Northwest Natural Gas Company
$143,000,000
Medium-Term Notes, Series B
Distribution Agreement
----------------------
. , 1998
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Northwest Natural Gas Company, an Oregon corporation
(the "Company"), proposes to issue and sell from time-to-time not
to exceed $143,000,000 of its First Mortgage Bonds, designated
Secured Medium-Term Notes, Series B (the "Secured Notes"), and
its Unsecured Medium-Term Notes, Series B (the "Unsecured Notes",
and, together with the Secured Notes, the "Securities"). The
Secured Notes will be issued under the Company's Mortgage and
Deed of Trust, dated as of July 1, 1946, to Bankers Trust Company
(the "Mortgage Trustee" or the "Trustee") and R.G. Page (Xxxxxxx
Xxxx, successor), as trustees, as supplemented (such Mortgage and
Deed of Trust as supplemented being hereinafter referred to as
the "Mortgage" or the "Indenture"). The Unsecured Notes will be
issued under an indenture, dated as of June 1, 1991 (the "Note
Indenture" or the "Indenture"), between the Company and Bankers
Trust Company, as trustee (the "Indenture Trustee" or the
"Trustee"). The Securities shall have the maturities, interest
rates, if any, redemption provisions and other terms set forth in
the Prospectus referred to below, as it may be amended or
supplemented from time-to-time. The Securities will be issued,
and the terms thereof established, from time-to-time, by the
Company in accordance with the respective Indentures.
The Company represents, warrants, covenants and agrees
with each of you and with each other person which shall become a
party to this agreement (individually, an "Agent", and
collectively, the "Agents") and each Agent, severally and not
jointly, covenants and agrees with the Company as follows:
1. Representations and Warranties of the Company.
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The Company represents and warrants to each Agent that:
(a) The Company is a corporation duly organized and
validly existing in good standing under the laws of the
State of Oregon, and is qualified to do business and is in
good standing as a foreign corporation in the State of
Washington, with power (corporate and other) to own its
properties and conduct its business as described in the
Prospectus referred to below.
(b) An initial registration statement on Form S-3
(Registration No. 333-15323) (the "Initial Registration
Statement") in respect of $150,000,000 aggregate principal
amount of the Company's First Mortgage Bonds designated
Secured Medium-Term Notes Series B, and Unsecured Medium-
Term Notes Series B (of which $43,000,000 remain unsold on
the date hereof) has been filed with the Securities and
Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), in the form heretofore
delivered (excluding the exhibits thereto but including the
documents incorporated by reference in the prospectus
included therein) to such Agent, and such Initial Registra-
tion Statement in such form has been declared effective by
the Commission and no stop order suspending its
effectiveness has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission.
A subsequent registration statement on Form S-3
(Registration No. 333- . ), as amended (the "Subsequent
Registration Statement"), in respect of an additional
$100,000,000 aggregate principal amount of the Securities
has been filed with the Commission under the Act, in the
form heretofore delivered or to be delivered (excluding the
exhibits thereto but including the documents incorporated by
reference in the prospectus included therein) to such Agent,
and such Subsequent Registration Statement in such form has
been declared effective by the Commission and no stop order
suspending its effectiveness has been issued and no
proceeding for that purpose has been initiated or threatened
by the Commission (any preliminary prospectus included in
the Subsequent Registration Statement being hereinafter
called a "Preliminary Prospectus"). The Initial
Registration Statement and the Subsequent Registration
Statement, including all exhibits thereto but excluding
Forms T-1 and T-2, as amended at the time each became
effective, are hereinafter called the "Registration
Statement"; the combined prospectus included as a part of
the Subsequent Registration Statement (including, if
applicable, any prospectus supplement) relating to the
Securities, in the form in which it most recently has been
filed with the Commission on or prior to the date of this
Agreement, is hereinafter called the "Prospectus"; any
reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the
documents filed by the Company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and incorpor-
ated therein by reference as of the date of such Preliminary
Prospectus or Prospectus; any reference to any amendment or
supplement to any Preliminary Prospectus or Prospectus,
including any supplement to the Prospectus that sets forth
only the terms of a particular issue of the Securities (a
"Pricing Supplement"), shall be deemed to refer to and
include the documents filed by the Company under the
Exchange Act and incorporated therein by reference as of the
date of such amendment or Pricing Supplement; and any refer-
ence to the Prospectus as amended or supplemented shall be
deemed to refer to and include the Prospectus as then
amended or supplemented (including the applicable Pricing
Supplement) in relation to a particular issue of Securities,
in the form filed with the Commission pursuant to Rule
424(b) under the Act, including any documents filed by the
Company under the Exchange Act and incorporated therein by
reference as of the date of such amendment or supplement.
(c) The documents incorporated by reference in the
Prospectus, when filed with the Commission or, if later,
when they became effective, conformed in all material
respects with the requirements of the Act or the Exchange
Act, as applicable, and the applicable rules and regulations
of the Commission thereunder; none of such documents when so
filed or when such documents became effective, as the case
may be, included an untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; any future documents so filed or incorporated by
reference in the Prospectus, or any amendment or supplement
thereto, when filed with the Commission or, if later, when
effective, will conform in all material respects with the
applicable requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder, and when such documents are filed or become
effective, as the case may be, they will not contain an
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations
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or warranties as to information contained in or omitted from
the Prospectus as amended or supplemented in reliance upon
and in conformity with information furnished in writing to
the Company by any Agent specifically for use therein;
(d) The Initial Registration Statement and the
Subsequent Registration Statement when each became effective
conformed, and the Prospectus conforms, and any amendment or
supplement thereto will conform, in all material respects,
with the provisions of the Act and the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"), and the
rules and regulations of the Commission thereunder; and the
Initial Registration Statement and the Subsequent Registra-
tion Statement when each became effective did not, the
Prospectus does not (and on each of the dates referred to in
clause (i) of Section 6 will not) and any amendment or
supplement to the Prospectus, as of its date and on each of
the dates referred to in clause (i) of Section 6, will not,
contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
provided, however, that the Company makes no
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representations or warranties as to information contained in
or omitted from any such document in reliance upon and in
conformity with information furnished in writing to the
Company by any Agent specifically for use therein;
(e) Except as set forth in or contemplated by the
Prospectus, since the date as of which information is given
in the Prospectus (i) there has not been any material
adverse change in the condition of the Company and its
subsidiaries taken as a whole, financial or otherwise, (ii)
there has not been any transaction entered into by the
Company or any of its subsidiaries which is material to the
Company and its subsidiaries taken as a whole, other than
transactions in the ordinary course of business, and (iii)
neither the Company nor any of its subsidiaries has incurred
any contingent obligation which is material to the Company
and its subsidiaries taken as a whole;
(f) The Securities have been duly authorized, and,
when issued pursuant to their respective Indentures and
delivered pursuant to this Agreement and any Terms Agreement
(as defined in Section 3 hereof), will have been duly
executed, authenticated, issued and delivered, will
constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, except
as their enforceability may be limited by laws and
principles of equity relating to or affecting generally the
enforcement of creditors' rights, including without
limitation, bankruptcy and insolvency laws, and will be
entitled to the benefits provided by their respective Inden-
tures (which will be substantially in the form filed as
exhibits to the Subsequent Registration Statement); the
Indentures have been duly authorized and qualified under the
Trust Indenture Act, constitute valid and legally binding
instruments, enforceable in accordance with their terms,
except as their enforceability may be limited by laws and
principles of equity relating to or affecting generally the
enforcement of creditors' rights, including without
limitation, bankruptcy and insolvency laws; and the
Indentures conform, and the Securities of each issue, when
issued, will conform, in all material respects, to the
descriptions thereof in the Prospectus as amended or
supplemented with respect to such issue;
(g) The issue and sale of the Securities, the
compliance by the Company with all of the provisions of the
Securities, the Indentures, this Agreement and any Terms
Agreement, and the consummation by the Company of the
transactions herein and therein contemplated will not result
in a breach or violation of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instru-
ment to which the Company is a party or by which the Company
is bound or to which any of the property of the Company is
subject, nor will such action result in any violation of the
provisions of any statute or the Restated Articles of
Incorporation, as amended, or the Bylaws, as amended, of the
Company or any order, rule or regulation of any court or any
regulatory authority or other governmental agency or body
having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body is required for the solicitation
of offers to purchase Securities and the issue and sale of
the Securities or the consummation by the Company of the
other transactions contemplated by the Indentures, this
Agreement or any Terms Agreement, except such as have been
obtained at or prior to the Commencement Date (as defined in
Section 4 hereof), will have been obtained under the Act,
the Trust Indenture Act and the public utility laws of the
States of Oregon and Washington and such as may be required
under state securities or Blue Sky laws in connection with
the solicitation by such Agent of offers to purchase
Securities from the Company and with purchases of Securities
by such Agent as principal, as the case may be, in each case
in the manner contemplated hereby; and
(h) Other than as set forth or contemplated in the
Prospectus, there are no legal or governmental proceedings
pending to which the Company is a party or to which any
property of the Company is subject, which, if determined ad-
versely to the Company, would individually or in the
aggregate have a material adverse effect on the consolidated
financial position, stockholders' equity or consolidated
results of operations of the Company, and, to the best of
the Company's knowledge, no such proceedings are threatened.
2. Obligations of the Agents and the Company.
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(a) Subject to the terms and conditions hereof and to
the reservation by the Company of the right to sell
Securities directly on its own behalf, the Company hereby
(i) appoints each of Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated and PaineWebber
Incorporated as an agent of the Company for the purpose of
soliciting and receiving offers to purchase Securities from
the Company and (ii) reserves the right, from time to time,
to appoint additional agents for the purpose of soliciting
and receiving offers to purchase Securities from the
Company; provided that each such additional agent shall be
required to become a party to this Agreement and undertake
the obligations of an Agent hereunder pursuant to an
Additional Agent Appointment Agreement ("Additional Agent
Appointment Agreement") substantially in the form of Exhibit
1 hereto.
(b) On the basis of the representations and warranties
herein, and subject to the terms and conditions hereof, each
of the Agents, as agent of the Company, severally and not
jointly, agrees to use its reasonable best efforts to
solicit and receive offers to purchase particular issues of
the Securities from the Company upon the terms and
conditions set forth in the Prospectus as amended or
supplemented with respect thereto. Each Agent will promptly
advise the Company by telephone or other appropriate means
of all reasonable offers to purchase Securities, other than
those rejected by such Agent. The Company shall not,
without the consent of each Agent, which consent shall not
unreasonably be withheld, solicit or accept offers to
purchase, or sell, any debt securities with a maturity, at
the time of original issuance, of from nine months to 30
years, except (i) pursuant to this Agreement, (ii) pursuant
to a private placement not constituting a public offering
under the Act, or (iii) in connection with a firm commitment
underwriting pursuant to an underwriting agreement that does
not provide for a continuous offering. However, the
Company, subject to Section 5(f) hereof, reserves the right
to sell, and may solicit and accept offers to purchase,
Securities directly on its own behalf, and, in the case of
any such sale not resulting from a solicitation made by an
Agent, no commission will be payable with respect to such
sale.
(c) Procedural details relating to the issue and
delivery of Securities, the solicitation of offers to
purchase Securities and the payment therefor, unless an
Agent and the Company shall otherwise agree, shall be as set
forth in the Administrative Procedure attached hereto as
Annex I (the "Administrative Procedure"). The provisions of
the Administrative Procedure shall apply to all transactions
contemplated hereunder other than those made pursuant to a
Terms Agreement. Each Agent and the Company shall perform
the respective duties and obligations specifically provided
to be performed by each of them in the Administrative
Procedure. The Company will furnish to the Trustees a copy
of the Administrative Procedure as from time to time in
effect.
(d) The Company reserves the right, in its sole
discretion, to instruct the Agents to suspend, at any time,
for any period of time or permanently, the solicitation of
offers to purchase the Securities. As soon as practicable,
but in any event not later than one business day after
receipt of notice from the Company, the Agents will suspend
solicitation of offers to purchase Securities from the
Company until such time as the Company has advised the
Agents that such solicitation may be resumed.
(e) The Company agrees to pay each Agent a commission,
at the time of settlement (each a "Settlement Date") of any
sale of a Security by the Company as a result of a
solicitation made by such Agent, in an amount equal to the
following applicable percentage of the principal amount of
such Security sold:
Commission
(percentage of aggregate principal
Range of Maturities amount of Securities sold)
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From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .675%
From 20 years to 30 years .750%
3. Sales to Agents as Principal. Each sale of
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Securities to an Agent, as principal, shall be made in accordance
with the terms of this Agreement and (unless the Company and such
Agent shall otherwise agree) a separate agreement (each a "Terms
Agreement"), which will provide for the sale of such Securities
to, and the purchase thereof by, such Agent, as principal. A
Terms Agreement may be either (i) a written agreement
substantially in the form of Annex II hereto, or (ii) an oral
agreement between either Agent and the Company confirmed in
writing by such Agent. A Terms Agreement may also specify
certain provisions relating to the reoffering of such Securities
by such Agent. Each Terms Agreement shall specify the principal
amount of Securities to be purchased by an Agent pursuant
thereto, the price to be paid to the Company for such Securities,
any provisions relating to the rights of, and defaults by, any
underwriters acting together with such Agent in the reoffering of
the Securities, the time and date of delivery of and payment for
such Securities (each, a "Time of Delivery") and place of
delivery of such Securities, and any requirements for opinions of
counsel, accountants' letters and officers' certificates pursuant
to Section 5 hereof. Each purchase of Securities, unless
otherwise agreed shall be at a discount equivalent to the
commission payable to an Agent, acting as agent, with respect to
a sale of Securities of identical maturity, as set forth in
Section 2(e) hereof). The Agent may engage the services of any
other broker or dealer in connection with the resale of the
Securities purchased as principal and may allow any portion of
the discount received in connection with such purchase from the
Company to be paid to such brokers and dealers. The commitment
of an Agent to purchase Securities as principal, whether pursuant
to a Terms Agreement or otherwise, shall be deemed to have been
made on the basis of the representations and warranties of the
Company herein contained and, to the extent not otherwise agreed
upon in a Terms Agreement or otherwise, shall be subject to the
terms and conditions herein set forth.
4. Commencement. At 11:00 a.m., New York City time,
------------
on the date of this Agreement or at such later date and time as
may be agreed upon between the Agents and the Company not later
than the day prior to the earlier of the day on which the
solicitation of offers to purchase Securities is to begin or on
which any Terms Agreement shall be executed (such time and date
being referred to herein as the "Commencement Date"), the Agents
shall be furnished at the offices of Xxxxxx Xxxx & Priest LLP, 00
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx:
(a) An opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel
to the Agents, dated the Commencement Date, with respect to
such matters as such Agents may reasonably request, which
opinion may rely, as to all matters governed by Oregon law,
upon the opinion of Xxxx X. Xxxxxx, Esq., General Counsel
for the Company, referred to in Section 4(b) hereof and, as
to all matters governed by Washington law, upon the opinion
of Stoel Rives LLP referred to in Section 4(d) hereof;
(b) An opinion of Xxxx X. Xxxxxx, Esq., dated the
Commencement Date, in form and substance reasonably
satisfactory to such Agents, to the effect set forth in
Annex III, which opinion may rely, as to all matters gov-
erned by New York law, upon the opinion of Xxxxxx Xxxx &
Priest LLP referred to in Section 4(c) hereof and, as to
certain matters governed by Washington law, upon the opinion
of Stoel Rives LLP referred to in Section 4(d) hereof;
(c) An opinion of Xxxxxx Xxxx & Priest LLP, dated the
Commencement Date, in form and substance reasonably
satisfactory to such Agents, to the effect set forth in
Annex IV, which opinion may rely, as to all matters governed
by Oregon law, upon the opinion of Xxxx X. Xxxxxx, Esq.,
referred to in Section 4(b) hereof and, as to all matters
governed by Washington law, upon the opinion of Stoel Rives
LLP referred to in Section 4(d) hereof;
(d) An opinion of Stoel Rives LLP, dated the
Commencement Date, in form and substance reasonably
satisfactory to such Agents, to the effect set forth in
Annex V.
(e) A letter from PricewaterhouseCoopers LLP, the
Company's independent accountants, dated the Commencement
Date, in form and substance reasonably satisfactory to such
Agents and subject to compliance with the requirements of
Statements on Auditing Standards issued by the American
Institute of Certified Public Accountants ("SAS"), to the
effect set forth in Annex VI hereto; and
(f) A certificate of the President or any Vice
President of the Company, dated the Commencement Date, in
form reasonably satisfactory to such Agents, (i) as to the
accuracy of the representations and warranties of the
Company herein at and as of the Commencement Date, (ii) as
to the performance by the Company in all material respects
of all of its obligations hereunder to be performed at or
prior to the Commencement Date, (iii) as to the matters set
forth in Section 1(e) hereof, (iv) as to the absence of any
stop order of the Commission suspending the effectiveness of
the Registration Statement or any pending or contemplated
proceedings for such purpose, (v) as to the full force and
effect of the authorizing orders of the Public Utility
Commission of Oregon and the Washington Utilities and
Transportation Commission referred to in Section 7(a)
hereof, and (vi) as to such other matters as such Agents may
reasonably request.
5. Covenants of the Company. The Company covenants
------------------------
and agrees with each Agent:
(a) (i) To make no amendment or supplement to the
Registration Statement or the Prospectus (other than a
Pricing Supplement) (A) prior to the Commencement Date,
which any Agent shall reasonably disapprove by notice to the
Company promptly after receipt of the proposed form thereof
or (B) after the date of any agreement by such Agent,
pursuant to a Terms Agreement or otherwise, to purchase
Securities as principal and prior to the related Time of
Delivery which such Agent shall reasonably disapprove by
notice to the Company promptly after receipt of the proposed
form thereof; (ii) to prepare, with respect to each
particular issue of Securities to be sold through or to such
Agent pursuant to this Agreement, a Terms Agreement or
otherwise, a Pricing Supplement with respect to such
Securities in a form reasonably satisfactory to such Agent
and to file such Pricing Supplement in accordance with Rule
424(b) under the Act; (iii) to make no amendment or
supplement to the Registration Statement or Prospectus,
other than a Pricing Supplement, without affording such
Agent a reasonable opportunity for review thereof and
comment thereon; (iv) to timely file all reports and any de-
finitive proxy or information statements required to be
filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so
long as the delivery of a prospectus is required in
connection with the offering or sale of the Securities, and
during such same period to advise such Agent, promptly after
the Company receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or
has become effective or any supplement to the Prospectus or
any amended Prospectus (other than any Pricing Supplement
that relates to Securities not purchased through or by such
Agent) has been filed with the Commission, of the issuance
by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating
to the Securities, of the suspension of the qualification of
the Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the
amendment or supplement of the Registration Statement or
Prospectus or for additional information; (v) to promptly
make every reasonable effort to comply with all requests of
the Commission for additional information; and (vi) in the
event of the issuance of any such stop order or of any such
order preventing or suspending the use of any such
prospectus or suspending any such qualification, to use its
best efforts to obtain its withdrawal;
(b) From time-to-time, to take such action as such
Agent reasonably may request to qualify the Securities for
offering and sale under the securities laws of such
jurisdictions as may be approved by the Company and to
comply with such laws so as to permit the continuance of
sales and dealings therein for as long as may be necessary
to complete the distribution or sale of the Securities;
provided, however, that in connection therewith the Company
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shall not be required to qualify as a foreign corporation or
to file a general consent to service of process in any
jurisdiction, or to comply with any other requirement rea-
sonably deemed by the Company to be unduly burdensome;
provided, further, that the provisions of this subsection
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(b) shall not apply so long as the Securities are "covered
securities" within the meaning of Section 18 of the Act and
any rules and regulations thereunder;
(c) To furnish such Agent with copies of the
Registration Statement, each amendment thereto, the
Prospectus and each amendment or supplement thereto, other
than any Pricing Supplement (except as provided in the
Administrative Procedure), in the form in which it is filed
with the Commission pursuant to Rule 424(b) under the Act,
and with copies of the documents incorporated by reference
therein (other than exhibits incorporated by reference in
the Registration Statement), each in such quantities as such
Agent may reasonably request from time-to-time; and, if the
delivery of a prospectus is required at any time in
connection with the offering or sale of the Securities to or
through an Agent pursuant to this Agreement and if, at such
time, any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made, not misleading, or, if for any other reason it
shall be necessary during such period to amend or supplement
the Prospectus or to file under the Exchange Act any
document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust
Indenture Act, to notify such Agent and request such Agent,
in its capacity as agent of the Company, to suspend solici-
tation of offers to purchase Securities from the Company
(and, if so notified, such Agent shall cease such solicita-
tions as soon as practicable, but in any event not later
than one business day later); and if the Company shall
decide to amend or supplement the Registration Statement or
the Prospectus, to so advise such Agent promptly by
telephone (confirmed in writing) and to prepare and cause to
be filed promptly with the Commission an amendment or
supplement to the Registration Statement or the Prospectus
or to file any document incorporated by reference in the
Prospectus that will correct such statement or omission or
effect such compliance; provided that, (i) should such event
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relate solely to activities of any Agent (except any
termination of any Agent's services hereunder), such Agent
shall assume the expense of preparing and furnishing any
such amendment or supplement; (ii) if, during such period,
such Agent shall continue to own Securities purchased from
the Company as principal or such Agent otherwise shall be
required to deliver a prospectus in respect of transactions
in the Securities, the Company shall promptly prepare and
file with the Commission such an amendment or supplement;
and (iii) if such Agent shall be required to deliver a
prospectus in connection with sales of any Securities
purchased by it as principal at any time nine months or more
after the date of such purchase and (A) there shall be, as a
result of such purchase, no Securities remaining to be sold
under the Registration Statement or (B) the Company,
pursuant to Section 2(d) hereof, shall have instructed the
Agents, during such nine month period, to suspend
permanently the solicitation of offers to purchase the
Securities, such Agent shall assume the expense of preparing
and furnishing any such amendment or supplement in
connection with the sales of any Securities purchased by
such Agent as principal. (For the purposes of this Section
5(c), the Company shall be entitled to assume that a Pro-
spectus shall no longer be required to be delivered under
the Act from and after the date six months from the date of
the purchase by an Agent as principal of the particular
issuance of Securities to which it relates, unless it shall
have received notice from such Agent to the contrary);
(d) To make generally available to its security
holders as soon as practicable, but in any event not later
than eighteen months after (i) the effective date of the
Registration Statement, (ii) the effective date of each
post-effective amendment to the Registration Statement, and
(iii) the date of each filing by the Company with the
Commission of an Annual Report on Form 10-K that is
incorporated by reference in the Registration Statement, an
earning statement of the Company and its subsidiaries (which
need not be audited) in accordance with Section 11(a) of the
Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule
158);
(e) For the period ending five years from the date any
Securities are sold by the Company pursuant to an offer
solicited by such Agent under this Agreement, to furnish to
such Agent copies of all reports or other communications
(financial or other) furnished to stockholders, and deliver
to such Agent (i) as soon as they are available, copies of
any reports and financial statements furnished to or filed
with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, (ii) copies of all registration
statements filed under the Act (other than those in respect
of shareholder or employee plans), and (iii) such additional
information concerning the business and financial condition
of the Company as such Agent may from time to time
reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Company
and its subsidiaries are consolidated in reports furnished
to its stockholders generally or to the Commission);
(f) That, from the date of any Terms Agreement or
other agreement with such Agent to purchase Securities as
principal and to and including the earlier of (i) the
termination of the trading restrictions for the Securities
purchased thereunder, as notified to the Company by such
Agent and (ii) the related Time of Delivery, the Company,
without the prior written consent of such Agent, will not
offer, sell, contract to sell or otherwise dispose of any
debt securities of the Company in a public offering which
both have a maturity of from nine months to 30 years and are
substantially similar to the Securities;
(g) That each acceptance by the Company of an offer to
purchase Securities procured by such Agent, as agent, and
each agreement by the Company, pursuant to a Terms Agreement
or otherwise, to sell Securities to such Agent, as
principal, shall be deemed to be an affirmation to such
Agent that the representations and warranties of the Company
contained in or made pursuant to this Agreement are true and
correct as of the date of such acceptance or agreement, as
the case may be, as though made as of such date, and an
undertaking that such representations and warranties will be
true and correct as of the Settlement Date for the Securi-
ties relating to such acceptance or as of the Time of
Delivery relating to such sale, as the case may be, as
though made as of such date (except that such repre-
sentations and warranties shall be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented relating to such Securities);
(h) That, reasonably in advance of (i) each date as of
which an Agent reasonably requests an opinion or opinions of
Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Agents, or other
counsel to the Agents reasonably satisfactory to the
Company, or (ii) each time that the Company sells Securities
to such Agent as principal pursuant to a Terms Agreement or
other agreement and such Agent requests an opinion or
opinions by Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the
Agents, or other counsel to the Agents reasonably satisfac-
tory to the Company, the Company shall furnish to such
counsel such papers and information as they may reasonably
request to enable them to furnish to such Agent a letter in
form reasonably satisfactory to such Agent, to the effect
that such Agent may rely on the opinion of such counsel
referred to in Section 4(a) hereof, to the same extent as
though it was dated the date of such letter (except that the
statements in such opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the date of such letter), or in lieu of such
a letter, an opinion of the same tenor as the opinion of
such counsel referred to in Section 4(a) hereof, but
modified to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date;
(i) That each time that (x) the Registration Statement
or the Prospectus shall be amended or supplemented (other
than by a Pricing Supplement or by an amendment or
supplement providing solely for a change in the interest
rates of the Securities or similar changes and, unless the
Agents shall otherwise specify, other than by an amendment
or supplement which relates exclusively to an offering of
debt securities other than the Securities), (y) a document
incorporated by reference in the Prospectus as amended or
supplemented (other than a Current Report on Form 8-K,
unless the Agents shall otherwise specify) shall be filed
under the Act or Exchange Act (unless waived by the Agents),
and (z) the Company sells Securities to such Agent, as
principal, pursuant to a Terms Agreement or other agreement
and such Terms Agreement or other agreement specifies the
delivery of an opinion, letter or certificate under this
Section 5(i) as a condition to the purchase of Securities
pursuant to such Terms Agreement or other agreement, the
Company shall furnish or cause to be furnished to such
Agent:
(i) a letter from Xxxx X. Xxxxxx, Esq., General
Counsel for the Company, or his successor, dated
the date of such amendment, supplement, incor-
poration or Time of Delivery relating to such
sale, as the case may be, in form reasonably
satisfactory to such Agent, to the effect that
such Agent may rely on the opinion of such counsel
referred to in Section 4(b) hereof to the same
extent as though it were dated the date of such
letter (except that the statements in such opinion
shall be deemed to relate to the Registration
Statement and the Prospectus as amended and
supplemented to the date of such letter,
excluding, in the case of the statements in the
paragraph next following paragraph 14 of such
opinion, all documents filed by the Company under
the Exchange Act and incorporated by reference
into the Registration Statement and Prospectus
during or prior to the fiscal year which is the
subject of the Company's most recent Annual Report
on Form 10-K) or, in lieu of such a letter, an
opinion of the same tenor as the opinion of such
counsel referred to in Section 4(b) hereof, but
modified to relate to the Registration Statement
and the Prospectus as so amended and supplemented
to such date;
(ii) a letter of Xxxxxx Xxxx & Priest LLP, New York,
New York, counsel for the Company, or other
counsel for the Company reasonably satisfactory to
such Agent, dated the date of such amendment,
supplement, incorporation or Time of Delivery
relating to such sale, as the case may be, in form
reasonably satisfactory to such Agent, to the
effect that such Agent may rely on the opinion of
such counsel referred to in Section 4(c) hereof to
the same extent as though it were dated the date
of such letter (except that the statements in such
opinion shall be deemed to relate to the
Registration Statement and the Prospectus as
amended and supplemented to the date of such
letter, excluding, in the case of the statements
in the paragraph next following paragraph 10 of
such opinion, all documents filed by the Company
under the Exchange Act and incorporated by
reference into the Registration Statement and the
Prospectus during or prior to the fiscal year
which is the subject of the Company's most recent
Annual Report on Form 10-K) or, in lieu of such
letter, an opinion of the same tenor as the
opinion of such counsel referred to in Section
4(c) hereof, but modified to relate to the
Registration Statement and the Prospectus as so
amended and supplemented to such date;
(iii) a letter of Stoel Rives LLP, Portland,
Oregon, special Washington counsel for the
Company, or other special Washington counsel
for the Company reasonably satisfactory to
such Agent, dated the date of such amendment,
supplement, incorporation or Time of Delivery
relating to such sale, as the case may be, in
form reasonably satisfactory to such Agent,
to the effect that such Agent may rely on the
opinion of such counsel referred to in
Section 4(d) hereof to the same extent as
though it were dated the date of such letter
or, in lieu of such letter, an opinion of the
same tenor as the opinion of such counsel
referred to in Section 4(d) hereof; and
(iv) a certificate executed by the President or any
Vice President of the Company, dated the date of
such supplement, amendment, incorporation or Time
of Delivery relating to such sale, as the case may
be, in such form as shall be reasonably
satisfactory to such Agent, to the effect that the
statements contained in the certificate referred
to in Section 4(f) hereof are true and correct at
such date as though made as of such date (except
that such statements shall be deemed to relate to
the Registration Statement and the Prospectus as
amended and supplemented to such date) or, in lieu
of such certificate, a certificate of the same
tenor as the certificate referred to in Section
4(f) hereof, but modified to relate to the
Registration Statement and the Prospectus as
amended and supplemented to such date; and
(j) That each time that (x) the Registration Statement
or the Prospectus shall be amended or supplemented to
include additional financial information (unless waived by
the Agents), and (y) the Company sells Securities to such
Agent as principal pursuant to a Terms Agreement or other
agreement and such Terms Agreement or other agreement
specifies the delivery of a letter under this Section 5(j)
as a condition to the purchase of Securities pursuant to
such Terms Agreement or other agreement, and subject to
compliance with the requirements of SAS issued by the
American Institute of Certified Public Accountants, the
Company shall furnish or cause to be furnished to such Agent
a letter of PricewaterhouseCoopers LLP or other independent
accountants for the Company reasonably satisfactory to the
Agent, dated the date of such amendment, supplement,
incorporation or Time of Delivery relating to such sale, as
the case may be, in form reasonably satisfactory to such
Agent, to the effect that such Agent may rely upon the
letter of such accountants referred to in Section 4(e)
hereof to the same extent as though it were dated the date
of such subsequent letter (except the statements in such
former letter shall be deemed to relate to the financial
statements included or incorporated in the Registration
Statement and Prospectus as amended and supplemented to the
date of such latter letter), or, in lieu of such latter
letter, a letter of the same tenor as the letter referred to
in Section 4(e) hereof, but modified to relate to the
Registration Statement and the Prospectus as amended or
supplemented to the date of such letter, with such changes
as may be necessary to reflect changes in the financial
statements and other information derived from the accounting
records of the Company, to the extent such financial
statements and other information are available as of a date
not more than five business days prior to the date of such
letter;
(k) To offer to any person who has agreed to purchase
Securities as the result of an offer to purchase solicited
by such Agent, as agent, the right to refuse to purchase and
pay for such Securities if, at the Settlement Date for such
Securities, any condition set forth in Section 6 hereof
shall not have been satisfied (it being understood that the
judgment of such person with respect to the impracticability
or inadvisability of such purchase of Securities shall be
substituted, for purposes of this Section 5(k), for the
judgment of such Agent with respect thereto); and
(l) To pay or cause to be paid the following: (i) the
fees and expenses of the Company's counsel and accountants
in connection with the registration of the Securities under
the Act and all other expenses in connection with the
preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus, the Prospectus and
any Pricing Supplements and all other amendments and
supplements thereto and the mailing and delivering of copies
thereof to such Agent; (ii) the fees and expenses of counsel
for the Agents in connection with the establishment of the
program contemplated hereby, any opinions to be rendered by
such counsel hereunder and the transactions contemplated
hereunder; (iii) the cost of preparing this Agreement, any
Terms Agreement and any other documents approved by the
Company in connection with the offering, purchase, sale and
delivery of the Securities; (iv) the fees, not to exceed
$5,000, and expenses of counsel for the Agents in connection
with the qualification of the Securities for offering and
sale under state securities laws as provided in Section 5(b)
hereof and the preparation of any blue sky and legal
investment memoranda; (v) any fees charged by securities
rating services for rating the Securities; (vi) any filing
fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the
sale of the Securities; (vii) the cost of preparing the
Securities; (viii) the fees and expenses of the Trustees and
any agent of any Trustee and any transfer or paying agent of
the Company and the fees and disbursements of counsel for
any Trustee or any such agent in connection with any
Indenture and the Securities; (ix) any advertising expenses
connected with the solicitation of offers to purchase and
the sale of Securities so long as such advertising expenses
have been approved by the Company; and (x) all other costs
and expenses incident to the performance of the Company's
obligations hereunder which are not otherwise specifically
provided for in this Section; provided, however, that,
except as provided in Sections 8 and 9 hereof, such Agent
shall pay all other expenses it incurs, including any
expenses that may be incurred by it or for its account
pursuant to the proviso of Section 5(c) hereof.
(m) To advise each Agent, promptly after the Company
receives notice thereof, of the downgrading, or the issuance
of a notice of any intended or potential downgrading, of the
ratings of the Securities by either Xxxxx'x Investors
Service or Standard & Poor's Corporation.
6. Conditions to Agents' Obligations. The obligation
---------------------------------
of an Agent, as agent of the Company, at any time (each a
"Solicitation Time"), to solicit offers to purchase the
Securities and the obligation of an Agent to purchase Securities
as principal, pursuant to a Terms Agreement or otherwise, shall
be subject, in such Agent's discretion, to the conditions that:
(i) all of the representations and warranties of the Company
herein (and, in the case of an obligation of an Agent under a
Terms Agreement or other agreement with an Agent to purchase
Securities as principal, in or incorporated in such agreement by
reference) were true and correct (A) on the Commencement Date;
(B) each time that the Registration Statement or the Prospectus
shall be amended or supplemented, (C) each time a document
incorporated by reference in the Prospectus as amended or
supplemented shall be filed by the Company under the Act or
Exchange Act, (D) at the date of each acceptance by the Company
of an offer to purchase Securities procured by such Agent, as
agent, and each agreement by the Company, pursuant to a Terms
Agreement or otherwise, to sell Securities to an Agent, as
principal, (E) at each Settlement Date, and (F) at each Time of
Delivery of Securities so to be purchased by such Agent, as
principal, as the case may be, (ii) prior to such Solicitation
Time or such Time of Delivery, as the case may be, the Company
shall have performed all of its obligations hereunder theretofore
to be performed, (iii) all requests for additional information on
the part of the Commission shall have been complied with to the
reasonable satisfaction of such Agent, (iv) there shall be in
full force and effect orders of the Public Utility Commission of
Oregon and the Washington Utilities and Transportation Commission
which are acceptable to the Agents and which permit the issuance
and sale of the Securities substantially in accordance with the
terms and conditions of this Agreement, (v) no stop order
suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall be
pending before, or to the knowledge of the Company contemplated
by, the Commission, and (vi) there shall not have occurred: (A)
a suspension or material limitation of trading in securities
generally on the New York Stock Exchange or in any securities of
the Company on the Nasdaq National Market or any relevant
exchange; (B) a general moratorium on commercial banking
activities in New York declared by either Federal or New York
State authorities; (C) an engagement by the United States in
hostilities or any escalation of hostilities, the effect of
which, in the judgment of such Agent, makes it impracticable or
inadvisable to proceed with the solicitation of offers to
purchase Securities or the purchase of Securities from the
Company as principal on the terms and in the manner contemplated
by this Agreement and, if applicable, any Terms Agreement or
other agreement; or (D) any downgrading, or any notice shall have
been given of any intended or potential downgrading, of the
Securities by either Xxxxx'x Investors Service or Standard &
Poor's Corporation. In addition to the foregoing, the obligation
of an Agent to purchase Securities as principal, pursuant to a
Terms Agreement or other agreement, shall be subject, in such
Agent's discretion, to the further condition that there shall not
have been, since the date of such Terms Agreement or other
agreement or since the respective dates as of which information
is given in the Registration Statement, any material adverse
change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company
and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business.
7. Conditions to Company's Obligations.
-----------------------------------
(a) The obligation of the Company to sell and deliver
any Security pursuant hereto, to a Terms Agreement or
otherwise shall be subject to the condition that, after the
acceptance by the Company of an offer to purchase such
Security procured by an Agent, as agent, or the agreement by
the Company, pursuant to a Terms Agreement or otherwise, to
sell such Security to an Agent, as principal, and prior to
the Time of Delivery or the Settlement Date, as the case may
be, with respect to such purchase or sale, neither the
Public Utility Commission of Oregon nor the Washington
Utilities and Transportation Commission shall have issued an
order revoking its then existing order permitting the
issuance and sale of the Securities through each Agent, as
agent, on the terms set forth herein or to each Agent, as
principal, pursuant to a Terms Agreement or other agreement.
(b) If the condition specified in Section 7(a) hereof
shall not have been fulfilled, the obligation of the Company
to sell Securities hereunder or under a Terms Agreement or
other agreement may be terminated by the Company; and
neither the Company nor any Agent shall have any liability
to the other, except for (i) the obligation of the Company
to pay certain expenses to the extent provided for in
Section 5(l) hereof, (ii) the obligation of the Company to
pay commissions and hold the Agents harmless as provided in
Section 9 hereof (and, for purposes of said Section 9, such
a failure of such condition to be fulfilled shall be
considered a default by the Company on its obligation to
deliver such Securities), and (iii) any liability under
Section 8 hereof.
8. Indemnification.
---------------
(a) The Company will indemnify and hold harmless each
Agent against any losses, claims, damages or liabilities,
joint or several, to which such Agent may become subject,
under the Act or otherwise, insofar as such losses, claims,
damages or liabilities or actions in respect thereof arise
out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the
Registration Statement, any Preliminary Prospectus, the
Prospectus or the Prospectus as amended or supplemented, or
arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements therein
not misleading, and will reimburse such Agent for any legal
or other expenses reasonably incurred by it, as incurred, in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
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the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability or
action in respect thereof arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, any
Preliminary Prospectus, the Prospectus or the Prospectus as
amended or supplemented in reliance upon and in conformity
with written information furnished to the Company by such
Agent specifically for use therein; and provided, further,
that the indemnity agreement contained in this Section 8(a)
shall not inure to the benefit of any Agent on account of
any losses, claims, damages or liabilities or actions in
respect thereof arising solely from the sale of Securities
by or through such Agent pursuant to a Terms Agreement or
otherwise to any person if a copy of the Prospectus as then
amended and supplemented with respect to such Securities
shall not have been sent or given to such person with or
prior to written confirmation of the sale involved (assuming
that the Company shall have previously furnished such
documents to such Agent in a timely fashion), and if the
Prospectus (as so amended or supplemented) would have cured
the defect giving rise to such losses, claims, damages or
liabilities.
(b) Each Agent will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities
to which the Company may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or
liabilities or actions in respect thereof arise out of or
are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement, any Preliminary Prospectus, the Prospectus or the
Prospectus as amended or supplemented, or arise out of or
are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, any
Preliminary Prospectus, the Prospectus or the Prospectus as
amended or supplemented in reliance upon and in conformity
with written information furnished to the Company by such
Agent specifically for use therein, and will reimburse the
Company for any legal or other expenses incurred by the
Company, as incurred, in connection with investigating or
defending any such loss, claim, damage or liability or
action. Each Agent hereby furnishes to the Company in
writing expressly for use in the Registration Statement, any
Preliminary Prospectus, the Prospectus and the Prospectus as
amended or supplemented (i) the second sentence in the last
paragraph on the cover page of the Prospectus relating to
the offerings of Medium-Term Notes by the Agents, as
principal, (ii) the legend on the inside cover page relating
to stabilizing transactions by the Agents, and (iii) under
"Plan of Distribution," the fifth, sixth, seventh and eighth
sentences in the first paragraph, the third and last
sentences of the fourth paragraph, the sixth, seventh,
eighth and ninth paragraphs and the statements relating to
the Agents in the last paragraph.
(c) Promptly after receipt by an indemnified party
under Section 8(a) or Section 8(b) of notice of the
commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the
indemnifying party under such Section, notify the
indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any
indemnified party otherwise than under such Section. In
case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be
counsel to the indemnifying party); provided, however, in no
-------- -------
event shall such indemnifying parties be obligated to retain
more than one counsel (and necessary local counsel), in
addition to counsel for such indemnifying parties, to rep-
resent the indemnified parties, and after notice from the
indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party under such
Section for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof
other than reasonable costs of investigation. Each
indemnified party may also participate at its own expense in
the defense of any such action. No indemnifying party
shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement
includes (i) an unconditional release of such indemnified
party from all liability on claims that are the subject
matter of such proceeding and (ii) no statement as to or an
admission of fault, culpability or failure to act by or on
behalf of an indemnified party.
(d) If the indemnification provided for in Section
8(a) or Section 8(b) hereof is unavailable to or
insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in
respect thereof) in such proportion as is appropriate to
reflect any relevant equitable considerations including the
relative fault of the Company on the one hand and each Agent
on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabili-
ties (or actions in respect thereof), and relative benefit
of the Company on the one hand and each Agent on the other.
Relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to
state a material fact required to be stated therein or
necessary in order to make the statements therein not
misleading relates to information supplied by the Company on
the one hand or by any Agent on the other and the parties'
relative intent, knowledge, access to information and oppor-
tunity to correct or prevent such statement or omission.
The relative benefits received by the Company on the one
hand and each Agent on the other shall be deemed to be in
the same proportion as the total net proceeds from the sale
of Securities (before deducting expenses) received by the
Company bear to the total commissions or discounts received
by such Agent in respect thereof. The Company and each
Agent agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined
(i) with respect only to any losses, claims, damages or
liabilities referred to in Section 8(a) hereof, by per
capita allocation (even if all Agents were treated as one
entity for such purpose) or (ii) by any method of allocation
which does not take account of the equitable considerations
referred to above in this Section 8(d). The amount paid or
payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 8(d) shall be
deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of each of
the Agents under this Section 8(d) to contribute are several
and are not joint.
(e) The obligations of the Company under this Section
8 shall be in addition to any liability which the Company
may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Agent
within the meaning of the Act. The obligations of each
Agent under this Section 8 shall be in addition to any
liability which such Agent may otherwise have and shall
extend, upon the same terms and conditions, to each director
of the Company, to each officer of the Company who has
signed the Registration Statement and to each person, if
any, who controls the Company within the meaning of the Act.
9. Nonperformance. Each Agent, in soliciting offers
--------------
to purchase Securities from the Company and in performing the
other obligations of such Agent hereunder (other than in respect
of any purchase by an Agent as principal pursuant to a Terms
Agreement or otherwise), is acting solely as agent for the
Company and not as principal. Each Agent will make reasonable
efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Securities from the Company was
solicited by such Agent and has been accepted by the Company, but
such Agent shall not have any liability to the Company in the
event such purchase is not consummated for any reason. If the
Company shall default on its obligation to deliver Securities to
a purchaser whose offer it has accepted, the Company shall (i)
hold each Agent harmless against any loss, claim or damage
arising from or as a result of such default by the Company and
(ii) notwithstanding such default, pay to the Agent that
solicited such offer any commission to which it would be entitled
in connection with such sale.
10. Survival of Agreement. The respective indem
---------------------
nities, agreements, representations, warranties and other
statements by any Agent and the Company set forth in or made
pursuant to this Agreement shall remain in full force and effect
regardless of any investigation (or any statement as to the
results thereof) made by or on behalf of any Agent or any
controlling person of any Agent or the Company, or any officer or
director or any controlling person of the Company, and shall
survive each delivery of and payment for any of the Securities.
11. Suspension or Termination. The provisions of this
-------------------------
Agreement relating to the solicitation of offers to purchase
Securities from the Company may be suspended or terminated at any
time by the Company as to any Agent or by any Agent as to such
Agent upon the giving of written notice of such suspension or
termination to such Agent or the Company, as the case may be. In
the event of such suspension or termination with respect to any
Agent, this Agreement shall remain in full force and effect with
respect to (i) any Agent as to which such suspension or termi-
nation has not occurred, (ii) the rights and obligations of any
party which have previously accrued or which relate to Securities
which are already issued, agreed to be issued or the subject of a
pending offer at the time of such suspension or termination,
(iii) Sections 2(e), 5(d), 5(e), 5(l), 8, 9 and 10 hereof, and
(iv) the obligations of the Company to amend or supplement the
Prospectus, so long as any Agent continues to hold Securities as
principal.
12. Notices. Except as otherwise specifically
-------
provided herein or in the Administrative Procedure, all
statements, requests, notices and advices hereunder shall be in
writing or by telephone, if promptly confirmed in writing, and if
to Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, shall be sufficient in all respects when delivered
or sent by facsimile transmission or registered mail to World
Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn:
MTN Product Management, Facsimile Transmission No. 000-000-0000,
Telephone No. 000-000-0000 and if to PaineWebber Incorporated,
shall be sufficient in all respects when delivered or sent by
facsimile transmission or registered mail to 1285 Avenue of the
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Facsimile
Transmission No. 000-000-0000, Attn: Xxxxx X. Xxxxx; if to the
Company, shall be sufficient in all respects when delivered or
sent by facsimile transmission or registered mail to One Pacific
Square, 000 X.X. Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, Atten-
tion: Chief Financial Officer, with a copy to the General
Counsel, Facsimile Transmission No. 000-000-0000, Telephone No.
000-000-0000; and if to any additional Agent, as set forth in the
Additional Agent Appointment Agreement relating to such Agent.
13. Benefit of Agreement. This Agreement, any
--------------------
Additional Agent Appointment Agreement and any Terms Agreement
shall be binding upon, and inure solely to the benefit of, each
Agent a party hereto and thereto and the Company, and to the
extent provided in Section 8 and Section 10 hereof, the officers
and directors of the Company and any person who controls any
Agent or the Company, and their respective personal
representatives, successors and assigns, and no other person
shall acquire or have any right under or by virtue of this
Agreement, any Additional Agent Appointment Agreement or any
Terms Agreement. No purchaser of any of the Securities through
or from any Agent hereunder shall be deemed a successor or assign
by reason of such purchase.
14. Timing. Time shall be of the essence in this
------
Agreement, any Additional Agent Appointment Agreement and any
Terms Agreement. As used herein, the term "business day" shall
mean any day when banks in New York City are not authorized or
obligated by law or executive order to remain closed.
15. Governing Law. This Agreement, any Additional
-------------
Agent Appointment Agreement and any Terms Agreement shall be
governed by and construed in accordance with the laws of the
State of New York.
16. Descriptive Headings. The descriptive headings of
--------------------
the several paragraphs of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
17. Execution in Counterparts. This Agreement, any
-------------------------
Additional Agent Appointment Agreement and any Terms Agreement
may be executed by any one or more of the parties hereto and
thereto in any number of counterparts, each of which shall be an
original, but all of such respective counterparts shall together
constitute one and the same instrument.
If the foregoing is in accordance with your
understanding, please sign and return to us three counterparts
hereof, whereupon this letter and the acceptance by each of you
hereof shall constitute a binding agreement between the Company
and each of you in accordance with its terms.
Very truly yours,
NORTHWEST NATURAL GAS COMPANY
By:
------------------------------
Senior Vice President,
Finance, and Chief Financial
Officer
Accepted in New York, New York,
as of the date hereof:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: -----------------------------
Title:
PAINEWEBBER INCORPORATED
By: -----------------------------
Title:
ANNEX I
Northwest Natural Gas Company
Administrative Procedure
------------------------
This Administrative Procedure relates to the Securities
defined in the Distribution Agreement, dated . , 1998 (the
"Distribution Agreement"), amongst Northwest Natural Gas Company
(the "Company"), on the one hand, and Xxxxxxx Xxxxx & Co.,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, PaineWebber
Incorporated, and each other person which shall become a party
thereto (each, an "Agent" and, together, the "Agents"), on the
other. Defined terms used herein and not defined herein shall
have the meanings given such terms in the Distribution Agreement
or the Indentures. An Agent, in relation to a purchase of a
Security by a purchaser solicited by such Agent, is referred to
herein as the "Selling Agent" and, in relation to a purchase of a
Security by such Agent as principal other than pursuant to a
Terms Agreement, as the "Purchasing Agent". As used herein, the
term "business day" shall mean any day when banks in New York
City are not authorized or obligated by law or executive order to
remain closed.
The procedures to be followed with respect to the
settlement of sales of Securities directly by the Company to
purchasers solicited by an Agent, as agent, are set forth below.
The terms and settlement details related to a purchase of
Securities by an Agent, as principal, from the Company will be
set forth in a Terms Agreement, pursuant to the Distribution
Agreement, unless the Company and such Agent otherwise shall
agree.
The Company will advise each Agent in writing of those
persons with whom such Agent is to communicate regarding offers
to purchase Securities and the related settlement details.
The order dated July 10, 1998 of the Public Utility
Commission of Oregon (the "OPUC") authorizes the issuance and
sale of the Securities, provided that the Company report at least
two bid quotes for each Security issued and that the Company's
senior debt securities maintain investment grade bond ratings
from at least two nationally recognized statistical rating
organizations. The order dated June 25, 1998 of the Washington
Utilities and Transportation Commission (the "WUTC") establishes
compliance with applicable statutory provisions with respect to
the issuance and sale of the Securities. In addition, such order
of the OPUC authorizes, and such order of the WUTC establishes
compliance with applicable statutory provisions with respect to,
the issuance and sale by the Company (i) only of Securities
bearing interest at fixed rates, established within the maximum
all-in spreads over Benchmark Treasury Yields for various
maturities (determined in accordance with said orders as of the
time the commitment to purchase any Securities is received by the
Company and the Agent) and (ii) of Securities to Agents, as
principal, at 100% of the principal amount thereof less a
percentage not to exceed the commission applicable to an agency
sale of Securities of the same maturity.
As stated in the Company's Prospectus dated . , 1998,
if the terms of any Security, as determined by the Company,
provide that such Security will be redeemable at the option of
the company, such Security will be made redeemable in whole or in
part.
Procedure for Rate Changes:
--------------------------
When a decision has been reached to change the interest
rate on or other variable terms with respect to any Securities
being offered for sale, the Company will promptly advise the
Agents and the Agents will forthwith suspend solicitation of
offers to purchase such Securities. The Agent will telephone the
Company with recommendations as to the changed interest rates or
other variable terms. At such time as the Company advises the
Agents of the new interest rates or other variable terms, the
Agent may resume solicitation of offers to purchase such
Securities. Until such time only "indications of interest" may
be recorded.
Acceptance or Rejection of Offers by Company:
--------------------------------------------
Each Agent will promptly advise the Company by
telephone or other appropriate means of all reasonable offers to
purchase Securities, other than those rejected by such Agent.
Each Agent, in its discretion reasonably exercised, may reject
any offer received by it, in whole or in part. Each Agent also
may make offers to the Company to purchase Securities as a
Purchasing Agent. The Company, in its sole discretion, may
accept any offer to purchase Securities and may reject any such
offer, in whole or in part.
The Company will promptly notify the Selling Agent or
Purchasing Agent, as the case may be, of its acceptance or
rejection of an offer to purchase Securities. If the Company
accepts an offer to purchase Securities, it will confirm such
acceptance in writing to the Selling Agent or Purchasing Agent,
as the case may be.
As mentioned above, the order dated July 10, 1998 of
the OPUC requires that, for each issuance of Securities, the
Company seek and report to the OPUC at least one other bid quote
in addition to the bid that is accepted.
Settlement:
----------
The receipt of immediately available funds by the
Company in payment for a Security and the authentication and
delivery of such Security will, with respect to such Security,
constitute "Settlement."
All offers solicited by a Selling Agent or made by a
Purchasing Agent and accepted by the Company will be settled on a
date (the "Settlement Date") which shall be the third business
day after the date of acceptance of such offer, unless the
Company and the purchaser shall agree to settle (a) on any other
business day after the acceptance of such offer or (b) with
respect to an offer accepted by the Company prior to 10:00 a.m.,
New York City time, on the date of such acceptance.
Settlement Procedures:
---------------------
A. After the acceptance of an offer by the Company, the
Selling Agent or Purchasing Agent, as the case may be, will
communicate the following details of the terms of such offer (the
"Sale Information") to the Company by telephone (confirmed in
writing) or by facsimile transmission or other acceptable written
means:
(1) Principal amount of Securities to be purchased;
(2) Issue Price ("Issue Price" shall mean (i) in the case
of a sale in which an Agent shall act as a Selling
Agent, the price to the purchaser or (ii) in the case
of a sale to an Agent as Purchasing Agent, that
Purchasing Agent's reoffering price);
(3) Selling Agent's commission or, if applicable,
Purchasing Agent's discount (spread between the
reoffering price and Purchasing Agent's purchase
price);
(4) Net proceeds to the Company: (2) minus (3);
(5) Method of and specified funds for payment of purchase
price:
(6) (a) Fixed rate Securities:
(i) interest rate
(ii) interest payment dates
(iii) regular record dates;
(b) Floating rate Securities:
(i) interest rate basis
(ii) initial interest rate
(iii) spread or spread multiplier, if any
(iv) interest rate reset dates
(v) interest rate reset period
(vi) interest payment dates
(vii) initial interest payment date
(viii) interest payment period
(ix) regular record dates
(x) index maturity
(xi) calculation agent
(xii) maximum and minimum interest rates, if any
(xiii) calculation date
(xiv) interest determination dates;
(7) (a) Trade Date;
(b) Interest Commencement Date (Settlement Date unless
otherwise noted; "Issue Date" on Secured Notes);
Time of delivery;
(8) Closing location;
(9) Maturity date;
(10) If redeemable at the Company's option:
(a) whether redeemable (i) in whole or (ii) in whole
or in part;
(b) initial redemption date;
(c) redemption limitation date;
(d) each redemption price and period;
(11) Sinking fund or other retirement provisions;
(12) If repayable at the holder's option:
(a) repayment date;
(b) repayment price;
(c) election period;
(13) The name of the Selling Agent or Purchasing Agent, as
the case may be;
(14) Exact name, address and taxpayer identification number
of party to be the registered owner;
(15) Party to whom Securities are to be delivered;
(16) Denominations of certificates to be delivered at
settlement;
(17) The name of the Company's bank and the account number
for payment of the purchase price;
(18) Whether the Securities to be purchased are Secured
Notes or Unsecured Notes;
(19) Any other significant terms of the Securities or their
offer or sale.
B. After receiving such settlement information from the
Agent, the Company will advise the Trustee of the above
settlement information. The Company will prepare a Pricing
Supplement to the Prospectus and deliver copies to the Agent and
will cause the Trustee to issue, authenticate and deliver
Securities.
If an identical Pricing Supplement has not been
previously filed with the Securities and Exchange Commission (the
"SEC"), the Company will arrange to have transmitted promptly via
XXXXX one copy of the Pricing Supplement (with the appropriate
paragraph under Rule 424(b) and the Registration No. inscribed in
the upper right corner) to the SEC, within the applicable time
period provided in Rule 424(b).
One copy of the Pricing Supplement (with a copy of the cover
letter sent to the SEC if a filing with the SEC is required) will
be sent by facsimile to the Agents as soon as practicable but in
no event later than 12:00 noon on the second day after the Trade
Date at each of the following numbers:
Xxxxxxx Xxxxx & Co. - Tritech Services
00X Xxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Final Prospectus Unit/Xxxxxxx Xxxxxxxxx
Facsimile No. (000) 000-0000/2775/2776;
Phone No. (000) 000-0000
and
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxxx Xxxxx World Headquarters
World Financial Center, Xxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attn: MTN Product Management
Facsimile No. (000) 000-0000; Phone No. (000) 000-0000
and
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Corporate Bond Department
Facsimile No. (000) 000-0000; Phone No. (000) 000-0000
The Company shall supply the Agents as soon as
practicable but in no event later than the Settlement Date with
an adequate supply of Prospectuses and Pricing Supplements at the
above addresses.
In addition, the Company will make any required filings
with the OPUC and WUTC in respect of the Securities that are
issued.
Suspension of Solicitation; Amendment or Settlement:
---------------------------------------------------
Subject to its representations, warranties and
covenants contained in the Distribution Agreement, the Company
may instruct the Agents to suspend solicitation of purchases at
any time. Upon receipt of such instructions, the Agents will
forthwith suspend solicitation of offers to purchase from the
Company until such time as the Company has advised them that
solicitation of offers to purchase may be resumed. If the
Company decides to amend or supplement the Prospectus (other than
to change interest rates or other variable terms with respect to
the offering of the Securities), it will promptly advise the
Agents and will furnish the Agents and their counsel with copies
of the proposed amendment or supplement.
In the event that at the time the solicitation of
offers to purchase from the Company is suspended (other than to
change interest rates or other variable terms) there shall be any
orders outstanding which have not been settled, the Company will
promptly advise the Agents and the Trustee whether such orders
may be settled and whether copies of the Prospectus as
theretofore amended and/or supplemented as in effect at the time
of the suspension may be delivered in connection with the
settlement of such orders. The Company will have the sole
responsibility for such decision and for any arrangements which
may be made in the event that the Company determines that such
orders may not be settled or that copies of such Prospectus may
not be so delivered.
Delivery of Confirmation and Prospectus to
Purchaser by Selling Agent:
------------------------------------------
The Selling Agent will deliver to the purchaser of a
Security a written confirmation of the sale and delivery and
Payment instructions. In addition, the Selling Agent will
deliver to such purchaser or its agent the Prospectus as amended
or supplemented (including the Pricing Supplement) relating to
such Security prior to delivery to such purchaser or its agent
of, or together with, the earlier to be delivered of (a) the
confirmation of sale or (b) the Security.
Instruction from Company to Trustee
for Preparation of Securities:
-----------------------------------
After receiving the Sale Information from the Selling
Agent or Purchasing Agent, as the case may be, the Company will
communicate such Sale Information to the Mortgage Trustee or the
Indenture Trustee, as the case may be, by telephone (confirmed in
writing, by facsimile transmission or by other acceptable written
means).
The Company will instruct such Trustee by telephone
(confirmed in writing, by facsimile transmission or by other
acceptable written means) to authenticate and deliver the
Securities no later than 2:15 p.m., New York City time, on the
Settlement Date. Such instruction will be given by the Company
prior to 3:00 p.m., New York City time, on the business day prior
to the Settlement Date, unless the Settlement Date is the date of
acceptance by the Company of the offer to purchase Securities, in
which case such instruction will be given by the Company to the
Trustee by 10:00 a.m., New York City time, on the Settlement
Date.
Procedures for Book-Entry Securities:
------------------------------------
In connection with Securities issued in book-entry form
and maintained in the book-entry system of The Depository Trust
Company ("DTC"), (i) the Company and the Trustee shall act in
accordance with the letters of representation (relating to the
Secured Notes and the Unsecured Notes, respectively) from the
Company and the Trustee to DTC, as the same may be amended,
supplemented or otherwise modified from time to time, and (ii)
the Trustee shall act in accordance with one or more Medium-Term
Note Certificate Agreements, relating to the Securities, between
the Trustee and DTC, as the same may be amended, supplemented or
otherwise modified from time to time, and in accordance with its
obligations as a participant in DTC.
The beneficial owner of a Security issued in book-entry
form (or one or more indirect participants in DTC designated by
such owner) will designate one or more participants in DTC (with
respect to such Security issued in book-entry form, the
"Participants") to act as agent for such beneficial owner in
connection with the book-entry system maintained by DTC, and DTC
will record in book-entry form, in accordance with instructions
provided by such Participants, a credit balance with respect to
such Security issued in book-entry form in the account of such
Participants. The ownership interest of such beneficial owner in
such Security issued in book-entry form will be recorded through
the records of such Participants or through the separate records
of such Participants and one or more indirect participants in
DTC.
Transfers of a Book-Entry Security will be accomplished
by book entries made by DTC and, in turn, by Participants (and in
certain cases, one or more indirect participants in DTC) acting
on behalf of beneficial transferors and transferees of such
Book-Entry Security.
Beneficial interests in the Securities may be
purchased, owned and transferred only in denominations of $1,000
or any integral multiple of $1,000.
Preparation and Delivery of Securities by
Trustee and Receipt of Payment Therefor:
---------------------------------------
Certificated Securities
-----------------------
The Company will instruct the Mortgage Trustee or the
Indenture Trustee, as the case may be, to:
(i) Prepare each Security and appropriate receipts
that will serve as the documentary control of the
transaction.
(ii) In the case of a sale of Securities to a purchaser
solicited by a Selling Agent, by 2:15 p.m., New
York City time, on the Settlement Date, deliver
the Securities to such Selling Agent, at the
address listed below, for the benefit of the
purchaser of such Securities against delivery by
such Selling Agent of a receipt therefor. (On the
Settlement Date, such Selling Agent will deliver
payment for such Securities in immediately
available funds to the Company's account at a bank
designated by the Company and included as a part
of the Sale Information provided by the Selling
Agent in an amount equal to the net proceeds to
the Company; provided that the Selling Agent
reserves the right to withhold payment for which
it shall not have received funds from the
purchaser.)
(iii) In the case of a sale of Securities to a
Purchasing Agent, by 2:15 p.m., New York City
time, on the Settlement Date, deliver the
Securities to such Purchasing Agent, at the
address listed below, against delivery of payment
therefor. (On the Settlement Date, such Purchasing
Agent will deliver payment for such Securities in
immediately available funds to the Company's
account at a bank designated by the Company and
included as a part of the Sale Information
provided by the Purchasing Agent in an amount
equal to the net proceeds to the Company.)
(iv) Complete the 4-ply Security and deliver three
copies thereof as follows:
1. Security with Agent's customer confirmation.
2. Copy 1 - for Trustee.
3. Copy 2 - for Agent.
4. Copy 3 - for Company.
(v) With respect to each sale, deliver the Securities
and Copies 1 and 2 thereof to the appropriate
Agent at the following address:
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxx, X.X.X.X. Window
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx Xxxxxxxx
Phone No. (000) 000-0000
or
PaineWebber Incorporated,
0000 Xxxxxx of the Americas
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Bond Department
as the case may be, or to any other Agent as
directed by such Agent. (The Agent will
acknowledge receipt of the Security, will keep
Copy 2 and will return Copy 1 to the Trustee.
Delivery of the Security by the Trustee will be
made only against such acknowledgment of receipt.
Prior to the first settlement date, the Trustee or
the Company shall have sent a letter to Xxxxxxx
Xxxxx Clearance Operations, PaineWebber
Incorporated or any other Agent, as the case may
be, containing standard wire instructions for the
net proceeds of each Security, addressed as
follows:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
or
PaineWebber Incorporated
0000 Xxxxxx of the Americas
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Bond Department
as the case may be, or as directed by such other
Agent.)
(vi) Send Copy 3 to the Company.
Book-Entry Securities
---------------------
A. The Company will assign a CUSIP number to the
Book-Entry Security representing such Security and then advise
the Trustee by electronic transmission of the Sale Information
received from the Agent, such CUSIP number and the name of such
Agent.
B. The Trustee will communicate to DTC and the Agent
through DTC's Participant Terminal System, a pending deposit
message specifying the following settlement information:
(1) The following Sale Information with respect to each
Security:
(a) Taxpayer identification number of the purchaser.
(b) Principal amount of the Security.
(c) Fixed Rate Securities:
(i) interest rate;
(ii) interest payment dates; and
(iii) regular record dates.
(d) Floating Rate Securities:
(i) interest rate basis;
(ii) initial interest rate;
(iii) spread or spread multiplier, if any;
(iv) interest rate reset dates;
(v) interest rate reset period;
(vi) interest payment dates;
(vii) interest payment period;
(viii) regular record dates
(ix) index maturity;
(x) calculation agent;
(xi) maximum and minimum interest rates, if
any;
(xii) calculation date; and
(xiii) interest determination dates.
(e) Issue price.
(f) Trade date.
(g) Interest Commencement Date, which shall be the
Settlement Date unless otherwise noted ("Issue
Date" on Secured Notes).
(h) Maturity date.
(i) Net proceeds to the Company.
(j) Agent's commission.
(k) Redemption provisions, if any.
(l) Repayment provisions, if any.
(2) Identification numbers of the participant accounts
maintained by DTC on behalf of the Trustee and the
Agent.
(3) Identification as a Fixed Rate Book-Entry Security or
Floating Rate Book-Entry Security.
(4) Initial Interest Payment Date for such Security, number
of days by which such date succeeds the related record
date for DTC purposes (or, in the case of Floating Rate
Securities which reset daily or weekly, the date five
calendar days preceding the Interest Payment Date) and,
if then calculable, the amount of interest payable on
such Interest Payment Date (which amount shall have
been confirmed by the Trustee).
(5) CUSIP number of the Book-Entry Security representing
such Security.
(6) Whether such Book-Entry Security represents any other
Securities issued or to be issued in book-entry form.
C. The Company will complete and deliver to the Trustee a
Book-Entry Security representing such Security in a form that has
been approved by the Company, the Agents and the Trustee.
D. The Trustee will authenticate the Book-Entry Security
representing such Security.
E. DTC will credit such Security to the participant
account of the Trustee maintained by DTC.
F. The Trustee will enter a Same-Day Funds Settlement
System ("SDFS") deliver order through DTC's Participant Terminal
System instructing DTC (i) to debit such Security to the
Trustee's participant account and credit such Security to the
participant account, maintained by DTC, of the Agent which
presented to the Company the offer to purchase such Security
which was accepted by the Company (the "Presenting Agent") and
(ii) to debit the settlement account of the Presenting Agent and
credit the settlement account of the Trustee maintained by DTC,
in an amount equal to the price of such Security less such
Agent's commission.
G. The Presenting Agent will enter an SDFS deliver order
through DTC's Participant Terminal System instructing DTC (i) to
debit such Security to the Presenting Agent's participant account
and credit such Security to the participant account of the
Participants maintained by DTC and (ii) to debit the settlement
accounts of such Participants and credit the settlement account
of the Presenting Agent maintained by DTC, in an amount equal to
the initial public offering price of such Security.
H. Transfer of funds in accordance with SDFS deliver
orders described in Settlement Procedures F and G will be settled
in accordance with SDFS operating procedures in effect on the
Settlement Date.
I. The Trustee will credit to an account of the Company
maintained at the Trustee funds available for immediate use in
the amount transferred to the Trustee in accordance with
Settlement Procedure F.
J. The Trustee will send a copy of the Book-Entry Security
by first class mail to the Company together with a statement
setting forth the principal amount of Securities Outstanding as
of the related Settlement Date after giving effect to such
transaction and all other offers to purchase Securities of which
the Company has advised the Trustee but which have not yet been
settled.
K. The Agent will confirm the purchase of such Security to
the purchaser either by transmitting to the Participant with
respect to such Security a confirmation order through DTC's
Participant Terminal System or by mailing a written confirmation
to such purchaser.
L. Settlement Procedures Timetable:
(1) For orders of Securities accepted by the Company,
Settlement Procedures A through K shall be
completed as soon as possible but not later than
the respective times (New York City time) set
forth below:
Settlement
Procedure Time
--------- ----
A 11:00 a.m. on the trade date
B 2:00 p.m. on the trade date
C 3:00 p.m. on the Business
Day before Settlement Date
D 9:00 a.m. on Settlement Date
E 10:00 a.m. on Settlement Date
F-G No later than 2:00 p.m. on
Settlement Date
H 4:45 p.m. on Settlement Date
I-K 5:00 p.m. on Settlement Date
(2) If a sale is to be settled more than one Business Day
after trade date, Settlement Procedures A and B may, if
necessary, be completed at any time prior to the
specified times on the first Business Day after such
trade date. In connection with a sale which is to be
settled more than one Business Day after the trade
date, if the initial interest rate for a Floating Rate
Security is not known at the time that the Sale
Information is given by the Presenting Agent to the
Company, Settlement Procedures A and B shall be
completed as soon as such rates have been determined,
but no later than 11:00 a.m. and 2:00 p.m., New York
City time, respectively, on the second Business Day
before the Settlement Date. Settlement Procedure H is
subject to extension in accordance with any extension
of Fedwire closing deadlines and in the other events
specified in the SDFS operating procedures in effect on
the Settlement Date.
(3) If settlement of a Security issued in book-entry form
is rescheduled or canceled, the Trustee will deliver to
DTC, through DTC's Participant Terminal System, a
cancellation message to such effect by no later than
2:00 p.m., New York City time, on the Business Day
immediately preceding the scheduled Settlement Date.
Failure of Purchaser to Pay Selling Agent:
-----------------------------------------
Certificated Securities
-----------------------
If a purchaser shall fail to make payment to the
Selling Agent for any Security, the net proceeds to the Company
which, theretofore, shall have been paid by the Selling Agent to
the Company, the Selling Agent will promptly notify the Mortgage
Trustee or the Indenture Trustee, as the case may be, and the
Company of such failure by telephone, promptly confirmed in
writing or by facsimile transmission or by other acceptable
written means. The Selling Agent promptly will return such
Security to such Trustee. Promptly upon receipt of such Security
by such Trustee, the Company will return to the Selling Agent an
amount equal to the amount previously paid to the Company in
respect of such Security. Such Trustee will cancel any Security
in respect of which such a failure shall occur, make appropriate
entries in its records and, unless otherwise instructed by the
Company, destroy such Security.
Book-Entry Securities
---------------------
If the Trustee fails to enter an SDFS deliver order
with respect to a Book-Entry Security issued in book-entry form
pursuant to paragraph F above, the Trustee may deliver to DTC,
through DTC's Participant Terminal System, as soon as practicable
a withdrawal message instructing DTC to debit such Security to
the participant account of the Trustee maintained at DTC. DTC
will process the withdrawal message, provided that such
participant account contains a principal amount of the Book-Entry
Security representing such Security that is at least equal to the
principal amount to be debited. If withdrawal messages are
processed with respect to all the Securities represented by a
Book-Entry Security, the Trustee will xxxx such Book-Entry
Security "canceled", make appropriate entries in its records and
send such canceled Book-Entry Security to the Company. The CUSIP
number assigned to such Book-Entry Security shall, in accordance
with CUSIP Service Bureau procedures, be canceled and not
immediately reassigned. If withdrawal messages are processed
with respect to a portion of the Securities represented by a
Book-Entry Security, the Trustee will exchange such Book-Entry
Security for two Book-Entry Securities, one of which shall
represent the Book-Entry Securities for which withdrawal messages
are processed and shall be canceled immediately after issuance,
and the other of which shall represent the other Securities
previously represented by the surrendered Book-Entry Security and
shall bear the CUSIP number of the surrendered Book-Entry
Security.
If the purchase price for any Book-Entry Security is
not timely paid to the Participants with respect to such Security
by the beneficial purchaser thereof (or a person, including an
indirect participant in DTC acting on behalf of such purchaser),
such Participants and, in turn, the related Agent may enter SDFS
deliver orders through DTC's Participant Terminal System
reversing the orders entered pursuant to paragraphs F and G
above, respectively. Thereafter, the Trustee will deliver the
withdrawal message and take the related actions described in the
preceding paragraph. If such failure shall have occurred for any
reason other than default by the applicable Agent to perform its
obligations hereunder or under the Distribution Agreement, the
Company will reimburse such Agent on an equitable basis for its
loss of the use of funds during the period when the funds were
credited to the account of the Company.
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Security, DTC may take any
actions in accordance with its SDFS operating procedures then in
effect. In the event of a failure to settle with respect to a
Security that was to have been represented by a Book-Entry
Security also representing other Securities, the Trustee will
provide, in accordance with paragraphs C and D above, for the
authentication and issuance of a Book-Entry Security representing
such remaining Securities and will make appropriate entries in
its records.
ANNEX II
Northwest Natural Gas Company
Medium-Term Notes
Terms Agreement
---------------
[Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Xxxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000]
[PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000]
[Name of additional Agents, if any]
Dear Sirs:
Subject to the terms and conditions set forth herein
and, to the extent provided below, in the Distribution Agreement,
dated , 1998 (the "Distribution Agreement"), amongst
---------
Northwest Natural Gas Company (the "Company"), on the one hand,
and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, PaineWebber Incorporated and each other person
which shall become a party to the Distribution Agreement (each an
"Agent" and, together, the "Agents"), on the other, the Company
proposes to issue and sell to [Xxxxxxx Xxxxx & Co., Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] [PaineWebber
Incorporated] [Name of other Agent] the Securities (as defined in
the Distribution Agreement) specified in the Schedule hereto (the
"Purchased Securities"), at the time, place and purchase price
and upon the terms and conditions set forth in such Schedule.
Each of the provisions of the Distribution Agreement not
specifically related to the solicitation by the Agents, as agents
of the Company, of offers to purchase Securities is incorporated
herein by reference, and shall be deemed to be part of this Terms
Agreement to the same extent as if such provisions had been set
forth herein.
Each of the representations and warranties set forth in
the Distribution Agreement shall be deemed to have been made by
the Company at and as of the date of this Terms Agreement, except
that each such representation and warranty which makes reference
to the Prospectus shall be deemed to be a representation and
warranty as of the date of the Distribution Agreement in relation
to the Prospectus (as therein defined), and also a representation
and warranty as of the date of this Terms Agreement in relation
to the Prospectus as amended and supplemented with respect to the
Purchased Securities.
A supplement to the Prospectus relating to the
Purchased Securities, in the form heretofore delivered to and
approved by you, is now proposed to be filed with the Commission
in accordance with Rule 424(b) under the Act.
Subject to the terms and conditions set forth herein
and to those of the Distribution Agreement incorporated herein by
reference, the Company agrees to issue and sell to [Xxxxxxx Xxxxx
& Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated]
[PaineWebber Incorporated] [Name of other Agent] and [Xxxxxxx
Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated]
[PaineWebber Incorporated] [Name of other Agent] agrees to
purchase from the Company the Purchased Securities, at the time
and place, in the principal amount and at the purchase price set
forth in the Schedule hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us three counterparts
hereof, whereupon this letter, including those provisions of the
Distribution Agreement incorporated herein by reference, shall
constitute a binding agreement between you and the Company.
NORTHWEST NATURAL GAS COMPANY
By:
------------------------------------
Title:
Accepted in New York, New York,
as of the date hereof:
[XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By:
-------------------------------------------
Title: ]
[PAINEWEBBER INCORPORATED
By:
-------------------------------------------
Title: ]
[Name of other Agent, if any]
Schedule to Annex II
Title of Purchased Securities:
-----------------------------
Aggregate Principal Amount: $
--------------------------
Price to Public:
---------------
Purchase Price by [Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce,
-----------------
Xxxxxx & Xxxxx Incorporated] [PaineWebber Incorporated] [Name of
other Agent]:
% of the principal amount of the Purchased Securities
[, plus accrued interest from to ] [and accrued
amortization of discount from to ]
Method of and Specified Funds for Payment of Purchase Price:
-----------------------------------------------------------
[By certified or official bank check or checks, payable
to the order of the Company, in [[New York Clearing House]
[immediately available] funds]
[By wire transfer to a bank account specified by the
Company in [next day] [immediately available] funds]
Indenture: [Mortgage] [Note Indenture]
---------
Interest Commencement Date which shall be the Settlement Date
unless otherwise noted ("Issue Date" on Secured Notes):
-------------------------------------------------------------
Time of Delivery:
----------------
Closing Location:
----------------
Stated Maturity Date:
--------------------
Interest Rate or Rates (or Method of Determining Interest):
----------------------------------------------------------
Interest Payment Dates: [months and dates]
----------------------
Initial Interest Payment Date:
-----------------------------
Regular Record Dates:
--------------------
Redeemable at Company's Option: Yes ___ No ___
------------------------------
In Whole: Yes___ No___
In Part: Yes___ No___
Initial Redemption Date:
-----------------------
Redemption Limitation Date:
--------------------------
Initial Redemption Price:
------------------------
Reduction Percentage:
--------------------
Sinking Fund or Other Retirement Provisions, if any:
---------------------------------------------------
Repayable at Option of Holder: Yes ___ No ___
-----------------------------
Repayment Date:
--------------
Repayment Price:
---------------
Election Period:
---------------
Documents to be Delivered as a Condition to the Closing:
-------------------------------------------------------
[(1) The opinion of counsel to the Agents referred to in
Section 5(h)]
[(2) The opinion of counsel to the Company referred to in
Section 5(i)(i)]
[(3) The opinion of counsel to the Company referred to in
Section 5(i)(ii)]
[(4) The opinion of counsel to the Company referred to in
Section 5(i)(iii)]
[(5) The accountants letter referred to in Section 5(j)]
[(6) The officers certificate referred to in Section
5(i)(iv)]
Other Provisions (including Syndicate Provisions,
if applicable):
-------------------------------------------------
ANNEX III
[Letterhead of Xxxx X. Xxxxxx]
. , 1998
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
With reference to the issuance and sale from
time-to-time by Northwest Natural Gas Company (the "Company"),
pursuant to the Distribution Agreement, dated . , 1998 (the
"Agreement"), between the Company and each of you, of not to
exceed $143,000,000 in aggregate principal amount of (i) the
Company's First Mortgage Bonds, designated Secured Medium-Term
Notes, Series B (the "Secured Notes") to be issued under the
Company's Mortgage and Deed of Trust, dated as of July 1, 1946,
to Bankers Trust Company (the "Corporate Trustee") and R.G. Page
(Xxxxxxx Xxxx, successor), as trustees, as supplemented by twenty
supplemental indentures (such Mortgage and Deed of Trust, as so
supplemented, being hereinafter called the "Mortgage"), and (ii)
the Company's Unsecured Medium-Term Notes, Series B (the
"Unsecured Notes"), to be issued under the Company's Indenture,
dated as of June 1, 1991 (the "Indenture"), to Bankers Trust
Company, as trustee (the "Indenture Trustee") (the Secured Notes
and the Unsecured Notes being hereinafter collectively referred
to as the "Notes"), and the appointment of each of you as agents
of the Company pursuant to the Agreement for the purposes of
soliciting and receiving offers to purchase Notes, as agents, and
purchasing Notes, as principals, from the Company, please be
advised that, as General Counsel of the Company, I have
participated in the preparation of or reviewed (a) the Restated
Articles of Incorporation, as amended, and Bylaws, as amended, of
the Company; (b) the Mortgage; (c) the Indenture; (d) the
Agreement; (e) the registration statement (File No. 333-15323)
(the "Initial Registration Statement"), filed by the Company with
the Securities and Exchange Commission (the "SEC") for the
registration under the Securities Act of 1933, as amended (the
"1933 Act"), of $150,000,000 of the Notes, of which $43,000,000
remain unsold, and for the qualification under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of
the Mortgage and the Indenture, which Initial Registration
Statement became effective on April 24, 1997; (f) the
registration statement (File No. 333- . ) (the "Subsequent
Registration Statement"), filed by the Company with the SEC for
the registration under the 1933 Act of an additional $100,000,000
of the Notes, and for the qualification under the Trust Indenture
Act of the Mortgage and the Indenture, which Subsequent
Registration Statement became effective on . , 1998; (g) the
combined prospectus relating to the Notes constituting a part of
the Subsequent Registration Statement in the form in which the
Subsequent Registration Statement became effective, or if such
combined prospectus has been amended or supplemented subsequent
to such effectiveness, as so amended and supplemented, including
the documents incorporated therein by reference pursuant to Item
12 of Form S-3 (the "Prospectus"); (h) the proceedings before the
Public Utility Commission of Oregon (the "OPUC") and the
Washington Utilities and Transportation Commission (the "WUTC")
relating to the issuance and sale of the Notes; and (i) the
records of various corporate and other proceedings relating to
the authorization, issuance and sale of the Notes. I have also
examined such other documents and satisfied myself as to such
other matters as I have deemed necessary in order to render this
opinion. I have not examined the Notes, except specimens
thereof.
In preparation of this opinion, I have examined
originals or photostatic certified copies of such certificates,
agreements, documents and other papers, and have made such
inquiries and investigations of law, as I deemed appropriate and
necessary for the opinion hereinafter set forth. In my
examination, I have assumed the authenticity of all documents
submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to
certain matters of fact material to the opinion expressed herein,
I have relied upon certificates of various corporate officers of
the Company and public officials. I assume the accuracy of the
material and factual matters contained therein.
I am of the opinion that:
(1) The Company is a validly organized and existing
corporation in good standing under the laws of the State of
Oregon, is authorized to transact business in the State of
Washington, and has power (corporate and other) to own its
properties and conduct its business as described in the
Prospectus.
(2) The Company holds valid and subsisting franchises,
licenses, permits and consents, free from burdensome
restrictions and adequate for the conduct of its business,
as and to the extent set forth in the Prospectus.
(3) The Agreement has been duly and validly
authorized, executed and delivered by the Company.
(4) The Mortgage and the Indenture have been duly and
validly authorized by all necessary corporate action, have
been duly and validly executed and delivered, and are valid
and binding instruments enforceable in accordance with their
terms, subject, as to enforcement, to laws and principles of
equity relating to or affecting generally the enforcement of
creditors rights, including, without limitation, bankruptcy
and insolvency.
(5) The Mortgage constitutes a first security interest
on all of the personal properties and fixtures owned by the
Company that are described in the Mortgage and are intended
to be subject to the lien thereof, subject only to Excepted
Encumbrances (as defined in the Mortgage); and the
description in the Mortgage of such properties and fixtures
is adequate to constitute the Mortgage a security
interest thereon.
(6) The Company has good and sufficient title to all
of the real properties owned by the Company that are
described in the Mortgage and intended to be subject to the
lien thereof, subject only to Excepted Encumbrances (as
defended in the Mortgage) and to minor defects and
irregularities of the nature customarily found in properties
of like size and character; the description in the Mortgage
of such properties is adequate to constitute the Mortgage a
lien thereon; and the Mortgage is a valid first mortgage
lien on such properties, subject to the exceptions noted
above in this paragraph (6).
(7) The form of the Secured Notes has been duly
authorized and has been established in conformity with the
provisions of the Mortgage; the form of the Unsecured Notes
bearing interest at a fixed rate, has been duly authorized
and has been established in conformity with the provisions
of the Indenture; and the form of the Unsecured Notes,
bearing interest at a variable rate or not bearing interest,
when set forth in a Company Order or Orders (as defined in
the Indenture) or established by procedures acceptable to
the Indenture Trustee specified in a Company Order or
Orders, will have been duly authorized and will have been
established in conformity with the provisions of the
Indenture.
(8) The Secured Notes have been duly authorized by the
resolutions adopted by the Board of Directors on May 27,
1993, September 26, 1996, April 24, 1997 and February 26,
1998 (the "Board Resolutions"), and when the terms of the
Secured Notes shall have been determined as contemplated by
and in accordance with the Mortgage, the Board Resolutions
and written orders or instructions evidencing determinations
by officers of the Company, such terms will have been duly
authorized by the Company and will have been established in
conformity with the terms of the Mortgage.
(9) The Unsecured Notes have been duly authorized by
the Board Resolutions, and when the terms of the Unsecured
Notes shall have been determined as contemplated by and in
accordance with the Indenture, the Board Resolutions and, to
the extent required by the Indenture and the Board
Resolutions, by Officers' Certificates (as defined in the
Indenture), Company Orders and procedures acceptable to the
Indenture Trustee specified in such Company Orders, such
terms will have been duly authorized by the Company and will
have been established in conformity with the terms of the
Indenture.
(10) The Notes, when (a) executed by the Company, (b)
completed, authenticated and delivered by the Corporate
Trustee or the Indenture Trustee, as the case may be, (c)
issued and delivered by the Company and (d) paid for, all as
contemplated by and in accordance with the Mortgage, in the
case of Secured Notes, the Indenture, in the case of
Unsecured Notes, the Board Resolutions, and (to the extent
required by the Mortgage or the Indenture and the Board
Resolutions) Officers' Certificates, Company Orders,
procedures acceptable to the Indenture Trustee specified in
such Company Orders, written orders or instructions
evidencing determinations by the officers of the Company,
the Agreement, the Administrative Procedure (as defined in
the Agreement), and Terms Agreements (as defined in the
Agreement), if any, will be duly issued under the Mortgage
or the Indenture, as the case may be, and will constitute
valid and legally binding obligations of the Company,
entitled to the benefits provided by the Mortgage or the
Indenture, as the case may be, and enforceable in accordance
with their terms, subject, as to enforcement, to laws and
principles of equity relating to or affecting generally the
enforcement of creditors' rights, including, without
limitation, bankruptcy and insolvency, and, in the case of
the Secured Notes, entitled to the benefit of the security
afforded by the Mortgage.
(11) The issuance and sale of the Notes, the compliance
by the Company with all of the provisions of the Notes, the
Mortgage, the Indenture and the Agreement and the
consummation of the transactions contemplated by the
Agreement will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under,
any statute, any indenture, mortgage, deed of trust or other
agreement or instrument known to me to which the Company is
a party or by which it is bound or to which any of the
property of the Company is subject, the Company's Restated
Articles of Incorporation, as amended, or Bylaws, as
amended, or any order, rule or regulation known to me of any
court or governmental agency or body having jurisdiction
over the Company or any of its properties.
(12) The OPUC has issued orders authorizing, and the
WUTC has issued orders establishing compliance with
applicable statutory provisions with respect to, the
issuance and sale by the Company of the Notes; and no
further approval, authorization, consent or other order of
any public board or body (other than in connection or in
compliance with the provisions of the securities or blue sky
laws of any jurisdiction) is legally required for the
issuance and sale of the Notes on the terms and conditions
set forth in the Agreement.
(13) The statements of Oregon and Federal law (other
than the 1933 Act, the Securities Exchange Act of 1934 and
the Trust Indenture Act), and legal conclusions based
thereon, contained in, or in the documents incorporated by
reference in, the Prospectus have been reviewed by me and
are correct (except to the extent that any statement
contained in a document incorporated or deemed to be
incorporated by reference in the Prospectus may be deemed to
be modified or superseded in the Prospectus or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in the Prospectus).
(14) Except as described in the Prospectus, there are
no pending material legal or governmental proceedings and,
to my knowledge, no material threatened legal or
governmental proceedings, to which the Company is a party or
of which any of the property of the Company is subject,
other than ordinary routine litigation incidental to the
kind of business conducted by the Company.
In the course of the preparation by the Company of the
Initial and the Subsequent Registration Statements and the
Prospectus, I had conferences with certain officers and employees
of the Company, but I have made no independent verification of
the accuracy or completeness of the representations and
statements made to me by such person or the information included
by the Company in either of such Registration Statements and the
Prospectus, and take no responsibility therefor, except as forth
in paragraph 12 hereof. However, my examination of such
Registration Statements and the Prospectus and my discussions in
the above-mentioned conferences did not disclose to me any
information which gives me reason to believe that, when each of
the Initial and Subsequent Registration Statements became
effective, it contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that,
as of the date of this opinion, the Prospectus includes an untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
provided, that I do not express any belief as to the financial
statements or other financial or statistical data contained in
such Registration Statements or the Prospectus, or as to the
Forms T-1 or T-2, or as to any information contained therein
furnished to the Company in writing by any of you expressly for
use therein.
This opinion is limited to the facts and law at the
date hereof. In rendering the opinions set forth in paragraphs
10, 11 and 12 above, I have necessarily assumed that, at the time
of any issuance, sale and delivery of a Note (i) the Board of
Directors of the Company (or any committee thereof acting
pursuant to authority properly delegated to such committee by the
Board of Directors) has not taken any action to rescind or
otherwise reduce its prior authorization of the issuance of the
Notes and an officer of the Company, as stated in the resolutions
of the Board of Directors (or any such committee) relating to the
Notes, has executed and delivered such Notes, (ii) the orders of
the OPUC and the WUTC with respect to the Notes remain in full
force and effect and have not been modified or amended by the
OPUC or the WUTC, respectively, and the Company complies with the
terms of such orders and (iii) the orders of the SEC with respect
to the Initial Registration Statement, the Subsequent
Registration Statement, the Mortgage and the Indenture remain in
full force and effect and have not been modified or amended by
the SEC.
I am a member of the bar of the State of Oregon and do
not hold myself out as an expert on the laws of the State of
Washington, the State of New York or Federal securities laws.
Accordingly, in rendering this opinion, I have relied, with your
consent, as to certain matters of Washington law, upon the
opinion of even date herewith addressed to you by Stoel Rives
LLP, special Washington counsel to the Company, and, as to all
matters governed by the laws of the State of New York, the 1933
Act, the Securities Exchange Act of 1934 and the Trust Indenture
Act, upon the opinion of even date herewith addressed to you by
Xxxxxx Xxxx & Priest LLP, New York, New York, counsel for the
Company. In rendering this opinion, I have made such reviews of
the laws of the State of Washington as I believe to be necessary
to satisfy myself as to questions of Washington law which are not
addressed by the opinion of Stoel Rives LLP.
You, the Trustees and, as to matters governed by the
laws of the State of Oregon, Xxxxxx Xxxx & Priest LLP and your
counsel may rely upon this opinion in connection with the
issuance and sale of the Notes. Neither you nor any of them may
rely upon this opinion for any other purpose, and no other person
may rely upon this opinion for any purpose without, in each case,
my prior written consent.
Very truly yours,
Xxxx X. Xxxxxx, Esq.
ANNEX IV
[Letterhead of Xxxxxx Xxxx & Priest LLP]
. , 1998
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
With reference to the issuance and sale from time--
to-time by Northwest Natural Gas Company (the "Company"),
pursuant to the Distribution Agreement, dated . , 1998 (the
"Agreement"), between the Company and each of you, of not to
exceed $143,000,000 in aggregate principal amount of (i) the
Company's First Mortgage Bonds, designated Secured Medium-Term
Notes, Series B (the "Secured Notes"), to be issued under the
Company's Mortgage and Deed of Trust, dated as of July 1, 1946,
to Bankers Trust Company (the "Corporate Trustee") and R.G. Page
(Xxxxxxx Xxxx, successor), as trustees, as supplemented by twenty
supplemental indentures (such Mortgage and Deed of Trust, as so
supplemented, being hereinafter called the "Mortgage"), and (ii)
the Company's Unsecured Medium-Term Notes, Series B (the
"Unsecured Notes"), to be issued under the Company's Indenture,
dated as of June 1, 1991 (the "Indenture"), to Bankers Trust
Company, as trustee (the "Indenture Trustee") (the Secured Notes
and the Unsecured Notes being hereinafter collectively referred
to as the "Notes"), and the appointment of each of you as agents
of the Company pursuant to the Agreement for the purposes of
soliciting and receiving offers to purchase Notes, as agents, and
purchasing Notes, as principals, from the Company, please be
advised that, as counsel to the Company, we have participated in
the preparation of or reviewed (a) the Restated Articles of
Incorporation, as amended, and Bylaws, as amended, of the
Company; (b) the Mortgage; (c) the Indenture; (d) the Agreement;
(e) the registration statement (File No. 333-15323) (the "Initial
Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "SEC") for the
registration under the Securities Act of 1933, as amended (the
"1933 Act"), of $150,000,000 of the Notes, of which $43,000,000
remain unsold, and for the qualification under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of
the Mortgage and the Indenture, which Initial Registration
Statement became effective on April 24, 1997; (f) the
registration statement (File No. 333- . ) (the "Subsequent
Registration Statement"), filed by the Company with the SEC for
the registration under the 1933 Act of an additional $100,000,000
of the Notes, and for the qualification under the Trust Indenture
Act of the Mortgage and the Indenture, which Subsequent
Registration Statement became effective on . , 1998; (g) the
combined prospectus relating to the Notes constituting a part of
the Subsequent Registration Statement in the form in which it
became effective, or if such combined prospectus has been amended
or supplemented subsequent to such effectiveness, as so amended
or supplemented, including the documents incorporated therein by
reference pursuant to Item 12 of Form S-3 (the "Prospectus"); (h)
the records of the proceedings before the Public Utility
Commission of Oregon (the "OPUC") and the Washington Utilities
and Transportation Commission (the "WUTC") relating to the
issuance and sale of the Notes; and (i) the records of various
corporate and other proceedings relating to the authorization,
issuance and sale of the Notes. We have also examined such other
documents and satisfied ourselves as to such other matters as we
have deemed necessary in order to render this opinion. We have
not examined the Notes, except specimens thereof.
In the preparation of this opinion, we have examined
originals or photostatic or certified copies of such
certificates, agreements, documents and other papers, and have
made such inquiries and investigations of law, as we deemed
appropriate and necessary for the opinion hereinafter set forth.
In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such latter documents. As to certain matters of fact material to
the opinion expressed herein, we have relied upon certificates of
various corporate officers of the Company and public officials.
We assume the accuracy of the material and factual matters
contained therein.
We are of the opinion that:
1. The Company is a validly organized and existing
corporation in good standing under the laws of the State Of
Oregon, and is authorized to transact business in the State of
Washington.
2. The Agreement has been duly and validly
authorized, executed and delivered by the Company.
3. The Mortgage and the Indenture have been duly and
validly authorized by all necessary corporate action, have been
duly and validly executed and delivered, have been duly qualified
under the Trust Indenture Act, and are valid and binding
instruments enforceable in accordance with their terms, subject,
as to enforcement, to laws and principles of equity relating to
or affecting generally the enforcement of creditors' rights,
including, without limitation, bankruptcy and insolvency.
4. The form of the Secured Notes has been duly
authorized and has been established in conformity with the
provisions of the Mortgage and conforms to the description
thereof contained in the Prospectus; the form of the Unsecured
Notes, bearing interest at a fixed rate, has been duly authorized
and has been established in conformity with the provisions of the
Indenture and conforms to the description thereof contained in
the Prospectus; and the form of the Unsecured Notes, bearing
interest at a variable rate or not bearing interest, when set
forth in a Company Order or Orders (as defined in the Indenture)
or established by procedures acceptable to the Indenture Trustee
specified in a Company Order or Orders, will have been duly
authorized and will have been established in conformity with the
provisions of the Indenture.
5. The Secured Notes have been duly authorized by the
resolutions adopted by the Board of Directors on May 27, 1993,
September 26, 1996, April 24, 1997 and February 26, 1998 (the
"Board Resolutions"), and when the terms of the Secured Notes
shall have been determined as contemplated by and in accordance
with the Mortgage, the Board Resolutions and written orders or
instructions evidencing determinations by Officers of the
Company, such terms will have been duly authorized by the Company
and will have been established in conformity with the terms of
the Mortgage.
6. The Unsecured Notes have been duly authorized by
the Board Resolutions, and when the terms of the Unsecured Notes
shall have been determined as contemplated by and in accordance
with the Indenture, the Board Resolutions and, to the extent
required by the Indenture and the Board Resolutions, by Officers'
Certificates (each, as defined in the Indenture), Company Orders
and procedures acceptable to the Indenture Trustee specified in
such Company Orders, such terms will have been duly authorized by
the Company and will have been established in conformity with the
terms of the Indenture.
7. The Notes, when (a) executed by the Company, (b)
completed, authenticated and delivered by the Corporate Trustee
or the Indenture Trustee, as the case may be, (c) issued and
delivered by the Company and (d) paid for, all as contemplated by
and in accordance with the Mortgage, in the case of the Secured
Notes, the Indenture, in the case of Unsecured Notes, the Board
Resolutions, and (to the extent required by the Mortgage or the
Indenture and the Board Resolutions) Officers' Certificates,
Company Orders, procedures acceptable to the Indenture Trustee
specified in such Company Orders, written orders or instructions
evidencing determinations by the officers of the Company, the
Agreement, the Administrative Procedure (as defined in the
Agreement) and Terms Agreements (as defined in the Agreement), if
any, will be duly issued under the Mortgage or the Indenture, as
the case may be, and will constitute valid and legally binding
obligations of the Company, entitled to the benefits provided by
the Mortgage or the Indenture, as the case may be, and
enforceable in accordance with their terms, subject, as to
enforcement, to laws and principles of equity relating to or
affecting generally the enforcement of creditors' rights,
including, without limitation, bankruptcy and insolvency, and, in
the case of the Secured Notes, entitled to the benefit of the
security afforded by the Mortgage.
8. The issuance and sale of the Notes, the compliance
by the Company with all of the provisions of the Notes, the
Mortgage, the Indenture and the Agreement and the consummation of
the transactions contemplated by the Agreement will not result in
a breach or violation of any of the terms and provisions of, or
constitute a default under, the Mortgage and the Indenture or the
Company's Restated Articles of Incorporation, as amended, or
Bylaws, as amended.
9. The OPUC has issued orders authorizing, and the
WUTC has issued orders establishing compliance with applicable
statutory provisions with respect to, the issuance and sale by
the Company of the Notes; and no further approval, authorization,
consent or other order of any public board or body (other than in
connection or in compliance with the provisions of the securities
or blue sky laws of any jurisdiction) is legally required for the
issuance and sale of the Notes through each of you, as agent, on
the terms and conditions set forth in the Agreement.
10. Both the Initial and Subsequent Registration
Statements have become effective under the 1933 Act, and, to the
best of our knowledge, no stop order suspending the effectiveness
thereof has been issued and no proceedings for that purpose are
pending before or have been proposed by the SEC; the Mortgage and
the Indenture have been duly qualified under the Trust Indenture
Act; each of the Initial and Subsequent Registration Statements
at the time it became effective complied, and the Prospectus
(excluding the documents incorporated therein by reference) as of
the date of this opinion complies, as to form, in all material
respects with the requirements of the 1933 Act, the Trust
Indenture Act (except with respect to the Forms T-1 and Form T-2,
upon which we do not pass) and the rules and regulations of the
SEC thereunder; and the documents incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3 (other than the
financial statements and other financial or statistical data
contained therein, upon which we express no opinion), as of their
respective dates of filing, complied as to form in all material
respects with the requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and
regulations of the SEC thereunder.
In the course of the preparation by the Company of the
Initial and the Subsequent Registration Statements and the
Prospectus, we had conferences with certain officers and
employees of the Company, with the General Counsel for the
Company and with you and your counsel, but we made no independent
verification of the accuracy or completeness of the
representations and statements made to us by such persons or the
information included by the Company in either of such
Registration Statements and the Prospectus and take no
responsibility therefor, except insofar as set forth in paragraph
4 hereof. In passing upon the forms of such Registration
Statements and the Prospectus we have, therefore, assumed the
accuracy and completeness of such representations, statements and
information, except as aforesaid. However, our examination of
such Registration Statements and the Prospectus and our
discussions in the above-mentioned conferences did not disclose
to us any information which gives us reason to believe that, when
each of the Initial and the Subsequent Registration Statements
became effective, it contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or that, as of the date of this opinion, the
Prospectus includes an untrue statement of a material fact or
omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; provided, that we do not express
any belief as to the financial statements or other financial or
statistical data contained in such Registration Statements or the
Prospectus, or as to the Forms T-1 or T-2, or as to any
information contained therein furnished to the Company in writing
by any of you expressly for use therein.
This opinion is limited to the facts and law at the
date hereof. In rendering the opinions set forth in paragraphs 7
and 9 above, we have necessarily assumed that, at the time of any
issuance, sale and delivery of a Note (i) the Board of Directors
of the Company (or any committee thereof acting pursuant to
authority properly delegated to such committee by the Board of
Directors) has not taken any action to rescind or otherwise
reduce its prior authorization of the issuance of the Notes and
an officer of the Company, as stated in the resolutions of the
Board of Directors (or any such committee) relating to the Notes,
has executed and delivered such Notes, (ii) the orders of the
OPUC and the WUTC with respect to the Notes remain in full force
and effect and have not been modified or amended by the OPUC or
the WUTC, respectively, and the Company complies with the terms
of such orders and (iii) the orders of the SEC with respect to
the Initial Registration Statement, the Subsequent Registration
Statement, the Mortgage and the Indenture remain in full force
and effect and have not been modified or amended by the SEC.
We are members of the bar of the State of New York and
do not hold ourselves out as experts on the laws of the State of
Oregon or the State of Washington. Accordingly, in rendering this
opinion, we have relied, with your consent, as to all matters
governed by the laws of the State of Oregon, upon the opinion of
even date herewith addressed to you by Xxxx X. Xxxxxx, Esq.,
General Counsel of the Company, and, as to all matters governed
by the laws of the State of Washington, upon the opinion of Stoel
Rives LLP, special Washington counsel to the Company. We
understand that you are relying upon the opinions of Xxxx X.
Xxxxxx, Esq., and Stoel Rives LLP as to all matters governed by
the laws of the State of Oregon and Washington, as the case may
be, including titles to property and franchises and the lien of
the Mortgage, upon which we do not pass.
You, the Trustees, and as to matters governed by the
laws of the State of New York and the 1933 Act, the Exchange Act
and the Trust Indenture Act, Xxxx X. Xxxxxx, Esq., may rely upon
this opinion in connection with the issuance and sale of the
Notes. Neither you nor any of them may rely upon this opinion
for any other purpose, and no other person may rely upon this
opinion for any purpose without, in each case, our prior written
consent.
Very truly yours,
XXXXXX XXXX & PRIEST LLP
ANNEX V
[Letterhead of Stoel Rives LLP]
. , 1998
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
With reference to the issuance and sale from
time-to-time by Northwest Natural Gas Company (the "Company"),
pursuant to the Distribution Agreement, dated . , 1998 (the
"Agreement"), between the Company and each of you, of not to
exceed $143,000,000 in aggregate principal amount of (i) the
Company's First Mortgage Bonds, designated Secured Medium-Term
Notes, Series B (the "Secured Notes") to be issued under the
Company's Mortgage and Deed of Trust, dated as of July 1, 1946,
to Bankers Trust Company (the "Corporate Trustee") and R.G. Page
(Xxxxxxx Xxxx, successor), as trustees, as supplemented by twenty
supplemental indentures (such Mortgage and Deed of Trust, as so
supplemented, being hereinafter called the "Mortgage"), and (ii)
the Company's Unsecured Medium-Term Notes, Series B (the
"Unsecured Notes"), to be issued under the Company's Indenture,
dated as of June 1, 1991 (the "Indenture"), to Bankers Trust
Company, as trustee (the "Indenture Trustee") (the Secured Notes
and the Unsecured Notes being hereinafter collectively referred
to as the "Notes"), and the appointment of each of you as agents
of the Company pursuant to the Agreement for the purposes of
soliciting and receiving offers to purchase Notes, as agents, and
purchasing Notes, as principals, from the Company, please be
advised that, as special Washington counsel to the Company, we
have reviewed (a) the Mortgage; (b) the Indenture; (c) the
Agreement; and (d) the proceedings before the Washington
Utilities and Transportation Commission (the "WUTC") relating to
the issuance and sale of the Notes. We have also examined such
other documents and satisfied ourselves as to such other matters
as we have deemed necessary in order to render this opinion. We
have not examined the Notes, except for forms thereof.
In preparation of this opinion, we have examined
originals or photostatic copies of such certificates, agreements,
documents and other papers, and have made such inquiries and
investigations of law, as we deemed appropriate and necessary for
the opinion hereinafter set forth. In our examination, we have
assumed the authenticity of all documents submitted to us as
certified or photostatic copies and the authenticity of the
originals of such latter documents. We have also assumed that
the Mortgage, the Indenture and the Agreement have been duly
authorized, executed and delivered by, and are legally binding
on, each of the parties thereto.
As to certain matters of fact material to the opinion
expressed herein, we have relied upon certificates of various
corporate officers of the Company and public officials. We
assume the accuracy of the material and factual matters contained
therein.
Based upon the foregoing and subject to the following
qualifications, we are of the opinion that:
(1) The Company is authorized to transact business in
the State of Washington.
(2) The Mortgage constitutes a first security interest
on all of the personal properties and fixtures owned by the
Company in the State of Washington that are described in the
Mortgage and are intended to be subject to the lien thereof,
subject only to Excepted Encumbrances (as defined in the
Mortgage); and the description in the Mortgage of such
properties and fixtures is adequate to constitute the
Mortgage a security interest thereon.
(3) The Company has good and sufficient title to all
of the real properties owned by the Company in the State of
Washington that are described in the Mortgage and intended
to be subject to the lien thereof, subject only to Excepted
Encumbrances (as defined in the Mortgage) and to minor
defects and irregularities of the nature customarily found
in properties of like size and character; the description in
the Mortgage of such properties is adequate to constitute
the Mortgage a lien thereon; and the Mortgage is a valid
first mortgage lien on such properties, subject to the
exceptions noted above in this paragraph (3).
(4) The issuance and sale of the Notes, the compliance
by the Company with all of the provisions of the Notes, the
Mortgage, the Indenture and the Agreement and the
consummation of the transactions contemplated by the
Agreement will not violate any law, rule or regulation of
the State of Washington or any political subdivision thereof
known to us to be applicable to the Company.
(5) The WUTC has issued orders dated January 22, 1997
in Docket UG-961639 and dated June 25, 1998 in Docket UG-
980812, establishing compliance with applicable statutory
provisions with respect to the issuance and sale by the
Company of the Notes; and under the laws of the State of
Washington, no further approval, authorization, consent or
other order of any public board or body is legally required
for the issuance and sale of the Notes through each of you,
as agent, on the terms and conditions set forth in the
Agreement.
This opinion is limited to the facts and law at the
date hereof. In rendering the opinions set forth in paragraphs 4
and 5 above, we have necessarily assumed that, at the time of any
issuance, sale and delivery of a Note (i) the Board of Directors
of the Company (or any committee thereof acting pursuant to
authority properly designated to such committee by the Board of
Directors) has not taken any action to rescind or otherwise
reduce its prior authorization of the issuance of the Notes and
an officer of the Company, as stated in the resolutions of the
Board of Directors (or any such committee) relating to the Notes,
has executed and delivered such Notes and (ii) the orders of the
WUTC with respect to the Notes remain in full force and effect
and have not been modified or amended by the WUTC and the Company
complies with the terms of such orders.
We are members of the bar of the State of Washington
and do not express any opinion herein concerning any laws other
than the laws of the State of Washington.
In giving the foregoing opinions, we express no opinion
as to the securities or blue sky laws of any jurisdiction.
You, the Trustees, Xxxx X. Xxxxxx, Esq., General
Counsel of the Company, Xxxxxx Xxxx & Priest LLP, counsel to the
Company, and your counsel, as to matters governed by the laws of
the State of Washington, may rely upon this opinion in connection
with the issuance and sale of the Notes. Neither you nor any of
them may rely upon this opinion for any other purpose, and no
other person may rely upon this opinion for any purpose without,
in each case, our prior written consent.
Very truly yours,
Stoel Rives LLP
ANNEX VI
[Contents of Letter of Independent Public Accountants]
The letter of each independent public accountant will
state in effect that, for the periods during which such firm was
the independent public accountant for the Company:
1. They are independent public accountants with
respect to the Company within the meaning of the Act and the
applicable published Rules and Regulations;
2. In their opinion, the financial statements
examined by them and incorporated by reference in the
Registration Statement comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act
and the published rules and regulations thereunder;
3. On the basis of limited procedures, not
constituting an examination made in accordance with generally
accepted auditing standards, including a reading of the latest
available interim financial statements of the Company, if any, a
reading of the minute books of the Company since December 31,
19__, inquiries of officials of the Company responsible for
financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, nothing came to
their attention that caused them to believe that:
(a)(1) the latest interim consolidated financial
statements included or incorporated by reference in the
Registration Statement do not comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act and the published rules and
regulations thereunder as they apply to Form 10-Q or (2)
said interim consolidated financial statements are not in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited consolidated financial statements incorporated by
reference in the Registration Statement;
(b) at the date of the latest available interim
balance sheet of the Company and at a subsequent specified
date not more than five days prior to the Time of Delivery,
there has been any change in the capital stock (except for
(I) shares of the Company's Common Stock issued under the
Company's Dividend Reinvestment Plan, 1985 Stock Option Plan
or Employee Stock Purchase Plan, (II) shares of Common Stock
issued upon the conversion of shares of the Company's
Convertible Debentures, and (III) shares of Preferred Stock
purchased or redeemed pursuant to or in anticipation of
sinking and purchase funds with respect to the Company's
Preferred Stock) or any increase in the long-term debt of
the Company, or any decrease in net assets, in each case as
compared with amounts shown in the balance sheet as of the
date of the latest financial statements incorporated by
reference in the Registration Statement, except in each case
for changes, increases or decreases which the Registration
Statement discloses have occurred or may occur, which were
occasioned by the declaration of dividends or which are
described in such letter; or
(c) for the latest period for which financial
information is available subsequent to the latest financial
statements included or incorporated by reference in the
Prospectus, there were any decreases in operating revenues,
net income and earnings available for common stock, as
compared to the corresponding period in the prior year,
except in each case for decreases which the Registration
Statement discloses have occurred or may occur, which were
occasioned by the declaration of dividends or which are
described in such letter; and
4. They have performed certain other specified
procedures with respect to certain amounts and percentages set
forth in the Registration Statement or in the documents
incorporated by reference therein, as have been requested by your
counsel and approved by the Company, and have found them to be in
agreement with the records of the Company and the computations to
be arithmetically correct.
EXHIBIT 1
NORTHWEST NATURAL GAS COMPANY
$143,000,000
MEDIUM-TERM NOTES, SERIES B
--------, ----
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
PaineWebber Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
[Insert Names of Additional Existing Agents, if any]
[Insert Name of New Agent]
Dear Sirs:
Reference is hereby made to the Distribution Agreement,
dated _______, 1998 (the "Distribution Agreement"), a copy of
which has previously been delivered to you, between Northwest
Natural Gas Company, an Oregon corporation (the "Company"), and
each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated,
PaineWebber Incorporated and [Insert Names of Additional Existing
Agents, if any], with respect to the issue and sale by the
Company of its First Mortgage Bonds, designated Secured Medium-
Term Notes, Series B, and its Unsecured Medium-term Notes, Series
B (collectively, the "Securities"). Capitalized terms used
herein without definition shall have the meanings assigned to
them in the Distribution Agreement.
Subject to the terms and conditions set forth in the
Distribution Agreement, the Company hereby appoints [Insert Name
of New Agent] as agent of the Company for the purpose of
soliciting and receiving offers to purchase the Securities. In
connection with such appointment, [Insert Name of New Agent] is
hereby entitled to the benefits and subject to the duties of an
Agent under the terms and conditions of the Distribution
Agreement (including the Administrative Procedures) and by its
execution hereof is hereby made a party to the Distribution
Agreement. In connection with such appointment, [Insert Name of
New Agent] shall receive as of the date hereof: [To be agreed
upon by the Company and the New Agent]
Any communication under the Distribution Agreement will be
made in accordance with Section 12 of the Distribution Agreement,
and if to [Insert Name of New Agent] shall be sufficient in all
respects when delivered or sent by facsimile transmission or
registered mail to [Insert Address of New Agent], attention:
[Insert Name], facsimile transmission number [Insert New Agent
Number].
This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute
one and the same agreement.
If the foregoing correctly sets forth our agreement, please
indicate your acceptance hereof in the space provided for that
purpose below.
Very truly yours,
Northwest Natural Gas Company
By:
---------------------------------------
Title: Senior Vice President, Finance,
and Chief Financial Officer
The foregoing Agreement is hereby
confirmed and accepted as of the
date hereof.
[INSERT NAME OF NEW AGENT]
By:
---------------------------------
Title:
--------------------------