Exhibit C(15)
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FIRST SUPPLEMENTAL INDENTURE OF TRUST
by and between
XXXX XX XX. XXXXXX, XXXXXX
and
THE CHASE MANHATTAN BANK
(FORMERLY CHEMICAL BANK),
as Trustee
Dated as of June 1, 1998
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Supplementing and amending that certain Indenture of Trust by and between Port
of St. Helens, Oregon and Chemical Bank, as Trustee, dated as of June 1, 1985,
relating to the issuance of Port of St. Helens, Oregon Variable Rate Demand
Pollution Control Revenue Bonds, 1985 Series B (Portland General Electric
Company Project).
FIRST SUPPLEMENTAL INDENTURE OF TRUST
THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST, made and entered into as
of June 1, 1998 (the "First Supplemental Indenture"), by and between the Port of
St. Helens, Oregon, a municipal corporation of the State of Oregon (the
"Issuer") and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee (the
"Trustee"), with its principal office located in New York, New York, and, by
virtue of the laws of the State of New York, duly organized, existing and
authorized to accept and execute trusts of the character set out herein and in
that certain Indenture of Trust by and between the Issuer and Chemical Bank,
dated as of June 1, 1985 (the "Original Indenture")
W I T N E S S E T H:
WHEREAS, pursuant to the Original Indenture (together with this First
Supplemental Indenture, the "Indenture") and the authority contained in Oregon
Revised Statutes Chapter 777 (the "Act"), the Issuer has heretofore issued its
$16,700,000 aggregate principal amount of Variable Rate Demand Pollution Control
Revenue Bonds, 1985 Series B (Portland General Electric Company Project) (the
"1985 Series B Bonds"), which are currently outstanding in the aggregate
principal amount of $16,700,000, to finance, on behalf of Portland General
Electric Company (the "Company"), certain pollution control and solid waste
disposal facilities (the "Project"); and
WHEREAS, pursuant to that certain Lease and Sublease Agreement between
the Issuer and the Company, dated as of June 1, 1985 (the "Agreement"), the
Company has leased the Project to the Issuer, the Issuer has subleased the
Project to the Company and the Company has agreed to pay the Rental Payments (as
defined in the Agreement) for such subrental from the Issuer; and
WHEREAS, the Company has exercised the option given to it under the
Original Indenture to convert the interest on the 1985 Series B Bonds from a
Daily Interest Rate (as defined in the Original Indenture) to a Term Interest
Rate (as defined in the Original Indenture), which Term Interest Rate shall
commence on July 1, 1998 and shall terminate on the day prior to the final
maturity date of the 1985 Series B Bonds; and
WHEREAS, the Company has requested the Issuer and the Trustee to enter
into this First Supplemental Indenture to amend the Original Indenture by
amending certain of the optional redemption provisions therein; and
WHEREAS, Section 9.02 of the Indenture provides, among other things,
that the Indenture may be amended by an indenture supplemental to the Original
Indenture, with the consent of the holders of 66-2/3 % in outstanding principal
amount of the 1985 Series B Bonds; and
WHEREAS, the execution and delivery of this First Supplemental
Indenture have been in all respects duly authorized;
NOW, THEREFORE, this First Supplemental Indenture Witnesseth:
Section 1. Definitions. Unless the context otherwise requires, all
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Original Indenture.
Section 2. Representations. The Issuer and the Trustee represent the
following:
(a) the Original Indenture has not heretofore been supplemented or
amended;
(b) no Bonds other than the 1985 Series B Bonds have heretofore been
issued under the Indenture; and
(c) the Bank is the issuer of the Letter of Credit currently
outstanding under the Indenture.
Section 3. Findings and Determinations. It is hereby found and
determined that the amendments to the Original Indenture set forth herein have
been approved by the Bank and the holders of 66-2/3% in outstanding principal
amount of the 1985 Series B Bonds.
Section 4. Amendment of Section 4.01 of Original Indenture. Pursuant
to the authority contained in Section 9.02 of the Original Indenture, Section
4.01 of the Original Indenture is hereby amended as follows:
(a) Subsection (b)(i)(C) of Section 4.01 of the Original Indenture is
hereby amended in its entirety to read as follows:
(C) The 1985 Series B Bonds shall be redeemed in whole on any
Interest Payment Date with Available Moneys at a redemption price
equal to the principal amount thereof upon receipt by the Trustee of a
written notice from the Company stating that any of the following
events has occurred and that it therefore intends to exercise its
option to prepay the payments due under the Agreement in whole
pursuant to Section 7.2 of the Agreement and thereby effect the
redemption of the 1985 Series B Bonds in whole:
(1) all or substantially all of the Facility shall be
damaged or destroyed and the Company shall determine that it is
not practicable or desirable to rebuild, repair and restore the
Facility;
(2) all or substantially all of the Facility shall be
condemned or such use or control thereof shall be taken by
eminent domain as to render the Facility unsatisfactory to the
Company for continued operation;
(3) unreasonable burdens or excessive liabilities shall be
imposed upon the Issuer or the Company with respect to the
Facility or the operation thereof; or
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(4) all or substantially all of the property of the Company
shall be transferred or sold to any corporation other than an
affiliate of the Company or the Company shall be consolidated
with or merged into a corporation other than an affiliate of the
Company in such manner that the Company is not the surviving
corporation.
provided, however, that the decommissioning of the Facility pursuant to
the Order dated April 15, 1996 issued by the United States Nuclear
Regulatory Commission in Docket No. 50-344 shall not constitute one of
the events described in (1), (2), (3) or (4) immediately above
permitting redemption of the 1985 Series B Bonds.
(b) Subsection (b)(i)(D) of Section 4.01 of the Original Indenture is
hereby amended in its entirety to read as follows:
(D) On the effective date of any Term Interest Rate Period,
the 1985 Series B Bonds shall be subject to redemption, in whole or in
part with Available Moneys, at the option of the Company, at the
principal amount thereof without premium. During any Term Interest Rate
Period, the 1985 Series B Bonds shall not be subject to redemption at
the option of the Company except as provided in Subsection (b)(i)(C) of
this Section 4.01.
Section 5. Original Indenture in Full Force and Effect. Except as
specifically amended hereby, the Original Indenture is and shall remain in full
force and effect.
Section 6. Interest Rate Upon Conversion. The Term Interest Rate
commencing on July 1, 1998 is 4.80% on the 1985 Series B Bonds.
Section 7. Execution of Several Counterparts. This First 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 Issuer and the Trustee shall preserve
undestroyed, shall together constitute but one and the same instrument.
Section 8. Effective Date. This First Supplemental Indenture shall
become effective when Societe Generale, the Company and the holders of 66-2/3%
in outstanding principal amount of the 1985 Series B Bonds approve the
amendments herein contained to the Original Indenture.
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IN WITNESS WHEREOF, the Port of St. Helens, Oregon, has caused this
First Supplemental Indenture to be signed in its name and its seal to be
hereunto affixed and attested by its duly authorized officers, respectively, and
The Chase Manhattan Bank has caused this First Supplemental Indenture to be
signed in its name and its seal to be hereunto affixed and attested by its duly
authorized officers, respectively, all as of the day and year first above
written.
XXXX XX XX. XXXXXX, XXXXXX
By /s/ [illegible]
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President
[SEAL]
ATTEST:
By /s/ [illegible]
------------------------
Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By______________________________
Its___________________________
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IN WITNESS WHEREOF, the Port of St. Helens, Oregon, has caused this
First Supplemental Indenture to be signed in its name and its seal to be
hereunto affixed and attested by its duly authorized officers, respectively, and
The Chase Manhattan Bank has caused this First Supplemental Indenture to be
signed in its name and its seal to be hereunto affixed and attested by its duly
authorized officers, respectively, all as of the day and year first above
written.
XXXX XX XX. XXXXXX, XXXXXX
By
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President
[SEAL]
ATTEST:
By
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Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By /s/ [illegible]
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Its SENIOR TRUST OFFICER
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CONSENT OF THE BANK
The undersigned hereby certifies that he or she has the authority to
execute this Consent for and on behalf of Societe Generale, and does hereby, for
and on behalf of Societe Generale, consent to the execution and delivery of the
foregoing First Supplemental Indenture of Trust, dated as of June 1, 1998 (the
"First Supplement"), by and between the Issuer and the Trustee (as each such
term is defined in the First Supplement).
SOCIETE GENERALE
By /s/ Xxxxx Xxxx
---------------------------------
Its Xxxxx Xxxx
Vice President
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CONSENT OF COMPANY
Portland General Electric Company does hereby consent to the execution
and delivery of the foregoing First Supplemental Indenture of Trust, dated as of
June 1, 1998 (the "First Supplement") by and between the Issuer and the Trustee
(as each such term is defined in the First Supplement).
PORTLAND GENERAL ELECTRIC COMPANY
By /s/ [illegible] JMS
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Its Vice President, Chief Financial
Officer and Treasurer
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Xxxxxxx, Xxxxx & Co. | 000 Xxxxxxxxxx Xxxxxx | Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Tel: 000-000-0000
Xxxxxxx
Sachs
July 1, 1998
The Depository Trust Company
0 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Proxy Department/Xxxxx Xxxxxxx
RE: $16,700,000
Port of St. Helens, Oregon
Variable Rate Demand Pollution Control Revenue Bonds, 1985 Series B
(Portland General Electric Company Project)
CUSIP Number: 735328 AG 1
$9,600,000
Xxxx xx Xx. Xxxxxx, Xxxxxx
Variable Rate Demand Pollution Control Revenue Bonds, Series 1990A
(Portland General Electric Company Project)
CUSIP Number: 735328 AJ 5
Ladies and Gentlemen:
Please cause your nominee, Cede & Co., to sign the attached Consent
Agreements, and have Cede & Co.'s signature notarized, with respect to
$26,300,000 in principal amount of the above referenced Bonds (the "Bonds"), and
please fax the signed Consent Agreements to Xxxxxx X. Xxxxx, Esq. of Xxxxxxx and
Xxxxxx at (000) 000-0000, with delivery of the original Consent Agreements to be
made via Federal Express to Xx. Xxxxx and charged to the following Federal
Express account 0000-0000-0. The Federal Express label should be addressed as
follows:
Xxxxxx X. Xxxxx
Xxxxxxx and Xxxxxx
00 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000-0000
The undersigned represents to the Depository Trust Company ("DTC") and
Cede & Co. that pursuant to a Remarketing Agreement dated June 12, 1998, by and
between
Portland General Electric Company and Xxxxxxx, Sachs & Co. (the "Purchaser"),
the Purchaser is, on the date hereof, the sole beneficial owner of all of the
Remarketed Bonds and that all of the Bonds are registered in the name of Cede &
Co. In consideration of Cede & Co. signing the attached Consent Agreements, the
Purchaser hereby agrees to indemnify and hold harmless DTC and Cede & Co. from
and against all claims, losses, liabilities and expense, including without
limitation, attorney's fees, arising out of or relating to the attached Consent
Agreements.
Very truly yours,
XXXXXXX, XXXXX & CO.
By /s/ Xxxxxxx, Sachs & Co.
______________________________
Its___________________________
Enclosure
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CONSENT AGREEMENT
The undersigned, Cede & Co., as registered owner of the Port of St.
Helens, Oregon Variable Rate Demand Pollution Control Revenue Bonds (Portland
General Electric Company Project) (the "Bonds"), CUSIP 735328 AG 1 upon the
written instructions received on the date hereof from Xxxxxxx Xxxxx & Co. (the
"Purchaser"), the purchaser and sole beneficial owner of the Bonds, hereby
consents, for itself and all subsequent owners the amendment and restatement in
its entirety of Sections 4.01(b)(i)(C) and 4.01(b)(i)(D) of the Indenture of
Trust, dated as of June 1, 1985 (the "Indenture") between the Port of St.
Helens, Oregon (the "Issuer") and The Chase Manhattan Bank (the "Trustee") by
the First Supplemental Indenture of Trust dated as of June 1, 1998 (the
"Supplemental Indenture") between the Issuer and the Trustee, such Supplemental
Indenture to be in substantially the form attached hereto as Exhibit A, with
such changes, however, to the form of such Supplemental Indenture as may be
approved by the Purchaser, the Trustee and the Issuer.
The undersigned has caused this consent to be executed this July 1,
1998.
CEDE & CO.
By /s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: Vice President
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
On the 1st day of July, 1998, before me personally came Xxxx
Xxxxxxxxxxx, to me known, being by me duly sworn, did depose and say that his or
her business address is at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; that he or
she is a Partner of Cede & Co. and that he or she signed his or her name to the
above document with full authority on behalf of Cede & Co.
/s/ [illegible]
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Notary Public
My Commission Expires: 9/30/99
XXX XXXXXXXX
Notary Public, State of New York
No. 01G04836469
Qualified in Kings County
Commission Expires September 30, 1999
