FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.3

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of April 10, 2012 (this “Amendment”), amends the Credit Agreement, dated as of December 8, 2011 (the “Credit Agreement”) among Portland General Electric Company (the “Borrower”), the financial institutions from time to time parties thereto as lenders (collectively, together with their respective successors and assigns, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the parties hereto desire to amend the Credit Agreement as provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1 Amendments. Subject to the conditions precedent set forth in Section 3, the Credit Agreement is amended as set forth below:

1.1 Amendment to Section 6.10(xiii). Section 6.10(xiii) of the Credit Agreement is amended in its entirety to read as follows:

(xiii) Liens on or over specific assets hereafter acquired which are created or assumed contemporaneously with, or within 120 days after, such acquisition, for the sole purpose of financing or refinancing the acquisition of such assets (including without limitation Liens to secure obligations to make deferred payments, earn-out payments or royalty payments where such obligations are incurred in connection with the acquisition of such assets);

1.2 Amendment to Section 6.10(xvi). Section 6.10(xvi) of the Credit Agreement is amended in its entirety to read as follows:

(xvi) Liens, in addition to those listed in clauses (i) through (xv) above, incurred in the ordinary course of the Borrower's business on collateral with a market value that in the aggregate does not exceed $20,000,000.

SECTION 2 Representations and Warranties; No Conflicts.

2.1 Representations and Warranties of all Parties. Each party hereto represents and warrants that (a) it has taken all necessary action to authorize the execution, delivery and performance of this Amendment, (b) this Amendment has been duly executed and delivered by such Person and constitutes such Person's legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (c) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

2.2 Representations and Warranties of Borrower. The Borrower represents and warrants to the Lenders that (a) the representations and warranties of the Borrower set forth in Article V of the Credit Agreement (other than Section 5.10 of the Credit Agreement) are true and correct in all material respects as of the date hereof, unless they specifically refer to an earlier date and (b) no event has occurred and is continuing which constitutes a Default or an Unmatured Default.

2.3 No Conflicts. Neither the execution and delivery of this Amendment, nor the consummation of the transactions contemplated herein, nor performance of and compliance with the terms and provisions hereof by the

Borrower will (a) violate, contravene or conflict with any provision of its respective articles or certificate of incorporation, bylaws or other organizational or governing document or (b) violate, contravene or conflict with any law, rule, regulation, order, writ, judgment, injunction, decree, material contract or permit applicable to the Borrower.

SECTION 3 Effective Date. This Amendment shall become effective as of the date that the Agent has received counterparts of this Amendment duly executed by the Borrower and the Required Lenders.

SECTION 4 Miscellaneous.

4.1 Continuing Effectiveness. As hereby amended, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness hereof, all references in the Credit Agreement or other Loan Documents to the “Agreement”, the “Credit Agreement” or similar terms shall refer to the Credit Agreement as amended hereby.

4.2 Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts shall together constitute one and the same Amendment. A counterpart hereof, or a signature page hereto, delivered to the Agent by facsimile or electronic mail (in a .pdf or similar file) shall be effective as delivery of a manually-signed counterpart hereof.

4.3 Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Agent, including reasonable fees and charges of special counsel to the Agent, in connection with the preparation, execution and delivery of this Amendment.

4.4 Governing Law. This Amendment shall be construed in accordance with and governed by the internal laws (without regard to the conflict of laws provisions) of the State of New York.

4.5 Successors and Assigns. This Amendment shall be binding upon the Borrower, the Lenders and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Lenders and the Agent and the respective successors and assigns of the Lenders and the Agent.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

PORTLAND GENERAL ELECTRIC COMPANY

By: /s/ Xxxxx Xxxx    

Name: Xxxxx Xxxx    

Title: SVP Finance, CFO and Treasurer    

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Xxxx X. Xxxxx    

Name: Xxxx X. Xxxxx    

Title: Vice President    

BANK OF AMERICA, N.A., as a Lender

By: /s/ Xxxxx X. Xxxxx    

Name: Xxxxx X. Xxxxx    

Title: SVP    

BARCLAYS BANK PLC, as a Lender

By: /s/ Xxx Xxxxx    

Name: Xxx Xxxxx    

Title: Vice President    

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Holland X. Xxxxxxxx    

Name: Holland X. Xxxxxxxx    

Title: AVP & Portfolio Mgr.    

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By: /s/ Xxxxxxxx Xxxxxxxxx    

Name: Xxxxxxxx Xxxxxxxxx    

Title: Managing Director    

By: /s/ Xxxx X. Xxx    

Name: Xxxx X. Xxx    

Title: Vice President    

JPMORGAN CHASE BANK, N.A., as a Lender

By: /s/ Xxxx X. Zur III    

Name: Xxxx X. Zur III    

Title: Authorized Officer    

THE NORTHERN TRUST COMPANY, as a Lender

By: /s/ Xxxxxxx Xxxxx    

Name: Xxxxxxx Xxxxx    

Title: Vice President    

ASSOCIATED BANK, N.A., as a Lender

By: /s/ Xxxxxxx X. Xxxxxx    

Name: Xxxxxxx X. Xxxxxx    

Title: Senior Vice President    

COBANK, ACB, as a Lender

By: /s/ Xxxx Xxxxxxxxxx    

Name: Xxxx Xxxxxxxxxx    

Title: Vice President    

BANK OF THE WEST, as a Lender

By: /s/ Xxxxx German    

Name: Xxxxx German    

Title: Vice President    

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Xxxx Xxxxxxxx    

Name: Xxxx Xxxxxxxx    

Title: Director