Exhibit 4(d)
OFFICERS' CERTIFICATE
SUPPLEMENTAL TO THE OFFICERS' CERTIFICATE DATED JUNE 18, 1993
(UNDER SECTIONS 201 AND 301 OF THE INDENTURE
REFERRED HEREIN OF NORTHWEST NATURAL GAS COMPANY)
Pursuant to Sections 201 and 301 of the Indenture,
dated as of June 1, 1991 (the "Indenture"), from Northwest
Natural Gas Company (the "Company") to Bankers Trust Company, as
trustee (the "Trustee"), and pursuant to the resolutions of the
Company's Board of Directors, dated May 27, 1993 (the "Board
Resolution"), we, Bruce R. DeBolt and C. J. Rue, the Senior Vice
President and Secretary, respectively, of the Company do hereby
certify that:
1. The terms of the Company's Unsecured Medium-Term
Notes, Series B (the "Notes") have been established pursuant to
Sections 201 and 301 of the Indenture in the Officers'
Certificate dated June 18, 1993, unless otherwise provided in
subsequent Officers' Certificates;
2. The Notes shall, in the case of Notes bearing
interest at a fixed rate, be in substantially the form set forth
in Exhibit 1 hereto; and
3. Pursuant to the Board Resolution, the following
additional terms are hereby added for the benefit of the Holders
of the Notes:
If the Company shall make any deposit of money
and/or Government Obligations with respect to the Notes, or
any portion of the principal amount thereof, prior to the
Maturity or redemption of such Notes or such portion of the
principal amount thereof, for the satisfaction or discharge
of the indebtedness of the Company in respect to such Notes
or such portion thereof as contemplated by Section 701 of
the Indenture, the Company shall deliver to the Trustee
either:
(A) an instrument wherein the Company,
notwithstanding such satisfaction and discharge, shall
assume the obligation (which shall be absolute and
unconditional) to irrevocably deposit with the Trustee such
additional sums of money, if any, or additional Government
Obligations (meeting requirements of Section 701 of the
Indenture), if any, or any combination thereof, at such time
or times, as shall be necessary, together with the money
and/or Government Obligations theretofore so deposited, to
pay when due the principal of and premium, if any, and
interest due and to become due on such Notes or such
portions thereof, all in accordance with and subject to the
provisions of said Section 701; provided, however, that such
instrument may state that the obligation of the Company to
make additional deposits as aforesaid shall be subject to
the delivery to the Company by the Trustee of a notice
asserting the amount of such deficiency accompanied by an
opinion of an independent public accountant of nationally
recognized standing, selected by the Trustee, showing the
calculation thereof; or
(B) an Opinion of Counsel to the effect that the
Holders of such Notes, or such portions of the principal
amount thereof, will not recognize income, gain or loss for
United States federal income tax purposes as a result of
such satisfaction and discharge and will be subject to
United States federal income tax on the same amounts, at the
same times and in the same manner as if such satisfaction
and discharge had not been effected.
IN WITNESS WHEREOF, we have hereunto signed our names this
___ day of ____, 1997.
____________________________
Senior Vice President
____________________________
Secretary
Exhibit 1 to
Officers' Certificate
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name
as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
Registered No. Registered Principal Amount
$
NORTHWEST NATURAL GAS COMPANY
UNSECURED MEDIUM-TERM NOTE, SERIES B
CUSIP: Redeemable: Yes No
-- --
Interest Commencement Date: In Whole: Yes No
-- --
Interest Rate: In Part: Yes No
-- --
Stated Maturity Date: Initial Redemption Date:
Other Provisions: Redemption Limitation Date:
Initial Redemption Price:
Reduction Percentage:
NORTHWEST NATURAL GAS COMPANY, a corporation duly
organized and existing under the laws of the State of Oregon
(herein called the "Company", which term includes any successor
corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE &
Co., or registered assigns, the principal amount specified above
on the Stated Maturity Date specified above, and to pay interest
thereon from the Interest Commencement Date specified above or
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on June
1 and December 1 in each year, commencing (except as provided in
the following sentence) with the Interest Payment Date next suc-
ceeding the Interest Commencement Date specified above, at the
Interest Rate per annum specified above, until the principal
hereof shall have been paid or duly provided for. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date, as provided in such Indenture, shall be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) shall have been registered at the close
of business on the Regular Record Date with respect to such
Interest Payment Date, which shall be the May 15 or November 15
(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date; provided, however, that, if
the Interest Commencement Date of this Security shall be after a
Regular Record Date and before the corresponding Interest Payment
Date, payment of interest shall commence on the second Interest
Payment Date succeeding such Interest Commencement Date and shall
be paid to the Person in whose name this Security was registered
on the Regular Record Date for such second Interest Payment Date;
and provided, further, that interest payable on the Stated
Maturity Date specified above shall be paid to the Person to whom
principal shall be paid. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and shall be paid as
provided in said Indenture.
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Payment of the principal of, and premium, if any, and
interest on, this Security shall be made at the office or agency
of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York, New York, in such coin or
currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private
debts; provided, however, that, at the option of the Company,
payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the
Security Register; and provided further, that payment of
principal, and premium, if any, and interest, payable on the
Stated Maturity Date specified above or upon redemption, at the
request of the Holder, will be made at said office or agency in
immediately available funds upon presentation of this Security.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under an Indenture,
dated as of June 1, 1991 (such Indenture, as originally executed
and delivered and as thereafter supplemented and amended,
together with any constituent instruments establishing the terms
of particular Securities, being herein called the "Indenture"),
from the Company to Bankers Trust Company, as trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture reference is hereby made
for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the
Securities have been, and will be, authenticated and delivered.
The acceptance of this Security shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms
and provisions of the Indenture. This Security is one of the
series designated on the face hereof.
If any Interest Payment Date, any Redemption Date or
the Stated Maturity Date shall not be a Business Day, payment of
the amounts due on this Security on such date may be made on the
next succeeding Business Day; and no interest shall accrue on
such amounts for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity Date, as the case may be.
If so specified above, this Security is subject to
redemption at any time on or after the Initial Redemption Date
specified above, as a whole or, if so specified, in part, at the
election of the Company, at the applicable redemption price (as
described in the following sentence) plus accrued interest to the
date fixed for redemption. Such redemption price shall be the
Initial Redemption Price specified above for the twelve-month
period commencing on the Initial Redemption Date and shall
decline for the twelve-month period commencing on each
anniversary of the Initial Redemption Date by a percentage of
principal amount equal to the Reduction Percentage specified
above until such redemption price is 100% of the principal amount
of this Security to be redeemed.
Notwithstanding the foregoing, the Company may not,
prior to the Redemption Limitation Date, if any, specified above,
redeem this Security as contemplated above as a part of, or in
anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an effective
interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than the effective
interest cost to the Company (similarly calculated) of this
Security.
Notice of redemption shall be given by mail to Holders
of Securities, not less than 30 days nor more than 90 days prior
to the date fixed for redemption, all as provided in the
Indenture. As provided in the Indenture, notice of redemption as
aforesaid may state that such redemption shall be conditional
upon the receipt by the Trustee of money sufficient to pay the
Redemption Price of, and interest, if any, on, this Security on
or prior to the date fixed for such redemption. A notice of
redemption so conditioned shall be of no force or effect if such
money is not so received; and, in such event, the Company shall
not be required to redeem this Security.
The Company shall not be required to (a) register the
transfer of or exchange Securities of this series and Tranche
during a period of 15 days immediately preceding the selection of
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Securities of this series and Tranche to be called for redemption
or (b) issue, register the transfer of to exchange any
Security so selected for redemption, in whole or in part, except
the unredeemed portion of any Security being redeemed in part.
In the event of redemption of this Security in part
only, a new Security or Securities of this series and Tranche of
authorized denominations, of like tenor and in aggregate
principal amount equal to the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the surrender of
this Security.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the Trustee to enter into one or more
supplemental indentures for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Securities of all series then Outstanding under the Indenture,
considered as one class; provided, however, that if there shall
be Securities of more than one series Outstanding under the
Indenture and if a proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series so directly affected,
considered as one class, shall be required; and provided,
further, that if the Securities of any series shall have been
issued in more than one Tranche and if the proposed supplemental
indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such Tranches,
then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
any series then Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, and premium, if any, and interest, on,
this Security at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the Corporate Trust
Office of the Trustee or such other office or agency as may be
designated by the Company for such purpose in the Borough of
Manhattan, The City of New York, New York, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and, thereupon, one or more new Securities of this
series and Tranche of authorized denominations and of like tenor
and aggregate principal amount will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only as
Registered Securities, without coupons, in denominations of
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$1,000 and any amount in excess thereof that is an integral
multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
and Tranche are exchangeable for a like aggregate principal
amount of Securities of the same series and Tranche, of any
authorized denominations, requested by the Holder surrendering
the same, and of like tenor upon surrender of the Security or
Securities to be exchanged at the Corporate Trust Office of the
Trustee or such other office or agency as may be designated by
the Company for such purpose in the Borough of Manhattan, The
City of New York, New York.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for registra-
tion of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Securities shall be governed by
and construed in accordance with the laws of the State of New
York.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
As provided in the Indenture, no recourse shall be had
for the payment of the principal of, or premium, if any, or
interest on, any Securities, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, or of the
indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against any
incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any predecessor or
successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and all the
Securities are solely corporate obligations, and that no personal
liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer or director, as such, past,
present or future of the Company or of any predecessor or
successor corporation (either directly or through the Company or
a predecessor or successor corporation), because of the
indebtedness thereby authorized or under or by reason of any of
the obligations, covenants or agreements contained in the
Indenture or in any of the Securities or to be implied herefrom
or therefrom, and that any such personal liability is hereby
expressly waived and released as a condition of, and as part of
the consideration for, the execution of the Indenture and the
issuance of the Securities.
Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instru-
ment to be duly executed under its corporate seal as of the date
of authentication set forth below.
NORTHWEST NATURAL GAS COMPANY
By:
----------------------------------
[SEAL]
Attest:
--------------------------
This is one of the Securities of the series designated
in accordance with, and referred to in, the within-mentioned
Indenture.
Date of Authentication:
Bankers Trust Company
as Trustee
By:
------------------------------
Authorized Signatory
-------------------------
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
------------------------------
[please insert social security
or other identifying number of
assignee]
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[name and address of transferee must be printed or typewritten]
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the within Security of NORTHWEST NATURAL GAS COMPANY and does
hereby irrevocably constitute and appoint
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attorney, to transfer said Security on the books of the within-
mentioned Company, with full power or substitution in the
premises.
Dated:
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