Common use of Book-Entry Securities Clause in Contracts

Book-Entry Securities. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security issued in book-entry form pursuant to paragraph F above, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Security to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Book-Entry Security representing such Security that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Securities represented by a Book-Entry Security, the Trustee will xxxx such Book-Entry Security “canceled”, make appropriate entries in its records and send such canceled Book-Entry Security to the Company. The CUSIP number assigned to such Book-Entry Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Securities represented by a Book-Entry Security, the Trustee will exchange such Book-Entry Security for two Book-Entry Securities, one of which shall represent the Book-Entry Securities for which withdrawal messages are processed and shall be canceled immediately after issuance, and the other of which shall represent the other Securities previously represented by the surrendered Book-Entry Security and shall bear the CUSIP number of the surrendered Book-Entry Security. If the purchase price for any Book-Entry Security is not timely paid to the Participants with respect to such Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to paragraphs F and G above, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Security that was to have been represented by a Book-Entry Security also representing other Securities, the Trustee will provide, in accordance with paragraphs C and D above, for the authentication and issuance of a Book-Entry Security representing such remaining Securities and will make appropriate entries in its records. ANNEX II Northwest Natural Gas Company Medium-Term Notes Terms Agreement Banc of America Securities LLC Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Securities LLC 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 [Name of additional Agents, if any] Ladies and Gentlemen: Subject to the terms and conditions set forth herein and, to the extent provided below, in the Distribution Agreement, dated March 18, 2009 (the “Distribution Agreement”), among Northwest Natural Gas Company (the “Company”), on the one hand, and Banc of America Securities LLC, UBS Securities LLC, X.X. Xxxxxx Securities Inc., Xxxxx Xxxxxxx & Co. and each other person which shall become a party to the Distribution Agreement (each an “Agent” and, together, the “Agents”), on the other, the Company proposes to issue and sell to [Banc of America Securities LLC,] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] the Securities (as defined in the Distribution Agreement) specified in the Schedule hereto (the “Purchased Securities”), at the time, place and purchase price and upon the terms and conditions set forth in such Schedule. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth herein. Each reference in the Distribution Agreement to the Pricing Disclosure Package shall be deemed to refer to the items specified next to the caption “Pricing Disclosure Package” in the Schedule hereto. Each of the representations and warranties set forth in the Distribution Agreement shall be deemed to have been made by the Company at and as of the date of this Terms Agreement, except that each such representation and warranty which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented with respect to the Purchased Securities. A supplement to the Prospectus relating to the Purchased Securities, in the form heretofore delivered to and approved by you, is now proposed to be filed with the Commission in accordance with Rule 424(b) under the Act and the Term Sheet [and ] specified next to the caption “Pricing Disclosure Package” in the Schedule hereto is now proposed to be filed with the Commission in accordance with Rule 433 under the Act. Subject to the terms and conditions set forth herein and to those of the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to [Banc of America Securities LLC,] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] and [Banc of America Securities LLC.] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] agrees to purchase from the Company the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. NORTHWEST NATURAL GAS COMPANY By: Title: Accepted as of the date hereof: [BANC OF AMERICA SECURITIES LLC By: Title: ] [UBS SECURITIES LLC By: Title: ] By: Title: ] [X.X. XXXXXX SECURITIES INC. By: Title: ] [XXXXX XXXXXXX & CO. By: Title: ] [Name of other Agent, if any] Schedule to Annex II Title of Purchased Securities: Aggregate Principal Amount: $ Price to Public: Purchase Price by [Banc of America Securities LLC,] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent]: % of the principal amount of the Purchased Securities [, plus accrued interest from to ] [and accrued amortization of discount from to ]

Book-Entry Securities. If the Trustee fails to enter an SDFS deliver order with With respect to a Book-Entry Security issued in book-entry form pursuant to paragraph F above, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Security to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Book-Entry Security representing such Security that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Securities represented by a Book-Entry Security, the Trustee will xxxx such Book-Entry Security “canceled”, make appropriate entries in its records and send such canceled Book-Entry Security to the Company. The CUSIP number assigned to such Book-Entry Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Securities represented by a Book-Entry Security, the Trustee will exchange such Book-Entry Security for two Book-Entry Securities, one of which shall represent the Book-Entry Securities for which withdrawal messages are processed and shall be canceled immediately after issuance, identified in Schedule I hereto and the other of which shall represent the other Securities previously represented by the surrendered Book-Entry Security and Securities acquired by or on behalf of Pledgor from time to time with the Note Proceeds and/or other amounts deposited or accruing in the Pledged Collateral Accounts, Pledgor shall bear the CUSIP number of the surrendered promptly cause (i) such Book-Entry Security. If Securities to be credited to a Securities Intermediary's trust/custody account maintained at the purchase price Federal Reserve Bank at which such Securities Intermediary maintains a Participant's Securities Account (as such term is defined in 31 C.F.R. ss 357.2) (and to be identified on the records of such Federal Reserve Bank as being held for any the sole and exclusive account of such Securities Intermediary), (ii) such Securities Intermediary to credit by book-entry such Book-Entry Security is not timely paid to the Participants with respect to such Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to paragraphs F and G above, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred Securities as being held for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Notwithstanding Trustee and for the foregoingbenefit of the Trustee, upon any failure and (iii) such Securities Intermediary to settle with respect send a confirmation to a the Trustee that such Securities Intermediary is holding such Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effectSecurities for the account of the Trustee and for the benefit of the Trustee. In the event of a failure to settle with With respect to the Pledged Collateral, Pledgor and the Trustee hereby acknowledge and agree that IBJ Whitehall Bank & Trust Company ("IBJ") is the Securities Intermediary at which the securities accounts for the Pledged Collateral is maintained, and IBJ hereby agrees to maintain each of the Pledge Collateral Accounts as a Security "securities account" within the meaning of Article 8 of the Code in effect in the state of New York. IBJ hereby acknowledges that was to have been represented (i) it has by a book-entry credited the Book-Entry Security also representing other Securities, Securities to the Trustee will provide, in accordance with paragraphs C and D above, for the authentication and issuance of a Book-Entry Security representing such remaining Securities and will make appropriate entries in its records. ANNEX II Northwest Natural Gas Company Medium-Term Notes Terms Agreement Banc of America Securities LLC Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 UBS Securities LLC 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 [Name of additional Agents, if any] Ladies and Gentlemen: Subject to Trustee is the terms and conditions set forth herein and, to the extent provided below, in the Distribution Agreement, dated March 18, 2009 (the “Distribution Agreement”), among Northwest Natural Gas Company (the “Company”), on the one hand, and Banc of America Securities LLC, UBS Securities LLC, X.X. Xxxxxx Securities Inc., Xxxxx Xxxxxxx & Co. and each other person which shall become a party to the Distribution Agreement (each an “Agent” and, together, the “Agents”), on the other, the Company proposes to issue and sell to [Banc of America Securities LLC,] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] the Securities (as defined in the Distribution Agreement) specified in the Schedule hereto (the “Purchased Securities”), at the time, place and purchase price and upon the terms and conditions set forth in such Schedule. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth herein. Each reference in the Distribution Agreement to the Pricing Disclosure Package shall be deemed to refer to the items specified next to the caption “Pricing Disclosure Package” in the Schedule hereto. Each of the representations and warranties set forth in the Distribution Agreement shall be deemed to have been made by the Company at and as of the date of this Terms Agreement, except that each such representation and warranty which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented entitlement holder with respect to the Purchased Securities. A supplement to security entitlements therein, (ii) it shall, as Securities Intermediary, comply with all written entitlement orders originated by the Prospectus relating to Trustee without the Purchased Securitiesneed for further consent by Pledgor, in and (iii) the form heretofore delivered to and approved by you, is now proposed to be filed with Trustee shall have control over the Commission in accordance with Rule 424(b) under the Act Book-Entry Securities and the Term Sheet [security entitlements and ] specified next to the caption “Pricing Disclosure Package” in the Schedule hereto is now proposed to be filed with the Commission in accordance with Rule 433 under the Act. Subject to the terms and conditions set forth herein and to those of the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to [Banc of America Securities LLC,] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] and [Banc of America Securities LLCsecurities accounts relating thereto.] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] agrees to purchase from the Company the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. NORTHWEST NATURAL GAS COMPANY By: Title: Accepted as of the date hereof: [BANC OF AMERICA SECURITIES LLC By: Title: ] [UBS SECURITIES LLC By: Title: ] By: Title: ] [X.X. XXXXXX SECURITIES INC. By: Title: ] [XXXXX XXXXXXX & CO. By: Title: ] [Name of other Agent, if any] Schedule to Annex II Title of Purchased Securities: Aggregate Principal Amount: $ Price to Public: Purchase Price by [Banc of America Securities LLC,] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent]: % of the principal amount of the Purchased Securities [, plus accrued interest from to ] [and accrued amortization of discount from to ]

Book-Entry Securities. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security issued in book-entry form pursuant to paragraph F above, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Security to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Book-Entry Security representing such Security that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Securities represented by a Book-Entry Security, the Trustee will xxxx such Book-Entry Security “canceled”, make appropriate entries in its records and send such canceled Book-Entry Security to the Company. The CUSIP number assigned to such Book-Entry Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Securities represented by a Book-Entry Security, the Trustee will exchange such Book-Entry Security for two Book-Entry Securities, one of which shall represent the Book-Entry Securities for which withdrawal messages are processed and shall be canceled immediately after issuance, and the other of which shall represent the other Securities previously represented by the surrendered Book-Entry Security and shall bear the CUSIP number of the surrendered Book-Entry Security. If the purchase price for any Book-Entry Security is not timely paid to the Participants with respect to such Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to paragraphs F and G above, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Security that was to have been represented by a Book-Entry Security also representing other Securities, the Trustee will provide, in accordance with paragraphs C and D above, for the authentication and issuance of a Book-Entry Security representing such remaining Securities and will make appropriate entries in its records. ANNEX II Northwest Natural Gas Company Medium-Term Notes Terms Agreement Banc of America Securities LLC Xxx [Xxxxxxx Lynch, Pierce, Xxxxxx Xxxx & Xxxxx Incorporated 4 World Financial Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 00000] [UBS Securities LLC 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 00000] [X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 00000] [Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx XxxxxxxxxxxXX Xxxxx Xxxxxx, XX 00000 Xxxxx 0000 Xxxxxxxx, Xxxxxx 00000] [Name of additional Agents, if any] Ladies and Gentlemen: Subject to the terms and conditions set forth herein and, to the extent provided below, in the Distribution Agreement, dated March 18September 28, 2009 2004 (the “Distribution Agreement”), among amongst Northwest Natural Gas Company (the “Company”), on the one hand, and Banc of America Securities LLCXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC, X.X. Xxxxxx Securities Inc., Xxxxx Xxxxxxx & Co. and each other person which shall become a party to the Distribution Agreement (each an “Agent” and, together, the “Agents”), on the other, the Company proposes to issue and sell to [Banc of America Securities LLC,Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] the Securities (as defined in the Distribution Agreement) specified in the Schedule hereto (the “Purchased Securities”), at the time, place and purchase price and upon the terms and conditions set forth in such Schedule. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth herein. Each reference in the Distribution Agreement to the Pricing Disclosure Package shall be deemed to refer to the items specified next to the caption “Pricing Disclosure Package” in the Schedule hereto. Each of the representations and warranties set forth in the Distribution Agreement shall be deemed to have been made by the Company at and as of the date of this Terms Agreement, except that each such representation and warranty which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented with respect to the Purchased Securities. A supplement to the Prospectus relating to the Purchased Securities, in the form heretofore delivered to and approved by you, is now proposed to be filed with the Commission in accordance with Rule 424(b) under the Act and the Term Sheet [and ] specified next to the caption “Pricing Disclosure Package” in the Schedule hereto is now proposed to be filed with the Commission in accordance with Rule 433 under the Act. Subject to the terms and conditions set forth herein and to those of the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to [Banc of America Securities LLC,Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] and [Banc of America Securities LLC.Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] agrees to purchase from the Company the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. NORTHWEST NATURAL GAS COMPANY By: Title: Accepted as of the date hereof: [BANC OF AMERICA SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED] By: Title: ] [UBS SECURITIES LLC By: Title: ] By: Title: ] [X.X. XXXXXX SECURITIES INC. By: Title: ] [XXXXX XXXXXXX & CO. By: Title: ] [Name of other Agent, if any] Schedule to Annex II Title of Purchased Securities: Aggregate Principal Amount: $ Price to Public: Purchase Price by [Banc of America Securities LLC,Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent]: % of the principal amount of the Purchased Securities [, plus accrued interest from to ] [and accrued amortization of discount from to ]

Book-Entry Securities. If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Security issued in book-entry form pursuant to paragraph F above, the Trustee may deliver to DTC, through DTC’s Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Security to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Book-Entry Security representing such Security that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Securities represented by a Book-Entry Security, the Trustee will xxxx such Book-Entry Security “canceled”, make appropriate entries in its records and send such canceled Book-Entry Security to the Company. The CUSIP number assigned to such Book-Entry Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Securities represented by a Book-Entry Security, the Trustee will exchange such Book-Entry Security for two Book-Entry Securities, one of which shall represent the Book-Entry Securities for which withdrawal messages are processed and shall be canceled immediately after issuance, and the other of which shall represent the other Securities previously represented by the surrendered Book-Entry Security and shall bear the CUSIP number of the surrendered Book-Entry Security. If the purchase price for any Book-Entry Security is not timely paid to the Participants with respect to such Security by the beneficial purchaser thereof (or a person, including an indirect participant in DTC acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC’s Participant Terminal System reversing the orders entered pursuant to paragraphs F and G above, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Security, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Security that was to have been represented by a Book-Entry Security also representing other Securities, the Trustee will provide, in accordance with paragraphs C and D above, for the authentication and issuance of a Book-Entry Security representing such remaining Securities and will make appropriate entries in its records. ANNEX II Northwest Natural Gas Company Medium-Term Notes Terms Agreement Banc of America Securities LLC Xxx [Xxxxxxx Lynch, Pierce, Xxxxxx Xxxx & Xxxxx Incorporated 4 World Financial Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 00000] [UBS Securities LLC 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 00000] [X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 00000] [Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 Xxxxxxxxx 00000] [Name of additional Agents, if any] Ladies and Gentlemen: Subject to the terms and conditions set forth herein and, to the extent provided below, in the Distribution Agreement, dated March 18September 28, 2009 2004, amended and restated on December 7, 2006 (the “Distribution Agreement”), among amongst Northwest Natural Gas Company (the “Company”), on the one hand, and Banc of America Securities LLCXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC, X.X. Xxxxxx Securities Inc., Xxxxx Xxxxxxx & Co. and each other person which shall become a party to the Distribution Agreement (each an “Agent” and, together, the “Agents”), on the other, the Company proposes to issue and sell to [Banc of America Securities LLC,Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] the Securities (as defined in the Distribution Agreement) specified in the Schedule hereto (the “Purchased Securities”), at the time, place and purchase price and upon the terms and conditions set forth in such Schedule. Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents, as agents of the Company, of offers to purchase Securities is incorporated herein by reference, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth herein. Each reference in the Distribution Agreement to the Pricing Disclosure Package shall be deemed to refer to the items specified next to the caption “Pricing Disclosure Package” in the Schedule hereto. Each of the representations and warranties set forth in the Distribution Agreement shall be deemed to have been made by the Company at and as of the date of this Terms Agreement, except that each such representation and warranty which makes reference to the Prospectus shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented with respect to the Purchased Securities. A supplement to the Prospectus relating to the Purchased Securities, in the form heretofore delivered to and approved by you, is now proposed to be filed with the Commission in accordance with Rule 424(b) under the Act and the Term Sheet [and ] specified next to the caption “Pricing Disclosure Package” in the Schedule hereto is now proposed to be filed with the Commission in accordance with Rule 433 under the Act. Subject to the terms and conditions set forth herein and to those of the Distribution Agreement incorporated herein by reference, the Company agrees to issue and sell to [Banc of America Securities LLC,Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] and [Banc of America Securities LLC.Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent] agrees to purchase from the Company the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. NORTHWEST NATURAL GAS COMPANY By: Title: Accepted as of the date hereof: [BANC OF AMERICA SECURITIES LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED] By: Title: ] [UBS SECURITIES LLC By: Title: ] By: Title: ] [X.X. XXXXXX SECURITIES INC. By: Title: ] [XXXXX XXXXXXX & CO. By: Title: ] [Name of other Agent, if any] Schedule to Annex II Title of Purchased Securities: Aggregate Principal Amount: $ Price to Public: Purchase Price by [Banc of America Securities LLC,Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [UBS Securities LLC,] [X.X. Xxxxxx Securities Inc.,] [Xxxxx Xxxxxxx & Co.,] [Name of other Agent]: % of the principal amount of the Purchased Securities [, plus accrued interest from to ] [and accrued amortization of discount from to ]