PORTLAND GENERAL ELECTRIC COMPANY
and
THE BANK OF NEW YORK
as Trustee
___________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 1, 1995
to
INDENTURE
Dated as of September 1, 1995
___________________________
8-1/4% Junior Subordinated Deferrable Interest Debentures, Series A
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FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of October,
1995 (the "First Supplemental Indenture"), between PORTLAND GENERAL
ELECTRIC COMPANY, a corporation duly organized and existing under the laws
of the State of Oregon (hereinafter sometimes referred to as the
"Company"), and THE BANK OF NEW YORK, a New York banking corporation
organized and existing under the laws of the State of New York, as trustee
(hereinafter sometimes referred to as the "Trustee") under the Indenture
dated as of September 1, 1995 between the Company and the Trustee (the
"Indenture"). All terms used and not defined herein are used as defined
in the Indenture.
WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of its junior subordinated
debentures (the "Debentures"), which Debentures are to be issued from time
to time in such series as may be determined by the Company under the
Indenture, in an unlimited aggregate principal amount which may be
authenticated and delivered thereunder as in the Indenture provided; and
WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of a new series of its Debentures
to be known as its 8-1/4% Junior Subordinated Deferrable Interest
Debentures, Series A (such series being hereinafter referred to as the
"Series A Debentures"), the form and substance of such Series A Debentures
and the terms, provisions and conditions thereof to be set forth as
provided in the Indenture and this First Supplemental Indenture; and
WHEREAS, the Company desires and has requested the Trustee to
join with it in the execution and delivery of this First Supplemental
Indenture, and all requirements necessary to make this First Supplemental
Indenture a valid instrument, in accordance with its terms, and to make
the Series A Debentures, when executed by the Company and authenticated
and delivered by the Trustee, the valid obligations of the Company, have
been performed and fulfilled, and the execution and delivery hereof have
been in all respects duly authorized;
NOW, THEREFORE, in consideration of the purchase and acceptance
of the Series A Debentures by the holders thereof, and for the purpose of
setting forth, as provided in the Indenture, the form and substance of the
Series A Debentures and the terms, provisions and conditions thereof, the
Company covenants and agrees with the Trustee as follows:
ARTICLE ONE
General Terms and Conditions of the Series A Debentures
SECTION 1.01. There shall be and is hereby authorized a series
of Debentures designated the "8-1/4% Junior Subordinated Deferrable
Interest Debentures, Series A," limited in aggregate principal amount to
$75,000,000, which amount shall be as set forth in any Company Order for
the authentication and delivery of Series A Debentures. The Series A
Debentures shall mature and
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the principal shall be due and payable,
together with all accrued and unpaid interest thereon, on December 31,
2035, and shall be issued in the form of registered Series A Debentures
without coupons.
SECTION 1.02. The Series A Debentures shall be issued as a
Global Debenture and registered in the name of the Depository or its
nominee. The Depository for the Series A Debentures shall be The
Depository Trust Company, New York, New York, subject to the appointment
of a successor Xxxxxxxxxx as provided in the Indenture. Series A
Debentures represented by the Global Debenture will not be exchangeable
for, and will not otherwise be issuable as, Series A Debentures in
certificated form, except in the event that the Company discontinues its
use of a Depository or in the event of an Event of Default with regard to
the Series A Debentures. Principal of and interest on the Series A
Debentures issued in certificated form will be payable, the transfer of
such Series A Debentures will be registrable and such Series A Debentures
will be exchangeable for Series A Debentures bearing identical terms and
provisions at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York; provided,
however, that payment of interest may be made at the option of the Company
(i) by check mailed to the registered holder at such address as shall
appear in the Debenture Register or (ii) upon request of the holder as
provided in the Indenture by wire transfer to an account maintained by the
registered holder as specified in the Debenture Register. The Trustee
will act as paying agent for the Series A Debentures so long as the Series
A Debentures are represented by a Global Debenture, and otherwise until
changed by the Company in the manner provided in the Indenture. Payments
of principal of and interest on the Series A Debentures issued as a Global
Debenture will be made to the Depository.
SECTION 1.03. Each Series A Debenture will bear interest at the
rate of 8-1/4% per annum from and including the original date of issuance
or from the most recent Interest Payment Date referred to below to which
interest has been paid or duly provided for until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum, payable
quarterly in arrears on March 31, June 30, September 30, and December 31
of each year (each, an "Interest Payment Date"), commencing on December
31, 1995, to the person in whose name such Series A Debenture or any
Predecessor Debenture of a Series A Debenture is registered at the close
of business on the Business Day next preceding each such Interest Payment
Date (each, a "Record Date"); provided, however, that if the Series A
Debentures shall not remain in the form of a Global Debenture, the Company
shall have the right to select another record date, which shall be any day
prior to, but not more than 15 days preceding, an Interest Payment Date.
Any such interest installment not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the
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registered holder on the relevant Record Date, and may be paid to the
person in whose name the Series A Debenture (or one or more predecessor
Debentures) is registered at the close of business on a special record
date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders of the
Series A Debentures not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Series A Debentures may then be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture;
provided, however, that interest (other than interest described in the
next sentence) shall not be considered payable by the Company on any
Interest Payment Date falling within an Extension Period (as defined in
Section 3.01 below), unless the Company has elected to make a full or
partial payment of interest accrued on the Series A Debentures on that
Interest Payment Date. Any partial payment of interest accrued on the
Series A Debentures on any Interest Payment Date falling within an
Extension Period shall be paid pro rata to the registered holders of such
Debentures on the relevant Record Date in respect of such Interest Payment
Date, determined in accordance with Section 3.01 of this First
Supplemental Indenture, based upon the principal amount of Series A
Debentures then held by such registered holders.
The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months and, for any period
shorter than a full calendar month, on the basis of the actual number of
days elapsed in such period. In the event that any date on which interest
is payable on the Series A Debentures is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date.
ARTICLE TWO
Redemption of the Series A Debentures
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem the Series A Debentures, in whole
or in part, from time to time, on or after October 10, 2000, at a
redemption price equal to 100% of the principal amount of Series A
Debentures to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption. If the Series A Debentures are only
partially redeemed pursuant to this Section, the Series A Debentures will
be redeemed by lot or by any other method utilized by the Trustee.
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ARTICLE THREE
Extension of Interest Payment Period
SECTION 3.01. Subject to Section 4.06 of the Indenture, so long
as there shall not be an Event of Default with respect to the payment of
interest on the Series A Debentures, the Company shall have the right, at
any time during the term of the Series A Debentures, to extend any
interest payment period of such Series A Debentures at any time and from
time to time for a period not to exceed 20 consecutive calendar quarters
from the last Interest Payment Date to which interest was paid in full
(each, an "Extension Period"), provided that such Extension Period ends on
another Interest Payment Date. No interest shall be due and payable
during an Extension Period, but on the Interest Payment Date occurring at
the end of each Extension Period the Company shall pay to the holders of
record on the Record Date for such Interest Payment Date (regardless of
who the holders of record may have been on other dates during such
Extension Period) all accrued and unpaid interest on the Series A
Debentures, together with interest thereon compounded quarterly at the
rate specified for the Series A Debentures. Prior to the termination of
any Extension Period, the Company may pay all or (subject to the last
sentence of the first paragraph of Section 1.03 above) any portion of the
interest accrued on the Series A Debentures on any Interest Payment Date
to holders of record on the Record Date for that Interest Payment Date or
may from time to time further extend such Extension Period, provided that
any such Extension Period, together with all such previous and further
extensions thereof, shall not exceed 20 consecutive calendar quarters. If
the Company shall elect to pay all of the interest accrued on the Series A
Debentures on an Interest Payment Date during an Extension Period, that
Extension Period shall automatically terminate on that Interest Payment
Date. Upon the termination of an Extension Period and the payment of all
amounts of interest then due, the Company may commence a new Extension
Period, subject to the foregoing requirements.
SECTION 3.02. The Company shall give the Trustee written notice
of (i) any election by the Company to initiate an Extension Period and the
duration thereof, (ii) any election by the Company to extend an Extension
Period beyond the Interest Payment Date on which that Extension Period is
then scheduled to terminate and the duration of such extension and (iii)
any election by the Company to make a full or partial payment of interest
accrued on the Series A Debentures on any Interest Payment Date during an
Extension Period and the amount of such payment. In no event shall such
notice by the Company be given less than 15 Business Days prior to the
later of (A) the Record Date next preceding the applicable Interest
Payment Date and (B) five Business Days prior to such Interest Payment
Date. Upon receipt of any such notice, the Trustee shall give written
notice of the Company's election by mail to the Series A Debentureholders
not less than 10 Business Days prior to such Interest Payment Date. The
Company shall make a public announcement of any such election in
accordance with New York
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Stock Exchange rules not less than five Business Days prior to such Record
Date.
ARTICLE FOUR
Form of Series A Debenture
The Series A Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the
following forms:
[FORM OF FACE OF DEBENTURE]
This Debenture is a Global Debenture within the meaning of the
Indenture (as defined hereinafter) and is registered in the name of a
Depository or a nominee of a Depository. This Debenture is exchangeable
for Debentures registered in the name of a person other than the
Depository or its nominee only in the limited circumstances described in
the Indenture, and no transfer of this Debenture (other than a transfer of
this Debenture 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) may be registered except in limited circumstances
described in the Indenture.
Unless this Debenture is presented by an authorized
representative of The Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx)
to the issuer or its agent for registration of transfer, exchange or
payment, and any Debenture issued is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative of The
Depository Trust Company, and any payment hereon is made to Cede & Co.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.
No. _________________________ $___________________
CUSIP No. ___________________
8-1/4% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE,
SERIES A
Portland General Electric Company, a corporation duly organized
and existing under the laws of the State of Oregon (herein referred to as
the "Company", which term includes any successor corporation under the
Indenture), for value received, hereby promises to pay
to_____________________________, or registered assigns, the principal sum
of $75,000,000 on December 31, 2035, and to pay interest on such principal
sum from and including _______________ ______, 1995 or from the most
recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, payable quarterly in
arrears on March 31, June 30,
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September 30, and December 31 of each year,
commencing on December 31, 1995, at the rate of 8-1/4% per annum until the
principal hereof shall have become due and payable and on any overdue
principal and premium, if any, and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment
of interest at the same rate per annum. The amount of interest payable on
any Interest Payment Date shall be computed on the basis of a 360-day year
of twelve 30-day months and, for any period shorter than a full calendar
month, on the basis of the actual number of days elapsed in such period.
In the event that any date on which interest is payable on this Debenture
is not a Business Day, as defined in the Indenture, then payment of
interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day is in the
next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this
Debenture (or one or more Predecessor Debentures, as defined in the
Indenture) is registered at the close of business on the Business Day next
preceding that Interest Payment Date (each, a "Record Date"); provided,
however, that if this Debenture shall not remain in the form of a Global
Debenture, the Company shall have the right to select another record date,
which shall be any day prior to, but not more than 15 days preceding, an
Interest Payment Date. Any such interest installment not punctually paid
or duly provided for on any Interest Payment Date shall forthwith cease to
be payable to the registered holder on the relevant Record Date, and may
be paid to the person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a
special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered
holders of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which
Debentures of this series may then be listed, and upon such notice as may
be required by such exchange, all as more fully provided in the Indenture;
provided, however, that interest shall not be considered payable by the
Company on any Interest Payment Date falling within an Extension Period
(as defined below), unless the Company has elected to make a full or
partial payment of interest accrued on this Debenture on that Interest
Payment Date. Any partial payment of interest accrued on this series of
Debentures on any Interest Payment Date falling within an Extension Period
shall be paid pro rata to the registered holder of this Debenture on the
relevant Record Date in respect of such Interest Payment Date (determined
as hereinafter provided) based upon the principal amount of this Debenture
in relation to the aggregate principal amount of all Debentures of this
series then Outstanding, as defined in the Indenture. The principal of
and the interest on this Debenture shall be payable at the office or
agency of the Company
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maintained for that purpose in the Borough of
Manhattan, The City of New York, in any coin or currency of the United
States of America which at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the registered
holder at such address as shall appear in the Debenture Register or, with
respect to a registered holder who has delivered a written request to the
Trustee at least 14 days prior to the relevant Interest Payment Date
electing to have payments made by wire transfer to a designated account in
the United States, by wire transfer of immediately available funds to such
designated account.
The indebtedness evidenced by this Debenture is, to the extent
provided in the Indenture, subordinated and junior in right of payment to
the prior payment in full of all Senior Indebtedness, and this Debenture
is issued subject to the provisions of the Indenture with respect thereto.
Each holder of this Debenture, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee
on its behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints
the Trustee its attorney-in-fact for any and all such purposes. Each
holder hereof, by its acceptance hereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding
or hereafter incurred, and waives reliance by each such holder upon those
provisions.
This Debenture shall not be entitled to any benefit under the
Indenture, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.
The provisions of this Debenture are continued [below] [on the
reverse side hereof] and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.
Dated: _________________________
PORTLAND GENERAL ELECTRIC COMPANY
By ______________________________
Its:
Attest:
____________________________
[Assistant] Secretary
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[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series of Debentures
described in the within-mentioned Indenture.
THE BANK OF NEW YORK ______________________________
as Trustee or as Authentication Agent
By ______________________ ______________________________
Authorized Signatory Authorized Signatory
[FORM OF REVERSE OF DEBENTURE]
This Debenture is one of a duly authorized series of debentures
of the Company (herein sometimes referred to as the "Debentures"),
specified in the Indenture (as defined below), all issued or to be issued
in one or more series under and pursuant to an Indenture dated as of
September 1, 1995 duly executed and delivered between the Company and THE
BANK OF NEW YORK, a New York banking corporation duly organized and
existing under the laws of the State of New York, as Trustee (herein
referred to as the "Trustee"), as supplemented by the First Supplemental
Indenture dated as of October 1, 1995 between the Company and the Trustee
(such Indenture as so supplemented being hereinafter referred to as the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties, and immunities thereunder of the Trustee, the
Company and the holders of the Debentures. By the terms of the Indenture,
the Debentures are issuable in series which may vary as to amount, date of
maturity, rate of interest and in other respects as in the Indenture
provided. This series of Debentures is limited in aggregate principal
amount as specified in the First Supplemental Indenture.
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem the Debentures of this series at
the option of the Company, without premium or penalty, in whole or in part
at any time and from time to time on or after October 10, 2000 (an
"Optional Redemption"), at a redemption price equal to 100% of the
principal amount of the Debentures of this series to be redeemed plus any
accrued and unpaid interest thereon to the date of such redemption. If
the Debentures of this series are only partially redeemed by the Company
pursuant to an Optional Redemption, the Debentures of this series will be
redeemed by lot or by any other method utilized by the Trustee.
In the event of redemption of this Debenture in part only, a new
Debenture or Debentures of this series for the unredeemed portion hereof
will be issued in the name of the holder hereof upon the cancellation
hereof.
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In case an Event of Default, as defined in the Indenture, with
respect to the Debentures of this series shall have occurred and be
continuing, the principal of all of the Debentures of this series may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of
the entire indebtedness of the Debentures of this series upon compliance
by the Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures of each series affected at
the time Outstanding, to execute supplemental indentures for the purpose
of adding any provisions to, changing in any manner or eliminating any of
the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Debentures;
provided, however, that no such supplemental indenture shall (i) extend
the fixed maturity of any Debentures of any series, reduce the principal
amount thereof, reduce the rate or extend the time of payment of interest
thereon or reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Debenture so affected or (ii) reduce the
aforesaid percentage of Debentures, the holders of which are required to
consent to any such supplemental indenture, without the consent of the
holders of each Debenture then Outstanding and affected thereby. The
Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Debentures of all series at the time
Outstanding affected thereby, on behalf of the holders of the Debentures
of such series, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a
default in the payment of the principal of or premium, if any, or interest
on any of the Debentures of such series, which default may be waived by
the unanimous consent of the holders affected. Any such consent or waiver
by the registered holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon
all future holders and owners of this Debenture and of any Debenture
issued in exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of
such consent or waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Debenture at the time and place and at the rate and in
the money herein prescribed.
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Subject to Section 4.06 of the Indenture, so long as the Company
shall not be in default in the payment of interest on this series of
Debentures, the Company shall have the right, at any time during the term
of this series of Debentures, to extend any interest payment period of
this series of Debentures at any time and from time to time for a period
not to exceed 20 consecutive calendar quarters from the last Interest
Payment Date to which interest was paid in full (each, an "Extension
Period"), provided that such Extension Period ends on another Interest
Payment Date. No interest shall be due and payable during an Extension
Period, but on the Interest Payment Date occurring at the end of each
Extension Period the Company shall pay to the holders of record on the
Record Date for such Interest Payment Date (regardless of who the holders
of record may have been on other dates during such Extension Period) all
accrued and unpaid interest on this series of Debentures, together with
interest thereon, compounded quarterly, at the rate specified for this
series of Debentures. Prior to the termination of any Extension Period,
the Company may pay all or (subject to the provisions concerning pro rata
payment in the penultimate sentence of the first paragraph [on the face]
of this Debenture) any portion of the interest accrued on this series of
Debentures on any Interest Payment Date to holders of record on the Record
Date for that Interest Payment Date or may from time to time further
extend such Extension Period, provided that any such Extension Period,
together with all such previous and further extensions thereof, shall not
exceed 20 consecutive calendar quarters. If the Company shall elect to
pay all of the interest accrued on this series of Debentures on an
Interest Payment Date during an Extension Period, that Extension Period
shall automatically terminate on that Interest Payment Date. Upon the
termination of an Extension Period and the payment of all amounts of
interest then due, the Company may commence a new Extension Period,
subject to the foregoing requirements.
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the registered holder
hereof on the Debenture Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, The City
of New York accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company and the Trustee duly executed by the
registered holder hereof or its attorney duly authorized in writing and
thereupon one or more new Debentures of authorized denominations and for
the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for
any such transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent and any Debenture
Registrar may deem and treat the registered holder hereof as the absolute
owner hereof (whether or not this
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Debenture shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone
other than the Debenture Registrar) for the purpose of receiving payment
of or on account of the principal hereof, and interest due hereon and for
all other purposes, and neither the Company nor the Trustee nor any paying
agent nor any Debenture Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of or
the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture,
against any incorporator, stockholder, officer or director, past, present
or future, as such, of the Company or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.
This Global Debenture is exchangeable for Debentures in
certificated form only under certain limited circumstances set forth in
the Indenture. The Debentures of this series are issuable only in
registered form without coupons in denominations of $25 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations herein and therein set forth, Debentures of this series so
issued are exchangeable for a like aggregate principal amount of
Debentures of this series of a different authorized denomination, as
requested by the holder surrendering the same.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
ARTICLE FIVE
Original Issue of Series A Debentures
Series A Debentures in the aggregate principal amount of
$75,000,000 may, upon execution of this First Supplemental Indenture, or
from time to time thereafter, be executed by the Company and delivered to
the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver such Debentures to the Company or upon a Company
Order, without any further action by the Company.
ARTICLE SIX
Miscellaneous Provisions
SECTION 6.01. Except as otherwise expressly provided in this
First Supplemental Indenture or in the form of Series A Debenture or
otherwise clearly required by the context hereof or thereof, all terms
used herein or in the form of Series A
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Debenture that are defined in the
Indenture shall have the several meanings respectively assigned to them
thereby.
SECTION 6.02. The Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and confirmed, and
this First Supplemental Indenture shall be deemed part of the Indenture in
the manner and to the extent herein and therein provided.
SECTION 6.03. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility
for the correctness thereof. The Trustee makes no representation as to
the validity or sufficiency of this First Supplemental Indenture or of the
Series A Debentures.
SECTION 6.04. This First Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, on the date or dates indicated
in the acknowledgments and as of the day and year first above written.
PORTLAND GENERAL ELECTRIC COMPANY
By: /s/ Xxxxxx X. Xxxxx
Its: Senior Vice President,
Finance
Attest:
/s/ Xxxxxx X. XxXxxxxx
Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By: Xxxxxx Xxxxxxx
Attest:
_______________________________
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