1
EXHIBIT 4.02
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this "Supplemental Indenture"), dated as
of May 8, 1997, is made and entered into by and among Enron Corp., a Delaware
corporation ("Enron Delaware"), Enron Oregon Corp., an Oregon corporation
("Enron Oregon") and Xxxxxx Trust and Savings Bank, as Trustee (the "Trustee").
RECITALS
A. Enron Delaware is a party to that certain Indenture, dated as of
November 1, 1985 (the "Indenture"), entered into between Enron Delaware and the
Trustee providing for the issuance of the Securities (as defined in the
Indenture).
B. Pursuant to an Amended and Restated Agreement and Plan of Merger
dated as of July 20, 1996, and amended and restated as of September 24, 1996,
and further amended by the First Amendment thereto dated as of April 14, 1997,
among Enron Delaware, Portland General Corporation and Enron Oregon, Enron
Delaware will merge into Enron Oregon, and Enron Oregon will be the surviving
and successor entity. Under Section 60.497 of the Oregon Business Corporation
Act, at the effective time of such merger (the "Effective Time"), Enron Oregon
will have all obligations and liabilities of Enron Delaware. At the Effective
Time, the name of Enron Oregon will change to Enron Corp.
C. Article Eight of the Indenture permits the merger of Enron Delaware
into Enron Oregon but requires Enron Oregon, as the successor, to expressly
assume by supplemental indenture the due and punctual payment of the principal
of, premium, if any, and interest on the Securities and the performance and
observance of all covenants and conditions of the Indenture on the part of
Enron Delaware to be performed or observed.
D. In order to further evidence the succession of Enron Oregon to
Enron Delaware and the assumption by Enron Oregon of the obligations of Enron
Delaware at the Effective Time, and to satisfy the provisions of Article Eight
of the Indenture, Enron Delaware and Enron Oregon are entering into this
Supplemental Indenture with the Trustee.
NOW, THEREFORE, Enron Delaware, Enron Oregon, and the Trustee agree as
follows:
1. Enron Oregon hereby expressly assumes (effective as of the
Effective Time, without further action of the parties hereto or of any other
person), (a) the due and punctual payment of the principal of, premium, if any,
and interest on all the Securities Outstanding (as defined in the Indenture),
and (b) the due and punctual performance and observance of all of the covenants
and conditions of the Indenture to be performed or observed by Enron Delaware.
2
2. At the Effective Time, Enron Oregon shall deliver to the
Trustee, (a) an executed Officers' Certificate in the form of Exhibit A hereto
and (b) an executed Opinion of Counsel of Xxxxxx & Xxxxxx L.L.P. in the form of
Exhibit B hereto.
3. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
-2-
3
IN WITNESS WHEREOF, Enron Delaware, Enron Oregon and the Trustee have
caused this Supplemental Indenture to be executed by their respective officers
thereunto duly authorized, as of the date first above written.
ENRON CORP., a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President, Finance and
Treasurer
ENRON OREGON CORP.,
an Oregon corporation
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President, Finance and
Treasurer
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
By: /s/ X.X. XXXXXXX
-------------------------------------
Title: X.X. Xxxxxxx, Vice President
-3-
