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EXHIBIT 4(d)
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PORTLAND GENERAL ELECTRIC COMPANY
TO
HSBC BANK USA
(FORMERLY MARINE MIDLAND BANK)
(FORMERLY THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
Trustee.
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Supplemental Indenture
-------
Dated
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First Mortgage Bonds,
Medium Term Note Series
--
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Supplemental to Indenture of Mortgage and Deed of Trust,
dated July 1, 1945 of Portland General Electric Company.
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______________SUPPLEMENTAL INDENTURE, dated_________________, 199_ 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 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 INDENTURE DATED SERIES DESIGNATION PRINCIPAL AMOUNT
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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
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)
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SUPPLEMENTAL INDENTURE DATED SERIES DESIGNATION PRINCIPAL AMOUNT
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Twenty-sixth 12-1-75 11-5/8% Series due December 1, 2005 50,000,000 (4)
Twenty-seventh 4-1-76 9-1/2% Series due April 1, 2006 50,000,000 (4)
Twenty-eighth 9-1-76 9-3/4% Series due September 1, 1996 62,500,000 (4)
Twenty-ninth 6-1-88 8-3/4% Series due June 1, 2007 50,000,000 (4)
Thirtieth 10-1-78 9.40% Series due January 1, 1999 25,000,000 (4)
Thirty-first 11-1-78 9.80% Series due November 1, 1998 50,000,000 (4)
Thirty-second 2-1-80 13-1/4% Series due February 1, 2000 55,000,000 (4)
Thirty-third 8-1-80 13-7/8% Series due August 1, 2010 75,000,000 (4)
Thirty-sixth 10-1-82 13-1/2% Series due October 1, 2012 75,000,000 (4)
Thirty-seventh 11-15-84 11-5/8% Extendable Series A due 75,000,000 (4)
November 15, 1999
Thirty-eighth 6-1-85 10-3/4% Series due June 1, 1995 60,000,000 (4)
Thirty-ninth 3-1-86 9-5/8% Series due March 1, 2016 100,000,000 (4)
Xxxxxxxx 00-0-00 Xxxxxx Xxxx Note Series 200,000,000
Xxxxx-xxxxx 00-0-00 Xxxxxx Xxxx Note Series I 150,000,000
Forty-second 4-1-93 7-3/4% Series due April 15, 2023 150,000,000
Forty-third 7-1-93 Medium Term Notes Series II 75,000,000
Forty-fourth 8-1-94 Medium Term Notes Series III 75,000,000
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 47/8% Series due 0000",
"Xxxxx of the 5 1/2% Series due 1987", "Bonds of the 1990 Series", "Bonds of the
1991 Series", "Bonds of the 45/8% Series due 0000", "Xxxxx 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
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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 is hereinafter referred to
as the "Original Indenture"); and
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
__" (sometimes herein referred to as the "Bonds of the Medium Term Note 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 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__
not to exceed $___ 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 __ and the Trustee's
authentication certificate to be executed on the Bonds of the Medium Term Note
Series __ are to be substantially in the following forms, respectively:
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(Form of Bond of the Medium Term Note Series __)
[Face of Bond]
[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)
Registered Registered
No. $
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, MEDIUM TERM NOTE SERIES
[Fixed Rate](2)
ORIGINAL ISSUE DATE: [INITIAL INTEREST MATURITY DATE:
RATE: %](3)
INTEREST PAYMENT INTEREST PAYMENT INITIAL REGULAR
DATES: PERIOD:
REDEMPTION DATE:
INITIAL REGULAR ANNUAL REGULAR OPTIONAL REPAYMENT
REDEMPTION PERCENTAGE: REDEMPTION PERCENTAGE DATE(S):
REDUCTION:
[BASE RATE:](2) [INTEREST RESET
PERIOD: ](2)
[SPREAD MULTIPLIER:](2) [MAXIMUM INTEREST [INTEREST RESET
RATE: %](2) DATES: ](2)
[SPREAD:](2) [MINIMUM INTEREST [INDEX MATURITY:](2)
RATE: %](2)
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Portland General Electric Company, an Oregon corporation (hereinafter
sometimes called the "Company"), for value received, hereby promises to pay to
[Cede & Co.,]1 [____________,](3) or registered assigns, _______________________
__________ Dollars on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date), and to pay interest thereon [at
the Interest Rate per annum](2) 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).](2) 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.](2) 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](2) 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.](2)
Payment of the principal of and interest on this bond will be made in
immediately available funds at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; 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
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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.
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:
--------------------------------
[Title]
Attest:
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Secretary.
(Form of Trustee's Authentication Certificate
for Bonds of the Medium Term Note Series )
This is one of the bonds, of the series designated herein, described in
the within-mentioned Indenture.
HSBC BANK USA, AS TRUSTEE,
By:
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Authorized Officer
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[Reverse of Bond]
This bond is one of the bonds, of a series designated as Medium Term
Note Series 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 ______ 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.]4
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 000 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000-0000, 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.
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
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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.]2
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 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 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.
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.
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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 or integral multiples 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 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
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(Please print or typewrite name and address of the undersigned)
For this bond to be repaid, the Trustee must receive at 000 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000, 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 Repayment" form duly
completed.
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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 $1,000 or an integral multiple of $1,000) 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).
$
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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 __)
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 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 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 by the holders thereof, and for other valuable consideration, the receipt
whereof is hereby acknowledged, the Company has executed and delivered this
Supplemental Indenture and by these presents does grant, bargain, sell, warrant,
alien, convey, assign, transfer, mortgage, pledge, hypothecate, set over and
confirm unto the Trustee the following property, rights, privileges and
franchises (in addition to all other property, rights, privileges and franchises
heretofore subjected to the lien of the Original Indenture as supplemented by
the ___________ supplemental indentures hereinbefore described and not
heretofore released from the lien thereof), to wit:
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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 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
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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 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 ___________ 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 ___________
supplemental indentures hereinbefore described and herein set forth and
declared.
ARTICLE ONE.
BONDS OF THE MEDIUM TERM NOTE SERIES AND
CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. Certain Terms of Bonds of the Medium Term Note Series
. The aggregate principal amount of the Bonds of the Medium Term Note
Series shall be limited to $ , excluding, however, any Bonds of the Medium
Term Note Series 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 shall be
issuable only in fully registered form without coupons in the denomination of
$1,000, or any amount in excess thereof that is an integral multiple of $1,000.
Notwithstanding the provisions of Section 2.05 of the Original Indenture, each
Bond of the Medium Term Note Series 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 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 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 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
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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 set forth in this Supplemental Indenture. The principal of the Bonds
of the Medium Term Note 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 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 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 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 .
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 , 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 . The Bonds of the Medium Term Note Series shall be subject to redemption
prior to maturity as a whole at any time or in part from time to time, including
by operation of a sinking fund, 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 set forth in this Supplemental Indenture.
The Bonds of the Medium Term Note Series 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.
The Bonds of the Medium Term Note Series 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
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and effect and shall be performed by the Company so long as any Bonds of the
Medium Term Note Series __ remain outstanding. The Bonds of the Medium Term Note
Series __ 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 __ 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 __ for a period of fifteen (15) days next preceding any
selection by the Trustee of Bonds of the Medium Term Note Series __ to be
redeemed or (ii) to register, discharge from registration, exchange or transfer
any Bond of the Medium Term Note Series __ so selected for redemption in its
entirety or (iii) to exchange or transfer any portion of a Bond of the Medium
Term Note Series __ which portion has been so selected for redemption.
SECTION 1.06. So long as any Bonds of the Medium Term Note 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
Original Indenture shall be included in any certificate of available additions
filed with the Trustee, but whenever Bonds of the Medium Term Note Series __
shall no longer be outstanding, all references to such minimum provisions for
depreciation may be omitted from any such certificate.
SECTION 1.07. I. Each holder of any Bond of the Medium Term Note Series
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."
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"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 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.
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"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 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 , 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
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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."
(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 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
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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 __ , 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
"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
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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 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,
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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 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
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(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 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
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
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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",
(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
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(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, 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 ____
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 ___ 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__ are outstanding.
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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.
ARTICLE THREE.
MISCELLANEOUS PROVISIONS.
SECTION 3.01. Although this Supplemental Indenture, for convenience and
for the purpose of reference, is dated_____, 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.
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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, HSBC Bank USA (formerly 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
corporate seal to be hereunto affixed and attested bone of its Corporate Trust
Officers, all as of the day and year first above written.
PORTLAND GENERAL ELECTRIC COMPANY
By:
-------------------------------------
Title:
----------------------------------
Attest:
----------------------------
Title:
----------------------
(Seal)
HSBC BANK USA
By:
-------------------------------------
Title:
----------------------------------
Attest:
----------------------------
Title:
----------------------
(Seal)
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State of Oregon
County of Multnomah} ss.:
The foregoing instrument was acknowledged before me on this __ day of
__________ 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
County of ___________} ss.:
The foregoing instrument was acknowledged before me on this __ day of
___________ by ___________, a(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
County of Multnomah} ss.:
_________________ 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 _____.
----------------------------------
Notary Public for Oregon
My Commission Expires
------------
[NOTARIAL SEAL]
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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 is to be inserted only if Bonds are to be issued as a
global security held by a depository.
3. Bracketed material may be added, deleted, or changed to reflect whether the
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 at a rate
which is to be fixed during the life of such Bonds.
4. If any bond to which this Supplemental Indenture relates includes a sinking
fund, the provision thereof will be set forth in such bond.
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