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EXHIBIT 4(c)
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PORTLAND GENERAL ELECTRIC COMPANY
TO
HSBC BANK USA
(FORMERLY THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
Trustee.
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SUPPLEMENTAL INDENTURE
Dated ___, 199
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$________ First Mortgage Bonds,
___ % Series due ____
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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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___________________ SUPPLEMENTAL INDENTURE, dated __________,____ made
by and between Portland General Electric Company, an Oregon corporation
(hereinafter called the "Company"), party of the first part, 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"), 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 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)
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)
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SUPPLEMENTAL INDENTURE DATED SERIES DESIGNATION PRINCIPAL AMOUNT
---------------------- ----- ---------------------------------- ----------------
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
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) 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", and "Bonds of the
Medium Term Note Series V", 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
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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 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 a new
series of bonds to be known as "First Mortgage Bonds, ______% Series due
_________," (sometimes herein referred to as the "Bonds of the ______ Series"),
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 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 not to exceed
$_________________ aggregate principal amount of Bonds of the _______ Series
under and in accordance with the terms of the Mortgage; and
WHEREAS, the Bonds of the _________ Series and the Trustee's
authentication certificate to be executed on the Bonds of the _________ Series,
are to be substantially in the following forms, respectively:
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(Form of Bond of the ___ Series)
[FACE]
[THIS BOND IS A BOOK-ENTRY GLOBAL BOND WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS BOND IS EXCHANGEABLE FOR BONDS REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED BELOW, AND NO TRANSFER OF THIS BOND (OTHER THAN
A TRANSFER OF THIS BOND AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE OF THE
DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY)
MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
No. R $..............
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, [_____%](2) SERIES [DUE __________, ____](2)
Portland General Electric Company, an Oregon corporation (hereinafter
sometimes called the "Company"), for value received, hereby promises to pay to
[...................,](3) [Cede & Co.,](1) or registered assigns ...............
Dollars on ___________,______, and to pay interest thereon from [the __________
or _______________, as the case may be, next preceding the date hereof to which
interest has been paid (unless the date hereof is a ___________ or ___________
to which interest has been paid, in which case from the date hereof, or unless
the date hereof is prior to ___________, 199__, in which case from ___________,
19__, or unless the date hereof is between a ____________ or ____________, as
the case may be, and the following __________ or ____________, in which case
from such ___________ or ____________, provided, however, that if and to the
extent the Company shall default in payment of the interest due on such
_____________ or ___________, then from the next preceding date to which
interest has been paid or if such default shall be in respect of the interest
due on ____________, 199__, then from _____________, 199__),](2) at the rate of
[ , semi-annually on the first day of _________ and
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on the first day of __________ in each year beginning on ____________,
199__,](2) until payment of the principal hereof has been made or duly provided
for. The interest so payable on any [____________ or ____________](2) will,
subject to certain exceptions provided in the ___________ Supplemental Indenture
referred to on the reverse hereof, be paid to the person in whose name this bond
is registered at the close of business on the [________________ or ____________,
as the case may be, next preceding such ___________________ or
__________________.](2)
The principal of this bond will be paid 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 thereon will
be paid in like coin or currency at said office or agency.
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.
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
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PORTLAND GENERAL ELECTRIC COMPANY,
By:
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[Title]
Attest:
--------------------------
Secretary.
(Form of Trustee's Authentication Certificate for
Bonds of the _______ Series)
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.
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[reverse]
This bond is one of the bonds, of a series designated as ______% Series
[due ________,_______ ,](2) 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
HSBC Bank USA), as Trustee, as supplemented and modified by 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.
The bonds of the ___________%Series [due _________ ,________](2) are
subject to redemption prior to maturity as a whole at any time or in part from
time to time [(a) during each of the twelve months' periods set forth in the
tabulation below, at the option of the Company (by operation of the replacement
fund provided in the Indenture and otherwise, except in the cases mentioned in
the following clause (b)), upon payment of the applicable percentage of the
principal amount thereof set forth in said tabulation, under the heading
"Regular Redemption Price"; provided, however, that no such redemption shall be
made prior to _________, _________ directly or indirectly out of the proceeds of
or in anticipation of any borrowings or the issuance of other debt obligations
by or for the account of the Company having an effective interest cost
(calculated after adjustment, in accordance with generally accepted financial
practice, for any premium received or discount granted in connection with such
borrowings or issuance) of less than _________ per annum; and (b)](4) [by
operation of the sinking fund provided for in the Indenture and](5) by
application of proceeds of the sale or disposition substantially as an entirety
of the electric properties of the Company at Portland, Oregon [and (in the
instances provided in the Indenture) by the application of proceeds of property
subject to the lien thereof,](4) upon payment of the principal amount thereof:
TWELVE MONTHS' REGULAR TWELVE MONTHS' REGULAR
PERIOD BEGINNING REDEMPTION PRICE PERIOD BEGINNING REDEMPTION PRICE
together in each case with interest accrued on the bonds to be redeemed to the
redemption date, upon prior notice given by mailing such notice to the
respective registered holders of such bonds not less than thirty nor more than
ninety days prior to the redemption date, all as more fully provided in the
Indenture.
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If this bond or any portion thereof (One Thousand Dollars 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.
(4)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.
[This bond will not be subject to any sinking fund.](6)
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 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.
The transfer of this bond is registrable 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 [$1,000 and any integral multiple thereof].2 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 but
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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.
(End of Form of Bond of the ________ Series)
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 ________ 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 Bonds at any time issued and outstanding under the Original Indenture as
supplemented and modified by the ____________________ 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 Mortgage 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 _________ 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
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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 ___________ 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 Mortgage).
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
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
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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 ________
supplemental indentures hereinbefore described or 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 _________ 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 ________
supplemental indentures hereinbefore described and herein set forth and
declared.
(7)[ARTICLE ONE.
AMENDMENTS TO THE INDENTURE
SECTION 1.01. The holders of all outstanding Bonds of all Series having
consented thereto, Subsections A and G of Section 1.10 of the Mortgage are and
shall hereby 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, Nevada and Alaska 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
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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 which as a result of having been so included have been
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."
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"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 (1) 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 (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."
Section 1.02. Other Amendments to the Mortgage. The holders of all
outstanding Bonds of all Series having consented thereto:
(1) Subsection H of Section 1.10 of the Mortgage is and hereby
shall be amended by inserting before the semicolon preceding clause
(ii) thereof, and as a part of clause (I) 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 Mortgage is and hereby shall be amended by changing the reference
therein from "Item 5" to
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"Item 7"; and Subsection J of Section 1.10 of the Mortgage is and
hereby shall be amended by changing the reference therein from "Item 4"
to "Item 5";
(2) Paragraph (3) of Section 3.01(A) of the Mortgage is and
hereby shall 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";
(3) The Certificate of Available Additions set forth in
Section 3.03.A. of the Mortgage is and hereby shall 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",
(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
(4) The Certificate of Available Bond Retirements set forth in
Section 3.03.B. of the Mortgage is and hereby shall be amended by
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(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".]
ARTICLE TWO.
BONDS OF THE ____________ SERIES AND CERTAIN
PROVISIONS RELATING THERETO.
(8)SECTION 2.01A. Definitions Pertaining to Series. The terms defined
in this Section 2.01A (except as herein otherwise expressly provided or unless
the context otherwise requires) for all purposes of this Supplemental Indenture
shall have the respective meanings specified in this Section 2.01A. All other
terms used in this Supplemental Indenture which are defined in the Indenture or
in the Trust Indenture Act of 1939 or which are by reference therein defined in
the Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Indenture in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this _______
Supplemental Indenture.
Alternate Treasury Rates:
The term "Alternate Treasury Rate" shall mean as of any _______ the
average yields to maturity of the daily closing bids (or less frequently if
daily quotations shall not be available), quoted by at least three recognized
U.S. Government securities dealers selected by the Company, for all marketable
U.S. Treasury securities with a maturity of not less than three months shorter,
or more than three months longer, than the applicable Comparable Maturity from
such ________ (other than securities which can, at the option of the holder, be
surrendered at face value in payment of any Federal estate tax) for the most
recent five consecutive business days during which
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there had been at least three days on which daily closing bids are quoted within
the period beginning on the preceding _______ such ______________ and ending
prior to such _______________.
Applicable Treasury Rate:
The term "Applicable Treasury Rate" shall mean as of any ________ (i)
if available, the most recent weekly Comparable Maturity Treasury Rate published
during the period beginning on the ________ January ______, preceding such
____________ and ending on such ___________, or (ii) if such Weekly Comparable
Maturity Treasury Rate is not available, the Alternate Treasury Rate as of such
or (iii) if the Alternate Treasury Rate as of such __________is not available
due to the Company's failure to select the requisite securities dealers, the
most recently published Weekly Comparable Maturity Treasury Rate.
Business Day:
The term "business day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a legal holiday for banking institutions in The
City of New York.
Comparable Maturity:
The term "Comparable Maturity" shall mean a period of _____ years
corresponding to the term of the relevant Interest Period.
Interest Payment Date:
The term "Interest Payment Date" shall mean each ________ and
____________, commencing ____________, while any Bonds of the ___________ Series
is outstanding.
Interest Period:
The term "Interest Period", other than the initial Interest Period,
shall mean a period of _____________ years ending on _____________ of any year
through and including ______________. The initial Interest Period shall be the
period commencing on __________ and ending on __________.
Redeemable Period:
The term "Redeemable Period" means the period, if any, during any
Interest Period (after the initial Interest Period) during which the Bonds of
the _______ Series are redeemable at the option of the Company.
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Redemption Price:
The term "Redemption Price" means the percentage or percentages (not
less than 100%) of principal amount of the Bonds of the ___________ Series at
which the Bonds of the ____________ are redeemable.
U.S. Treasury Differential Percentages:
The term "U.S. Treasury Differential Percentage" shall have the meaning
set forth in Section ________.
Wall Street Journal Notice:
The term "Wall Street Journal Notice" shall refer to the newspaper
notice indicating a higher interest rate and otherwise in the manner described
in Section _______.
Weekly Comparable Maturity Treasury Rate:
The term "Weekly Comparable Maturity Treasury Rate" shall mean the
weekly average yield to maturity value adjusted to a constant maturity of the
Comparable Maturity as read from the yield curves of the most actively traded
marketable U.S. Treasury fixed interest rate securities as constructed daily by
the U.S. Treasury Department and as published by the Federal Reserve Board or
any Federal Reserve Bank or by any United States Government department or
agency. Since February 1977, Weekly Comparable Maturity Treasury Rates have been
published by the Federal Reserve Board weekly in "Statistical Release H.
15(519). Selected Interest Rates" as "U.S. Government securities -- Treasury
constant maturities."
SECTION 2.01B. Certain Terms of Bonds of the __________ Series. There
shall be a series of Bonds, known as and entitled "First Mortgage Bonds, _______
[% Series due ____________ , __________"](2) (sometimes herein referred to as
the "Bonds of the _____ Series") and the form thereof shall be substantially as
hereinabove set forth. The aggregate principal amount of the Bonds of the ______
Series shall be limited to _____________ excluding, however, any Bonds of the
________ Series which may be executed, authenticated and delivered in exchange
for or in lieu of or in substitution for other Bonds of the _________ Series
pursuant to the provisions of the Mortgage or of this Supplemental Indenture.
The definitive Bonds of the _______ Series shall be issuable only in
fully registered form without coupons in the denomination of [$1,000 and in any
integral multiple thereof.](2) [Except as provided in the next succeeding
sentence and notwithstanding the provisions of Section 2.05 of the Mortgage,](2)
each Bond of the _______ Series shall be dated as of the date of its
authentication, [shall mature __________________, ____________,](2) and shall
bear interest from [the __________ or ____________, as the case may be, next
preceding the date thereof to which interest has been paid, unless the date
thereof is a _________ or ____________ to which interest has been paid, in which
case it shall bear interest from such date, or unless the date thereof is prior
to ____________, 199__, in which case it shall bear interest from _____________,
199__. Each
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Bond of the _______________ Series authenticated between the record date (as
hereinafter in this Section ____ defined) for any interest payment date and such
interest payment date shall be dated as of the date of its authentication, but
shall bear interest from such interest payment date; provided, however, that if
and to the extent the Company shall default in the payment of the interest due
on such interest payment date, then any Bond of the ______ Series so
authenticated shall bear interest from the __________ or ____________, as the
case may be, next preceding the date of such Bond to which interest has been
paid, or if such default shall be in respect of the interest due on
_____________, 199__, then from __________, 199__.](2) [All](2) Bonds of the
_____________ Series shall bear interest at the rate of [_____%](2) per annum
until the payment of the principal thereof has been made or duly provided for,
such interest to be payable [semi-annually on ________ and _____________ in each
year.](2) The person in whose name any Bond of the _________ Series is
registered at the close of business on any record date (as hereinafter in this
Section ____ defined) 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 registration of 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. The term "record
date" as used in this Section ____ with respect to any [semi-annual](2) interest
payment date shall mean the [_________________ or ___________, as the case may
be, next preceding such interest payment date, or, if such _________ or
____________ is not a business day, the business day next preceding such
_________ or _______________.](2) The principal of the Bonds of the ____________
Series 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 on such Bonds shall be
payable in like coin or currency at said office or agency.
The definitive Bonds of the _________ Series 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 Mortgage and
upon payment of any taxes or other governmental charges payable upon such
exchange, Bonds of the ________ Series 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 registering the transfer of Bonds of the________ Series.
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 _________ Series, but the Company at its option may require payment
of a sum sufficient to cover any tax or other governmental charge incident
thereto.
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SECTION 2.02A. Redemption Provisions for Bonds of the _______ Series.
The Bonds of the __________ Series shall be subject to redemption prior to
maturity as a whole at any time or in part from time to time
(4)(a) during each of the twelve month periods set forth in
the tabulation below, at the option of the Company (through the operation of the
replacement fund provided for in Section 4.04 of the Mortgage and otherwise,
except in the cases mentioned in the following clause (b)), upon payment of the
applicable percentage of the principal amount thereof set forth in said
tabulation under the heading "Regular Redemption Price"; provided, however, that
no such redemption shall be made prior to ____________________, _____________
directly or indirectly out of the proceeds of or in anticipation of any
borrowings or the issuance of other debt obligations by or for the account of
the Company having an effective interest cost (calculated after adjustment, in
accordance with generally accepted financial practice, for any premium received
or discount granted in connection with such borrowings or issuance) of less than
___________ per annum; and
(b) (4)(i) through the operation of the sinking fund
for the Bonds of the _____ Series provided
for in Section 2.02B of this Supplemental
Indenture,
(4)(ii) through the application of cash deposited
with the Trustee pursuant to Section 6.04 of
the Mortgage, upon the taking, purchase or
sale of any property subject to the lien of
the Mortgage in the manner set forth in said
Section, or
(iii) through the application of cash representing
the proceeds of the sale or disposition
substantially as an entirety of the electric
properties of the Company at Portland,
Oregon, which is required by the provisions
of Section 7.01 of the Mortgage to be
applied to the retirement of Bonds,
TWELVE MONTHS' REGULAR TWELVE MONTHS' REGULAR
PERIOD BEGINNING REDEMPTION PRICE PERIOD BEGINNING REDEMPTION PRICE
together in each case with interest accrued on the Bonds to be redeemed to the
redemption date, upon prior notice by mailing such notice to the respective
registered owners of such Bonds not less than thirty nor more than ninety day
prior to the redemption date; and otherwise as provided in Article Nine of the
Mortgage.
(9)SECTION 2.02B. Sinking Fund for Bonds of the __________ Series;
Bonds Credited upon or Redeemed Through Certain Sinking Fund Payments Limited as
to further use as Basis of Other Action or Credit. So long as any Bonds of the
_______ Series are outstanding:
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The Company covenants that, for the purpose of providing a sinking fund
for the Bonds of the ______ Series, it will, subject to the provisions
hereinafter in this Section set forth, pay to the Trustee on or before
____________ in each year, commencing ______________, and continuing to and
including _________, _____________, a sum sufficient (exclusive of accrued
interest) to redeem, on the next ensuing __________, at the Special Redemption
Price at which the same are then redeemable, a principal amount of Bonds of the
___________ Series equal to the lowest integral multiple of $1,000 which equals
or exceeds _________% of the greatest aggregate principal amount of Bonds of the
________ Series heretofore at any one time outstanding, after deducting from
said greatest 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 the _______ Series theretofore redeemed by the
application of the proceeds of property released from the lien of the Mortgage
or taken or purchased pursuant to the provisions of Article Six of the Mortgage,
and (2) the aggregate principal amount of Bonds of the _______ Series
theretofore redeemed and retired and made the basis for the withdrawal of such
proceeds pursuant to Section 7.03 of the Mortgage or certified pursuant to
Section 6.06 of the Mortgage in lieu of the deposit of cash upon the release or
taking of property.
The dates upon which payments are required for the sinking fund for
Bonds of the ______ Series above provided are herein referred to as "sinking
fund payment dates".
The Company may
(4)(1) in whole at any time or in part from time to time,
but not later than 45 days prior to any sinking fund
payment date, anticipate all or part of the sinking
fund payment due on such date by delivering Bonds of
the ____ Series to the Trustee as a credit to such
sinking fund payment and/or by notifying the Trustee
in writing that it elects to apply as a credit
against such sinking fund payment any Bonds of the
_____ Series which shall have been redeemed at the
option of the Company at the Regular Redemption Price
at which such Bonds are redeemable as provided in
Section ____ of this Supplemental Indenture;
(4)(2) within twelve months preceding any sinking fund
payment date but not later than 45 days prior to such
sinking fund payment date, anticipate in whole at any
time or in part from time to time the sinking fund
payment due on such date by causing to be redeemed,
at the redemption price at which Bonds of the _______
Series are then redeemable for the sinking fund, as
provided in this Section 2.02B, Bonds of the _______
Series of an aggregate principal amount not exceeding
the aggregate principal amount required to be retired
to satisfy such sinking fund payment, and delivering
to the Trustee notice in writing that such Bonds are
being redeemed for account of the sinking fund; and
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(3) in whole at any time or in part from time to time,
but not later than 45 days prior to any sinking fund
payment date, anticipate all or part of the sinking
fund payment due on such date by delivering to the
Trustee a certificate of available additions dated
and prepared as provided in Section 3.03 of the
Mortgage showing as a credit against such sinking
fund payment an amount of available additions equal
to 166-2/3% of the sinking fund payment or part
thereof so anticipated; provided, however, that so
long as any Bonds of the _______ Series are
outstanding, any available additions thus shown as a
credit against any such sinking fund payment or part
thereof 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 Mortgage) 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
Mortgage.
No available Bond retirements which shall theretofore have been made
the basis for action or credit under the Mortgage or hereunder, and no
retirements of Bonds of the ________ Series which shall theretofore have been
credited upon the sinking fund for the Bonds of the ________ Series, shall be
made the basis of a credit upon such sinking fund. Bonds which the Company has
elected to apply as a credit upon any sinking fund payment in accordance with
the provisions of clause (1) of the paragraph immediately preceding and/or
redeemed in anticipation of any sinking fund payment in accordance with the
provisions of clause (2) of the paragraph immediately preceding shall operate to
reduce by their principal amount the principal amount of Bonds to be redeemed by
such sinking fund payment, and any available additions which have been applied
in anticipation of any sinking fund payment in accordance with the provisions of
clause (3) of the paragraph immediately preceding shall operate to reduce by 60%
of their amount the principal amount of Bonds to be redeemed by such sinking
fund payment.
All Bonds made the basis of a credit upon any sinking fund payment for
Bonds of the _______ Series 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 such _______
Series if not theretofore canceled shall be canceled and, so long as any Bonds
of the _______ 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
Mortgage) 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, including this Supplemental Indenture.
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Forthwith after the 45th day prior to each sinking fund payment date on
which the Company will be required to make to the Trustee a payment in cash for
the sinking fund for the Bonds of the _____________ Series, the Trustee shall
proceed to select for redemption, in the manner provided in Article Nine of the
Mortgage, a principal amount of Bonds of the ____________ Series equal to the
aggregate principal amount of Bonds redeemable with the money required to be
paid as hereinbefore provided on the then next ensuing sinking fund payment
date, and, for and on behalf of and in the name of the Company, shall give
notice as required by the provisions of Section ____ of this Supplemental
Indenture and Article Nine of the Mortgage of the redemption for the sinking
fund on the next ensuing _____________ the Bonds so selected. On or before the
sinking fund payment date next preceding any _______ upon which any Bonds of the
____________ Series shall have been so called for redemption for the sinking
fund, the Company shall pay to the Trustee the sum required to redeem the Bonds
so called. All moneys so paid to the Trustee shall be applied by it to the
redemption of the Bonds so called for redemption for the sinking fund.
The Company will pay the interest accrued on Bonds redeemed for the
sinking fund out of other moneys than those in the sinking fund, and will from
time to time on request of the Trustee pay to the Trustee, otherwise than out of
the sinking fund moneys, the cost of giving notice of redemption of Bonds for
the sinking fund and any other expense in operating the sinking fund, the
intention being that the sinking fund shall not be charged for such expenses.
SECTION 2.03. Sections 4.04, 4.05 and 4.06 to Remain in Effect.
Notwithstanding the provisions of Section 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
___________ Series remain outstanding.
SECTION 2.04. Certain Requirements 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 ___________ Series are
outstanding.
(4)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 (i) to issue, register, discharge
from registration, exchange or register the transfer of any Bond of the
____________ Series for a period of fifteen (15) days next preceding any
selection by the Trustee of Bonds of the ______________ Series to be redeemed or
(ii) to register, discharge from registration, exchange or register the transfer
of any Bond of the ______________ Series so selected for redemption in its
entirety or (iii) to exchange or register the transfer of any portion of a Bond
of the _____________ Series which portion has been so selected for redemption.
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SECTION 2.06. Reference to Minimum Provision for Depreciation in
Certificate of Available Additions. So long as any Bonds of the ________ Series
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 __________ Series shall no longer be
outstanding, all references to such minimum provisions for depreciation may be
omitted from any such certificate.
SECTION 2.07. Duration of Article Two. This Article shall be of force
and effect only so long as any Bonds of the _____ Series are outstanding.
ARTICLE THREE.
TRUSTEE.
SECTION 3.01. 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.
ARTICLE FOUR.
MISCELLANEOUS PROVISIONS.
SECTION 4.01. Although this Supplemental Indenture, for convenience and
for the purpose of reference, is dated ________, 199__, the actual date of
execution by the Company and by the Trustee is as indicated by their respective
acknowledgments hereto annexed.
SECTION 4.02. 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
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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 4.03. In case any one or more of the provisions contained in
this Supplemental Indenture or in the Bonds 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 4.04. 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.
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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 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, HSBC Bank USA (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 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:
------------------------------
Attest:
-------------------------------
[Title]
[Seal]
HSBC BANK USA
By:
------------------------------
Title:
Attest:
-------------------------------
[Title]
[Seal]
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State of Oregon )
) ss.:
County of Multnomah )
The foregoing instrument was acknowledged before me on this ___________
day of _______________, 199_ by _____________________, a _______________ of
PORTLAND GENERAL ELECTRIC COMPANY, an Oregon corporation, on behalf of said
corporation.
-------------------------------
Notary Public for Oregon
My Commission Expires _________
[NOTARIAL SEAL]
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State of New York )
) ss.:
County of _________ )
The foregoing instrument was acknowledged before me on this
________________ day of __________, 199_ by ______________, an
________________________ of HSBC BANK USA, a New York banking corporation and
trust company, on behalf of said corporation.
--------------------------------
Notary Public, State of New York
No. ____________
Commission Expires _____________
[NOTARIAL SEAL]
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State of Oregon )
) ss.:
County of Multnomah )
______________________ and ____________________, a ______________ and
_____________, 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 __________,
199_.
-------------------------------
Notary Public for Oregon
My Commission Expires _________
[NOTARIAL SEAL]
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State of Oregon )
) ss.:
County of Multnomah )
______________________ and ____________________, a ______________ and
_____________, 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 __________,
199_.
-------------------------------
Notary Public for Oregon
My Commission Expires _________
[NOTARIAL SEAL]
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NOTES
1. Bracketed material is to be inserted only if Bonds are to be issued as a
global security held by a depository.
2. Bracketed material may be changed if Bonds of the series to which this
Supplemental Indenture relates are to bear interest at a rate which may change
during the life of such Bonds, or are to be authenticated and delivered
periodically and with variations in the date of issuance, maturity date,
interest rate, interest payment date, place of payment of interest, and/or
redemption provisions as between individual Bonds of a series.
3. If Bonds are not issued as a global security held by a depository, names of
record owners are to be inserted.
4. May be omitted or changed if the Bonds of the series to which this
Supplemental Indenture relates are to be nonredeemable or the redemption
provisions with respect thereto differ from those described.
5. Bracketed material to be omitted if there is no sinking fund to be provided
for the Bonds of the series to which this Supplemental Indenture relates.
6. To be omitted if there is a sinking fund, in which case provisions providing
for the sinking fund may be inserted.
7. If Article One has already been included in a Supplemental Indenture, then
Article One will be deleted and subsequent Articles renumbered.
8. May be inserted if Bonds of the series to which this Supplemental Indenture
relate are to bear interest at a rate which may change during the life of the
Bonds.
9. May be omitted or changed if there is no sinking fund to be provided for the
Bonds of the Series to which this Supplemental Indenture relates or if the
sinking fund provisions with respect thereto differ from those described.
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