Exhibit C(16)
FIRST SUPPLEMENTAL INDENTURE OF TRUST
THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST, made and entered into as of
June 1, 1998 (the "First Supplemental Indenture"), by and between the Port of
St. Helens, Oregon, a municipal corporation of the State of Oregon (the
"Issuer") and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee (the
"Trustee"), with its principal office located in New York, New York, and, by
virtue of the laws of the State of New York, duly organized, existing and
authorized to accept and execute trusts of the character set out herein and in
that certain Indenture of Trust by and between the Issuer and Chemical Bank,
dated as of August 1, 1990 (the "Original Indenture")
WITNESSETH:
WHEREAS, pursuant to the Original Indenture (together with this First
Supplemental Indenture, the "Indenture") and the authority contained in Oregon
Revised Statutes Chapter 777 (the "Act"), the Issuer has heretofore issued its
$9,600,000 aggregate principal amount of Variable Rate Demand Pollution Control
Revenue Bonds, Series 1990A (Portland General Electric Company Project) (the
"Series 1990A Bonds"), which are currently outstanding in the aggregate
principal amount of $9,600,000, to finance, on behalf of Portland General
Electric Company (the "Company"), certain pollution control and solid waste
disposal facilities (the "Project"); and
WHEREAS, pursuant to that certain Lease and Sublease Agreement between the
Issuer and the Company, dated as of August 1, 1990 (the "Agreement"), the
Company has leased the Project to the Issuer, the Issuer has subleased the
Project to the Company and the Company has agreed to pay the Rental Payments (as
defined in the Agreement) for such subrental from the Issuer; and
WHEREAS, the Company has exercised the option given to it under the
Original Indenture to convert the interest on the Series 1990A Bonds from a
Daily Interest Rate (as defined in the Original Indenture) to a Term Interest
Rate (as defined in the Original Indenture), which Term Interest Rate shall
commence on July 1, 1998 and shall terminate on the final maturity date of the
Series 1990A Bonds; and
WHEREAS, the Company has requested the Issuer and the Trustee to enter into
this First Supplemental Indenture to amend the Original Indenture by amending
certain of the optional redemption provisions therein; and
WHEREAS, Section 9.2 of the Indenture provides, among other things, that
the Indenture may be amended by an indenture supplemental to the Original
Indenture, with the consent of the holders of 66-2/3 % in outstanding principal
amount of the Series 1990A Bonds; and
WHEREAS, the execution and delivery of this First Supplemental Indenture
have been in all respects duly authorized;
NOW, THEREFORE, this First Supplemental Indenture Witnesseth:
Section 1. Definitions. Unless the context otherwise requires, all
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Original Indenture.
Section 2. Representations. The Issuer and the Trustee represent the
following:
(a) the Original Indenture has not heretofore been supplemented or
amended;
(b) no Bonds other than the Series 1990A Bonds have heretofore been
issued under the Indenture; and
(c) the Bank is the issuer of the Letter of Credit currently
outstanding under the Indenture.
Section 3. Findings and Determinations. It is hereby found and determined
that the amendments to the Original Indenture set forth herein have been
approved by all holders of the Series 1990A Bonds and the Bank.
Section 4. Amendment of Section 4.1 of Original Indenture. Pursuant to the
authority contained in Section 9.2 of the Original Indenture, Section 4.1 of the
Original Indenture is hereby amended as follows:
(a) Subsection (b)(i)(B) of Section 4.1 of the Original Indenture is hereby
amended in its entirety to read as follows:
(B) The Series 1990A Bonds shall be redeemed in whole on any Interest
Payment Date (which for Bonds bearing interest at Flexible Interest Rates
shall be the latest Interest Payment Date on which interest is payable for
all Flexible Interest Rate Periods theretofore established) with Available
Moneys on deposit in the Bond Fund at a redemption price equal to the
principal amount thereof upon receipt by the Trustee of a written notice
from the Company stating that any of the following events has occurred and
that it therefore intends to exercise its option to prepay the payments due
under the Agreement in whole pursuant to Section 7.2 of the Agreement and
thereby effect the redemption of Series 1990A Bonds in whole:
(I) all or substantially all of the Facility shall be damaged or
destroyed and the Company shall determine that it is not practicable
or desirable to rebuild, repair and restore the Facility;
(II) all or substantially all of the Facility shall be condemned
or such use or control thereof shall be taken by eminent domain as to
render the Facility unsatisfactory to the Company for continued
operation;
(III) unreasonable burdens or excessive liabilities shall be
imposed upon the Issuer or the Company with respect to the Facility or
the operation thereof; or
-2-
(IV) all or substantially all of the property of the Company
shall be transferred or sold to any corporation other than an
affiliate of the Company or the Company shall be consolidated with or
merged into a corporation other than an affiliate of the Company in
such manner that the Company is not the surviving corporation.
provided, however, that the decommissioning of the Facility pursuant to the
Order dated April 15, 1996 issued by the United States Nuclear Regulatory
Commission in Docket No. 50-344 shall not constitute one of the events
described in (I), (II), (III) or (IV) immediately above permitting
redemption of the Series 1990A Bonds.
(b) Subsection (b)(i)(C) of Section 4.1 of the Original Indenture is hereby
amended in its entirety to read as follows:
(C) On the effective date of any Term Interest Rate Period, the Series
1990A Bonds shall be subject to redemption, in whole or in part with
Available Moneys on deposit in the Bond Fund, at the option of the Company,
at the principal amount thereof without premium. During any Term Interest
Rate Period, the Series 1990A Bonds also shall be subject to redemption, in
whole or in part, with Available Moneys on deposit in the Bond Fund, at the
option of the Company, at the times (measured in each case from the first
day of the applicable Term Interest Rate Period), and at the redemption
prices (expressed as percentages of principal amount) set forth below, plus
accrued interest, if any, to the redemption date:
REDEMPTION REDEMPTION
DATE PRICE
at any time on or after
July 1, 2008 102%
July 1, 2009 101
July 1, 2010 and thereafter 100
Section 5. Original Indenture in Full Force and Effect. Except as
specifically amended hereby, the Original Indenture is and shall remain in full
force and effect.
Section 6. Interest Rate Upon Conversion. The Term Interest Rate commencing
on July 1, 1998 is 5.25% on the Series 1990A Bonds.
Section 7. Execution of Several Counterparts. This First Supplemental
Indenture may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original; and all such
counterparts, or as many of them as the Issuer and the Trustee shall preserve
undestroyed, shall together constitute but one and the same instrument.
-3-
Section 8. Effective Date. This First Supplemental Indenture shall become
effective when the Swiss Bank Corporation, the Company and the holders of
66-2/3% in outstanding principal amount of the Series 1990A Bonds approve the
amendments herein contained to the Original Indenture.
-4-
IN WITNESS WHEREOF, the Port of St. Helens, Oregon, has caused this First
Supplemental Indenture to be signed in its name and its seal to be hereunto
affixed and attested by its duly authorized officers, respectively, and The
Chase Manhattan Bank has caused this First Supplemental Indenture to be signed
in its name and its seal to be hereunto affixed and attested by its duly
authorized officers, respectively, all as of the day and year first above
written.
XXXX XX XX. XXXXXX, XXXXXX
By: /s/ [illegible]
-----------------------------------
President
[SEAL]
ATTEST:
By /s/ [illegible]
------------------------------
Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By____________________________________
Its________________________________
-5-
IN WITNESS WHEREOF, the Port of St. Helens, Oregon, has caused this First
Supplemental Indenture to be signed in its name and its seal to be hereunto
affixed and attested by its duly authorized officers, respectively, and The
Chase Manhattan Bank has caused this First Supplemental Indenture to be signed
in its name and its seal to be hereunto affixed and attested by its duly
authorized officers, respectively, all as of the day and year first above
written.
XXXX XX XX. XXXXXX, XXXXXX
By:____________________________________
President
[SEAL]
ATTEST:
By_____________________________
Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By /s/ [illegible]
-----------------------------------
Its SENIOR TRUST OFFICER
-------------------------------
-5-
CONSENT OF THE BANK
Each of the undersigned hereby certify that they have the authority to
execute this Consent for and on behalf of UBS AG, Stamford Branch, successor in
interest to Swiss Bank Corporation, Stamford Branch, and do hereby, for and on
behalf of UBS AG, Stamford Branch, consent to the execution and delivery of the
foregoing First Supplemental Indenture of Trust, dated as of June 1, 1998 (the
"First Supplement"), by and between the Issuer and the Trustee (as each such
term is defined in the First Supplement).
UBS AG, STAMFORD BRANCH
By /s/ Xxxxx X. Xxxx
------------------------------------
Its Xxxxx X. Xxxx
--------------------------------
Executive Director,
Loan Portfolio Support, US
By /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Its Xxxxxx X. Xxxxxxx
------------------------------------
Associate Director
Loan Portfolio Support, US
-6-
CONSENT OF COMPANY
Portland General Electric Company does hereby consent to the execution and
delivery of the foregoing First Supplemental Indenture of Trust, dated as of
June 1, 1998 (the "First Supplement") by and between the Issuer and the Trustee
(as each such term is defined in the First Supplement).
PORTLAND GENERAL ELECTRIC COMPANY
By /s/ [illegible] JMS
------------------------------------
Its Vice President, Chief Financial
------------------------------------
Officer and Treasurer
-7-
Xxxxxxx, Xxxxx & Co. | 000 Xxxxxxxxxx Xxxxxx | Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Tel: 000-000-0000
Xxxxxxx
Sachs
July 1, 1998
The Depository Trust Company
0 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Proxy Department/Xxxxx Xxxxxxx
RE: $16,700,000
Port of St. Helens, Oregon
Variable Race Demand Pollution Control Revenue Bonds, 1995 Series B
(Portland General Electric Company Project)
CUSIP Number: 735328 AG 1
$9,600,000
Xxxx xx Xx. Xxxxxx, Xxxxxx
Variable Rate Demand Pollution Control Revenue Bonds, Series 1990A
(Portland General Electric Company Project)
CUSIP Number: 735328 AJ 5
Ladies and Gentlemen:
Please cause your nominee, Cede & Co., to sign the attached Consent
Agreements, and have Cede & Co.'s signature notarized, with respect to
$26,300,000 in principal amount of the above referenced Bonds (the "Bonds"), and
please fax the signed Consent Agreements to Xxxxxx X. Xxxxx. Esq. of Xxxxxxx and
Xxxxxx at (000) 000-0000, with delivery of the original Consent Agreements to be
made via Federal Express to Xx. Xxxxx and charged to the following Federal
Express account: 0000-0000-0. The Federal Express label should be addressed as
follows:
Xxxxxx X. Xxxxx
Xxxxxxx and Xxxxxx
00 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
The undersigned represents to the Depository Trust Company ("DTC") and Cede
& Co. that pursuant to a Remarketing Agreement dated June 12, 1998, by and
between Portland
General Electric Company and Xxxxxxx, Sachs & Co (the "Purchaser"), the
Purchaser is, on the date hereof, the sole beneficial owner of all of the
Remarketed Bonds and that all of the Bonds are registered in the name of Cede &
Co. In consideration of Cede & Co. signing the attached Consent Agreements, the
Purchaser hereby agrees to indemnify and hold harmless DTC and Cede & Co. from
and against all claims, losses, liabilities and expenses, including without
limitation, attorney's fees, arising out of or relating to the attached Consent
Agreements.
Very truly yours,
XXXXXXX, XXXXX & CO.
By /s/ Xxxxxxx Sachs & Co.
------------------------------------
Its
---------------------------------
Enclosure
-2-
CONSENT AGREEMENT
The undersigned, Cede & Co., as registered owner of the Port of St. Helens,
Oregon Variable Rate Demand Pollution Control Revenue Bonds (Portland General
Electric Company Project) (the "Bonds"), CUSIP 735328 AJ 5 upon the written
instructions received on the date hereof from Xxxxxxx Xxxxx & Co. (the
"Purchaser"), the purchaser and sole beneficial owner of the Bonds, hereby
consents, for itself and all subsequent owners the amendment and resatatement in
its entirety of Sections 4.1(b)(i)(B) and 4.1(b)(i)(C) of the Indenture of
Trust, dated as of August 1, 1990 (the "Indenture") between the Port of St.
Helens, Oregon (the "Issuer") and The Chase Manhattan Bank (the "Trustee") by
the First Supplemental Indenture of Trust dated as of June 1, 1998 (the
"Supplemental Indenture") between the Issuer and the Trustee, such
Supplernentatl Indenture to be in substantially the form attached hereto as
Exhibit A, with such changes, however, to the form of such Supplemental
Indenture as may be approved by the Purchaser, the Trustee and the Issuer.
The undersigned has caused this consent to be executed this July 1, 1998.
CEDE & CO.
By: /s/ Xxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxxxxx
-----------------------------
Title: Vice President
----------------------------
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On the 1st day of July, 1998, before me personally came Xxxx Xxxxxxxxxxx,
to me known, being by me duly sworn, did depose and say that his or her business
address is at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; that he or she is a
Partner of Cede & Co. and that he or she signed his or her name to the above
document with full authority on behalf of Cede & Co.
/s/ Xxx Xxxxxxxx
-------------------------------------
Notary Public
My Commission Expires: 9/30/99
---------------
Xxx Xxxxxxxx
Notary Public, State of New York
No. 01GO4836469
Qualified in Kings County
Commission Expires September 30, 1999
