agreement hereof, and all the covenants, conditions, stipulations, promises
and agreements by or on behalf of the Company as set forth in this
__________ Supplemental Indenture 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 2.09 Except to the extent specifically provided herein,
no provision of this __________ Supplemental Indenture is intended to
reinstate any provisions in the Mortgage which were amended and superseded
by the amendments to the Trust Indenture Act of 1939 effective as of
November 15, 1990.
SECTION 2.10 This _________ Supplemental Indenture has been
executed in several identical counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, Northwest Natural Gas Company, party hereto of
the first part, 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 Secretary or one
of its Assistant Secretaries for and in its behalf on the _____ day of
________ , as of ______, ____, in Portland, Oregon; Bankers Trust Company,
one of the parties hereto of the second part, 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 by one of its Assistant Secretaries on the
____ day of ___________, as of _____________, in The City of New York; and
Stanley Burg, one of the parties hereto of the second part, has hereunto
set his hand and affixed his seal, in The City of New York, on the _____
day of ________ as of ________________________.
NORTHWEST NATURAL GAS COMPANY
By_________________________________
Attest:
_____________________________
Secretary
Executed, sealed and delivered by
NORTHWEST NATURAL GAS COMPANY in the
presence of:
____________________________________
___________________________________
BANKERS TRUST COMPANY, as Trustee,
By____________________________
Attest:
_____________________
Assistant Secretary
_______________________________
STANLEY BURG, as Trustee
Executed, sealed and delivered
by BANKERS TRUST COMPANY and
STANLEY BURG in the presence
of:
___________________________
___________________________
STATE OF OREGON )
: ss.:
COUNTY OF MULTNOMAH )
________________, A.D. _____.
Before me personally appeared _______________, who, being
duly sworn, did say that he is ______________________________, of NORTHWEST
NATURAL GAS COMPANY and that the seal affixed to the foregoing instrument
is the corporate seal of said Corporation and that said instrument was
signed and sealed in behalf of said Corporation by authority of its Board
of Directors; and he acknowledged said instrument to be its voluntary act
and deed.
On this _____ day of ___________, before me personally
appeared ____________________, to me known to be
___________________________ of NORTHWEST NATURAL GAS 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.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal the day and year first above written.
______________________________________
____________________________
Notary Public - Oregon
Commission No. ________
My Commission Expires _____________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
__________________, A.D. _____.
Before me personally appeared ______________, who, being
duly sworn, did say that he is an ______________________ of BANKERS TRUST
COMPANY and that the seal affixed to the foregoing instrument is the
corporate seal of said Corporation and that said instrument was signed and
sealed in behalf of said Corporation by authority of its Board of
Directors; and he acknowledged said instrument to be its voluntary act and
deed.
On this _____ day of _____________, before me personally
appeared ____________________, to me known to be an
________________________ of BANKERS TRUST 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.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal the day and year first above written.
___________________________
Notary Public, State of New York
No. __________
My Commission Expires ________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
___________________, A.D. _____.
Before me personally appeared the above-named STANLEY BURG
and acknowledged the foregoing instrument to be his voluntary act and deed.
On this day personally appeared before me STANLEY BURG to me
known to be the individual described in and who executed the within and
foregoing instrument, and acknowledged that he signed the same as his free
and voluntary act and deed, for the uses and purposes therein mentioned.
Given under my hand and official seal this ________ day of
___________________.
_________________________________
Notary Public, State of New York
No.______________
My Commission Expires __________