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EXHIBIT 1(a)
[Form of Underwriting Agreement for Debt
Securities incorporating Portland General
Electric Company Underwriting Agreement
Standard Provisions dated June 11, 1999]
PORTLAND GENERAL ELECTRIC COMPANY
UNDERWRITING AGREEMENT
FOR DEBT SECURITIES
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Portland General Electric Company
000 X.X. Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
Ladies and Gentlemen:
The underwriter or underwriters named below [, acting through
_____________, as representatives (the "Representatives"),] understand that
Portland General Electric Company, an Oregon corporation (the "Company"),
proposes to issue and sell $_________ aggregate principal amount of [Title of
Securities] (the "Purchased Securities"), registered on Registration
Statement[s] No[s]. _________. Subject to the terms and conditions set forth
herein or incorporated by reference herein and referred to below, the Company
hereby agrees to sell and the underwriter or underwriters named below (such
underwriter or underwriters being herein called the "Underwriters") agree to
purchase, severally and not jointly, the principal amounts of such Purchased
Securities set forth below opposite their names at a purchase price equal to
___% of the principal amount thereof [plus accrued interest on the Purchased
Securities from ___________, 199_ to the date of payment and delivery]:
Name Principal Amount. Name Principal Amount
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Total: $
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[The aggregate principal amount of Purchased Securities to be purchased
by the several Underwriters may be reduced by the aggregate principal amount of
Purchased Securities sold pursuant to delayed delivery contracts with
institutional investors.]*
The Underwriters will pay for such Purchased Securities (less any
Purchased Securities sold pursuant to delayed delivery contracts) upon delivery
thereof at [state location] at 10:00 a.m. (New York time) on [state date].
The Purchased Securities shall have the following terms:
Maturity:
Initial Price to Public:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Sinking Fund:
Date referred to in Section 6(1) of the Standard Provisions:
Purchase Price: ___% of the principal amount [plus accrued
interest from __________, ____ to the date of
payment and delivery]
Listing:
[Other Terms]:
[The commission to be paid to the Underwriters in respect of Purchased
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be an amount equal to ___% of the principal amount thereof.]*
All statements, requests, notices, communications and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or
sent by mail, telex or facsimile transmission to the Underwriters in care of
____________________ at _________________, Attention: _____________________,
Facsimile No. _______________; and if to the Company shall be delivered or sent
by mail, telex or facsimile transmission to it at 000 X.X. Xxxxxx Xxxxxx, Xxxxx
000, Xxxxxxxx, Xxxxxx 00000, Attention: _______________, Facsimile No. (504)
464-2236. Any such statements, requests, notices, communications or agreements
shall take effect upon receipt thereof.
Unless otherwise provided herein, all the provisions contained in the
document entitled Portland General Electric Company Underwriting Agreement
Standard Provisions dated April __, 1999, a copy of which was filed as an
exhibit to Registration Statement No. 333-______ or was filed as an Exhibit to
Form 8-K and subsequently incorporated by reference into such Registration
Statement, are hereby incorporated herein by reference in their entirety and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein.
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* To be added only if delayed delivery contracts are contemplated.
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Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and returning the signed
copy to us, and in addition have an authorized officer send us no later than
[state date and time] by wire, telex, facsimile transmission or other written
means, the following message:
"We have entered into the Underwriting Agreement dated [insert
date] relating to the Purchased Securities referred to therein by
signing a copy of the Underwriting Agreement and returning the same or
depositing the same in the mail to you."
Very truly yours,
[Name or names of Underwriter or Underwriters]
OR
[Name of Representative]
By:
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Name:
Title:
[Acting severally on behalf of
[itself] [themselves] and the several
Underwriters named above]
Accepted:
PORTLAND GENERAL ELECTRIC COMPANY
By:
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Name:
Title:
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