EXHIBIT (4f.(1))
OFFICERS' CERTIFICATE
SUPPLEMENTAL TO THE OFFICERS' CERTIFICATE DATED JUNE 18, 1993
(UNDER SECTIONS 201 AND 301 OF THE INDENTURE
REFERRED TO 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, a Senior Vice
President and the 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 the 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
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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.
4. Pursuant to Section 301 of the Indenture, the
terms of any Tranche of the Notes, to the extent not established
in the Indenture, by an indenture supplemental to the Indenture,
in the Board Resolution or herein, shall be determined by the
officers of the Company and communicated to the Trustee by a
Company Order or Orders substantially in the form attached hereto
as Exhibit 2, or determined by an officer or officers of the
Company or its agent or agents and communicated to the Trustee in
accordance with procedures, acceptable to the Trustee, specified
in such Company Order or Orders.
5. The officers and agents of the Company who,
initially, are authorized, from time-to-time, to execute and
deliver Company Orders or any documents in connection therewith
and to carry out procedures specified therein are listed on the
Incumbency Certificate, dated the date hereof, attached hereto as
Exhibit 3.
6. An Opinion of Counsel, of even date herewith,
complying with Section 303 of the Indenture, is attached hereto
as Exhibit 4.
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IN WITNESS WHEREOF, we have hereunto signed our names this
15th day of January 1999.
/s/ Bruce R. DeBolt
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Senior Vice President
/s/ C.J. Rue
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Secretary