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EXHIBIT 4.1
______________________________________________________________________________
PORTLAND GENERAL ELECTRIC COMPANY
TO
HSBC BANK USA, NATIONAL ASSOCIATION
(AS SUCCESSOR TO THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK)
Trustee.
Sixtieth Supplemental Indenture
Dated: April 1, 2008
$50,000,000 First Mortgage Bonds,
4.45% Second Series, due 2013
Supplemental to Indenture of Mortgage and Deed
of Trust,
dated July 1, 1945 of Portland General Electric
Company.
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY
A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY
PROVISIONS
This SIXTIETH SUPPLEMENTAL INDENTURE (hereinafter this "
Supplemental Indenture "), dated April 1, 2008, is made by
and between Portland General Electric Company, an Oregon
corporation (hereinafter called the " Company "), and HSBC
Bank USA, National Association (as successor to The Marine Midland
Trust Company of New York), a national banking association, as
Trustee (hereinafter called the " Trustee ").
WHEREAS, the Company has heretofore executed and delivered its
Indenture of Mortgage and Deed of Trust (herein sometimes referred
to as the " Original Indenture "), dated July 1, 1945, to
the Trustee to secure an issue of First Mortgage Bonds of the
Company; and
WHEREAS, bonds in the aggregate principal amount of $34,000,000
have heretofore been issued under and in accordance with the terms
of the Original Indenture as bonds of an initial series designated
"First Mortgage Bonds, 3-1/8% Series due 1975" (herein sometimes
referred to as the " Bonds of the 1975 Series "); and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee several supplemental indentures which provided, among
other things, for the creation or issuance of several new series of
First Mortgage Bonds under the terms of the Original Indenture as
follows:
|
Supplemental
Indenture
|
Dated
|
Series Designation
|
Principal Amount
|
|
First
|
11-1-47
|
3-1/2
|
%
|
Series due 1977
|
$ 6,000,000
|
(1)
|
|
Second
|
11-1-48
|
3-1/2
|
%
|
Series due 1977
|
4,000,000
|
(1)
|
|
Third
|
5-1-52
|
3-1/2
|
%
|
Second Series due 1977
|
4,000,000
|
(1)
|
|
Fourth
|
11-1-53
|
4-1/8
|
%
|
Series due 1983
|
8,000,000
|
(2)
|
|
Fifth
|
11-1-54
|
3-3/8
|
%
|
Series due 1984
|
12,000,000
|
(1)
|
|
Sixth
|
9-1-56
|
4-1/4
|
%
|
Series due 1986
|
16,000,000
|
(1)
|
|
Seventh
|
6-1-57
|
4-7/8
|
%
|
Series due 1987
|
10,000,000
|
(1)
|
|
Eighth
|
12-1-57
|
5-1/2
|
%
|
Series due 1987
|
15,000,000
|
(3)
|
|
Ninth
|
6-1-60
|
5-1/4
|
%
|
Series due 1990
|
15,000,000
|
(1)
|
|
Tenth
|
11-1-61
|
5-1/8
|
%
|
Series due 1991
|
12,000,000
|
(1)
|
|
Eleventh
|
2-1-63
|
4-5/8
|
%
|
Series due 1993
|
15,000,000
|
(1)
|
|
Twelfth
|
6-1-63
|
4-3/4
|
%
|
Series due 1993
|
18,000,000
|
(1)
|
|
Thirteenth
|
4-1-64
|
4-3/4
|
%
|
Series due 1994
|
18,000,000
|
(1)
|
|
Fourteenth
|
3-1-65
|
4.70
|
%
|
Series due 1995
|
14,000,000
|
(1)
|
|
Fifteenth
|
6-1-66
|
5-7/8
|
%
|
Series due 1996
|
12,000,000
|
(1)
|
|
Sixteenth
|
10-1-67
|
6.60
|
%
|
Series due October 1, 1997
|
24,000,000
|
(1)
|
|
Seventeenth
|
4-1-70
|
8-3/4
|
%
|
Series due April 1, 1977
|
20,000,000
|
(1)
|
|
Eighteenth
|
11-1-70
|
9-7/8
|
%
|
Series due November 1, 2000
|
20,000,000
|
(4)
|
|
Nineteenth
|
11-1-71
|
8
|
%
|
Series due November 1, 2001
|
20,000,000
|
(4)
|
|
Twentieth
|
11-1-72
|
7-3/4
|
%
|
Series due November 1, 2002
|
20,000,000
|
(4)
|
|
Twenty-first
|
4-1-73
|
7.95
|
%
|
Series due April 1, 2003
|
35,000,000
|
(4)
|
|
Twenty-second
|
10-1-73
|
8-3/4
|
%
|
Series due October 1, 2003
|
17,000,000
|
(4)
|
|
Twenty-third
|
12-1-74
|
10-1/2
|
%
|
Series due December 1, 1980
|
40,000,000
|
(1)
|
|
Twenty-fourth
|
4-1-75
|
10
|
%
|
Series due April 1, 1982
|
40,000,000
|
(1)
|
|
Twenty-fifth
|
6-1-75
|
9-7/8
|
%
|
Series due June 1, 1985
|
27,000,000
|
(1)
|
|
Twenty-sixth
|
12-1-75
|
11-5/8
|
%
|
Series due December 1, 2005
|
50,000,000
|
(4)
|
|
Twenty-seventh
|
4-1-76
|
9-1/2
|
%
|
Series due April 1, 2006
|
50,000,000
|
(4)
|
|
Twenty-eighth
|
9-1-76
|
9-3/4
|
%
|
Series due September 1, 1996
|
62,500,000
|
(4)
|
|
Twenty-ninth
|
6-1-77
|
8-3/4
|
%
|
Series due June 1, 2007
|
50,000,000
|
(4)
|
|
Thirtieth
|
10-1-78
|
9.40
|
%
|
Series due January 1, 1999
|
25,000,000
|
(4)
|
|
Thirty-first
|
11-1-78
|
9.80
|
%
|
Series due November 1, 1998
|
50,000,000
|
(4)
|
|
Thirty-second
|
2-1-80
|
13-1/4
|
%
|
Series due February 1, 2000
|
55,000,000
|
(4)
|
|
Thirty-third
|
8-1-80
|
13-7/8
|
%
|
Series due August 1, 2010
|
75,000,000
|
(4)
|
|
Thirty-sixth
|
10-1-82
|
13-1/2
|
%
|
Series due October 1, 2012
|
75,000,000
|
(4)
|
|
Thirty-seventh
|
11-15-84
|
11-5/8
|
%
|
Extendable Series A due
November 15, 1999
|
75,000,000
|
(4)
|
|
Thirty-eighth
|
6-1-85
|
10-3/4
|
%
|
Series due June 1, 1995
|
60,000,000
|
(4)
|
|
Thirty-ninth
|
3-1-86
|
9-5/8
|
%
|
Series due March 1, 2016
|
100,000,000
|
(4)
|
|
Fortieth
|
10-1-90
|
|
|
Medium Term Note Series
|
200,000,000
|
|
|
Forty-first
|
12-1-91
|
|
|
Medium Term Note Series I
|
150,000,000
|
(1)
|
|
Forty-second
|
4-1-93
|
7-3/4
|
%
|
Series due April 15, 2023
|
150,000,000
|
(4)
|
|
Forty-third
|
7-1-93
|
|
|
Medium Term Notes Series II
|
75,000,000
|
(1)
|
|
Forty-fourth
|
8-1-94
|
|
|
Medium Term Notes Series III
|
75,000,000
|
(1)
|
|
Forty-fifth
|
5-1-95
|
|
|
Medium Term Notes Series IV
|
75,000,000
|
(5)
|
|
Forty-sixth
|
8-1-96
|
|
|
Medium Term Notes Series V
|
50,000,000
|
(1)
|
|
Forty-seventh
|
12-14-01
|
|
|
Second Series due 2002
|
150,000,000
|
(4)
|
|
Forty-eighth
|
6-1-02
|
|
|
Collateral Series due 2003
|
72,000,000
|
(1)
|
|
Forty-ninth
|
6-1-02
|
|
|
Second Collateral Series due 2003
|
150,000,000
|
(1)
|
|
Fiftieth
|
10-1-02
|
8-1/8
|
%
|
Series due 2010
|
150,000,000
|
(4)
|
|
Fifty-first
|
10-1-02
|
5.6675
|
%
|
Series due 2012
|
100,000,000
|
|
|
Fifty-second
|
4-1-03
|
5.279
|
%
|
Series due 2013
|
50,000,000
|
(4)
|
|
Fifty-third
|
5-1-03
|
|
|
Collateral Series A due 2033
Collateral Series B due 2033
Collateral Series C due 2033
|
142,400,000
|
|
|
Fifty-fourth
|
5-1-03
|
|
|
Collateral Series due 2004
|
150,000,000
|
(1)
|
|
Fifty-fifth
|
7-1-03
|
|
|
Medium Term Notes Series VI
|
200,000,000
|
|
|
Fifty-sixth
|
5-1-06
|
6.31
6.26
|
%
%
|
Series due 2036
Series due 2031
|
175,000,000
100,000,000
|
|
|
Fifty-seventh
|
12-1-06
|
5.80
|
%
|
Series due 2039
|
170,000,000
|
|
|
Fifty-eighth
|
4-1-07
|
5.81
|
%
|
Series due 2037
|
130,000,000
|
|
|
Fifty-ninth
|
10-1-07
|
5.80
|
%
|
Series due 2018
|
75,000,000
|
|
(1) Paid in full at maturity.
-
-
(2) This entire issue of Bonds was redeemed out of proceeds from
the sale of First Mortgage Bonds, 3-3/8% Series due 1984.
(3) This entire issue of Bonds was redeemed out of proceeds from
the sale of First Mortgage Bonds, 4-5/8% Series due 1993.
(4) Redeemed in full prior to maturity.
(5) This entire series of Bonds has been retired.
which bonds are sometimes referred to herein as the "Bonds of
the 1977 Series," "Bonds of the 1977 Second Series," "Bonds of the
1983 Series," "Bonds of the 1984 Series," "Bonds of the 1986
Series," "Bonds of the 4⅞% Series due 1987," "Bonds of the
51/2% Series due 1987," "Bonds of the 1990 Series," "Bonds of the
1991 Series," "Bonds of the 4⅝% Series due 1993," "Bonds of
the 43/4% Series due 1993," "Bonds of the 1994 Series," "Bonds of
the 1995 Series," "Bonds of the 1996 Series," "Bonds of the 1997
Series," "Bonds of the 1977 Third Series," "Bonds of the 2000
Series," "Bonds of the 2001 Series," "Bonds of the 2002 Series,"
"Bonds of the 2003 Series," "Bonds of the 2003 Second Series,"
"Bonds of the 1980 Series," "Bonds of the 1982 Series," "Bonds of
the 1985 Series," "Bonds of the 2005 Series," "Bonds of the 2006
Series," "Bonds of the 1996 Second Series," "Bonds of the 2007
Series," "Bonds of the 1999 Series," "Bonds of the 1998 Series,"
"Bonds of the 2000 Second Series," "Bonds of the 2010 Series,"
"Bonds of the 2012 Series," "Bonds of the Extendable Series A,"
"Bonds of the 1995 Second Series," "Bonds of the 2016 Series,"
"Bonds of the Medium Term Note Series," "Bonds of the Medium Term
Note Series I," "Bonds of the 2023 Series," "Bonds of the Medium
Term Note Series II," "Bonds of the Medium Term Note Series III,"
"Bonds of the Medium Term Note Series IV," "Bonds of the Medium
Term Note Series V," "Bonds of the 2002 Second Series," "Bonds
of the Collateral Series," "Bonds of the Second Collateral Series,"
"Bonds of the 2010 Second Series," "Bonds of the 2012 Second
Series," "Bonds of the 2013 Series," "Bonds of the 2033 Series,"
"Bonds of the 2004 Collateral Series," "Bonds of the Medium Term
Note Series VI," "Bonds of the 2036 Series," "Bonds of the 2031
Series," "Bonds of the 2039 Series," "Bonds of the 2037 Series,"
and "Bonds of the 2018 Series," respectively; and
WHEREAS, the Original Indenture provides that the Company and
the Trustee, subject to the conditions and restrictions in the
Original Indenture contained, may enter into an indenture or
indentures supplemental thereto, which shall thereafter form a part
of said Original Indenture, among other things, to mortgage,
pledge, convey, transfer, or assign to the Trustee and to subject
to the lien of the Original Indenture with the same force and
effect as though included in the granting clauses thereof,
additional properties acquired by the Company after the execution
and delivery of the Original Indenture, and to provide for the
creation of any series of bonds (other than the Bonds of the 1975
Series), designating the series to be created and specifying the
form and provisions of the bonds of such series as therein provided
or permitted, and to provide a sinking, amortization, replacement,
or other analogous fund for the benefit of all or any of the bonds
of any one or more series, of such character and of such amount,
and upon such terms and conditions as shall be contained in such
supplemental indenture; and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee fifty-nine supplemental indentures amending in certain
respects the Original Indenture (such Original Indenture as so
supplemented and amended is hereinafter referred to as the "
Mortgage "); and
WHEREAS, the Company desires to further amend the Mortgage in
certain respects pursuant to Section 17.01 of the Original
Indenture, and the Trustee has agreed to such amendments; and
WHEREAS, the Company desires to provide for the creation of a
new series of bonds to be known as "First Mortgage Bonds, 4.45%
Second Series due 2013" (sometimes herein referred to as the "
Bonds of the 2013 Second Series " or the " Bonds "),
and to specify the form and provisions of the Bonds of the 2013
Second Series, and to mortgage, pledge, convey, transfer, or assign
to the Trustee and to subject to the lien of the Mortgage certain
additional properties acquired by the Company since the execution
and delivery of the Original Indenture; and
WHEREAS, the Company intends at this time to provide for the
issuance of $50,000,000 aggregate principal amount of Bonds of the
2013 Second Series in accordance with the terms of the Mortgage and
this Supplemental Indenture (the Mortgage as so supplemented and
amended by this Supplemental Indenture referred to as the "
Indenture "); and
WHEREAS, the Bonds of the 2013 Second Series and the Trustee's
authentication certificate to be executed on the Bonds of the 2013
Second Series are to be substantially in the following form,
respectively:
(Form of Bond of the 4.45 % Second Series due
2013)
[Face of Bond]
THIS BOND
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS BOND, AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS BOND
MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM
(AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
PROVIDED THAT IN-HOUSE COUNSEL TO AN INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (2), (3), OR
(7) UNDER THE SECURITIES ACT SHALL BE DEEMED ACCEPTABLE) AND IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF EACH
STATE OF THE UNITED STATES AND (B) IT WILL FURNISH TO THE
COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF
THIS BOND COMPLIES WITH THE FOREGOING RESTRICTIONS, PROVIDED,
HOWEVER, THAT SUCH CONFIRMATION BY THE COMPANY MUST BE MADE ON A
TIMELY BASIS AND SHALL NOT BE UNREASONABLY WITHHELD. THE HOLDER
HEREOF, BY PURCHASING THIS BOND, REPRESENTS AND AGREES FOR THE
BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT IS
AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (2), (3), OR
(7) UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS BOND FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S.
PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT.
No. ______ $_________
CUSIP/PPN No. _____
PORTLAND GENERAL ELECTRIC COMPANY
FIRST MORTGAGE BOND, 4.45% SECOND SERIES DUE
2013
Portland General Electric Company, an Oregon
corporation (hereinafter sometimes called the " Company "),
for value received, hereby promises to pay to
__________________________, or registered assigns, the principal
sum of _____________________________ Dollars on Apri1 1, 2013
(the " Maturity Date "), except to the extent redeemed or
repaid prior to the Maturity Date, and to pay interest thereon
semi-annually in arrears on April 1 and October 1 (each an "
Interest Payment Date ") each year at the rate of 4.45 per
cent per annum (calculated on the basis of a 360-day year of twelve
30-day months), for the period from the April 1 or October 1,
as the case may be, next preceding the date hereof to which
interest has been paid, or, if the date hereof is an April 1 or
October 1 to which interest has been paid, from the date hereof,
or, if the date hereof is prior to October 1, 2008, from April 15,
2008, provided, however , that if and to the extent the
Company shall default in payment of the interest due on such April
1 or October 1, then from the next preceding date to which interest
has been paid or if such default shall be in respect of the
interest due on October 1, 2008, then from April 15, 2008, until
payment of the principal hereof has been made or duly provided for.
If the Maturity Date or an Interest Payment Date falls on a day
which is not a Business Day, as defined below, principal or
interest payable with respect to such Maturity Date or Interest
Payment Date will be paid on the next succeeding Business Day with
the same force and effect as if made on such Maturity Date or
Interest Payment Date, as the case may be. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions, be paid to the person in
whose name this bond (or one or more predecessor bonds) is
registered at the close of business on the fifteenth day (whether
or not a Business Day) next preceding such Interest Payment Date
(the " Regular Record Date "); provided, however ,
that interest payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable. Should the
Company default in the payment of interest (" Defaulted
Interest "), the Defaulted Interest shall be paid to the person
in whose name this bond (or one or more predecessor bonds) is
registered on a subsequent record date fixed by the Company, which
subsequent record date shall be fifteen days prior to the payment
of such Defaulted Interest. As used herein, " Business Day "
means any day, other than a Saturday or Sunday, on which banks in
The City of New York are not required or authorized by law to
close.
Payment of the principal of and interest on this
bond will be made in immediately available funds at the office or
agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender
for payment of public and private debts. The Trustee, as paying
agent of the Company, will make all payments of principal and
interest by wire transfer of immediately available funds;
provided, however , that appropriate written wire transfer
instructions must have been received by the Trustee not less than
sixteen days prior to the applicable Interest Payment Date,
Maturity Date, or redemption date.
Reference is hereby made to the further
provisions of this bond set forth on the reverse hereof, including
terms of redemption, and such further provisions shall for all
purposes have the same effect as though fully set forth at this
place.
This bond shall not become or be valid or
obligatory for any purpose until the authentication certificate
hereon shall have been signed by the Trustee.
In Witness Whereof, Portland General Electric
Company has caused this instrument to be executed manually or in
facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be imprinted hereon.
Dated: _____________________
Attest: _____________________
Assistant Secretary
(Form of Trustee's Authentication Certificate
for
Bonds of the 4.45% Second Series due 2013)
This is one of the bonds, of the series
designated herein, described in the within-mentioned Indenture.
HSBC BANK USA, NATIONAL
By:
Authorized Officer
[Reverse of Bond]
This bond is one of the bonds of a series
designated as First Mortgage Bonds, 4.45% Second Series due 2013
(sometimes herein referred to as the " Bonds of the 2013 Second
Series ") limited to a maximum aggregate principal amount of
$50,000,000. Bonds of the 2013 Second Series are bonds of an
authorized issue of bonds of the Company known as First Mortgage
Bonds, not limited as to maximum aggregate principal amount, all
issued or issuable in one or more series under and equally secured
(except insofar as any sinking fund, replacement fund, or other
fund established in accordance with the provisions of the Indenture
hereinafter mentioned may afford additional security for the bonds
of any specific series) by an Indenture of Mortgage and Deed of
Trust dated July 1, 1945, duly executed and delivered by the
Company to HSBC Bank USA, National Association (as successor to The
Marine Midland Trust Company of New York), as Trustee, as
supplemented, amended, and modified by fifty-nine supplemental
indentures and by the Sixtieth Supplemental Indenture (such
Indenture of Mortgage and Deed of Trust as so supplemented,
amended, and modified by such fifty-nine supplemental indentures
and the Sixtieth Supplemental Indenture being hereinafter called
the " Indenture "), to which Indenture reference is hereby
made for a description of the property mortgaged and pledged as
security for said bonds, the nature and extent of the security, and
the rights, duties, and immunities thereunder of the Trustee, the
rights of the holders of said bonds and of the Trustee and of the
Company in respect of such security, and the terms upon which said
bonds may be issued thereunder. Capitalized terms used herein and
not defined herein shall have the respective meanings in the
Indenture, unless otherwise noted.
The Bonds of the 2013 Second Series are not subject to any
sinking fund.
The Bonds of the 2013 Second Series may be
redeemed by the Company prior to maturity as a whole, at any time,
or in part, from time to time on notice given not more than ninety
nor less than thirty days prior to the date of such redemption at
the option of the Company at a price equal to the greater of (i)
the principal amount of the portion of this bond to be redeemed or
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest (not including any portion of
such payments of interest accrued as of the date of redemption) due
on this bond (or portion thereof) to be redeemed, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate,
plus 50 basis points, together in each case with accrued and unpaid
interest to the date of redemption.
If this bond or any portion thereof ($10,000 or
an integral multiple thereof) is duly called for redemption and
payment duly provided for as specified in the Indenture, this bond
or such portion thereof shall cease to be entitled to the lien of
the Indenture from and after the date payment is so provided for
and shall cease to bear interest from and after the date fixed for
such redemption.
In the event of the selection for redemption of
a portion only of the principal of this bond, payment of the
redemption price will be made only upon surrender of this bond in
exchange for a bond or bonds (but only of authorized denominations
of the same series) for the unredeemed balance of the principal
amount of this bond.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than seventy-five percent in principal amount of the bonds
(exclusive of bonds disqualified by reason of the Company's
interest therein) at the time o
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