______________________________________________________________________________
PORTLAND GENERAL ELECTRIC COMPANY
TO
MARINE MIDLAND BANK
(FORMERLY THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
TRUSTEE.
____________________
Forty-sixth Supplemental Indenture
Dated August 1, 1996
____________________
First Mortgage Bonds,
Medium Term Note Series V
Supplemental to Indenture of Mortgage and Deed of Trust,
dated July 1, 1945 of Portland General Electric Company.
FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated August 1, 1996, made
by and between Portland General Electric Company, an Oregon
corporation (hereinafter called the "Company"), party of the first
part, and Marine Midland Bank (formerly The Marine Midland Trust
Company of New York), a New York banking corporation and trust
company (hereinafter called the "Trustee"), party of the second
part.
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 PRINCIPAL
INDENTURE DATED SERIES 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
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
2
SUPPLEMENTAL PRINCIPAL
INDENTURE DATED SERIES AMOUNT
Twenty-first 4-1-73 7.95% Series due April 1, 2003 $ 35,000,000
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 6-1-77 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
November 15, 1999 75,000,000(4)
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)
▇▇▇▇▇▇▇▇ ▇▇-▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Note Series 200,000,000
▇▇▇▇▇-▇▇▇▇▇ ▇▇-▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 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 Note Series II 75,000,000
Forty-fourth 8-24-94 Medium Term Note Series III 75,000,000
Forty-fifth 5-01-95 Medium Term Note Series IV 75,000,000
____________ _______ ___________________________________ ____________
(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.
3
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 ▇▇▇▇", "▇▇▇▇▇ 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 ▇▇▇▇", "▇▇▇▇▇ 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", and "Bonds of the Medium Term Note
Series IV" 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 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 the Fortieth Supplemental Indenture and the Forty-first
Supplemental Indenture amending in certain respects the Original
Indenture, as theretofore supplemented (such Original Indenture as
so amended hereinafter referred to as the "Original Indenture"); and
4
WHEREAS, the Company desires to provide for the creation of a new
series of bonds to be known as "First Mortgage Bonds, Medium Term
Note Series V" (sometimes herein referred to as the "Bonds of the
Medium Term Note Series V"), and to specify the form and provisions
of the Bonds of such series, and to mortgage, pledge, convey,
transfer or assign to the Trustee and to subject to the lien of the
Original Indenture certain additional properties acquired by the
Company since the execution and delivery of the Original Indenture;
and
WHEREAS, the Company intends at this time and from time to time
to issue an aggregate principal amount of Bonds of the Medium Term
Note Series V not to exceed $50,000,000 under and in accordance with
the terms of the Original Indenture and the supplemental indentures
above referred to; and
WHEREAS, the Bonds of the Medium Term Note Series V and the
Trustee's authentication certificate to be executed on the Bonds of
the Medium Term Note Series V are to be substantially in the
following forms, respectively:
(Form of Bond of the Medium Term Note Series V)
[Face of Bond]
Registered Registered
No. $
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, MEDIUM TERM NOTE SERIES V
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE:
%
INTEREST PAYMENT INTEREST PAYMENT INITIAL REGULAR
DATES: PERIOD: REDEMPTION DATE:
INITIAL REGULAR ANNUAL REGULAR OPTIONAL REPAYMENT
REDEMPTION PERCENTAGE: REDEMPTION PERCENTAGE DATE(S):
REDUCTION:
Portland General Electric Company, an Oregon corporation
(hereinafter sometimes called the "Company"), for value received,
hereby promises to pay to
___________________________________________________________________,
or registered assigns,
____________________________________________________________________
Dollars on the Maturity Date specified above (except to the extent
redeemed
5
or repaid prior to the Maturity Date), and to pay interest thereon
at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment, monthly,
quarterly, semiannually or annually, as specified above as the
Interest Payment Period, and on the Interest Payment Dates specified
above, in each year commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, unless the
Original Issue Date occurs between a Regular Record Date, as defined
below, and the next succeeding Interest Payment Date, in which case
commencing on the second Interest Payment Date succeeding the
Original Issue Date, to the registered holder of this bond on the
Regular Record Date with respect to such Interest Payment Date, and
on the Maturity Date shown above (or any Redemption Date as
described on the reverse hereof or any Optional Repayment Date
specified above). Interest on this bond will accrue from the most
recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid, from the Original
Issue Date specified above, until the principal hereof has been paid
or duly made available for payment. If the Maturity Date (or any
Redemption Date or any Optional Repayment Date) or an Interest
Payment Date falls on a day which is not a Business Day as defined
below, principal or interest payable with respect to such Maturity
Date (or Redemption Date or Optional Repayment Date) or Interest
Payment Date will be paid on the next succeeding Business Day with
the same force and effect as if made on such Maturity Date (or
Redemption Date or Optional Repayment Date) or Interest Payment
Date, as the case may be, and no interest shall accrue for the
period from and after such Maturity Date (or Redemption Date or
Optional Repayment Date) or Interest Payment Date. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions, be paid to the
person in whose name this bond (or one or more predecessor bonds) is
registered at the close of business on the fifteenth day (whether or
not a Business Day) next preceding such Interest Payment Date (the
"Regular Record Date"); PROVIDED, HOWEVER, that interest payable on
the Maturity Date (or any Redemption Date or any Optional Repayment
Date) will be payable to the person to whom the principal hereof
shall be payable. Should the Company default in the payment of
interest ("Defaulted Interest"), the Defaulted Interest shall be
paid to the person in whose name this bond (or one or more
predecessor bonds) is registered on a subsequent record date fixed
by the Company, which subsequent record date shall be fifteen (15)
days prior to the payment of such Defaulted Interest. As used
herein, "Business Day" means any day, other than a Saturday or
Sunday, on which banks in The City of New York are not required or
authorized by law to close.
Payment of the principal of and interest on this bond will be
made in
6
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; PROVIDED, HOWEVER, that payment of
interest on any Interest Payment Date other than the Maturity Date
(or any Redemption Date or any Optional Repayment Date) may be made
at the option of the Company by check mailed to the address of the
person entitled thereto as such address shall appear in the bond
register of the Company. A person holding $10,000,000 or more in
aggregate principal amount of bonds having the same Interest Payment
Date (whether having identical or different terms and provisions)
will be entitled to receive payments of interest by wire transfer of
immediately available funds if appropriate written wire transfer
instructions have been received by the Trustee not less than sixteen
days prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this bond
set forth on the reverse hereof, 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.
7
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:
Secretary.
(Form of Trustee's Authentication Certificate for
Bonds of the Medium Term Note Series V)
This is one of the bonds, of the series designated herein,
described in the within-mentioned Indenture.
MARINE MIDLAND BANK, AS TRUSTEE,
By:
Authorized Officer
8
[Reverse of Bond]
This bond is one of the bonds, of a series designated as Medium
Term Note Series V 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 The Marine Midland Trust Company of New York (now
Marine Midland Bank), as Trustee, as supplemented and modified by
forty-six supplemental indentures (such Indenture of Mortgage and
Deed of Trust as so supplemented and modified being hereinafter
called the "Indenture"), to which Indenture and all indentures
supplemental thereto, 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.
This bond will not be subject to any sinking fund.
This bond may be subject to repayment at the option of the holder
on the Optional Repayment Date(s), if any, indicated on the face
hereof. If no Optional Repayment Dates are set forth on the face
hereof, this bond may not be so repaid at the option of the holder
hereof prior to maturity. On any Optional Repayment Date this bond
shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least
$100,000) at the option of the holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this bond to
be repaid in whole or in part at the option of the holder hereof,
this bond must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such address which the
Company shall from time to time notify the holders of the bonds, not
more than 60 nor less than 20 days prior to an Optional Repayment
Date. Exercise of such repayment option by the holder hereof shall
be irrevocable.
9
This bond may be redeemed by the Company on any date on and after
the Initial Regular Redemption Date, if any, indicated on the face
hereof. If no Initial Regular Redemption Date is set forth on the
face hereof, this bond may not be redeemed prior to maturity, except
as provided in the second succeeding paragraph. On and after the
Initial Regular Redemption Date, if any, this bond may be redeemed
at any time in whole or from time to time in part in increments of
$1,000 (provided that any remaining principal hereof shall be at
least $100,000) at the option of the Company at the applicable
Regular Redemption Price (as defined below) together with interest
thereon payable to the date of such redemption, on notice given not
more than 90 nor less than 30 days prior to such date. Any date on
which Bonds are to be redeemed is herein called a "Redemption Date".
The "Regular Redemption Price" shall initially be the Initial
Regular Redemption Percentage, shown on the face hereof, of the
principal amount of this bond to be redeemed and shall decline at
each anniversary of the Initial Regular Redemption Date, shown on
the face hereof, by the Annual Regular Redemption Percentage
Reduction, if any, shown on the face hereof, of the principal amount
to be redeemed until the Regular Redemption Price is 100% of such
principal amount.
The Bonds may be redeemed prior to maturity as a whole at any
time or in part from time to time (in increments as specified in the
second preceding paragraph) 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 the principal amount thereof,
together with interest accrued to the date of such redemption, on
notice given as provided in such second preceding paragraph.
Interest payments on this bond will include interest accrued to
but excluding the Interest Payment Date or the Maturity Date, as the
case may be. Interest payments for this bond will be computed and
paid on the basis of a 360-day year of twelve 30-day months.
If this bond or any portion thereof ($1,000 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 redemption 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
10
upon surrender of this bond in exchange for a bond or
bonds (but only of authorized denominations) 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 per cent 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 the holder hereof which will (a) 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, (b)
permit the creation of any lien, not otherwise permitted, prior to
or on a parity with the lien of the Indenture, or (c) 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.
This bond is transferable by the registered owner hereof in
person or by his 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 an 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.
Bonds of this series are issuable only in fully registered form
without coupons in denominations of $100,000 or integral multiples
of $1,000 in excess thereof. The registered owner of this bond at
his option may surrender the same for cancellation at said office of
the Trustee and receive in exchange therefor the same aggregate
principal amount of registered bonds of the same series and with the
same terms and provisions, including the
11
same issue date, maturity
date, and redemption provisions, if any, and which bear interest at
the same rate, but of other authorized denominations, upon payment
of any taxes or other governmental charges payable upon such
exchange and subject to the terms and conditions set forth in the
Indenture.
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 the
cases, to the extent and as provided in the Indenture, waive certain
defaults thereunder and the consequences of such defaults.
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.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this bond (or portion hereof specified below)
pursuant to its terms at a price equal to the principal amount
hereof together with interest to the repayment date, to the
undersigned, at ____________________________________________________
____________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at ▇▇▇
▇▇▇▇▇▇▇▇ - ▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other
place or places of which the Company shall from time to time notify
the holder of this bond, not more than 60 nor less than 20 days
prior to an Optional Repayment Date, if any, shown on the face of
this bond, this bond with this "Option to Elect
12
Repayment" form duly completed.
If less than the entire principal amount of this bond is to be
repaid, specify the portion hereof (which shall be in increments of
$1,000) which the holder elects to have repaid and specify the
denomination or denominations (which shall be $100,000 or an
integral multiple of $1,000 in excess of $100,000) of the bonds to
be issued to the holder for the portion of this bond not being
repaid (in the absence of any such specification, one such bond will
be issued for the portion not being repaid).
$_____________________
NOTICE: The signature on this Option to
Date_________________ Elect Repayment must
correspond with the name as written upon the
face of this bond in every particular, without
alteration or enlargement or any change
whatever.
(End of Form of Bond of the Medium Term Note Series V)
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 Medium Term Note Series V 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 Bonds at any time issued and outstanding under
the Original Indenture as supplemented and modified by the forty-
five 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 Original 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 Medium Term Note Series V by the
holders thereof, and for other valuable consideration, the receipt
whereof is hereby acknowledged, the Company has executed and
delivered this
13
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 forty-five supplemental indentures hereinbefore
described and not heretofore released from the lien thereof), to
wit:
CLAUSE I
Without in any way limiting anything 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 Original
Indenture).
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 Original Indenture) 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
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
14
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.
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 Original Indenture;
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 and coupons authenticated and delivered under
the Original Indenture and the forty-five supplemental indentures
hereinbefore described or this Supplemental Indenture, and duly
issued by the Company, without any discrimination, preference or
priority of any one bond or coupon 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 Original
Indenture, so that, subject to said Section 11.28, each and all of
said Bonds and coupons shall have the same right, lien and privilege
under the Original Indenture and the forty-five 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 and coupons 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 forty-five supplemental indentures hereinbefore described and
herein set forth and declared.
15
ARTICLE ONE.
BONDS OF THE MEDIUM TERM NOTE SERIES V AND
CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. CERTAIN TERMS OF BONDS OF THE MEDIUM TERM NOTE
SERIES V. The aggregate principal amount of the Bonds of the Medium
Term Note Series V shall be limited to $50,000,000, excluding,
however, any Bonds of the Medium Term Note Series V 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 Original Indenture or of this Supplemental
Indenture.
The definitive Bonds of the Medium Term Note Series V shall be
issuable only in fully registered form without coupons in the
denomination of $100,000, or any amount in excess thereof that is a
multiple of $1,000. Notwithstanding the provisions of Section 2.05
of the Original Indenture, each Bond of the Medium Term Note Series
V shall be dated as of the date of its authentication, and shall
mature on such date not less than nine months nor more than thirty
years from such date, shall bear interest from such date, shall bear
interest at such rate or rates, which may be fixed or variable, and
have such other terms and conditions not inconsistent with the
Original Indenture as the Board of Directors of the Company, or any
officer of the Company acting pursuant to authority granted by the
Board of Directors may determine (the execution of any bond of the
Medium Term Note Series V by any authorized officer of the Company
being, with regard to any holder of such bond, conclusive evidence
of such approval). Interest on Bonds of the Medium Term Note Series
V shall be payable on the dates established on the date of first
authentication of such Bond ("Original Issue Date"). The person in
whose name any Bond of the Medium Term Note Series V is registered
at the close of business on the applicable record date with respect
to any interest payment date shall be entitled to receive the
interest payable thereon on such interest payment date
notwithstanding the cancellation of such Bond upon any transfer or
exchange thereof subsequent to such record date and prior to such
interest payment date, unless the Company shall default in the
payment of the interest due on such interest payment date, in which
case such defaulted interest shall be paid to the person in whose
name such Bond is registered on a subsequent record date fixed by
the Company, which subsequent record date shall be fifteen (15) days
prior to the payment of such defaulted interest. Such interest
payments shall be made in such manner and in such places as provided
on the Form of Bonds of the Medium Term Note Series V set forth in
this Supplemental Indenture. The principal of the Bonds
16
of the
Medium Term Note Series V 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, and interest and premium, if any, on such
Bonds shall be payable in like coin or currency at said office or
agency.
The definitive Bonds of the Medium Term Note Series V may be
issued in the form of Bonds, engraved, printed or lithographed on
steel engraved borders.
Upon compliance with the provisions of Section 2.06 of the
Original Indenture and as provided in this Supplemental Indenture,
and upon payment of any taxes or other governmental charges payable
upon such exchange, Bonds of the Medium Term Note Series V may be
exchanged for a new Bond or Bonds 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 and transferring Bonds of the Medium Term
Note Series V.
Notwithstanding the provisions of Section 2.11 of the Original
Indenture, no service charge shall be made for any exchange or
transfer of Bonds of the Medium Term Note Series V, but the Company
at its option may require payment of a sum sufficient to cover any
tax or other governmental charge incident thereto.
SECTION 1.02. REDEMPTION PROVISIONS FOR BONDS OF THE MEDIUM TERM
NOTE SERIES V. The Bonds of the Medium Term Note Series V shall be
subject to redemption prior to maturity as a whole at any time or in
part from time to time as the Board of Directors of the Company, or
any officer of the Company acting pursuant to authority granted by
the Board of Directors may determine, and as set forth on the Form
of Bonds of the Medium Term Note Series V set forth in this
Supplemental Indenture.
The Bonds of the Medium Term Note Series V which are redeemable
on the payment of a Regular Redemption Price as provided for in this
Section 1.02 may be redeemed at such Regular Redemption Price
through the application of cash deposited with the Trustee pursuant
to Section 6.04 of the Original Indenture upon the taking, purchase
or sale of any property subject to the lien hereof or thereof in the
manner set forth in said Section.
17
The Bonds of the Medium Term Note Series V are also subject to
redemption through the application of proceeds of the sale or
disposition substantially as an entirety of the Company's electric
properties at Portland, Oregon, which proceeds are required by the
provisions of Section 7.01 of the Original Indenture to be applied
to the retirement of Bonds, upon payment of the principal amount
thereof together with interest thereon payable to the date of
redemption.
SECTION 1.03. Notwithstanding the provisions of Section 4.07 of
the Original Indenture, the provisions of Sections 4.04, 4.05, and
4.06 of the Original Indenture shall remain in full force and effect
and shall be performed by the Company so long as any Bonds of the
Medium Term Note Series V remain outstanding. The Bonds of the
Medium Term Note Series V which are redeemable on the payment of a
Regular Redemption Price as provided for in Section 1.02 of this
Supplemental Indenture may be redeemed at such Regular Redemption
Price with moneys remaining in the replacement fund provided for in
said Section 4.04 of the Original Indenture.
SECTION 1.04. 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 Original Indenture 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 Medium Term Note
Series V are outstanding.
SECTION 1.05. Notwithstanding the provisions of Section 2.06 or
Section 2.10 of the Original Indenture, the Company shall not be
required (i) to issue, register, discharge from registration,
exchange or transfer any Bond of the Medium Term Note Series V for a
period of fifteen (15) days next preceding any selection by the
Trustee of Bonds of the Medium Term Note Series V to be redeemed or
(ii) to register, discharge from registration, exchange or transfer
any Bond of the Medium Term Note Series V so selected for redemption
in its entirety or (iii) to exchange or transfer any portion of a
Bond of the Medium Term Note Series V which portion has been so
selected for redemption.
SECTION 1.06. So long as any Bonds of the Medium Term Note
Series V 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 Original Indenture shall be
included in any certificate of available additions filed with the
Trustee, but whenever Bonds of the Medium Term Note Series V shall
no longer be outstanding, all references to such minimum provisions
for depreciation may be omitted from any such certificate.
18
SECTION 1.07. I. Each holder of any Bond of the Medium Term
Note Series V by acceptance of such Bond shall thereby consent that,
at any time after the requisite consents, if any, of the holders of
Bonds of other series shall have been given as hereinafter provided,
Subsections A and G of Section 1.10 of the Original Indenture be
amended so as to read as follows:
"A. The term 'bondable public utility property' shall mean and
comprise any tangible property now owned or hereafter acquired by
the Company and subjected to the lien of this Indenture, which is
located in the States of Oregon, Washington, California, Arizona,
New Mexico, Idaho, Montana, Wyoming, Utah and Nevada and is used or
is useful to it in the business of furnishing or distributing
electricity for heat, light or power or other use, or supplying hot
water or steam for heat or power or steam for other purposes,
including, without limiting the generality of the foregoing, all
properties necessary or appropriate for purchasing, generating,
manufacturing, producing, transmitting, supplying, distributing
and/or disposing of electricity, hot water or steam; PROVIDED,
HOWEVER, that the term 'bondable public utility property' shall not
be deemed to include any nonbondable property, as defined in
Subsection B of this Section 1.10, or any excepted property."
"G. The term 'minimum provision for depreciation' for the period
from March 31, 1945 through December 31, 1966, as applied to
bondable public utility property, whether or not subject to a prior
lien, shall mean $35,023,487.50.
"The term 'minimum provision for depreciation' for any calendar
year subsequent to December 31, 1966, as applied to bondable public
utility property, shall mean the greater of (i) an amount equal to
2% of depreciable bondable public utility property, as shown by the
books of the Company as of January 1 of such year, with respect to
which the Company was as of that date required, in accordance with
sound accounting practice, to make appropriations to a reserve or
reserves for depreciation or obsolescence, or (ii) the amount
actually appropriated by the Company on its books of account to a
reserve or reserves for depreciation or obsolescence in respect of
depreciable bondable public utility property for such calendar year,
in either case less an amount equal to the aggregate of (a) the
amount of any property additions which during such calendar year
were included in an officers' certificate filed with the Trustee as
the basis for a sinking fund credit pursuant to the provisions of a
sinking fund for Bonds of any series, and (b) 166 2/3% of the
principal amount of Bonds of any series which shall have been
delivered to the Trustee as a credit, or which the Company shall
have elected to apply as a credit, against any sinking fund payment
due during such calendar year for Bonds of any series, or which
shall have been
19
redeemed in anticipation of, or out of moneys paid
to the Trustee on account of, any sinking fund payment due during
such calendar year for Bonds of any series. Bonds delivered to the
Trustee as, or applied as, a credit against any sinking fund payment
and Bonds redeemed in anticipation of any sinking fund payment,
regardless of the time when they were actually delivered, applied or
redeemed, for purposes of the preceding sentence shall be deemed to
have been delivered, applied or redeemed, as the case may be, on the
sinking fund payment date when such sinking fund payment was due.
Bonds redeemed out of moneys paid to the Trustee on account of any
sinking fund payment shall, regardless of the date when they were
redeemed, for purposes of the second preceding sentence, be deemed
to have been redeemed on the later of (i) the date on which such
moneys were paid to the Trustee or (ii) the sinking fund payment
date when such sinking fund payment was due.
"The minimum provision for depreciation for any calendar year
subsequent to December 31, 1966, as applied to bondable public
utility property not subject to a prior lien, shall be determined as
set forth in the paragraph immediately preceding, except that all
references therein to 'depreciable bondable public utility property'
shall be deemed to be 'depreciable bondable public utility property
not subject to a prior lien'.
"The minimum provision for depreciation as applied to bondable
public utility property and the minimum provision for depreciation
as applied to bondable public utility property not subject to a
prior lien for any period commencing subsequent to December 31, 1966
which is of twelve whole calendar months' duration but is other than
a calendar year or which is of less than twelve whole calendar
months' duration shall be determined by multiplying the number of
whole calendar months in such period by one-twelfth of the
corresponding minimum provision for depreciation for the most recent
calendar year completed prior to the end of such period, and
fractions of a calendar month shall be disregarded.
"The aggregate amount of the minimum provision for depreciation
as applied to bondable public utility property and the aggregate
amount of the minimum provision for depreciation as applied to
bondable public utility property not subject to a prior lien from
March 31, 1945 to any date shall be the sum of the corresponding
minimum provision for depreciation for each completed calendar year
between December 31, 1966 and such date, plus the corresponding
minimum provision for depreciation for the period, if any, from the
end of the most recent such completed calendar year to such date, in
each case determined as set forth above, plus $35,023,487.50.
"All Bonds credited against any sinking fund payment due
subsequent to
20
December 31, 1966 for Bonds of any series and (except
as provided in Section 9.04 with respect to Bonds on which a
notation of partial payment shall be made) all Bonds redeemed in
anticipation of or out of moneys paid to the Trustee as a part of
any sinking fund payment due subsequent to December 31, 1966 for
Bonds of any series, shall be canceled and no such Bonds, nor any
property additions which, subsequent to December 31, 1966, shall
have been included in an officers' certificate filed with the
Trustee as the basis for a sinking fund credit pursuant to the
provisions of a sinking fund for Bonds of any series, shall be made
the basis of the authentication and delivery of Bonds or of any
other further action or credit hereunder."
II. Each holder of any Bond of the Medium Term Note Series V, by
acceptance of such Bond shall thereby consent that, at any time
after the requisite consents, if any, of the holders of Bonds of
other series shall have been given as hereinafter provided:
(1) Subsection A of Section 1.10 of the Original Indenture, as
the same may be amended as hereinabove in this Section 1.07
provided, be further amended by replacing the word "and" between
the words "Utah" and "Nevada" with a comma and by adding after
the word "Nevada" the words "and Alaska";
(2) Subsection G of Section 1.10 of the Original Indenture, as
the same may be amended as hereinabove in this Section 1.07
provided, be further amended by amending the second paragraph
thereof to read as follows:
"The term 'minimum provision for depreciation' for any
calendar year subsequent to December 31, 1966, as applied to
bondable public utility property, shall mean the greater of (i)
an amount equal to 2% of depreciable bondable public utility
property, as shown by the books of the Company as of January 1
of such year, with respect to which the Company was as of that
date required, in accordance with sound accounting practice, to
make appropriations to a reserve or reserves for depreciation or
obsolescence, or (ii) the amount actually appropriated by the
Company on its books of account to a reserve or reserves for
depreciation or obsolescence in respect of depreciable bondable
public utility property for such calendar year, in either case
less an amount equal to the aggregate of (a) the amount of any
property additions which during such calendar year were included
in an officers' certificate filed with the Trustee as the basis
for a sinking fund credit pursuant to the provisions of a
sinking fund for Bonds of any series and which as a result of
having been so included have been
21
deemed, either without time
limit or only so long as any Bonds of such series are
outstanding, to have been 'included in an officers' certificate
filed with the Trustee as the basis for a sinking fund credit'
and to have been 'made the basis for action or credit hereunder'
as such term is defined in Subsection H of Section 1.10 of the
Original Indenture, and (b) 166 2/3% of the principal amount of
Bonds of any series which shall have been delivered to the
Trustee as a credit, or which the Company shall have elected to
apply as a credit, against any sinking fund payment due during
such calendar year for Bonds of any series, or which shall have
been redeemed in anticipation of, or out of moneys paid to the
Trustee on account of, any sinking fund payment due during such
calendar year for Bonds of any series and which as a result of
having been so made the basis of a credit upon a sinking fund
payment and/or so redeemed by operation of a sinking fund shall
have been disqualified, either without time limit or only so
long as any Bonds of such series are outstanding, from being
made the basis of the authentication and delivery of Bonds or of
any other further action or credit under the Original Indenture
or any supplemental indenture. Bonds delivered to the Trustee
as, or applied as, a credit against any sinking fund payment and
Bonds redeemed in anticipation of any sinking fund payment,
regardless of the time when they were actually delivered,
applied or redeemed, for purposes of the preceding sentence
shall be deemed to have been delivered, applied or redeemed, as
the case may be, on the sinking fund payment date when such
sinking fund payment was due. Bonds redeemed out of moneys paid
to the Trustee on account of any sinking fund payment shall,
regardless of the date when they were redeemed, for purposes of
the second preceding sentence, be deemed to have been redeemed
on the later of (i) the date on which such moneys were paid to
the Trustee or (ii) the sinking fund payment date when such
sinking fund payment was due."
(3) Subsection G of Section 1.10 of the Original Indenture, as
the same may be amended as hereinabove in this Section 1.07
provided, be further amended by deleting therefrom the last two
paragraphs thereof and inserting therein a new last paragraph to
read as follows:
"The aggregate amount of the minimum provision for
depreciation as applied to bondable public utility property and
the aggregate amount of the minimum provision for depreciation
as applied to bondable public utility property not subject to a
prior lien from March 31, 1945 to any date shall be the sum of
the corresponding minimum provision for depreciation for each
completed calendar year between December 31, 1966 and such date,
plus (1) the corresponding
22
minimum provision for depreciation
for the period, if any, from the end of the most recent such
completed calendar year to such date, in each case determined as
set forth above, plus (2) $35,023,487.50, plus (3) an amount
equal to the aggregate of (a) the amount of any property
additions which, between December 31, 1966 and such date, became
property additions of the character described in clause (a) of
the second paragraph of this Subsection G and which, thereafter,
also between December 31, 1966 and such date, became 'available
additions' as a result of the fact that all Bonds of such series
ceased to be outstanding, and (b) 166 2/3% of the principal
amount of Bonds of any series which, between December 31, 1966
and such date, become Bonds of the character described in clause
(b) of the second paragraph of this Subsection G and which,
thereafter, also between December 31, 1966 and such date, became
'available Bond retirements' as a result of the fact that all
Bonds of such series ceased to be outstanding."
III. Each holder of any Bond of the Medium Term Note Series V,
by acceptance of such Bond shall thereby consent that, at any time
after the requisite consents, if any, of the holders of Bonds of
other series shall have been given as hereinafter provided:
(1) the subparagraph numbered (3) of the third paragraph of
Section 1.03 of each of the Sixteenth and the Eighteenth through
the Twenty-first Supplemental Indentures and the third paragraph
of Section 1.03 of the Twenty-second Supplemental Indenture be
amended by inserting before the words "any available additions
thus shown as a credit" the phrase "provided, however, that so
long as any Bonds of the ___________ Series are outstanding" and
inserting in the blank space of such phrase the applicable
designation of the series of Bonds created by such supplemental
indenture;
(2)(i) the fifth paragraph of Section 1.03 of the Ninth
through the Sixteenth Supplemental Indentures and the Eighteenth
through the Twenty-second Supplemental Indentures, which begins
with the words "All Bonds made the basis of a credit upon any
sinking fund payment for Bonds", (ii) Section 1.03 of the
Seventeenth, Twenty-third and Twenty-fourth Supplemental
Indentures, (iii) the last sentence of the fourth paragraph of
Section 1.03 of the First, Third, Fifth, Sixth and Seventh
Supplemental Indentures, which begins with the words "All Bonds
delivered to the Trustee as part of or to anticipate any sinking
fund payment" and (iv) the last sentence of the fourth paragraph
of Section 4.03 of the Original Indenture, which begins with the
words
23
"All Bonds delivered to the Trustee as part of or to
anticipate any sinking fund payment", each be amended so as to
read as follows:
"All Bonds made the basis of a credit upon any sinking fund
payment, and/or (except with respect to Bonds on which a
notation of partial payment shall be made as permitted by any
provision of the Original Indenture, of any supplemental
indenture or of any agreement entered into as permitted by the
Original Indenture or by any supplemental indenture) redeemed
(whether on any sinking fund payment date or in anticipation of
any such sinking fund payment) by operation of the sinking fund,
for Bonds of the 1975 Series, or for Bonds of the 1977 Series,
or for Bonds of the 1977 Second Series, or for Bonds of the 1984
Series, or for Bonds of the 1986 Series, or for Bonds of the
4 7/8% Series due 1987, or for Bonds of the 1990 Series, or for
Bonds of the 1991 Series, or for Bonds of the 4 5/8% Series due
1993, or for Bonds of the 4 3/4% Series due 1993, or for Bonds
of the 1994 Series, or for Bonds of the 1995 Series, or for
Bonds of the 1996 Series, or for Bonds of the 1997 Series, or
for Bonds of the 2000 Series, or for Bonds of the 2001 Series,
or for Bonds of the 2002 Series, or for Bonds of the 2003
Series, or for Bonds of the 2003 Second Series if not
theretofore canceled shall be canceled and, except as otherwise
provided in the supplemental indenture creating such series of
Bonds, or in another supplemental indenture amending such
supplemental indenture, so long as any Bonds of such series are
outstanding shall not (but without limiting the use of the
principal amount thereof in calculating any minimum provision
for depreciation pursuant to the provisions of Subsection G of
Section 1.10 of the Original Indenture as the same may be
amended in accordance with the provisions of any supplemental
indenture) be made the basis of the authentication and delivery
of Bonds or of any further action or credit under the Original
Indenture or any supplemental indenture.
"To the extent that
(a) in any given year the principal amount of Bonds made the
basis of a credit upon any sinking fund payment, and/or
redeemed (whether on a sinking fund payment date or in
anticipation of a sinking fund payment) by operation of the
sinking fund, for Bonds of the 1975 Series, or for Bonds of
the 1977 Series, or for Bonds of the 1977 Second Series, or
for Bonds of the 1984 Series, or for Bonds of the 1986
Series, or for Bonds of the 4 7/8% Series due 1987, or for
Bonds of the 1990 Series, or for Bonds of the 1991 Series, or
for Bonds of the 4 5/8% Series due 1993, or for Bonds
24
of the
4 3/4% Series due 1993, or for Bonds of the 1994 Series, or
for Bonds of the 1995 Series or for Bonds of the 1996 Series,
does not exceed
(b) an amount equal to 1% of the greatest aggregate principal
amount of Bonds of such Series theretofore at any one time
outstanding, after deducting from said aggregate principal
amount the sum of the following amounts, in the event that
such sum would equal $500,000 or more, namely, (1) the
aggregate principal amount of Bonds of such Series
theretofore redeemed by the application of the proceeds of
property released from the lien of the Original Indenture or
taken or purchased pursuant to the provisions of Article Six
of the Original Indenture, and (2) the aggregate principal
amount of Bonds of such Series theretofore redeemed and
retired and made the basis for the withdrawal of such
proceeds pursuant to Section 7.03 of the Original Indenture
or certified pursuant to Section 6.06 of the Original
Indenture in lieu of the deposit of cash upon the release or
taking of property; and
to the extent that
(c) in any given year the principal amount of Bonds made the
basis of a credit upon any sinking fund payment, and/or
redeemed (whether on a sinking fund payment date or in
anticipation of a sinking fund payment) by operation of the
sinking fund, for Bonds of the 1997 Series, or for Bonds of
the 2000 Series, or for Bonds of the 2001 Series, or for
Bonds of the 2002 Series, or for Bonds of the 2003 Series, or
for Bonds of the 2003 Second Series,
does not exceed
(d) an amount equal to (1) 1% of the greatest aggregate principal
amount of Bonds of such Series theretofore at any one time
outstanding, after making the deductions from said aggregate
principal amount referred to in clause (b) of this paragraph,
minus (2) 60% of the amount of available additions made the
basis of a credit against such sinking fund payment,
the principal amount of Bonds so made the basis of a credit upon a
sinking fund payment and/or so redeemed by operation of the
sinking fund for Bonds of such Series shall not (but without
limiting the use of the principal amount thereof in calculating
any minimum provision for
25
depreciation pursuant to the provisions
of Subsection G of Section 1.10 of the Original Indenture as the
same may be amended in accordance with the provisions of any
supplemental indenture) be made the basis of the authentication
and delivery of Bonds or of any other further action or credit
under the Original Indenture or any supplemental indenture; and
to the extent that
(e) in any given year the amount of available additions made the
basis of a credit against any sinking fund payment for Bonds
of the 1997 Series, or for Bonds of the 2000 Series, or for
Bonds of the 2001 Series, or for Bonds of the 2002 Series, or
for Bonds of the 2003 Series, or for Bonds of the 2003 Second
Series,
does not exceed
(f) an amount equal to one and sixty-six and two-thirds one
hundredths per cent (1.66 2/3 %) of the greatest aggregate
principal amount of Bonds of such Series theretofore at any
one time outstanding, after making the deductions from said
aggregate principal amount referred to in clause (b) of this
paragraph,
the amount of available additions so made the basis of a credit
against a sinking fund payment shall (but without limiting the use
of the amount thereof in calculating any minimum provision for
depreciation pursuant to the provisions of Subsection G of Section
1.10 of the Original Indenture as the same may be amended in
accordance with the provisions of any supplemental indenture) be
deemed to have been 'included in an officers' certificate filed
with the Trustee as the basis for a sinking fund credit' and to
have been 'made the basis for action or credit hereunder' as such
term is defined in Subsection H of Section 1.10 of the Original
Indenture.
"From and after the time when all Bonds of any of the Series
referred to in (a) of the paragraph immediately preceding shall
cease to be outstanding, a principal amount of Bonds equal to the
excess of
(i) the aggregate principal amount of Bonds made the basis of a
credit upon all sinking fund payments and/or redeemed by
operation of the sinking fund for Bonds of such Series as set
forth in said (a) in all years, over
(ii) the aggregate amounts set forth in (b) of the paragraph
26
immediately preceding with reference to Bonds of such Series
for all years,
shall become 'available Bond retirements' as such term is defined
in Section 1.10.J. of the Original Indenture and may thereafter be
included in Item 4 of any 'certificate of available Bond
retirements' thereafter delivered to and/or filed with the Trustee
pursuant to Section 3.02 of the Original Indenture; and from and
after the time when all Bonds of any of the Series referred to in
(c) of the paragraph immediately preceding shall cease to be
outstanding, a principal amount of Bonds equal to the excess of
(iii) the aggregate principal amount of Bonds made the basis of a
credit upon all sinking fund payments and/or redeemed by
operation of the sinking fund for Bonds of such Series as set
forth in said (c) in all years, over
(iv) the aggregate amounts set forth in (d) of the paragraph
immediately preceding with reference to Bonds of such Series
for all years,
shall become 'available Bond retirements' as such term is defined
in Section 1.10.J. of the Original Indenture and may thereafter be
included in Item 4 of any 'certificate of available Bond
retirements' thereafter delivered to and/or filed with the Trustee
pursuant to Section 3.02 of the Original Indenture, and an amount
of available additions equal to the excess of
(v) the amount of available additions made the basis of a credit
against all sinking fund payments for Bonds of such Series as
set forth in (e) of the paragraph immediately preceding in
all years, over
(vi) the aggregate amounts set forth in (f) of the paragraph
immediately preceding with reference to Bonds of such Series
for all years,
shall become 'available additions' as such term is defined in
Section 1.10.I. of the Original Indenture and may thereafter be
included in Item 5 of any 'certificate of available additions'
thereafter filed with the Trustee pursuant to Section 3.01 of the
Original Indenture.";
(3) subsection H of Section 1.10 of the Original Indenture be
27
amended by inserting before the semicolon preceding clause (ii)
thereof, and as a part of clause (1) thereof, the words "if, to
the extent that, and so long as, the provisions of this Indenture
or any supplemental indentures creating or providing for any such
fund or any supplemental indentures amending the provisions
creating or providing for any such fund shall preclude the use of
property additions so included in an officers' certificate as the
basis for further action or credit hereunder"; Subsection I of
Section 1.10 of the Original Indenture be amended by changing the
reference therein from "Item 5" to "Item 7"; and Subsection J of
Section 1.10 of the Original Indenture be amended by changing the
reference therein from "Item 4" to "Item 5";
(4) paragraph (3) of Section 3.01(A) of the Original Indenture
be amended by changing the period at the end thereof to a comma
and adding the following words thereto: "except to the extent
otherwise provided in this Indenture or in any supplemental
indenture";
(5) the Certificate of Available Additions set forth in Section
3.03.A. of the Original Indenture be amended by
(i) adding new paragraphs (5) and (6) thereto immediately
preceding existing paragraph (5) thereof, as follows:
"(5) The aggregate amount, if any, of available additions
included in Item 4 above which were so included
because the same were made the basis of a credit upon
any sinking fund payment for Bonds of any series and
which have subsequently again become 'available
additions' as a result of the fact that all Bonds of
such series ceased to be outstanding, is
$_________________
"(6) The aggregate amount of available additions
heretofore made the basis for action or credit under
said Indenture of Mortgage and which have not
subsequently again become 'available additions' as set
forth in Item 5 above, namely Item 4 above minus Item
5 above is $_______________
(ii) renumbering existing paragraph (5) as paragraph (7) and
changing the references in renumbered paragraph (7) from
"Item 3 above minus Item 4 above" to "Item 3 above minus
Item 6 above",
28
(iii) renumbering existing paragraphs (6) and (7) as
paragraphs (8) and (9) and changing the references in
renumbered paragraph (9) from "Item 5 above minus Item 6
above" to "Item 7 above minus Item 8 above", and
(iv) deleting "Item 7 above" in the second line of the
paragraph immediately succeeding renumbered paragraph
(9) and substituting "Item 9 above" therefor; and
(6) the Certificate of Available Bond Retirements set forth in
Section 3.03.B. of the Original Indenture be amended by
(i) adding a new paragraph (4) thereto immediately preceding
the existing paragraph (4) thereof, as follows:
"(4) The aggregate amount, if any, of Bonds previously
made the basis of a credit upon any sinking fund
payment for Bonds of any series, and/or redeemed
(whether on a sinking fund payment date or in
anticipation of sinking fund payment) by operation of
the sinking fund for Bonds of such series, which have
subsequently become 'available Bond retirements' as a
result of the fact that all Bonds of such series
ceased to be outstanding is $___________"
(ii) renumbering the existing paragraph (4) as paragraph (5)
and revising the same to read as follows: "The amount of
presently available Bond retirements, namely the sum of
Items (1), (2), (3) and (4) above, is $___________"
(iii) renumbering the existing paragraphs (5) and (6) as (6)
and (7), respectively, and changing the reference in
renumbered paragraph (7) from "Item 4 minus Item 5" to
"Item 5 minus Item 6".
IV. The amendments of Subsections A, G, H, I and/or J of Section
1.10 of the Original Indenture, of Sections 3.01, 3.03 and/or 4.03
of the Original Indenture and/or of Section 1.03 of the First,
Third, Fifth, Sixth, Seventh and Ninth through Twenty-fourth
Supplemental Indentures set forth above shall, subject to the
Company and the Trustee, in accordance with the provisions of
Section 17.02 of the Original Indenture, entering into an indenture
or indentures supplemental to the Original Indenture for the purpose
of so amending said Subsections A, G, H, I and/or J, Sections 3.01,
29
3.03 and/or 4.03 and/or Section 1.03, become effective at such time
as the holders of not less than 75% in principal amount of Bonds
then outstanding or their attorneys-in-fact duly authorized,
including the holders of not less than 60% in principal amount of
the Bonds then outstanding of each series the rights of the holders
of which are affected by such amendment, shall have consented to
such amendment. No further vote or consent of the holders of Bonds
of the Medium Term Note Series V shall be required to permit such
amendments to become effective and in determining whether the
holders of not less than 75% in principal amount of Bonds
outstanding at the time such amendments become effective have
consented thereto, the holders of all Bonds of the Medium Term Note
Series V then outstanding shall be deemed to have so consented.
SECTION 1.08. This Article shall be of force and effect only so
long as any Bonds of the Medium Term Note Series V are outstanding.
ARTICLE TWO.
TRUSTEE.
SECTION 2.01. 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 Original Indenture as heretofore
and hereby supplemented and modified, on and subject to the terms
and conditions set forth in the Original Indenture as so
supplemented and modified, 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 Original Indenture as so supplemented
and modified, and to use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
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 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 (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.
30
ARTICLE THREE.
MISCELLANEOUS PROVISIONS.
SECTION 3.01. Although this Supplemental Indenture, for
convenience and for the purpose of reference, is dated August 1,
1996, the actual date of execution by the Company and by the Trustee
is as indicated by their respective acknowledgments hereto annexed.
SECTION 3.02. 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.
SECTION 3.03. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Bonds or coupons
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 3.04. 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.
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 Senior 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, Marine
Midland Bank (formerly The Marine Midland Trust Company of New York)
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
31
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:__________________________
Title: SENIOR VICE PRESIDENT
Attest:
___________________________
Title: ASSISTANT SECRETARY
(Seal)
MARINE MIDLAND BANK
By: _________________________
Title: ______________________
Attest:
___________________________
Title: ____________________
(Seal)
32
State of Oregon
} ss.:
County of Multnomah
The foregoing instrument was acknowledged before me on this ____
day of August, 1996 by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a Senior Vice President of
PORTLAND GENERAL ELECTRIC COMPANY, an Oregon corporation, on behalf
of said corporation.
_____________________________________________
Notary Public for Oregon
My Commission Expires _______________________
[NOTARIAL SEAL]
33
State of New York
} ss.:
County of _______
The foregoing instrument was acknowledged before me on this ____ day
of August, 1996 by _____________________________, a(an) ____________________
of MARINE MIDLAND BANK, a New York banking corporation and trust company, on
behalf of said corporation.
____________________________________
Notary Public, State of New York
No. ________________________________
Commission Expires _________________
[NOTARIAL SEAL]
34
State of Oregon
} ss.:
County of Multnomah
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a Senior Vice President
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 ____ day of August, 1996.
______________________________________
Notary Public for Oregon
My Commission Expires ________________
[NOTARIAL SEAL]
SS 6726
