Exhibit C(4)
______________________________________________________________________________
PORTLAND GENERAL ELECTRIC COMPANY
TO
HSBC BANK USA
(FORMERLY THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
Trustee.
Fifty-third Supplemental Indenture
Dated: May 1, 2003
$142,400,000 First Mortgage Bonds,
Collateral Series A due 2033
Collateral Series B due 2033
Collateral Series C due 2033
Supplemental to Indenture of Mortgage and Deed of Trust,
dated July 1, 1945 of Portland General Electric Company.
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
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This FIFTY-THIRD SUPPLEMENTAL INDENTURE (hereinafter this
"Supplemental Indenture"), dated May 1, 2003 is made by and between Portland
General Electric Company, an Oregon corporation (hereinafter called the
"Company"), and HSBC Bank USA (formerly The Marine Midland Trust Company of New
York), a New York banking corporation and trust company (hereinafter called the
"Trustee").
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage and Deed of Trust (herein sometimes referred to as the
"Original Indenture"), dated July 1, 1945, to the Trustee to secure an issue of
First Mortgage Bonds of the Company; and
WHEREAS, bonds in the aggregate principal amount of $34,000,000 have
heretofore been issued under and in accordance with the terms of the Original
Indenture as bonds of an initial series designated "First Mortgage Bonds, 3-1/8%
Series due 1975" (herein sometimes referred to as the "Bonds of the 1975
Series"); and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee several supplemental indentures which provided, among other things, for
the creation or issuance of several new series of First Mortgage Bonds under the
terms of the Original Indenture as follows:
Supplemental
Indenture Dated Series Designation Principal Amount
--------- ----- ------------------ ----------------
First 11-1-47 3-1/2 % Series due 1977 $ 6,000,000 (1)
Second 11-1-48 3-1/2 % Series due 1977 4,000,000 (1)
Third 5-1-52 3-1/2 % Second Series due 1977 4,000,000 (1)
Fourth 11-1-53 4-1/8 % Series due 1983 8,000,000 (2)
Fifth 11-1-54 3-3/8 % Series due 1984 12,000,000 (1)
Sixth 9-1-56 4-1/4 % Series due 1986 16,000,000 (1)
Seventh 6-1-57 4-7/8 % Series due 1987 10,000,000 (1)
Eighth 12-1-57 5-1/2 % Series due 1987 15,000,000 (3)
Ninth 6-1-60 5-1/4 % Series due 1990 15,000,000 (1)
Tenth 11-1-61 5-1/8 % Series due 1991 12,000,000 (1)
Eleventh 2-1-63 4-5/8 % Series due 1993 15,000,000 (1)
Twelfth 6-1-63 4-3/4 % Series due 1993 18,000,000 (1)
Thirteenth 4-1-64 4-3/4 % Series due 1994 18,000,000 (1)
Fourteenth 3-1-65 4.70 % Series due 1995 14,000,000 (1)
Fifteenth 6-1-66 5-7/8 % Series due 1996 12,000,000 (1)
Sixteenth 10-1-67 6.60 % Series due October 1, 1997 24,000,000 (1)
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Supplemental
Indenture Dated Series Designation Principal Amount
--------- ----- ------------------ ----------------
Seventeenth 4-1-70 8-3/4 % Series due April 1, 1977 20,000,000 (1)
Eighteenth 11-1-70 9-7/8 % Series due November 1, 2000 20,000,000 (4)
Nineteenth 11-1-71 8 % Series due November 1, 2001 20,000,000 (4)
Twentieth 11-1-72 7-3/4 % Series due November 1, 2002 20,000,000 (4)
Twenty-first 4-1-73 7.95 % Series due April 1, 2003 35,000,000 (4)
Twenty-second 10-1-73 8-3/4 % Series due October 1, 2003 17,000,000 (4)
Twenty-third 12-1-74 10-1/2 % Series due December 1, 1980 40,000,000 (1)
Twenty-fourth 4-1-75 10 % Series due April 1, 1982 40,000,000 (1)
Twenty-fifth 6-1-75 9-7/8 % Series due June 1, 1985 27,000,000 (1)
Twenty-sixth 12-1-75 11-5/8 % Series due December 1, 2005 50,000,000 (4)
Twenty-seventh 4-1-76 9-1/2 % Series due April 1, 2006 50,000,000 (4)
Twenty-eighth 9-1-76 9-3/4 % Series due September 1, 1996 62,500,000 (4)
Twenty-ninth 6-1-88 8-3/4 % Series due June 1, 2007 50,000,000 (4)
Thirtieth 10-1-78 9.40 % Series due January 1, 1999 25,000,000 (4)
Thirty-first 11-1-78 9.80 % Series due November 1, 1998 50,000,000 (4)
Thirty-second 2-1-80 13-1/4 % Series due February 1, 2000 55,000,000 (4)
Thirty-third 8-1-80 13-7/8 % Series due August 1, 2010 75,000,000 (4)
Thirty-sixth 10-1-82 13-1/2 % Series due October 1, 2012 75,000,000 (4)
Thirty-seventh 11-15-84 11-5/8 % Extendable Series A due 75,000,000 (4)
November 15, 1999
Thirty-eighth 6-1-85 10-3/4 % Series due June 1, 1995 60,000,000 (4)
Thirty-ninth 3-1-86 9-5/8 % Series due March 1, 2016 100,000,000 (4)
Xxxxxxxx 00-0-00 Xxxxxx Xxxx Note Series 200,000,000
Xxxxx-xxxxx 00-0-00 Xxxxxx Xxxx Note Series I 150,000,000
Forty-second 4-1-93 7-3/4 % Series due April 15, 2023 150,000,000
Forty-third 7-1-93 Medium Term Notes Series II 75,000,000
Forty-fourth 8-1-94 Medium Term Notes Series III 75,000,000 (1)
Forty-fifth 5-1-95 Medium Term Notes Series IV 75,000,000
Forty-sixth 8-1-96 Medium Term Notes Series V 50,000,000 (1)
Forty-seventh 12-14-01 Second Series due 2002 150,000,000 (4)
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Supplemental
Indenture Dated Series Designation Principal Amount
--------- ----- ------------------ ----------------
Forty-eighth 6-1-02 Collateral Series due 2003 72,000,000
Forty-ninth 6-1-02 Second Collateral Series due 2003 150,000,000
Fiftieth 10-1-02 8-1/8 % Series Due 2010 150,000,000
Fifty-first 10-1-02 5.6675 % Series Due 2012 100,000,000
Fifty-second 4-1-03 5.279 % Series Due 2013 50,000,000
(1) Paid in full at maturity.
(2) This entire issue of Bonds was redeemed out of proceeds from the sale of
First Mortgage Bonds, 3-3/8% Series due 1984.
(3) This entire issue of Bonds was redeemed out of proceeds from the sale of
First Mortgage Bonds, 4-5/8% Series due 1993.
(4) Redeemed in full prior to maturity.
which bonds are sometimes referred to herein as the "Bonds of the 1977 Series,"
"Bonds of the 1977 Second Series," "Bonds of the 1983 Series," "Bonds of the
1984 Series," "Bonds of the 1986 Series," "Bonds of the 4-7/8% Series due 1987,"
"Bonds of the 5 1/2% Series due 1987," "Bonds of the 1990 Series," "Bonds of the
1991 Series," "Bonds of the 4-5/8% Series due 1993," "Bonds of the 4 3/4% Series
due 1993," "Bonds of the 1994 Series," "Bonds of the 1995 Series," "Bonds of the
1996 Series," "Bonds of the 1997 Series," "Bonds of the 1977 Third Series,"
"Bonds of the 2000 Series," "Bonds of the 2001 Series," "Bonds of the 2002
Series," "Bonds of the 2003 Series," "Bonds of the 2003 Second Series," "Bonds
of the 1980 Series," "Bonds of the 1982 Series," "Bonds of the 1985 Series,"
"Bonds of the 2005 Series," "Bonds of the 2006 Series," "Bonds of the 1996
Second Series," "Bonds of the 2007 Series," "Bonds of the 1999 Series," "Bonds
of the 1998 Series," "Bonds of the 2000 Second Series," "Bonds of the 2010
Series," "Bonds of the 2012 Series," "Bonds of the Extendable Series A," "Bonds
of the 1995 Second Series," "Bonds of the 2016 Series," "Bonds of the Medium
Term Note Series," "Bonds of the Medium Term Note Series I," "Bonds of the 2023
Series," "Bonds of the Medium Term Note Series II," "Bonds of the Medium Term
Note Series III," "Bonds of the Medium Term Note Series IV," "Bonds of the
Medium Term Note Series V," "Bonds of the 2002 Second Series," "Bonds of the
Collateral Series," and "Bonds of the Second Collateral Series," "Bonds of the
2010 Second Series," "Bonds of the 2012 Second Series," and "Bonds of the 2011
Series," respectively; and
WHEREAS, the Original Indenture provides that the Company and the
Trustee, subject to the conditions and restrictions in the Original Indenture
contained, may enter into an indenture or indentures supplemental thereto, which
shall thereafter form a part of said Original Indenture, among other things, to
mortgage, pledge, convey, transfer or assign to the Trustee and to subject to
the lien of the Original Indenture with the same force and effect as though
included in the granting clauses thereof, additional properties acquired by the
Company after the execution and delivery of the Original Indenture, and to
provide for the creation of any series of bonds (other than the Bonds of the
1975 Series), designating the series to be created and specifying the form
-4-
and provisions of the bonds of such series as therein provided or permitted, and
to provide a sinking, amortization, replacement or other analogous fund for the
benefit of all or any of the bonds of any one or more series, of such character
and of such amount, and upon such terms and conditions as shall be contained in
such supplemental indenture; and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee fifty-two supplemental indentures amending in certain respects the
Original Indenture (such Original Indenture as so supplemented and amended is
hereinafter referred to as the "Mortgage"); and
WHEREAS, the Company desires to further amend the Mortgage in certain
respects pursuant to Section 17.01 of the Original Indenture, and the Trustee
has agreed to such amendments; and
WHEREAS, the Company desires to provide for the creation of three new
series of bonds to be known as "First Mortgage Bonds, Collateral Series A due
2033" (sometimes herein referred to as the "Bonds of the 2033 Series A"), "First
Mortgage Bonds, Collateral Series B due 2033" (sometimes herein referred to as
the "Bonds of the 2033 Series B"), and "First Mortgage Bonds, Collateral Series
C due 2033" (sometimes herein referred to as the "Bonds of the 2033 Series C")
(together, sometimes herein referred to as the "Bonds of the 2033 Series"), and
to specify the form and provisions of the Bonds of the 2033 Series, and to
mortgage, pledge, convey, transfer or assign to the Trustee and to subject to
the lien of the Mortgage certain additional properties acquired by the Company
since the execution and delivery of the Original Indenture; and
WHEREAS, the Company intends at this time to issue $23,600,000
aggregate principal amount of Bonds of the 2033 Series A, $97,800,000 aggregate
principal amount of Bonds of the 2033 Series B, and $21,000,000 aggregate
principal amount of Bonds of the 2033 Series C, in each case under and in
accordance with the terms of the Mortgage and this Supplemental Indenture (the
Mortgage as so supplemented and amended by this Supplemental Indenture referred
to as the "Indenture"); and
WHEREAS, the Bonds of the 2033 Series A and the Trustee's
authentication certificate to be executed on the Bonds of the 2033 Series A are
to be substantially in the following form, respectively:
-5-
(Form of Bond of the Collateral Series A due 2033)
[Face of Bond]
THIS BOND IS NOT TRANSFERABLE EXCEPT AS REQUIRED TO EFFECT TRANSFER TO ANY
SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE DATED AS OF MAY 1, 0000 XXXXXXX XXX
XXXX XX XXXXXX, XXXXXX AND X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
(FORMERLY KNOWN AS CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
ASSOCIATION), AS TRUSTEE.
No. _____ $__________
CUSIP No. _____
$23,600,000
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, COLLATERAL SERIES A DUE 2033
Portland General Electric Company, an Oregon corporation (hereinafter
sometimes called the "Company"), for value received, hereby promises to pay to
X.X. Xxxxxx Trust Company, National Association (formerly known as Chase
Manhattan Bank and Trust Company, National Association), as trustee under the
Trust Indenture from the Port of Xxxxxx, Oregon ("Issuer") dated as of May 1,
1998, as amended and restated as of May 1, 2003 (the "Xxxxxx 1998 Indenture"),
and any successor trustee under the Xxxxxx 1998 Indenture, or registered
assigns, the principal sum of Twenty-Three Million, Six Hundred Thousand Dollars
($23,600,000) on May 1, 2033 (the "Maturity Date"), except to the extent
redeemed or repaid prior to the Maturity Date, and to pay interest thereon as
hereinafter provided.
Payment of the principal of and interest on this bond will be made in
immediately available funds at the office or agency of the Company maintained
for that purpose 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 payment of public and private debts.
Reference is hereby made to the further provisions of this bond set
forth on the reverse hereof, including terms of redemption, and such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.
This bond shall not become or be valid or obligatory for any purpose
until the authentication certificate hereon shall have been signed by the
Trustee.
-6-
IN WITNESS WHEREOF, PORTLAND GENERAL ELECTRIC COMPANY has caused this
instrument to be executed manually or in facsimile by its duly authorized
officers and has caused a facsimile of its corporate seal to be imprinted
hereon.
Dated:
PORTLAND GENERAL ELECTRIC COMPANY
By:__________________________________
[Title]
Attest: ______________________
[Assistant] Secretary
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(Form of Trustee's Authentication Certificate for
Bonds of the Collateral Series A due 2033)
This is one of the bonds, of the series designated herein, described
in the within-mentioned Indenture.
HSBC BANK USA, AS TRUSTEE
By:__________________________
Authorized Officer
-8-
[Reverse of Bond]
This bond is one of the bonds of a series designated as First Mortgage
Bonds, Collateral Series A due 2033 (sometimes herein referred to as the "Bonds
of the 2033 Series A") limited to a maximum aggregate principal amount of
$23,600,000. Bonds of the 2033 Series A are bonds of an authorized issue of
bonds of the Company known as First Mortgage Bonds, not limited as to maximum
aggregate principal amount, all issued or issuable in one or more series under
and equally secured (except insofar as any sinking fund, replacement fund or
other fund established in accordance with the provisions of the Indenture
hereinafter mentioned may afford additional security for the bonds of any
specific series) by an Indenture of Mortgage and Deed of Trust dated July 1,
1945, duly executed and delivered by the Company to HSBC Bank USA (formerly
known as The Marine Midland Trust Company of New York), as Trustee, as
supplemented, amended and modified by fifty-two supplemental indentures and by
the Fifty-third Supplemental Indenture (such Indenture of Mortgage and Deed of
Trust as so supplemented, amended and modified by such fifty-two supplemental
indentures and the Fifty-third Supplemental Indenture being hereinafter called
the "Indenture"), to which Indenture reference is hereby made for a description
of the property mortgaged and pledged as security for said bonds, the nature and
extent of the security, and the rights, duties and immunities thereunder of the
Trustee, the rights of the holders of said bonds and of the Trustee and of the
Company in respect of such security, and the terms upon which said bonds may be
issued thereunder. Capitalized terms used herein and not defined herein shall
have the respective meanings in the Indenture, unless otherwise noted.
This bond has been issued to secure payment of certain of the
Company's obligations under the Loan Agreement dated as of May 1, 1998, as
supplemented as of May 1, 2003 by the First Supplemental Loan Agreement
(together, the "Xxxxxx Loan Agreement") between the Port of Xxxxxx, Oregon and
the Company. The Loan Agreement was executed in connection with the issuance of
the $23,600,000 aggregate principal amount of Port of Xxxxxx, Oregon Pollution
Control Revenue Refunding Bonds (Portland General Electric Company Project)
Series 1998A (the "Xxxxxx Bonds Series 1998") pursuant to the Xxxxxx 1998
Indenture. The obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on this bond, including any
obligation to redeem, or pay upon acceleration, all or a portion of the
principal amount of this bond prior to the Maturity Date, shall be fully or
partially, as the case may be, satisfied and discharged to the extent that the
equivalent amounts under the Xxxxxx Loan Agreement shall have been fully or
partially paid. Satisfaction of any obligation under this bond to the extent
that payment is made with respect to the Xxxxxx Loan Agreement means that if any
payment is made under the Xxxxxx Loan Agreement, a corresponding payment
obligation with respect to the principal of or interest on this bond (including
any obligation to redeem, or pay upon acceleration, all or a portion of the
principal amount of this bond prior to the Maturity Date), shall be deemed
discharged in the same proportion and amount as such payment discharges the
outstanding obligations with respect to the Xxxxxx Loan Agreement. The Trustee
under the Indenture may conclusively presume that the obligation of the Company
to make payments with respect to the principal of and premium, if any, and
interest on this bond shall have been fully discharged and satisfied unless and
until the Trustee shall have received a written notice from the trustee under
the Xxxxxx 1998 Indenture stating (i) that timely payment of the amounts due
under the Xxxxxx Loan Agreement has not been made such that an "event of
-9-
default" under the Xxxxxx Loan Agreement has occurred, and (ii) the amount of
funds required to pay the amounts then due under the Xxxxxx Loan Agreement.
The bonds of this series shall mature on the same date and in the same
principal amount, bear interest at the same rates payable at the same times and
be redeemable on the same dates and at the same redemption prices, in each case
as the Xxxxxx Bonds Series 1998. In particular, the Bonds of the 2033 Series A
are subject to optional and mandatory redemption at the same times and at
equivalent redemption prices as the Xxxxxx Bonds Series 1998 are under Section
4.02 and Section 4.03 of the Xxxxxx 1998 Indenture.
The Bonds of the 2033 Series A are not subject to any sinking fund.
In addition to the terms of redemption set forth above, the Bonds of
the 2033 Series A shall be redeemed prior to maturity as a whole at any time in
the instances provided in the Indenture by the application of proceeds of the
sale or other disposition substantially as an entirety of the Company's electric
properties at Portland, Oregon, upon payment of (a) the principal amount of the
Bonds of the 2033 Series A, (b) unpaid interest accrued thereon to the date of
such redemption, and (c) an amount equal to the interest that would become due
on the Xxxxxx Bonds Series 1998 from the date of such redemption through the end
of the then-current Term Interest Rate Period (as defined in the Xxxxxx 1998
Indenture), upon notice given not more than ninety (90) nor less than thirty
(30) days prior to the date of such redemption.
If this bond or any portion hereof ($5,000 or an integral multiple
thereof) is duly called for redemption and payment duly provided for as
specified in the Indenture, this bond or such portion thereof shall cease to be
entitled to the lien of the Indenture from and after the date payment is so
provided for and shall cease to bear interest from and after the date fixed for
such redemption.
In the event of the selection for redemption of a portion only of the
principal of this bond, payment of the redemption price will be made only upon
surrender of this bond in exchange for a bond or bonds (but only of authorized
denominations of the same series) for the unredeemed balance of the principal
amount of this bond.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five percent
in principal amount of the bonds (exclusive of bonds disqualified by reason of
the Company's interest therein) at the time outstanding, including, if more than
one series of bonds shall be at the time outstanding, not less than sixty
percent in principal amount of each series affected, to effect, by an indenture
supplemental to the Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the holders of the bonds and
coupons; provided, however, that no such modification or alteration shall be
made without the written approval or consent of all holders hereof which will
(i) extend the maturity of this bond or reduce the rate or extend the time of
payment of interest hereon, or reduce the amount of the principal hereof, or
reduce any premium payable on the redemption hereof, (ii) permit the creation of
any lien, not otherwise permitted, prior to or on a parity with the lien of the
Indenture, or (iii) reduce the percentage of the principal amount of the bonds
upon the approval or consent of the holders of which modifications or
alterations may be made as aforesaid.
-10-
The transfer of this bond is registrable by the registered owner
hereof in person or by such owner's attorney duly authorized in writing, at the
corporate trust office of the Trustee in the Borough of Manhattan, City and
State of New York, upon surrender of this bond for cancellation and upon payment
of any taxes or other governmental charges payable upon such transfer, and
thereupon a new registered bond or bonds of the same series and of a like
aggregate principal amount will be issued to the transferee or transferees in
exchange therefor.
The Company, the Trustee and any paying agent may deem and treat the
person in whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payments of or on account of the principal hereof and
interest due hereon, and for all other purposes, whether or not this bond shall
be overdue, and neither the Company, the Trustee nor any paying agent shall be
affected by any notice to the contrary.
If an event of default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and payable before maturity
in the manner and with the effect provided in the Indenture. The holders,
however, of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series,
may in certain cases, to the extent and as provided in the Indenture, waive
certain defaults thereunder and the consequences of such defaults. Any Event of
Default described in Section 9.01(a), 9.01(b) or 9.01(c) of the Xxxxxx 1998
Indenture shall be deemed to be an event of default for purposes of Article
Eleven of the Indenture in payment of the principal of, or premium or interest
on the Bonds of the 2033 Series A in the amount of the defaulted principal,
premium or interest due (whether as a component of purchase price under Section
9.01(c) of the Xxxxxx 1998 Indenture or otherwise) on the Xxxxxx Bonds Series
1998; subject, however, to the condition that any waiver or cure of any such
Event of Default under the Xxxxxx 1998 Indenture and a rescission and annulment
of its consequences shall constitute a waiver or cure of the corresponding event
or events of default under the Indenture on the Bonds of the 2033 Series A and a
rescission and annulment of the consequences thereof thereunder, but no such
waiver or cure and rescission and annulment will extend to or affect any other
event of default or any subsequent event of default or impair any right or
remedy consequent thereon.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof or of the Indenture, against any incorporator, shareholder, director or
officer, past, present or future, as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or such
predecessor or successor corporation, under any constitution or statute or rule
of law, or by the enforcement of any assessment or penalty, or otherwise, all
such liability of incorporators, shareholders, directors and officers, as such,
being waived and released by the holder and owner hereof by the acceptance of
this bond and as provided in the Indenture.
The Indenture provides that this bond shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with and governed by the laws of said State.
(End of Form of Bond of the Collateral Series A due 2033)
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and
WHEREAS, the Bonds of the 2033 Series B and the Trustee's
authentication certificate to be executed on the Bonds of the 2033 Series B are
to be substantially in the following form, respectively:
-12-
(Form of Bond of the Collateral Series B due 2033)
[Face of Bond]
THIS BOND IS NOT TRANSFERABLE EXCEPT AS REQUIRED TO EFFECT TRANSFER TO ANY
SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE DATED AS OF MAY 1, 0000 XXXXXXX XXX
XXXX XX XXXXXXX, XXXXXXX AND X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
(FORMERLY KNOWN AS CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
ASSOCIATION), AS TRUSTEE.
No. _____ $__________
CUSIP No. _____
$97,800,000
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, COLLATERAL SERIES B DUE 2033
Portland General Electric Company, an Oregon corporation (hereinafter
sometimes called the "Company"), for value received, hereby promises to pay to
X.X. Xxxxxx Trust Company, National Association (formerly known as Chase
Manhattan Bank and Trust Company, National Association), as trustee under the
Trust Indenture from the City of Forsyth, Montana ("Issuer") dated as of May 1,
1998, as amended and restated as of May 1, 2003 (the "Forsyth A 1998
Indenture"), and any successor trustee under the Forsyth A 1998 Indenture, or
registered assigns, the principal sum of Ninety-Seven Million, Eight Hundred
Thousand Dollars ($97,800,000) on May 1, 2033 (the "Maturity Date"), except to
the extent redeemed or repaid prior to the Maturity Date, and to pay interest
thereon as hereinafter provided.
Payment of the principal of and interest on this bond will be made in
immediately available funds at the office or agency of the Company maintained
for that purpose 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 payment of public and private debts.
Reference is hereby made to the further provisions of this bond set
forth on the reverse hereof, including terms of redemption, and such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.
This bond shall not become or be valid or obligatory for any purpose
until the authentication certificate hereon shall have been signed by the
Trustee.
IN WITNESS WHEREOF, PORTLAND GENERAL ELECTRIC COMPANY has caused this
instrument to be executed manually or in facsimile by its duly authorized
officers and has caused a facsimile of its corporate seal to be imprinted
hereon.
Dated:
PORTLAND GENERAL ELECTRIC COMPANY
By:__________________________________
[Title]
Attest: ______________________
[Assistant] Secretary
-14-
(Form of Trustee's Authentication Certificate for
Bonds of the Collateral Series B due 2033)
This is one of the bonds, of the series designated herein, described
in the within-mentioned Indenture.
HSBC BANK USA, AS TRUSTEE
By: _____________________
Authorized Officer
-15-
[Reverse of Bond]
This bond is one of the bonds of a series designated as First Mortgage
Bonds, Collateral Series B due 2033 (sometimes herein referred to as the "Bonds
of the 2033 Series B") limited to a maximum aggregate principal amount of
$97,800,000. Bonds of the 2033 Series B are bonds of an authorized issue of
bonds of the Company known as First Mortgage Bonds, not limited as to maximum
aggregate principal amount, all issued or issuable in one or more series under
and equally secured (except insofar as any sinking fund, replacement fund or
other fund established in accordance with the provisions of the Indenture
hereinafter mentioned may afford additional security for the bonds of any
specific series) by an Indenture of Mortgage and Deed of Trust dated July 1,
1945, duly executed and delivered by the Company to HSBC Bank USA (formerly
known as The Marine Midland Trust Company of New York), as Trustee, as
supplemented, amended and modified by fifty-two supplemental indentures and by
the Fifty-third Supplemental Indenture (such Indenture of Mortgage and Deed of
Trust as so supplemented, amended and modified by such fifty-two supplemental
indentures and the Fifty-third Supplemental Indenture being hereinafter called
the "Indenture"), to which Indenture reference is hereby made for a description
of the property mortgaged and pledged as security for said bonds, the nature and
extent of the security, and the rights, duties and immunities thereunder of the
Trustee, the rights of the holders of said bonds and of the Trustee and of the
Company in respect of such security, and the terms upon which said bonds may be
issued thereunder. Capitalized terms used herein and not defined herein shall
have the respective meanings in the Indenture, unless otherwise noted.
This bond has been issued to secure payment of certain of the
Company's obligations under the Loan Agreement dated as of May 1, 1998, as
supplemented as of May 1, 2003 by the First Supplemental Loan Agreement
(together, the "Forsyth A Loan Agreement") between the City of Forsyth, Montana
and the Company. The Forsyth A Loan Agreement was executed in connection with
the issuance of the $97,800,000 aggregate principal amount of City of Forsyth,
Montana Pollution Control Revenue Refunding Bonds (Portland General Electric
Company Project) Series 1998A (the "Forsyth Bonds Series 1998A") pursuant to the
Forsyth A 1998 Indenture. The obligation of the Company to make payments with
respect to the principal of and premium, if any, and interest on this bond,
including any obligation to redeem, or pay upon acceleration, all or a portion
of the principal amount of this bond prior to the Maturity Date, shall be fully
or partially, as the case may be, satisfied and discharged to the extent that
the equivalent amounts under the Forsyth A Loan Agreement shall have been fully
or partially paid. Satisfaction of any obligation under this bond to the extent
that payment is made with respect to the Forsyth A Loan Agreement means that if
any payment is made under the Forsyth A Loan Agreement, a corresponding payment
obligation with respect to the principal of or interest on this bond (including
any obligation to redeem, or pay upon acceleration, all or a portion of the
principal amount of this bond prior to the Maturity Date), shall be deemed
discharged in the same proportion and amount as such payment discharges the
outstanding obligations with respect to the Forsyth A Loan Agreement. The
Trustee under the Indenture may conclusively presume that the obligation of the
Company to make payments with respect to the principal of and premium, if any,
and interest on this bond shall have been fully discharged and satisfied unless
and until the Trustee shall have received a written notice from the trustee
under the Forsyth A 1998 Indenture stating (i) that timely payment of the
amounts due under the Forsyth A Loan Agreement has not been made
-16-
such that an "event of default" under the Forsyth A Loan Agreement has occurred,
and (ii) the amount of funds required to pay the amounts then due under the
Forsyth A Loan Agreement.
The bonds of this series shall mature on the same date and in the same
principal amount, bear interest at the same rates payable at the same times and
be redeemable on the same dates and at the same redemption prices, in each case
as the Forsyth Bonds Series 1998A. In particular, the Bonds of the 2033 Series B
are subject to optional and mandatory redemption at the same times and at
equivalent redemption prices as the Forsyth Bonds Series 1998A are under Section
4.02 and Section 4.03 of the Forsyth A 1998 Indenture.
The Bonds of the 2033 Series B are not subject to any sinking fund.
In addition to the terms of redemption set forth above, the Bonds of
the 2033 Series B shall be redeemed prior to maturity as a whole at any time in
the instances provided in the Indenture by the application of proceeds of the
sale or other disposition substantially as an entirety of the Company's electric
properties at Portland, Oregon, upon payment of (a) the principal amount of the
Bonds of the 2033 Series B, (b) unpaid interest thereon accrued to the date of
such redemption, and (c) an amount equal to the interest that would become due
on the Forsyth Bonds Series 1998A from the date of such redemption through the
end of the then-current Term Interest Rate Period (as defined in the Forsyth A
1998 Indenture), upon notice given not more than ninety (90) nor less than
thirty (30) days prior to the date of such redemption.
If this bond or any portion hereof ($5,000 or an integral multiple
thereof) is duly called for redemption and payment duly provided for as
specified in the Indenture, this bond or such portion thereof shall cease to be
entitled to the lien of the Indenture from and after the date payment is so
provided for and shall cease to bear interest from and after the date fixed for
such redemption.
In the event of the selection for redemption of a portion only of the
principal of this bond, payment of the redemption price will be made only upon
surrender of this bond in exchange for a bond or bonds (but only of authorized
denominations of the same series) for the unredeemed balance of the principal
amount of this bond.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five percent
in principal amount of the bonds (exclusive of bonds disqualified by reason of
the Company's interest therein) at the time outstanding, including, if more than
one series of bonds shall be at the time outstanding, not less than sixty
percent in principal amount of each series affected, to effect, by an indenture
supplemental to the Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the holders of the bonds and
coupons; provided, however, that no such modification or alteration shall be
made without the written approval or consent of all holders hereof which will
(i) extend the maturity of this bond or reduce the rate or extend the time of
payment of interest hereon, or reduce the amount of the principal hereof, or
reduce any premium payable on the redemption hereof, (ii) permit the creation of
any lien, not otherwise permitted, prior to or on a parity with the lien of the
Indenture, or (iii) reduce the percentage of the principal amount of the bonds
upon the approval or consent of the holders of which modifications or
alterations may be made as aforesaid.
-17-
The transfer of this bond is registrable by the registered owner
hereof in person or by such owner's attorney duly authorized in writing, at the
corporate trust office of the Trustee in the Borough of Manhattan, City and
State of New York, upon surrender of this bond for cancellation and upon payment
of any taxes or other governmental charges payable upon such transfer, and
thereupon a new registered bond or bonds of the same series and of a like
aggregate principal amount will be issued to the transferee or transferees in
exchange therefor.
The Company, the Trustee and any paying agent may deem and treat the
person in whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payments of or on account of the principal hereof and
interest due hereon, and for all other purposes, whether or not this bond shall
be overdue, and neither the Company, the Trustee nor any paying agent shall be
affected by any notice to the contrary.
If an event of default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and payable before maturity
in the manner and with the effect provided in the Indenture. The holders,
however, of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series,
may in certain cases, to the extent and as provided in the Indenture, waive
certain defaults thereunder and the consequences of such defaults. Any Event of
Default described in Section 9.01(a), 9.01(b) or 9.01(c) of the Forsyth A 1998
Indenture shall be deemed to be an event of default for purposes of Article
Eleven of the Indenture in payment of the principal of, or premium or interest
on the Bonds of the 2033 Series B in the amount of the defaulted principal,
premium or interest due (whether as a component of purchase price under Section
9.01(c) of the Forsyth A 1998 Indenture or otherwise) on the Forsyth Bonds
Series 1998A; subject, however, to the condition that any waiver or cure of any
such Event of Default under the Forsyth A 1998 Indenture and a rescission and
annulment of its consequences shall constitute a waiver or cure of the
corresponding event or events of default under the Indenture on the Bonds of the
2033 Series B and a rescission and annulment of the consequences thereof
thereunder, but no such waiver or cure and rescission and annulment will extend
to or affect any other event of default or any subsequent event of default or
impair any right or remedy consequent thereon.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof or of the Indenture, against any incorporator, shareholder, director or
officer, past, present or future, as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or such
predecessor or successor corporation, under any constitution or statute or rule
of law, or by the enforcement of any assessment or penalty, or otherwise, all
such liability of incorporators, shareholders, directors and officers, as such,
being waived and released by the holder and owner hereof by the acceptance of
this bond and as provided in the Indenture.
The Indenture provides that this bond shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with and governed by the laws of said State.
(End of Form of Bond of the Collateral Series B due 2033)
-18-
and
WHEREAS, the Bonds of the 2033 Series C and the Trustee's
authentication certificate to be executed on the Bonds of the 2033 Series C are
to be substantially in the following form, respectively:
-19-
(Form of Bond of the Collateral Series C due 2033)
[Face of Bond]
THIS BOND IS NOT TRANSFERABLE EXCEPT AS REQUIRED TO EFFECT TRANSFER TO ANY
SUCCESSOR TRUSTEE UNDER THE TRUST INDENTURE DATED AS OF MAY 1, 0000 XXXXXXX XXX
XXXX XX XXXXXXX, XXXXXXX AND X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
(FORMERLY KNOWN AS CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
ASSOCIATION), AS TRUSTEE.
No. _____ $__________
CUSIP No. _____
$21,000,000
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, COLLATERAL SERIES C DUE 2033
Portland General Electric Company, an Oregon corporation (hereinafter
sometimes called the "Company"), for value received, hereby promises to pay to
X.X. Xxxxxx Trust Company, National Association (formerly known as Chase
Manhattan Bank and Trust Company, National Association), as trustee under the
Trust Indenture from the City of Forsyth, Montana ("Issuer") dated as of May 1,
1998, as amended and restated as of May 1, 2003 (the "Forsyth B 1998
Indenture"), and any successor trustee under the 1998 Indenture, or registered
assigns, the principal sum of Twenty-One Million Dollars ($21,000,000) on May 1,
2033 (the "Maturity Date"), except to the extent redeemed or repaid prior to the
Maturity Date, and to pay interest thereon as hereinafter provided.
Payment of the principal of and interest on this bond will be made in
immediately available funds at the office or agency of the Company maintained
for that purpose 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 payment of public and private debts.
Reference is hereby made to the further provisions of this bond set
forth on the reverse hereof, including terms of redemption, and such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.
This bond shall not become or be valid or obligatory for any purpose
until the authentication certificate hereon shall have been signed by the
Trustee.
-20-
IN WITNESS WHEREOF, PORTLAND GENERAL ELECTRIC COMPANY has caused this
instrument to be executed manually or in facsimile by its duly authorized
officers and has caused a facsimile of its corporate seal to be imprinted
hereon.
Dated:
PORTLAND GENERAL ELECTRIC COMPANY
By:_______________________________________
[Title]
Attest: ______________________
[Assistant] Secretary
-21-
(Form of Trustee's Authentication Certificate for
Bonds of the Collateral Series C due 2033)
This is one of the bonds, of the series designated herein, described
in the within-mentioned Indenture.
HSBC BANK USA, AS TRUSTEE
By: ____________________________
Authorized Officer
-22-
[Reverse of Bond]
This bond is one of the bonds of a series designated as First Mortgage
Bonds, Collateral Series C due 2033 (sometimes herein referred to as the "Bonds
of the 2033 Series C") limited to a maximum aggregate principal amount of
$21,000,000. Bonds of the 2033 Series C are bonds of an authorized issue of
bonds of the Company known as First Mortgage Bonds, not limited as to maximum
aggregate principal amount, all issued or issuable in one or more series under
and equally secured (except insofar as any sinking fund, replacement fund or
other fund established in accordance with the provisions of the Indenture
hereinafter mentioned may afford additional security for the bonds of any
specific series) by an Indenture of Mortgage and Deed of Trust dated July 1,
1945, duly executed and delivered by the Company to HSBC Bank USA (formerly
known as The Marine Midland Trust Company of New York), as Trustee, as
supplemented, amended and modified by fifty-two supplemental indentures and by
the Fifty-third Supplemental Indenture (such Indenture of Mortgage and Deed of
Trust as so supplemented, amended and modified by such fifty-two supplemental
indentures and the Fifty-third Supplemental Indenture being hereinafter called
the "Indenture"), to which Indenture reference is hereby made for a description
of the property mortgaged and pledged as security for said bonds, the nature and
extent of the security, and the rights, duties and immunities thereunder of the
Trustee, the rights of the holders of said bonds and of the Trustee and of the
Company in respect of such security, and the terms upon which said bonds may be
issued thereunder. Capitalized terms used herein and not defined herein shall
have the respective meanings in the Indenture, unless otherwise noted.
This bond has been issued to secure payment of certain of the
Company's obligations under the Loan Agreement dated as of May 1, 1998, as
supplemented as of May 1, 2003 by the First Supplemental Loan Agreement
(together, the "Forsyth B Loan Agreement") between the City of Forsyth, Montana
and the Company. The Forsyth B Loan Agreement was executed in connection with
the issuance of the $21,000,000 aggregate principal amount of City of Forsyth,
Montana Pollution Control Revenue Refunding Bonds (Portland General Electric
Company Project) Series 1998B (the "Forsyth Bonds Series 1998B") pursuant to the
Forsyth B 1998 Indenture. The obligation of the Company to make payments with
respect to the principal of and premium, if any, and interest on this bond,
including any obligation to redeem, or pay upon acceleration, all or a portion
of the principal amount of this bond prior to the Maturity Date, shall be fully
or partially, as the case may be, satisfied and discharged to the extent that
the equivalent amounts under the Forsyth B Loan Agreement shall have been fully
or partially paid. Satisfaction of any obligation under this bond to the extent
that payment is made with respect to the Forsyth B Loan Agreement means that if
any payment is made under the Forsyth B Loan Agreement, a corresponding payment
obligation with respect to the principal of or interest on this bond (including
any obligation to redeem, or pay upon acceleration, all or a portion of the
principal amount of this bond prior to the Maturity Date), shall be deemed
discharged in the same proportion and amount as such payment discharges the
outstanding obligations with respect to the Forsyth B Loan Agreement. The
Trustee under the Indenture may conclusively presume that the obligation of the
Company to make payments with respect to the principal of and premium, if any,
and interest on this bond shall have been fully discharged and satisfied unless
and until the Trustee shall have received a written notice from the trustee
under the Forsyth B 1998 Indenture stating (i) that timely payment of the
amounts due under the Forsyth B Loan Agreement has not been made
-23-
such that an "event of default" under the Forsyth B Loan Agreement has occurred,
and (ii) the amount of funds required to pay the amounts then due under the
Forsyth B Loan Agreement.
The bonds of this series shall mature on the same date and in the same
principal amount, bear interest at the same rates payable at the same times and
be redeemable on the same dates and at the same redemption prices, in each case
as the Forsyth Bonds Series 1998B. In particular, the Bonds of the 2033 Series C
are subject to optional and mandatory redemption at the same times and at
equivalent redemption prices as the Forsyth Bonds Series 1998B are under Section
4.02 and Section 4.03 of the Forsyth B 1998 Indenture.
The Bonds of the 2033 Series C are not subject to any sinking fund.
In addition to the terms of redemption set forth above, the Bonds of
the 2033 Series C shall be redeemed prior to maturity as a whole at any time in
the instances provided in the Indenture by the application of proceeds of the
sale or other disposition substantially as an entirety of the Company's electric
properties at Portland, Oregon, upon payment of (a) the principal amount of the
Bonds of the 2033 Series C, (b) unpaid interest thereon accrued to the date of
such redemption, and (c) an amount equal to the interest that would become due
on the Forsyth Bonds Series 1998B from the date of such redemption through the
end of the then-current Term Interest Rate Period (as defined in the Forsyth B
1998 Indenture), upon notice given not more than ninety (90) nor less than
thirty (30) days prior to the date of such redemption.
If this bond or any portion hereof ($5,000 or an integral multiple
thereof) is duly called for redemption and payment duly provided for as
specified in the Indenture, this bond or such portion thereof shall cease to be
entitled to the lien of the Indenture from and after the date payment is so
provided for and shall cease to bear interest from and after the date fixed for
such redemption.
In the event of the selection for redemption of a portion only of the
principal of this bond, payment of the redemption price will be made only upon
surrender of this bond in exchange for a bond or bonds (but only of authorized
denominations of the same series) for the unredeemed balance of the principal
amount of this bond.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five percent
in principal amount of the bonds (exclusive of bonds disqualified by reason of
the Company's interest therein) at the time outstanding, including, if more than
one series of bonds shall be at the time outstanding, not less than sixty
percent in principal amount of each series affected, to effect, by an indenture
supplemental to the Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the holders of the bonds and
coupons; provided, however, that no such modification or alteration shall be
made without the written approval or consent of all holders hereof which will
(i) extend the maturity of this bond or reduce the rate or extend the time of
payment of interest hereon, or reduce the amount of the principal hereof, or
reduce any premium payable on the redemption hereof, (ii) permit the creation of
any lien, not otherwise permitted, prior to or on a parity with the lien of the
Indenture, or (iii) reduce the percentage of the principal amount of the bonds
upon the approval or consent of the holders of which modifications or
alterations may be made as aforesaid.
-24-
The transfer of this bond is registrable by the registered owner
hereof in person or by such owner's attorney duly authorized in writing, at the
corporate trust office of the Trustee in the Borough of Manhattan, City and
State of New York, upon surrender of this bond for cancellation and upon payment
of any taxes or other governmental charges payable upon such transfer, and
thereupon a new registered bond or bonds of the same series and of a like
aggregate principal amount will be issued to the transferee or transferees in
exchange therefor.
The Company, the Trustee and any paying agent may deem and treat the
person in whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payments of or on account of the principal hereof and
interest due hereon, and for all other purposes, whether or not this bond shall
be overdue, and neither the Company, the Trustee nor any paying agent shall be
affected by any notice to the contrary.
If an event of default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and payable before maturity
in the manner and with the effect provided in the Indenture. The holders,
however, of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series,
may in certain cases, to the extent and as provided in the Indenture, waive
certain defaults thereunder and the consequences of such defaults. Any Event of
Default described in Section 9.01(a), 9.01(b) or 9.01(c) of the Forsyth B 1998
Indenture shall be deemed to be an event of default for purposes of Article
Eleven of the Indenture in payment of the principal of, or premium or interest
on the Bonds of the 2033 Series C in the amount of the defaulted principal,
premium or interest due (whether as a component of purchase price under Section
9.01(c) of the Forsyth B 1998 Indenture or otherwise) on the Forsyth Bonds
Series 1998B; subject, however, to the condition that any waiver or cure of any
such Event of Default under the Forsyth B 1998 Indenture and a rescission and
annulment of its consequences shall constitute a waiver or cure of the
corresponding event or events of default under the Indenture on the Bonds of the
2033 Series C and a rescission and annulment of the consequences thereof
thereunder, but no such waiver or cure and rescission and annulment will extend
to or affect any other event of default or any subsequent event of default or
impair any right or remedy consequent thereon.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or for any claim based hereon, or otherwise in respect
hereof or of the Indenture, against any incorporator, shareholder, director or
officer, past, present or future, as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or such
predecessor or successor corporation, under any constitution or statute or rule
of law, or by the enforcement of any assessment or penalty, or otherwise, all
such liability of incorporators, shareholders, directors and officers, as such,
being waived and released by the holder and owner hereof by the acceptance of
this bond and as provided in the Indenture.
The Indenture provides that this bond shall be deemed to be a contract
made under the laws of the State of New York, and for all purposes shall be
construed in accordance with and governed by the laws of said State.
(End of Form of Bond of the Collateral Series C due 2033)
-25-
and
WHEREAS, all acts and proceedings required by law and by the charter
or articles of incorporation and bylaws of the Company necessary to make the
Bonds of the 2033 Series to be issued hereunder, when executed by the Company,
authenticated and delivered by the Trustee and duly issued, the valid, binding
and legal obligations of the Company, and to constitute this Supplemental
Indenture a valid and binding instrument, have been done and taken; and the
execution and delivery of this Supplemental Indenture have been in all respects
duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that, in order
to secure the payment of the principal of, premium, if any, and interest on all
First Mortgage Bonds at any time issued and outstanding under the Original
Indenture as supplemented and modified by the fifty-two supplemental indentures
hereinbefore described and as supplemented and modified by this Supplemental
Indenture, according to their tenor, purport and effect, and to secure the
performance and observance of all the covenants and conditions therein and
herein contained, and for the purpose of confirming and perfecting the lien of
the Indenture on the properties of the Company hereinafter described, or
referred to, and for and in consideration of the premises and of the mutual
covenants herein contained, and acceptance of the Bonds of the 2033 Series by
the holders thereof, and for other valuable consideration, the receipt whereof
is hereby acknowledged, the Company has executed and delivered this Supplemental
Indenture and by these presents does grant, bargain, sell, warrant, alien,
convey, assign, transfer, mortgage, pledge, hypothecate, set over and confirm
unto the Trustee the following property, rights, privileges and franchises (in
addition to all other property, rights, privileges and franchises heretofore
subjected to the lien of the Original Indenture as supplemented by the fifty-two
supplemental indentures hereinbefore described and not heretofore released from
the lien thereof, all of which shall secure all bonds, including the Bonds of
the 2033 Series), to wit:
CLAUSE I
Without in any way limiting anything in the Mortgage or hereinafter
described, all and singular the lands, real estate, chattels real, interests in
land, leaseholds, ways, rights-of-way, easements, servitudes, permits and
licenses, lands under water, riparian rights, franchises, privileges, electric
generating plants, electric transmission and distribution systems, and all
apparatus and equipment appertaining thereto, offices, buildings, warehouses,
garages, and other structures, tracks, machine shops, materials and supplies and
all property of any nature appertaining to any of the plants, systems, business
or operations of the Company, whether or not affixed to the realty, used in the
operation of any of the premises or plants or systems or otherwise, which have
been acquired by the Company since the execution and delivery of the Original
Indenture and not heretofore included in any indenture supplemental thereto, and
now owned or which may hereafter be acquired by the Company (other than excepted
property as defined in the Mortgage).
-26-
CLAUSE II
All corporate, Federal, State, municipal and other permits, consents,
licenses, bridge licenses, bridge rights, river permits, franchises, grants,
privileges and immunities of every kind and description, owned, held, possessed
or enjoyed by the Company (other than excepted property as defined in the
Mortgage) and all renewals, extensions, enlargements and modifications of any of
them, which have been acquired by the Company since the execution and the
delivery of the Original Indenture and not heretofore included in any indenture
supplemental thereto, and now owned or which may hereafter be acquired by the
Company.
CLAUSE III
Also all other property, real, personal or mixed, tangible or
intangible (other than excepted property as defined in the Mortgage) of every
kind, character and description and wheresoever situated, whether or not useful
in the generation, manufacture, production, transportation, distribution, sale
or supplying of electricity, hot water or steam, which have been acquired by the
Company since the execution and delivery of the Original Indenture and not
heretofore included in any indenture supplemental thereto, and now owned or
which may hereafter be acquired by the Company (other than excepted property as
defined in the Mortgage).
CLAUSE IV
Together with all and singular the plants, buildings, improvements,
additions, tenements, hereditaments, easements, rights, privileges, licenses and
franchises and all other appurtenances whatsoever belonging or in any wise
pertaining to any of the property hereby mortgaged or pledged, or intended so to
be, or any part thereof, and the reversion and reversions, remainder and
remainders, and the rents, revenues, issues, earnings, income, products and
profits thereof, and every part and parcel thereof, and all the estate, right,
title, interest, property, claim and demand of every nature whatsoever of the
Company at law, in equity or otherwise howsoever, in, of and to such property
and every part and parcel thereof (other than excepted property as defined in
the Mortgage).
TO HAVE AND TO HOLD all of said property, real, personal and mixed,
and all and singular the lands, properties, estates, rights, franchises,
privileges and appurtenances hereby mortgaged, conveyed, pledged or assigned, or
intended so to be, together with all the appurtenances thereto appertaining and
the rents, issues and profits thereof, unto the Trustee and its successors and
assigns, forever:
SUBJECT, HOWEVER, to the exceptions, reservations, restrictions,
conditions, limitations, covenants and matters contained in all deeds and other
instruments whereunder the Company has acquired any of the property now owned by
it, and to permitted encumbrances as defined in Subsection B of Section 1.11 of
the Mortgage;
BUT IN TRUST NEVERTHELESS, for the equal and proportionate use,
benefit, security and protection of those who from time to time shall hold the
bonds authenticated and delivered under the Original Indenture and the fifty-two
supplemental indentures hereinbefore described or
-27-
this Supplemental Indenture, and duly issued by the Company, without any
discrimination, preference or priority of any one bond over any other by reason
of priority in the time of issue, sale or negotiation thereof or otherwise,
except as provided in Section 11.28 of the Mortgage, so that, subject to said
Section 11.28, each and all of said bonds shall have the same right, lien and
privilege under the Original Indenture and the fifty-two supplemental indentures
hereinbefore described, or this Supplemental Indenture, and shall be equally
secured thereby and hereby and shall have the same proportionate interest and
share in the trust estate, with the same effect as if all of the bonds had been
issued, sold and negotiated simultaneously on the date of delivery of the
Original Indenture;
AND UPON THE TRUSTS, USES AND PURPOSES and subject to the covenants,
agreements and conditions in the Original Indenture and the fifty-two
supplemental indentures hereinbefore described and herein set forth and
declared.
ARTICLE ONE.
BONDS OF THE 2033 SERIES A
AND CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. Certain Terms of Bonds of the 2033 Series A.
(a) There is hereby established a series of First Mortgage Bonds of
the Company designated and entitled as "First Mortgage Bonds, Collateral Series
A due 2033" (sometimes referred to as the "Bonds of the 2033 Series A"). The
aggregate principal amount of the Bonds of the 2033 Series A shall be limited to
$23,600,000, excluding, however, any Bonds of the 2033 Series A which may be
executed, authenticated and delivered in exchange for or in lieu of or in
substitution for other Bonds of such Series pursuant to the provisions of the
Indenture.
(b) The definitive Bonds of the 2033 Series A shall be issuable in
substantially the form as hereinabove set forth in fully registered form without
coupons in the denomination of $5,000, or any amount in excess thereof that is
an integral multiple of $5,000. Notwithstanding the provisions of Section 2.05
of the Mortgage, each Bond of the 2033 Series A shall be dated as of the date of
its authentication, shall mature on May 1, 2033 (the "Series A Maturity Date"),
except to the extent redeemed or repaid prior to the Series A Maturity Date, and
shall bear interest as hereinafter provided. The principal of and interest on
the Bonds of the 2033 Series A shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts at the office or agency of the Company in
the Borough of Manhattan, City and State of New York.
(c) The Bonds of the 2033 Series A shall be issued to secure payment
of certain of the Company's obligations under the Loan Agreement dated as of May
1, 1998, as supplemented as of May 1, 2003 by the First Supplemental Loan
Agreement (together, the "Xxxxxx Loan Agreement"), between the Port of Xxxxxx,
Oregon and the Company, executed in connection with the issuance of the
$23,600,000 aggregate principal amount of Port of Xxxxxx, Oregon Pollution
Control Revenue Refunding Bonds (Portland General Electric Company Project)
Series 1998A (the "Xxxxxx Bonds Series 1998") pursuant to the Trust Indenture
from the Port of Xxxxxx, Oregon, as issuer, to X.X. Xxxxxx Trust Company,
National Association (formerly
-28-
known as Chase Manhattan Bank and Trust Company, National Association), as
trustee, dated as of May 1, 1998, as amended and restated as of May 1, 2003 (the
"Xxxxxx 1998 Indenture").
(d) The Bonds of the 2033 Series A shall mature on the same date and
in the same principal amount, bear interest at the same rates payable at the
same times and be redeemable on the same dates and at the same redemption
prices, in each case as the Xxxxxx Bonds Series 1998. In particular, the Bonds
of the 2033 Series A are subject to optional and mandatory redemption at the
same times and at equivalent redemption prices as the Xxxxxx Bonds Series 1998
are under Section 4.02 and Section 4.03 of the Xxxxxx 1998 Indenture.
(e) The obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on Bonds of the 2033 Series A,
including any obligation to redeem, or pay upon acceleration, all or a portion
of the principal amount of Bonds of the 2033 Series A prior to the Series A
Maturity Date, shall be fully or partially, as the case may be, satisfied and
discharged to the extent that the equivalent amounts under the Xxxxxx Loan
Agreement shall have been fully or partially paid. Satisfaction of any
obligation under the Bonds of the 2033 Series A to the extent that payment is
made with respect to the Xxxxxx Loan Agreement means that if any payment is made
under the Xxxxxx Loan Agreement, a corresponding payment obligation with respect
to the principal of or interest on Bonds of the 2033 Series A (including any
obligation to redeem, or pay upon acceleration, all or a portion of the
principal amount of Bonds of the 2033 Series A prior to the Series A Maturity
Date), shall be deemed discharged in the same proportion and amount as such
payment discharges the outstanding obligations with respect to the Xxxxxx Loan
Agreement. The Trustee under the Indenture may conclusively presume that the
obligation of the Company to make payments with respect to the principal of and
premium, if any, and interest on Bonds of the 2033 Series A shall have been
fully discharged and satisfied unless and until the Trustee shall have received
a written notice from the trustee under the Xxxxxx 1998 Indenture stating (i)
that timely payment of the amounts due under the Xxxxxx Loan Agreement has not
been made such that an "event of default" under the Xxxxxx Loan Agreement has
occurred, and (ii) the amount of funds required to pay the amounts then due
under the Xxxxxx Loan Agreement.
(f) Upon compliance with the provisions of Section 2.06 of the
Mortgage and as provided in this Supplemental Indenture, and upon payment of any
taxes or other governmental charges payable upon such exchange, Bonds of the
2033 Series A may be exchanged for a new Bond or Bonds of the 2033 Series A of
different authorized denominations of like aggregate principal amount. The
Trustee hereunder shall, by virtue of its office as such Trustee, be the
registrar and transfer agent of the Company for the purpose of registering
permitted transfers of Bonds of the 2033 Series A.
(g) Notwithstanding the provisions of Section 2.11 of the Mortgage, no
service charge shall be made for any exchange or registration of transfer of
Bonds of the 2033 Series A, but the Company or the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge incident
thereto.
SECTION 1.02. Special Redemption of Bonds of the 2033 Series A. In
addition to the terms of redemption set forth in Section 1.01(d) above, the
Bonds of the 2033 Series A shall
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be redeemed prior to maturity as a whole at any time in the instances provided
in the Indenture by the application of proceeds of the sale or disposition
substantially as an entirety of the Company's electric properties at Portland,
Oregon, upon payment of (a) the principal amount of the Bonds of the 2033 Series
A, (b) unpaid interest thereon accrued to the date of such redemption, and (c)
an amount equal to the interest that would become due on the Xxxxxx Bonds Series
1998 from the date of such redemption through the end of the then-current Term
Interest Rate Period (as defined in the Xxxxxx 1998 Indenture), upon notice
given not more than ninety (90) nor less than thirty (30) days prior to the date
of such redemption.
SECTION 1.03. Sections 4.04, 4.05 and 4.06 to Remain in Effect.
Notwithstanding the provisions of Sections 4.04, 4.05, 4.06 and 4.07 of the
Mortgage, the provisions of Sections 4.04, 4.05 and 4.06 of the Mortgage shall
remain in full force and effect and shall be performed by the Company so long as
any Bonds of the 2033 Series A remain outstanding.
SECTION 1.04. Certain Requirements of Mortgage to Remain Applicable.
The requirements which are stated in the next to the last paragraph of Section
1.13 and in Clause (9) of Paragraph A of Section 3.01 of the Mortgage to be
applicable so long as any of the Bonds of the 1975 Series are outstanding shall
remain applicable so long as any of the Bonds of the 2033 Series A are
outstanding.
SECTION 1.05. Certain Exceptions to Sections 2.06 and 2.10 of the
Mortgage. Notwithstanding the provisions of Section 2.06 or Section 2.10 of the
Mortgage, the Company shall not be required (a) to issue, register, discharge
from registration, exchange or register the transfer of any Bond of the 2033
Series A for a period of fifteen (15) days next preceding any selection by the
Trustee of Bonds of the 2033 Series A to be redeemed or (b) to register,
discharge from registration, exchange or register the permitted transfer of any
Bond of the 2033 Series A so selected for redemption in its entirety or (c) to
exchange or register the permitted transfer of any portion of a Bond of the 2033
Series A which portion has been so selected for redemption.
SECTION 1.06. Reference to Minimum Provision for Depreciation in
Certificate of Available Additions. So long as any Bonds of the 2033 Series A
remain outstanding, all references to the minimum provision for depreciation in
the form of certificate of available additions set forth in Section 3.03 of the
Mortgage shall be included in any certificate of available additions filed with
the Trustee, but whenever Bonds of the 2033 Series A shall no longer be
outstanding, all references to such minimum provisions for depreciation may be
omitted from any such certificate.
SECTION 1.07. Default. Any Event of Default described in Section
9.01(a), 9.01(b) or 9.01(c) of the Xxxxxx 1998 Indenture shall be deemed to be
an event of default for purposes of Article Eleven of the Indenture in payment
of the principal of, or premium or interest on the Bonds of the 2033 Series A in
the amount of the defaulted principal, premium or interest due (whether as a
component of purchase price under Section 9.01(c) of the Xxxxxx 1998 Indenture
or otherwise) on the Xxxxxx Bonds Series 1998; subject, however, to the
condition that any waiver or cure of any such Event of Default under the Xxxxxx
1998 Indenture and a rescission and annulment of its consequences shall
constitute a waiver or cure of the
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corresponding event or events of default under the Indenture on the Bonds of the
2033 Series A and a rescission and annulment of the consequences thereof, but no
such waiver or cure and rescission and annulment will extend to or affect any
other event of default or any subsequent event of default or impair any right or
remedy consequent thereon. The Trustee shall not be deemed to have knowledge of
any such event of default under the Indenture until it shall have received
written notice of the occurrence of such Event of Default under the Xxxxxx 1998
Indenture from the trustee under the Xxxxxx 1998 Indenture.
SECTION 1.08. Duration of Article One. This Article One shall be of
force and effect only so long as any Bonds of the 2033 Series A are outstanding.
ARTICLE TWO.
BONDS OF THE 2033 SERIES B
AND CERTAIN PROVISIONS RELATING THERETO.
SECTION 2.01. Certain Terms of Bonds of the 2033 Series B.
(a) There is hereby established a series of First Mortgage Bonds of
the Company designated and entitled as "First Mortgage Bonds, Collateral Series
B due 2033" (sometimes referred to as the "Bonds of the 2033 Series B"). The
aggregate principal amount of the Bonds of the 2033 Series B shall be limited to
$97,800,000, excluding, however, any Bonds of the 2033 Series B which may be
executed, authenticated and delivered in exchange for or in lieu of or in
substitution for other Bonds of such Series pursuant to the provisions of the
Indenture.
(b) The definitive Bonds of the 2033 Series B shall be issuable in
substantially the form as hereinabove set forth in fully registered form without
coupons in the denomination of $5,000, or any amount in excess thereof that is
an integral multiple of $5,000. Notwithstanding the provisions of Section 2.05
of the Mortgage, each Bond of the 2033 Series B shall be dated as of the date of
its authentication, shall mature on May 1, 2033 (the "Series B Maturity Date"),
except to the extent redeemed or repaid prior to the Series B Maturity Date, and
shall bear interest as hereinafter provided. The principal of and interest on
the Bonds of the 2033 Series B shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts at the office or agency of the Company in
the Borough of Manhattan, City and State of New York.
(c) The Bonds of the 2033 Series B shall be issued to secure payment
of certain of the Company's obligations under the Loan Agreement dated as of May
1, 1998, as supplemented as of May 1, 2003 by the First Supplemental Loan
Agreement (together, the "Forsyth A Loan Agreement"), between the City of
Forsyth, Montana and the Company, executed in connection with the issuance of
the $97,800,000 aggregate principal amount of City of Forsyth, Montana Pollution
Control Revenue Refunding Bonds (Portland General Electric Company Project)
Series 1998A (the "Forsyth Bonds Series 1998A") pursuant to the Trust Indenture
from the City of Forsyth, Montana, as issuer, to X.X. Xxxxxx Trust Company,
National Association (formerly known as Chase Manhattan Bank and Trust Company,
National Association), as trustee, dated as of May 1, 1998, as amended and
restated as of May 1, 2003 (the "Forsyth A 1998 Indenture").
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(d) The Bonds of the 2033 Series B shall mature on the same date and
in the same principal amount, bear interest at the same rates payable at the
same times and be redeemable on the same dates and at the same redemption
prices, in each case as the Forsyth Bonds Series 1998A. In particular, the Bonds
of the 2033 Series B are subject to optional and mandatory redemption at the
same times and at equivalent redemption prices as the Forsyth Bonds Series 1998A
are under Section 4.02 and Section 4.03 of the Forsyth A 1998 Indenture.
(e) The obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on Bonds of the 2033 Series B,
including any obligation to redeem, or pay upon acceleration, all or a portion
of the principal amount of Bonds of the 2033 Series B prior to the Series B
Maturity Date, shall be fully or partially, as the case may be, satisfied and
discharged to the extent that the equivalent amounts under the Forsyth A Loan
Agreement shall have been fully or partially paid. Satisfaction of any
obligation under the Bonds of the 2033 Series B to the extent that payment is
made with respect to the Forsyth A Loan Agreement means that if any payment is
made under the Forsyth A Loan Agreement, a corresponding payment obligation with
respect to the principal of or interest on Bonds of the 2033 Series B (including
any obligation to redeem, or pay upon acceleration, all or a portion of the
principal amount of Bonds of the 2033 Series B prior to the Series B Maturity
Date), shall be deemed discharged in the same proportion and amount as such
payment discharges the outstanding obligations with respect to the Forsyth A
Loan Agreement. The Trustee under the Indenture may conclusively presume that
the obligation of the Company to make payments with respect to the principal of
and premium, if any, and interest on Bonds of the 2033 Series B shall have been
fully discharged and satisfied unless and until the Trustee shall have received
a written notice from the trustee under the Forsyth A 1998 Indenture stating (i)
that timely payment of the amounts due under the Forsyth A Loan Agreement has
not been made such that an "event of default" under the Forsyth A Loan Agreement
has occurred, and (ii) the amount of funds required to pay the amounts then due
under the Forsyth A Loan Agreement.
(f) Upon compliance with the provisions of Section 2.06 of the
Mortgage and as provided in this Supplemental Indenture, and upon payment of any
taxes or other governmental charges payable upon such exchange, Bonds of the
2033 Series B may be exchanged for a new Bond or Bonds of the 2033 Series B of
different authorized denominations of like aggregate principal amount. The
Trustee hereunder shall, by virtue of its office as such Trustee, be the
registrar and transfer agent of the Company for the purpose of registering
permitted transfers of Bonds of the 2033 Series B.
(g) Notwithstanding the provisions of Section 2.11 of the Mortgage, no
service charge shall be made for any exchange or registration of transfer of
Bonds of the 2033 Series B, but the Company or the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge incident
thereto.
SECTION 2.02. Special Redemption of Bonds of the 2033 Series B. In
addition to the terms of redemption set forth in Section 2.01(d) above, the
Bonds of the 2033 Series B shall be redeemed prior to maturity as a whole at any
time in the instances provided in the Indenture by the application of proceeds
of the sale or disposition substantially as an entirety of the Company's
electric properties at Portland, Oregon, upon payment of (a) the principal
amount of
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the Bonds of the 2033 Series B, (b) unpaid interest accrued thereon to the date
of such redemption, and (c) an amount equal to the interest that would become
due on the Forsyth Bonds Series 1998A from the date of such redemption through
the end of the then-current Term Interest Rate Period (as defined in the Forsyth
A 1998 Indenture), upon notice given not more than ninety (90) nor less than
thirty (30) days prior to the date of such redemption.
SECTION 2.03. Sections 4.04, 4.05 and 4.06 to Remain in Effect.
Notwithstanding the provisions of Sections 4.04, 4.05, 4.06 and 4.07 of the
Mortgage, the provisions of Sections 4.04, 4.05 and 4.06 of the Mortgage shall
remain in full force and effect and shall be performed by the Company so long as
any Bonds of the 2033 Series B remain outstanding.
SECTION 2.04. Certain Requirements of Mortgage to Remain Applicable.
The requirements which are stated in the next to the last paragraph of Section
1.13 and in Clause (9) of Paragraph A of Section 3.01 of the Mortgage to be
applicable so long as any of the Bonds of the 1975 Series are outstanding shall
remain applicable so long as any of the Bonds of the 2033 Series B are
outstanding.
SECTION 2.05. Certain Exceptions to Sections 2.06 and 2.10 of the
Mortgage. Notwithstanding the provisions of Section 2.06 or Section 2.10 of the
Mortgage, the Company shall not be required (a) to issue, register, discharge
from registration, exchange or register the transfer of any Bond of the 2033
Series B for a period of fifteen (15) days next preceding any selection by the
Trustee of Bonds of the 2033 Series B to be redeemed or (b) to register,
discharge from registration, exchange or register the permitted transfer of any
Bond of the 2033 Series B so selected for redemption in its entirety or (c) to
exchange or register the permitted transfer of any portion of a Bond of the 2033
Series B which portion has been so selected for redemption.
SECTION 2.06. Reference to Minimum Provision for Depreciation in
Certificate of Available Additions. So long as any Bonds of the 2033 Series B
remain outstanding, all references to the minimum provision for depreciation in
the form of certificate of available additions set forth in Section 3.03 of the
Mortgage shall be included in any certificate of available additions filed with
the Trustee, but whenever Bonds of the 2033 Series B shall no longer be
outstanding, all references to such minimum provisions for depreciation may be
omitted from any such certificate.
SECTION 2.07. Default. Any Event of Default described in Section
9.01(a), 9.01(b) or 9.01(c) of the Forsyth A 1998 Indenture shall be deemed to
be an event of default for purposes of Article Eleven of the Indenture in
payment of the principal of, or premium or interest on the Bonds of the 2033
Series B in the amount of the defaulted principal, premium or interest due
(whether as a component of purchase price under Section 9.01(c) of the Forsyth A
1998 Indenture or otherwise) on the Forsyth Bonds Series 1998A; subject,
however, to the condition that any waiver or cure of any such Event of Default
under the Forsyth A 1998 Indenture and a rescission and annulment of its
consequences shall constitute a waiver or cure of the corresponding event or
events of default under the Indenture on the Bonds of the 2033 Series B and a
rescission and annulment of the consequences thereof, but no such waiver or cure
and rescission and annulment will extend to or affect any other event of default
or any subsequent
-33-
event of default or impair any right or remedy consequent thereon. The Trustee
shall not be deemed to have knowledge of any such event of default under the
Indenture until it shall have received written notice of the occurrence of such
Event of Default under the Forsyth A 1998 Indenture from the trustee under the
Forsyth A 1998 Indenture.
SECTION 2.08. Duration of Article Two. This Article Two shall be of
force and effect only so long as any Bonds of the 2033 Series B are outstanding.
ARTICLE THREE.
BONDS OF THE 2033 SERIES C
AND CERTAIN PROVISIONS RELATING THERETO.
SECTION 3.01. Certain Terms of Bonds of the 2033 Series C.
(a) There is hereby established a series of First Mortgage Bonds of
the Company designated and entitled as "First Mortgage Bonds, Collateral Series
C due 2033" (sometimes referred to as the "Bonds of the 2033 Series C"). The
aggregate principal amount of the Bonds of the 2033 Series C shall be limited to
$21,000,000, excluding, however, any Bonds of the 2033 Series C which may be
executed, authenticated and delivered in exchange for or in lieu of or in
substitution for other Bonds of such Series pursuant to the provisions of the
Indenture.
(b) The definitive Bonds of the 2033 Series C shall be issuable in
substantially the form as hereinabove set forth in fully registered form without
coupons in the denomination of $5,000, or any amount in excess thereof that is
an integral multiple of $5,000. Notwithstanding the provisions of Section 2.05
of the Mortgage, each Bond of the 2033 Series C shall be dated as of the date of
its authentication, shall mature on May 1, 2033 (the "Series C Maturity Date"),
except to the extent redeemed or repaid prior to the Series C Maturity Date, and
shall bear interest as hereinafter provided. The principal of and interest on
the Bonds of the 2033 Series C shall be payable in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts at the office or agency of the Company in
the Borough of Manhattan, City and State of New York.
(c) The Bonds of the 2033 Series C shall be issued to secure payment
of certain of the Company's obligations under the Loan Agreement dated as of May
1, 1998, as supplemented as of May 1, 2003 by the First Supplemental Loan
Agreement (together, the "Forsyth B Loan Agreement"), between the City of
Forsyth, Montana and the Company, executed in connection with the issuance of
the $21,000,000 principal amount of City of Forsyth, Montana Pollution Control
Revenue Refunding Bonds (Portland General Electric Company Project) Series 1998B
(the "Forsyth Bonds Series 1998B") pursuant to the Trust Indenture from the City
of Forsyth, Montana, as issuer, to X.X. Xxxxxx Trust Company, National
Association (formerly known as Chase Manhattan Bank and Trust Company, National
Association), as trustee, dated as of May 1, 1998, as amended and restated as of
May 1, 2003 (the "Forsyth B 1998 Indenture").
(d) The Bonds of the 2033 Series C shall mature on the same date and
in the same principal amount, bear interest at the same rates payable at the
same times and be redeemable on the same dates and at the same redemption
prices, in each case as the Forsyth Bonds Series
-34-
1998B. In particular, the Bonds of the 2033 Series C are subject to optional and
mandatory redemption at the same times and at equivalent redemption prices as
the Forsyth Bonds Series 1998B are under Section 4.02 and Section 4.03 of the
Forsyth B 1998 Indenture.
(e) The obligation of the Company to make payments with respect to the
principal of and premium, if any, and interest on Bonds of the 2033 Series C,
including any obligation to redeem, or pay upon acceleration, all or a portion
of the principal amount of Bonds of the 2033 Series C prior to the Series C
Maturity Date, shall be fully or partially, as the case may be, satisfied and
discharged to the extent that the equivalent amounts under the Forsyth B Loan
Agreement shall have been fully or partially paid. Satisfaction of any
obligation under the Bonds of the 2033 Series C to the extent that payment is
made with respect to the Forsyth B Loan Agreement means that if any payment is
made under the Forsyth B Loan Agreement, a corresponding payment obligation with
respect to the principal of or interest on Bonds of the 2033 Series C (including
any obligation to redeem, or pay upon acceleration, all or a portion of the
principal amount of Bonds of the 2033 Series C prior to the Series C Maturity
Date), shall be deemed discharged in the same proportion and amount as such
payment discharges the outstanding obligations with respect to the Forsyth B
Loan Agreement. The Trustee under the Indenture may conclusively presume that
the obligation of the Company to make payments with respect to the principal of
and premium, if any, and interest on Bonds of the 2033 Series C shall have been
fully discharged and satisfied unless and until the Trustee shall have received
a written notice from the trustee under the Forsyth B 1998 Indenture stating (i)
that timely payment of the amounts due under the Forsyth B Loan Agreement has
not been made such that an "event of default" under the Forsyth B Loan Agreement
has occurred, and (ii) the amount of funds required to pay the amounts then due
under the Forsyth B Loan Agreement.
(f) Upon compliance with the provisions of Section 2.06 of the
Mortgage and as provided in this Supplemental Indenture, and upon payment of any
taxes or other governmental charges payable upon such exchange, Bonds of the
2033 Series C may be exchanged for a new Bond or Bonds of the 2033 Series C of
different authorized denominations of like aggregate principal amount. The
Trustee hereunder shall, by virtue of its office as such Trustee, be the
registrar and transfer agent of the Company for the purpose of registering
permitted transfers of Bonds of the 2033 Series C.
(g) Notwithstanding the provisions of Section 2.11 of the Mortgage, no
service charge shall be made for any exchange or registration of transfer of
Bonds of the 2033 Series C, but the Company or the Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge incident
thereto.
SECTION 3.02. Special Redemption of Bonds of the 2033 Series C. In
addition to the terms of redemption set forth in Section 3.01(d) above, the
Bonds of the 2033 Series C shall be redeemed prior to maturity as a whole at any
time in the instances provided in the Indenture by the application of proceeds
of the sale or disposition substantially as an entirety of the Company's
electric properties at Portland, Oregon, upon payment of (a) the principal
amount of the Bonds of the 2033 Series C, (b) unpaid interest accrued thereon to
the date of such redemption, and (c) an amount equal to the interest that would
become due on the Forsyth Bonds Series 1998B from the date of such redemption
through the end of the then-current Term Interest
-35-
Rate Period (as defined in the Forsyth B 1998 Indenture), upon notice given not
more than ninety (90) nor less than thirty (30) days prior to the date of such
redemption.
SECTION 3.03. Sections 4.04, 4.05 and 4.06 to Remain in Effect.
Notwithstanding the provisions of Sections 4.04, 4.05, 4.06 and 4.07 of the
Mortgage, the provisions of Sections 4.04, 4.05 and 4.06 of the Mortgage shall
remain in full force and effect and shall be performed by the Company so long as
any Bonds of the 2033 Series C remain outstanding.
SECTION 3.04. Certain Requirements of Mortgage to Remain Applicable.
The requirements which are stated in the next to the last paragraph of Section
1.13 and in Clause (9) of Paragraph A of Section 3.01 of the Mortgage to be
applicable so long as any of the Bonds of the 1975 Series are outstanding shall
remain applicable so long as any of the Bonds of the 2033 Series C are
outstanding.
SECTION 3.05. Certain Exceptions to Sections 2.06 and 2.10 of the
Mortgage. Notwithstanding the provisions of Section 2.06 or Section 2.10 of the
Mortgage, the Company shall not be required (a) to issue, register, discharge
from registration, exchange or register the transfer of any Bond of the 2033
Series C for a period of fifteen (15) days next preceding any selection by the
Trustee of Bonds of the 2033 Series C to be redeemed or (b) to register,
discharge from registration, exchange or register the permitted transfer of any
Bond of the 2033 Series C so selected for redemption in its entirety or (c) to
exchange or register the permitted transfer of any portion of a Bond of the 2033
Series C which portion has been so selected for redemption.
SECTION 3.06. Reference to Minimum Provision for Depreciation in
Certificate of Available Additions. So long as any Bonds of the 2033 Series C
remain outstanding, all references to the minimum provision for depreciation in
the form of certificate of available additions set forth in Section 3.03 of the
Mortgage shall be included in any certificate of available additions filed with
the Trustee, but whenever Bonds of the 2033 Series C shall no longer be
outstanding, all references to such minimum provisions for depreciation may be
omitted from any such certificate.
SECTION 3.07. Default. Any Event of Default described in Section
9.01(a), 9.01(b) or 9.01(c) of the Forsyth B 1998 Indenture shall be deemed to
be an event of default for purposes of Article Eleven of the Indenture in
payment of the principal of, or premium or interest on the Bonds of the 2033
Series C in the amount of the defaulted principal, premium or interest due
(whether as a component of purchase price under Section 9.01(c) of the Forsyth B
1998 Indenture or otherwise) on the Forsyth Bonds Series 1998B; subject,
however, to the condition that any waiver or cure of any such Event of Default
under the Forsyth B 1998 Indenture and a rescission and annulment of its
consequences shall constitute a waiver or cure of the corresponding event or
events of default under the Indenture on the Bonds of the 2033 Series C and a
rescission and annulment of the consequences thereof, but no such waiver or cure
and rescission and annulment will extend to or affect any other event of default
or any subsequent event of default or impair any right or remedy consequent
thereon. The Trustee shall not be deemed to have knowledge of any such event of
default under the Indenture until it shall have
-36-
received written notice of the occurrence of such Event of Default under the
Forsyth B 1998 Indenture from the trustee under the Forsyth B 1998 Indenture.
SECTION 3.08. Duration of Article Three. This Article Three shall be of
force and effect only so long as any Bonds of the 2033 Series C are outstanding.
ARTICLE FOUR.
TRUSTEE.
SECTION 4.01. Duties of Trustee.
(a) The Trustee hereby accepts the trust hereby created. The Trustee
undertakes, prior to the occurrence of an event of default and after the curing
of all events of default which may have occurred, to perform such duties and
only such duties as are specifically set forth in the Indenture, on and subject
to the terms and conditions set forth in the Indenture, and in case of the
occurrence of an event of default (which has not been cured) to exercise such of
the rights and powers vested in it by the Indenture, and to use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.
(b) The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Supplemental Indenture or
the Bonds of the 2033 Series issued hereunder or the due execution thereof by
the Company. The Trustee shall be under no obligation or duty with respect to
the filing, registration or recording of this Supplemental Indenture or the
re-filing, re-registration or re-recording thereof. The recitals of fact
contained herein or in the Bonds of the 2033 Series (other than the Trustee's
authentication certificate) shall be taken as the statements solely of the
Company, and the Trustee assumes no responsibility for the correctness thereof.
ARTICLE FIVE.
MISCELLANEOUS PROVISIONS.
SECTION 5.01. Date of this Supplemental Indenture. Although this
Supplemental Indenture, for convenience and for the purpose of reference, is
dated May 1, 2003, the actual date of execution by the Company and by the
Trustee is as indicated by their respective acknowledgments hereto annexed.
SECTION 5.02. Relation to Original Indenture. This Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the
Original Indenture as heretofore supplemented and modified, and as supplemented
and modified hereby, the Original Indenture as heretofore supplemented and
modified is in all respects ratified and confirmed, and the Original Indenture
as heretofore and hereby supplemented and modified shall be read, taken and
construed as one and the same instrument. All terms used in this Supplemental
Indenture shall be taken to have the same meaning as in the Original Indenture
except in cases where the context clearly indicates otherwise.
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SECTION 5.03. Invalid, Illegal or Unenforceable Provisions. In case
any one or more of the provisions contained in this Supplemental Indenture or in
the Bonds of the 2033 Series shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture, but this
Supplemental Indenture shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
SECTION 5.04. Counterparts. This 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 Company and the Trustee shall preserve undestroyed, shall
together constitute but one and the same instrument.
SECTION 5.05. Conflicting Provision. If any provision of this
Supplemental Indenture conflicts with another provision of the Mortgage required
to be included in indentures qualified under the Trust Indenture Act of 1939 (as
enacted prior to the date of this Supplemental Indenture) by any of the
provisions of said Act, such required provision shall control.
SECTION 5.06. Headings. Article and Section headings and the table of
contents used herein are for convenience of reference only, are not part of this
Supplemental Indenture and are not to affect the construction of, or to be taken
into consideration in interpreting, this Supplemental Indenture.
SECTION 5.07. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
DETERMINED WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
PROVIDED THAT THE FOREGOING SHALL NOT APPLY TO THE CREATION OR ENFORCEMENT OF
ANY LIEN ON REAL PROPERTY CREATED BY THE INDENTURE, WHICH SHALL BE GOVERNED BY
THE LAWS OF THE STATE IN WHICH SUCH REAL PROPERTY IS LOCATED.
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IN WITNESS WHEREOF, Portland General Electric Company has caused this
Supplemental Indenture to be signed in its corporate name by its President or
one of its Executive Vice Presidents or one of its Vice Presidents and its
corporate seal to be hereunto affixed and attested by its Secretary or one of
its Assistant Secretaries, and in token of its acceptance of the trusts created
hereunder, HSBC Bank USA has caused this Supplemental Indenture to be signed in
its corporate name by one of its Vice Presidents or one of its Assistant Vice
Presidents or one of its Corporate Trust Officers and its corporate seal to be
hereunto affixed and attested by one of its Corporate Trust Officers, all as of
the day and year first above written.
PORTLAND GENERAL ELECTRIC COMPANY
By: // Xxxxx X. Xxxx
----------------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President, Finance,
Chief Financial Officer and Treasurer
Attest: // Xxxxx X. XxXxxxxx
----------------------
Title: Assistant Secretary
(Seal)
HSBC BANK USA, as Trustee
By: //Xxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Vice President
Attest: // [illegible]
---------------------
Title: Vice President
---------------------
(Seal)
-39-
State of Oregon )
) ss.
County of Multnomah )
The foregoing instrument was acknowledged before me on this 24th day
of April, 2003 by Xxxxx X. Xxxx, an Executive Vice President, Finance, Chief
Financial Officer and Treasurer of PORTLAND GENERAL ELECTRIC COMPANY, an Oregon
corporation, on behalf of said corporation.
// Xxxx X. Xxxxxxx
-------------------------------
Notary Public for Oregon
My Commission Expires: 12/28/2004
[NOTARIAL SEAL]
-00-
Xxxxx xx Xxx Xxxx )
) ss.
County of New York )
The foregoing instrument was acknowledged before me on this 25th day
of April, 2003 by Xxxxxxx X. Xxxx, an Asst. Vice President of HSBC BANK USA, a
New York banking corporation and trust company, on behalf of said corporation.
// Xxxxxx Xxxxxxxxx
--------------------------------
Notary Public, State of New York
No. 24-01MA4761665
My Commission Expires: 11-30-06
[NOTARIAL SEAL]
-41-
State of Oregon )
) ss.
County of Multnomah )
Xxxxx X. Xxxx and Xxxxxx X. XxXxxxxx, a Executive Vice President,
Finance, Chief Financial Officer and Treasurer, and Assistant Secretary,
respectively, of PORTLAND GENERAL ELECTRIC COMPANY, an Oregon corporation, the
mortgagor in the foregoing mortgage named, being first duly sworn, on oath
depose and say that they are the officers above named of said corporation and
that this affidavit is made for and on its behalf by authority of its Board of
Directors and that the aforesaid mortgage is made by said mortgagor in good
faith, and without any design to hinder, delay or defraud creditors.
Subscribed and sworn to before me this 24th day of April, 2003.
// Xxxx X. Xxxxxxx
-----------------------------------
Notary Public for Oregon
My Commission Expires: 12/28/2004
[NOTARIAL SEAL]
-42-
