EX-99.16 17 ex99-16.txt EX C(14) - FIRST SUPPLEMENTAL INDENTURE OF TRUST Exhibit C(14) ================================================================================ FIRST SUPPLEMENTAL INDENTURE OF TRUST by and between PORT OF ST. HELENS, OREGON and THE CHASE MANHATTAN BANK (FORMERLY CHEMICAL BANK), as Trustee Dated as of June 1, 1998 ================================================================================ Supplementing and amending that certain Indenture of Trust by and between Port of St. Helens, Oregon and Chemical Bank, as Trustee, dated as of April 1, 1985, relating to the issuance of Port of St. Helens, Oregon Variable Rate Demand Pollution Control Revenue Bonds, 1985 Series A (Portland General Electric Company Project). FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST, made and entered into as of June 1, 1998 (the "First Supplemental Indenture"), by and between the Port of St. Helens, Oregon, a municipal corporation of the State of Oregon (the "Issuer") and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee (the "Trustee"), with its principal office located in New York, New York, and, by virtue of the laws of the State of New York, duly organized, existing and authorized to accept and execute trusts of the character set out herein and in that certain Indenture of Trust by and between the Issuer and Chemical Bank, dated as of April 1, 1985 (the "Original Indenture") W I T N E S S E T H : WHEREAS, pursuant to the Original Indenture (together with this First Supplemental Indenture, the "Indenture") and the authority contained in Oregon Revised Statutes Chapter 777 (the "Act"), the Issuer has heretofore issued its $20,200,000 aggregate principal amount of Variable Rate Demand Pollution Control Revenue Bonds, 1985 Series A (Portland General Electric Company Project) (the "1985 Series A Bonds"), which are currently outstanding in the aggregate principal amount of $20,200,000 to finance, on behalf of Portland General Electric Company (the "Company"), certain pollution control and solid waste disposal facilities (the "Project"); and WHEREAS, pursuant to that certain Lease and Sublease Agreement between the Issuer and the Company, dated as of April 1, 1985 (the "Agreement"), the Company has leased the Project to the Issuer, the Issuer has subleased the Project to the Company and the Company has agreed to pay the Rental Payments (as defined in the Agreement) for such subrental from the Issuer; and WHEREAS, the Company has exercised the option given to it under the Original Indenture to convert the interest on the 1985 Series A Bonds from a Daily Interest Rate (as defined in the Original Indenture) to a Term Interest Rate (as defined in the Original Indenture), which Term Interest Rate shall commence on July 1, 1998 and shall terminate on the day prior to the final maturity date of the 1985 Series A Bonds; and WHEREAS, the Company has requested the Issuer and the Trustee to enter into this First Supplemental Indenture to amend the Original Indenture by amending certain of the optional redemption provisions therein; and WHEREAS, Section 9.02 of the Indenture provides, among other things, that the Indenture may be amended by an indenture supplemental to the Original Indenture, with the consent of the holders of 66-2/3 % in outstanding principal amount of the 1985 Series A Bonds; and WHEREAS, the execution and delivery of this First Supplemental Indenture have been in all respects duly authorized; NOW, THEREFORE, this First Supplemental Indenture Witnesseth: Section 1. Definitions. Unless the context otherwise requires, all capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Original Indenture. Section 2. Representations. The Issuer and the Trustee represent the following: (a) the Original Indenture has not heretofore been supplemented or amended; (b) no Bonds other than the 1985 Series A Bonds have heretofore been issued under the Indenture; and (c) the Bank is the issuer of the Letter of Credit currently outstanding under the Indenture. Section 3. Findings and Determinations. It is hereby found and determined that the amendments to the Original Indenture set forth herein have been approved by all holders of the 1985 Series A Bonds and the Bank. Section 4. Amendment of Section 4.01 of Original Indenture. Pursuant to the authority contained in Section 9.02 of the Original Indenture, Section 4.01 of the Original Indenture is hereby amended as follows: (a) Subsection (b)(i)(C) of Section 4.01 of the Original Indenture is hereby amended in its entirety to read as follows: (C) The 1985 Series A Bonds shall be redeemed in whole on any Interest Payment Date with Available Moneys at a redemption price equal to the principal amount thereof upon receipt by the Trustee of a written notice from the Company stating that any of the following events has occurred and that it therefore intends to exercise its option to prepay the payments due under the Agreement in whole pursuant to Section 7.2 of the Agreement and thereby effect the redemption of the 1985 Series A Bonds in whole: (1) all or substantially all of the Facility shall be damaged or destroyed and the Company shall determine that it is not practicable or desirable to rebuild, repair and restore the Facility; (2) all or substantially all of the Facility shall be condemned or such use or control thereof shall be taken by eminent domain as to render the Facility unsatisfactory to the Company for continued operation; (3) unreasonable burdens or excessive liabilities shall be imposed upon the Issuer or the Company with respect to the Facility or the operation thereof; or -2- (4) all or substantially all of the property of the Company shall be transferred or sold to any corporation other than an affiliate of the Company or the Company shall be consolidated with or merged into a corporation other than an affiliate of the Company in such manner that the Company is not the surviving corporation. provided, however, that the decommissioning of the Facility pursuant to the Order dated April 15, 1996 issued by the United States Nuclear Regulatory Commission in Docket No. 50-344 shall not constitute one of the events described in (1), (2), (3) or (4) immediately above permitting redemption of the 1985 Series A Bonds. (b) Subsection (b)(i)(D) of Section 4.01 of the Original Indenture is hereby amended in its entirety to read as follows: (D) On the effective date of any Term Interest Rate Period, the 1985 Series A Bonds shall be subject to redemption, in whole or in part with Available Moneys, at the option of the Company, at the principal amount thereof without premium. During any Term Interest Rate Period, the 1985 Series A Bonds shall not be subject to redemption at the option of the Company except as provided in Subsection (b)(i)(C) of this Section 4.01. Section 5. Original Indenture in Full Force and Effect. Except as specifically amended hereby, the Original Indenture is and shall remain in full force and effect. Section 6. Interest Rate Upon Conversion. The Term Interest Rate commencing on July 1, 1998 is 4.80% on the 1985 Series A Bonds. Section 7. Execution of Several Counterparts. This First Supplemental Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Issuer and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. Section 8. Effective Date. This First Supplemental Indenture shall become effective when the Canadian Imperial Bank, the Company and the holders of 66-2/3% in outstanding principal amount of the 1985 Series A Bonds approve the amendments herein contained to the Original Indenture. -3- IN WITNESS WHEREOF, the Port of St. Helens, Oregon, has caused this First Supplemental Indenture to be signed in its name and its seal to be hereunto affixed and attested by its duly authorized officers, respectively, and The Chase Manhattan Bank has caused this First Supplemental Indenture to be signed in its name and its seal to be hereunto affixed and attested by its duly authorized officers, respectively, all as of the day and year first above written. PORT OF ST. HELENS, OREGON By /s/ [illegible] -------------------------------- President [SEAL] ATTEST: By: /s/ [illegible] ------------------------- Secretary THE CHASE MANHATTAN BANK, as Trustee By_________________________________ Its_______________________________ -4- IN WITNESS WHEREOF, the Port of St. Helens, Oregon, has caused this First Supplemental Indenture to be signed in its name and its seal to be hereunto affixed and attested by its duly authorized officers, respectively, and The Chase Manhattan Bank has caused this First Supplemental Indenture to be signed in its name and its seal to be hereunto affixed and attested by its duly authorized officers, respectively, all as of the day and year first above written. PORT OF ST. HELENS, OREGON By ---------------------------------- President [SEAL] ATTEST: By: -------------------------- Secretary THE CHASE MANHATTAN BANK, as Trustee By /s/ [illegible] ---------------------------------- Its Senior Trust Officer -4- CONSENT OF THE BANK The undersigned hereby certifies that he or she has the authority to execute this Consent for and on behalf of Canadian Imperial Bank of Commerce, and does hereby, for and on behalf of Canadian Imperial Bank of Commerce, consent to the execution and delivery of the foregoing First Supplemental Indenture of Trust, dated as of June 1, 1998 (the "First Supplement"), by and between the Issuer and the Trustee (as each such term is defined in the First Supplement). CIBC WOOD GUNDY By /s/ Denis P. O'Meara ---------------------------------- Its Denis O'Meara Executive Director CIBC Oppenheimer Corp., As Agent -5- CONSENT OF COMPANY Portland General Electric Company does hereby consent to the execution and delivery of the foregoing First Supplemental Indenture of Trust, dated as of June 1, 1998 (the "First Supplement") by and between the Issuer and the Trustee (as each such term is defined in the First Supplement). PORTLAND GENERAL ELECTRIC COMPANY By /s/ [illegible] [initials] -------------------------------------- Its Vice President, Chief Financial Officer and Treasurer -6- Citicorp Securities, Inc. Global Capital Markets 399 Park Avenue 5th Floor/Zone 6 New York NY 10022 Fax 212/793-1717 July 1. 1998 The Depository Trust Company 7 Hanover Square Now York, New York 10004 Attention: Proxy Department/Kathy Caziarc Re: $20,200,000 Port of St Helens, Oregon Variable Rate Demand Pollution Control Revenue Bonds, 1985 Series A (Portland General Electric Company Project) CUSIP Number: 735328 AE 6 Ladies and Gentlemen: Please cause your nominee Cede & Co., to sign the attached Consent Agreement, and have Cede & Co.'s signature notarized, with respect to $20,200,000 in principal amount of the above referenced Bonds (the "Bonds"), and please fax the signed Consent Agreement to Rodney G. Wendt, Esq. of Chapman and Cutler at (801) 533-9595, with delivery of the original Consent Agreement to be made via Federal Express to Mr. Wendt and charged to the following Federal Express account: 1011-5812-8. The Federal Express label should be addressed as follows: Rodney G. Wendt Chapman and Cutler 50 South Main Street; Suite 800 Salt Lake City, Utah 84144-0402 The undersigned represents to the Depository Trust Company ("DTC") and Cede & Co. that pursuant to a Remarketing Agreement dated June 12, 1998, by and between Portland General Electric Company and Citicorp Securities, Inc. (the "Purchaser"), the Purchaser is, on the date hereof, the sole beneficial owner of all of the Bonds and that all of the Bonds are registered in the name of Cede & Co. In consideration of Cede & Co. signing the attached Consent Agreement, the Purchaser hereby agrees to indemnify and hold harmless DTC and Cede & Co. from and against all claims, losses, liabilities and expense, including without limitation, attorney's fees, arising out of or relating to the attached Comet Agreement. Very truly yours, CITICORP SECURITIES, INC. By /s/ [illegible] ------------------------------------ Its Vice President Enclosure -2- CONSENT AGREEMENT The undersigned, Cede & Co., as registered owner of the Port of St. Helens, Oregon Variable Rate Demand Pollution Control Revenue Bonds (Portland General Electric Company Project) (the "Bonds"), CUSIP 735328 AE 6 upon the written instructions received on the date hereof from Citicorp Securities, Inc. (the "Purchaser"), the purchaser and sole beneficial owner of the Bonds, hereby consents, for itself and all subsequent owners the amendment and restatement in its entirety of Sections 4.01(b)(1)(C) and 4.01(b)(i)(D) of the Indenture of Trust, dated as of April 1, 1985 (the "Indenture") between the Port of St. Helens, Oregon (the "Issuer") and The Chase Manhattan Bank (the "Trustee") by the First Supplemental Indenture of Trust dated as of June 1, 1998 (the "Supplemental Indenture") between the Issuer and the Trustee, such Supplemental Indenture to be in substantially the forth attached hereto as Exhibit A, with such changes, however, to the form of such Supplemental Indenture as may be approved by the Purchaser, the Trustee and the Issuer. The undersigned has caused this consent to be executed this July 1, 1998. CEDE & CO. By /s/ John Scheuermann -------------------------------------- Name: John Scheuermann Title: Vice President STATE OF NEW YORK ) ) SS: COUNTY OF NEW YORK ) On the 1st day of July, 1998, before me personally came John Scheuermann to me known, being by me duly sworn, did depose and say that his or her business address is at 55 Water Street, New York, New York 10041; that he or she is a Partner of Cede & Co. and that he or she signed his or her name to the above document with full authority on behalf of Cede & Co. /s/ Jay Gottlieb Notary Public My Commission Expires: 9/30/99 Jay Gottlieb Notary Public, State of New York No. 01G04836469 Qualified in Kings County Commission Expires September 30, 1999