UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
PACIFICORP
(Exact name of registrant as specified in its charter)
STATE OF OREGON 93-0246090 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 700 N.E. Multnomah Suite 1600 Portland, Oregon 97232-4116 (Address of principal executive offices) (Zip code) |
503-731-2000
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.
At July 31, 1994, there were 283,128,799 shares of registrant's common stock outstanding.
PACIFICORP
PART I. FINANCIAL INFORMATION 2
Item 1. Financial Statements 2 Condensed Consolidated Statements of Income and Retained Earnings 2 Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION 20 Item 4. Submission of Matters to a Vote of Security Holders 20 Item 5. Other Information 21 Item 6. Exhibits and Reports on Form 8-K 21 Signature 22 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PACIFICORP CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (Millions of Dollars, except per share amounts) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, __________________ _________________ 1994 1993 1994 1993 ______ ______ ______ ______ REVENUES $ 836.1 $ 807.0 $1,701.4 $1,668.0 _______ _______ _______ _______ EXPENSES Operations 336.1 311.9 678.6 655.6 Maintenance 83.7 78.3 149.3 145.3 Administrative and general 62.2 67.8 122.5 127.8 Depreciation and amortization 112.0 101.2 217.7 198.9 Taxes, other than income taxes 31.8 31.7 63.6 64.8 Financial Services' interest expense 7.7 16.9 17.0 30.5 _______ _______ _______ _______ TOTAL 633.5 607.8 1,248.7 1,222.9 _______ _______ _______ _______ INCOME FROM OPERATIONS 202.6 199.2 452.7 445.1 _______ _______ _______ _______ INTEREST EXPENSE AND OTHER Interest expense 75.6 88.3 150.7 171.9 Interest capitalized (3.0) (2.6) (7.6) (6.3) Minority interest and other (7.4) (7.2) (11.6) (13.8) _______ _______ _______ _______ TOTAL 65.2 78.5 131.5 151.8 _______ _______ _______ _______ Income before income taxes and cumulative effect of change in accounting principle 137.4 120.7 321.2 293.3 Income taxes 48.1 28.8 111.4 88.9 _______ _______ _______ _______ INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 89.3 91.9 209.8 204.4 Cumulative effect of change in accounting for income taxes - - - 4.0 _______ _______ _______ _______ NET INCOME 89.3 91.9 209.8 208.4 RETAINED EARNINGS BEGINNING OF PERIOD 386.0 242.7 351.3 210.4 Cash dividends declared Preferred stock (9.9) (9.8) (19.8) (20.0) Common stock per share: 1994 and 1993/$.27 and $.54 (76.4) (73.6) (152.3) (147.6) _______ _______ _______ _______ RETAINED EARNINGS END OF PERIOD $ 389.0 $ 251.2 $ 389.0 $ 251.2 _______ _______ _______ _______ _______ _______ _______ _______ EARNINGS ON COMMON STOCK (Net income less preferred dividend requirement) $ 79.3 $ 82.2 $ 190.1 $ 188.7 Average number of common shares outstanding (Thousands) 282,445 272,542 281,950 271,851 EARNINGS PER COMMON SHARE Before cumulative effect of change in accounting principle $ .28 $ .30 $ .67 $ .68 Cumulative effect on prior years of change in accounting for income taxes - - - .01 _______ _______ _______ _______ TOTAL $ .28 $ .30 $ .67 $ .69 _______ _______ _______ _______ _______ _______ _______ _______ See accompanying Notes to Condensed Consolidated Financial Statements |
PACIFICORP CONDENSED CONSOLIDATED BALANCE SHEETS (Millions of Dollars) (Unaudited) ASSETS June 30, December 31, 1994 1993 ________ ____________ PROPERTY, PLANT AND EQUIPMENT Electric $10,305.9 $10,000.6 Telecommunications 1,660.3 1,649.9 Other 63.2 65.8 Accumulated depreciation and amortization (4,025.6) (3,863.5) ________ ________ Net 8,003.8 7,852.8 Construction work in progress 379.2 356.8 ________ ________ TOTAL PROPERTY, PLANT AND EQUIPMENT 8,383.0 8,209.6 ________ ________ CURRENT ASSETS Cash and cash equivalents 18.1 31.2 Accounts receivable less allowance for doubtful accounts: 1994/$7.8 and 1993/$8.2 424.1 451.0 Materials, supplies and fuel stock at average cost 205.3 203.2 Inventory 68.2 70.1 Finance assets 94.2 118.7 Other 46.3 80.5 ________ ________ TOTAL CURRENT ASSETS 856.2 954.7 ________ ________ OTHER ASSETS Investments in and advances to affiliated companies 269.6 240.5 Cost in excess of net assets of businesses acquired 172.3 171.1 Regulatory assets - net 995.5 974.9 Finance note receivable 221.4 223.3 Finance assets 515.0 561.4 Real estate investments 202.3 303.7 Deferred charges and other 309.1 319.9 ________ ________ TOTAL OTHER ASSETS 2,685.2 2,794.8 ________ ________ TOTAL ASSETS $11,924.4 $11,959.1 ________ ________ ________ ________ See accompanying Notes to Condensed Consolidated Financial Statements |
PACIFICORP CONDENSED CONSOLIDATED BALANCE SHEETS (Millions of Dollars) (Unaudited) CAPITALIZATION AND LIABILITIES June 30, December 31, 1994 1993 ________ ____________ COMMON EQUITY Common shareholder capital shares authorized 750,000,000; shares outstanding: 1994/283,030,093 and 1993/281,020,717 $ 2,989.3 $ 2,953.4 Retained earnings 389.0 351.3 Guarantees of Employee Stock Ownership Plan borrowings (32.9) (42.1) ________ ________ TOTAL COMMON EQUITY 3,345.4 3,262.6 ________ ________ PREFERRED STOCK 367.4 367.4 ________ ________ PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 219.0 219.0 ________ ________ LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 3,813.9 3,923.6 ________ ________ CURRENT LIABILITIES Long-term debt and capital lease obligations currently maturing 164.3 155.6 Notes payable and commercial paper 527.5 553.5 Accounts payable 293.6 360.5 Taxes, interest and dividends payable 272.0 252.5 Customer deposits and other 119.4 121.2 ________ ________ TOTAL CURRENT LIABILITIES 1,376.8 1,443.3 ________ ________ DEFERRED CREDITS Income taxes 1,866.7 1,833.3 Investment tax credits 193.6 200.0 Other 637.3 605.7 ________ ________ TOTAL DEFERRED CREDITS 2,697.6 2,639.0 ________ ________ MINORITY INTEREST 104.3 104.2 ________ ________ CONTINGENCIES (See Note 2) TOTAL CAPITALIZATION AND LIABILITIES $11,924.4 $11,959.1 ________ ________ ________ ________ See accompanying Notes to Condensed Consolidated Financial Statements |
PACIFICORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions of Dollars) (Unaudited) Six Months Ended June 30, ________________________ 1994 1993 ______ ______ CASH FLOWS FROM OPERATING ACTIVITIES Income before cumulative effect of change in accounting principle $ 209.8 $ 204.4 Adjustments to reconcile income before cumulative effect of change in accounting principle to net cash provided by operating activities Depreciation and amortization 236.8 221.2 Deferred income taxes and investment tax credits - net 32.1 35.4 Interest capitalized on equity funds (1.5) (2.0) Minority interest and other 10.1 27.1 Accounts receivable and prepayments 43.5 28.9 Materials, supplies, fuel stock and inventory (.6) (3.0) Accounts payable and accrued liabilities (14.6) (26.6) ______ ______ NET CASH PROVIDED BY OPERATING ACTIVITIES 515.6 485.4 ______ ______ CASH FLOWS FROM INVESTING ACTIVITIES Construction (362.9) (303.7) Proceeds from sales of assets 4.0 385.0 Investment in finance note - (225.0) Proceeds from sales of finance assets and principal payments 137.2 81.7 Other (29.2) 21.6 ______ ______ NET CASH USED IN INVESTING ACTIVITIES (250.9) (40.4) ______ ______ See accompanying Notes to Condensed Consolidated Financial Statements |
PACIFICORP CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Millions of Dollars) (Unaudited) Six Months Ended June 30, ________________________ 1994 1993 ______ ______ CASH FLOWS FROM FINANCING ACTIVITIES Changes in short-term debt (26.0) (38.2) Proceeds from long-term debt 8.6 154.4 Proceeds from issuance of common stock 34.8 51.5 Dividends paid (171.9) (197.6) Repayments of long-term debt and capital lease obligations (99.2) (361.8) Redemptions of preferred stock - (50.0) Other (24.1) (20.6) ______ ______ NET CASH USED BY FINANCING ACTIVITIES (277.8) (462.3) ______ ______ DECREASE IN CASH AND CASH EQUIVALENTS (13.1) (17.3) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 31.2 50.2 ______ ______ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18.1 $ 32.9 ______ ______ ______ ______ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for Interest $ 191.9 $ 206.4 Income taxes net of refunds 83.6 77.9 See accompanying Notes to Condensed Consolidated Financial Statements |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1994
1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements as of June 30, 1994 and for the periods ended June 30, 1994 and 1993, in the opinion of management, include all adjustments, constituting only normal recording of accruals, necessary for a fair presentation of financial position, results of operations and cash flows for such periods. A significant part of the business of PacifiCorp (the "Company") is of a seasonal nature; therefore, results of operations for the period ended June 30, 1994 are not necessarily indicative of the results for a full year. These condensed consolidated financial statements should be read in con- junction with the financial statements and related notes incorporated by reference in the Company's 1993 Annual Report on Form 10-K.
The condensed consolidated financial statements of the Company encompass two businesses primarily of a utility nature -- Electric Operations (Pacific Power and Utah Power) and an 87%-owned Telecommunications operation (Pacific Telecom, Inc.); and a wholly owned Financial Services business (PacifiCorp Financial Services, Inc.). The Company's wholly owned subsidiary, PacifiCorp Holdings, Inc. ("Holdings"), holds all of its nonelectric utility investments. Together these businesses are referred to herein as the Companies. Significant intercompany transactions and balances have been eliminated.
Investments in and advances to affiliated companies represent investments in unconsolidated affiliated companies carried on the equity basis, which approximates the Company's equity in their underlying net book value.
Certain amounts from the prior period have been reclassified to conform with the 1994 method of presentation. These reclassifications had no effect on previously reported consolidated net income.
2. CONTINGENT LIABILITIES
The Company and its subsidiaries are parties to various legal claims, actions and complaints, certain of which involve material amounts. Although the Company is unable to predict with certainty whether or not it will ultimately be successful in these legal proceedings or, if not, what the impact might be, management presently believes that disposition of these matters will not have a materially adverse effect on the Company's consoli- dated results of operations.
The Internal Revenue Service ("IRS") completed its examination of the Company's federal income tax returns for the years 1983 through 1986. The Company and the IRS have agreed to a settlement on all of the issues, except for certain issues relating to the Company's abandonment of its 10% interest
in Washington Public Power Supply System Unit 3. The Company and the IRS continue to discuss the remaining unagreed issue.
During 1993, the IRS completed its examination of the Company's federal income tax returns for 1987 and 1988, and has proposed certain adjustments increasing taxes by $26 million. The Company has appealed adjustments totaling more than the net proposed increased tax. Conferences with the IRS are ongoing in 1994.
In the opinion of management, the outcome of the 1983 through 1988 federal income tax examinations will not have a material effect on the Company's consolidated financial position or results of operations.
The Company's 1989 and 1990 federal income tax returns are currently under examination by the IRS.
Several Superfund sites have been identified where the Company has been or may be designated as a potentially responsible party. Future costs associated with the disposition of these matters are not expected to be material to the Company's consolidated results of operations.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY RESULTS OF OPERATIONS Six Months Percentage Ended Percentage Second Quarter Increase/ June 30, Increase/ ________________ _______________ 1994 1993 (Decrease) 1994 1993 (Decrease) ____ ____ __________ ____ ____ __________ (Dollars in Millions, except per share) Revenues $ 836.1 $ 807.0 4% $1,701.4 $1,668.0 2% _______ ______ _______ _______ Income from operations 202.6 199.2 2 452.7 445.1 2 _______ ______ _______ _______ Net income 89.3 91.9 (3) 209.8 208.4 1 _______ ______ _______ _______ Earnings contribution on common stock (1) Electric Operations 56.0 62.2 (10) 145.8 157.0 (7) Telecommunications 15.2 12.1 26 28.9 23.8 21 Other 8.1 7.9 3 15.4 3.9 * _______ ______ _______ _______ Earnings before cumulative effect of change in accounting principle 79.3 82.2 (4) 190.1 184.7 3 Cumulative effect of change in accounting for income taxes (2) - - - - 4.0 * _______ ______ _______ _______ Total $ 79.3 $ 82.2 (4) $ 190.1 $ 188.7 1 _______ ______ _______ _______ _______ ______ _______ _______ Earnings per common share Before cumulative effect of change in accounting principle $ .28 $ .30 (7) $ .67 $ .68 (1) Cumulative effect of change in accounting for income taxes (2) - - - - .01 * _______ ______ _______ _______ Total $ .28 $ .30 (7) $ .67 $ .69 (3) _______ ______ _______ _______ _______ ______ _______ _______ Average number of common shares outstanding (thousands) 282,445 272,542 4 281,950 271,851 4 *Not a meaningful number. (1) Earnings contribution on common stock by segment: (a) does not reflect elimination for interest on intercompany borrowing arrangements; (b) includes income taxes on a separate company basis, with any benefit or detriment of consolidation reflected in Other; (c) amounts are net of preferred dividend requirements and minority interest. (2) Represents the net effect on prior years of the adoption of Statement of Financial Accounting Standards 109, "Accounting for Income Taxes." |
. Earnings contribution on common stock decreased $3 million or 4%.
.. Electric Operations' earnings contribution decreased $6 million or 10% primarily due to the effects in 1994 of poor hydro conditions in the region and a higher effective income tax rate.
.. Telecommunications' earnings contribution increased $3 million or 26% primarily due to decreased interest expense, a gain on the sale of noncore businesses and a favorable valuation adjustment related to a lease liability.
.. The earnings contribution of other businesses remained constant. A $5 million increase in interest revenue from a note received in connection with the June 1993 sale of NERCO, Inc. was offset by the effects of a $3 million gain in 1993 on the disposition of a co- generation project and a $2 million tax benefit in 1993 resulting from the resolution of 1985 and 1986 federal audit issues by Financial Services. In addition, the continued downsizing of Financial Services led to an $8 million decrease in revenues, offset by a $9 million decrease in finance interest expense.
. The average number of common shares outstanding rose 4% due to the issuance of 6 million shares in a September 1993 public offering and issuances under dividend reinvestment and employee stock ownership plans.
. Earnings contribution on common stock before cumulative effect of change in accounting principle increased $5 million or 3%.
.. Electric Operations' earnings contribution decreased $11 million or 7% primarily due to the effects in 1994 of a warmer than normal winter heating season, poor hydro conditions in the region and a higher effective income tax rate.
.. Telecommunications' earnings contribution increased $5 million or 21% primarily due to decreased interest expense, gains from the sale of noncore businesses and increased income from operations.
.. The earnings contribution of other businesses increased $12 million primarily due to a $12 million increase in interest revenue from the note received in connection with the June 1993 sale of NERCO, Inc. In addition, the continued downsizing of Financial Services led to a $12 million decrease in revenues, offset by a $14 million decrease in finance interest expense.
. The average number of common shares outstanding rose 4% due to the the same factors described above.
RESULTS OF OPERATIONS Electric Operations ___________________ Six Months Percentage Ended Percentage Second Quarter Increase/ June 30, Increase/ ________________ _______________ 1994 1993 (Decrease) 1994 1993 (Decrease) ____ ____ __________ ____ ____ __________ (Dollars in Millions) Revenues Residential $145.6 $140.9 3% $ 353.7 $ 351.9 1% Commercial 134.9 129.3 4 274.3 265.3 3 Industrial 186.2 171.2 9 354.7 334.6 6 Other 7.7 7.5 3 15.1 14.8 2 _____ _____ _______ _______ Retail sales 474.4 448.9 6 997.8 966.6 3 Wholesale sales 123.0 119.6 3 241.7 240.9 - Other 15.5 8.7 78 27.2 18.4 48 _____ _____ _______ _______ Total 612.9 577.2 6 1,266.7 1,225.9 3 Operating expenses 448.5 408.8 10 891.9 841.2 6 _____ _____ _______ _______ Income from operations 164.4 168.4 (2) 374.8 384.7 (3) _____ _____ _______ _______ Net income 66.0 71.9 (8) 165.5 176.7 (6) Preferred dividend requirement 10.0 9.7 3 19.7 19.7 - _____ _____ _______ _______ Earnings contribution $ 56.0 $ 62.2 (10) $ 145.8 $ 157.0 (7) _____ _____ _______ _______ _____ _____ _______ _______ Energy sales (millions of kWh) Residential 2,494 2,484 - 5,976 6,223 (4) Commercial 2,498 2,373 5 5,065 4,898 3 Industrial 5,258 4,865 8 9,942 9,455 5 Other 152 151 1 305 302 1 _____ _____ _______ _______ Retail sales 10,402 9,873 5 21,288 20,878 2 Wholesale sales 3,414 3,580 (5) 6,951 7,114 (2) _____ _____ _______ _______ Total 13,816 13,453 3 28,239 27,992 1 ______ ______ _______ _______ ______ ______ _______ _______ Residential average usage (kWh) 2,183 2,220 (2) 5,238 5,570 (6) Total customers (end of period) 1,340,174 1,305,639 3 1,340,174 1,305,639 3 |
. Revenues increased $36 million or 6%.
.. Residential revenues increased $5 million or 3% primarily due to a $4 million increase resulting from the pass-through of a BPA price increase that was effective in October 1993.
.. Commercial revenues increased $6 million or 4% primarily due to a 2% increase in the number of customers and an increase in customer average usage.
.. Industrial revenues increased $15 million or 9% primarily due to an 8% increase in kWh volume. Irrigation revenues increased $9 million primarily due to the effects in 1994 of drier weather. Revenues from other industrial customers increased $6 million, primarily due to increased sales to customers in the paper and pulp and oil and gas industries.
.. Wholesale revenues increased $3 million or 3% while energy sales declined 5%. Higher prices for firm and secondary market sales resulted in increased revenues of $6 million and increased volumes sold under existing and new firm sales contracts added $6 million. The increases were offset in part by a $9 million decrease resulting from lower volume sold in the secondary market.
.. Other revenues increased $7 million or 78% primarily due to increased rental revenue and revenue from the sale of timber.
. Operating expenses increased $40 million or 10%.
.. Fuel expense increased $12 million or 12% due to a 10% increase in thermal generation, primarily resulting from a 40% reduction in hydro generation and increased kWh sold.
.. Purchased power expense increased $15 million or 27% primarily due to higher prices, a $3 million price increase relating to a BPA peaking purchase contract and a $2 million decrease in BPA exchange benefits.
.. Maintenance expense increased $5 million or 11% primarily due to overhaul timing differences at thermal plants.
.. Depreciation and amortization expense increased $5 million or 7% primarily due to additional plant in service.
. Earnings contribution decreased $6 million or 10%.
.. Income from operations decreased $4 million or 2%.
.. Interest expense decreased $8 million or 10% due to the effect of a $6 million accrual in 1993 for a possible settlement relating to coal issues and a $3 million decrease resulting from refinancing long-term debt during 1993 at lower interest rates, partially offset by the $2 million effect in 1994 of increased average short-term debt outstanding at higher rates.
.. Income tax expense increased $11 million or 39% due to reversal of tax depreciation on vintages previously flowed through to customers of $5 million, a nonrecurring 1993 tax benefit of $3 million, the 1% increase in the federal tax rate of $2 million and reduced amortization of investment tax credits due to extended book lives of $1 million.
. Revenues increased $41 million or 3%.
.. Residential revenues increased $2 million or 1% and kWh volume declined 4%. Revenues increased $15 million resulting from the pass-through of a BPA price increase that was effective in October 1993 and $8 million due to a 2% increase in the number of customers. These increases were partially offset by the effects of warmer temperatures during the winter heating season and nonweather related decreases in customer average usage in 1994 resulting in revenue declines of $17 million and $5 million, respectively.
.. Commercial revenues increased $9 million or 3% primarily due to a 2% increase in the number of customers and an increase in customer average usage.
.. Industrial revenues increased $20 million or 6% due to a 5% increase in kWh volume. Sales to irrigation customers increased $9 million
primarily due to effects of drier weather in 1994. Sales to other industrial customers, mainly in the paper and pulp industry, increased $11 million.
.. Wholesale revenues remained constant while kWh volume declined 2%.
Firm contract revenue increased $19 million, $10 million from
additional volume sold and $9 million from price increases. Mild
weather in early 1994 reduced secondary sales volume by 27% and reduced
revenues by $18 million.
.. Other revenues increased $9 million or 48% primarily due to increases in rental revenue and revenue from the sale of timber.
. Operating expenses increased $51 million or 6%.
.. Fuel expense increased $22 million or 10% due to a 9% increase in thermal generation primarily resulting from a 21% decrease in hydro generation and increased kWh sales.
.. Purchased power expense increased $10 million or 7% while kWh volume declined 22%. Increases in purchased power expense were due to a decrease in BPA exchange benefits of $13 million, a price increase relating to a BPA peaking contract of $5 million and volume and price increases on other firm purchase contracts of $11 million. Partially offsetting these increases was a $21 million decrease in nonfirm energy purchases primarily due to a 55% reduction in kWh volume purchased.
.. Maintenance expense increased $6 million or 7% due to start-up costs of $3 million to bring a furloughed gas plant back on line and the timing of plant maintenance.
.. Depreciation and amortization expense increased $10 million or 7% primarily due to additional plant in service.
. Earnings contribution decreased $11 million or 7%.
.. Income from operations decreased $10 million or 3%.
.. Interest expense decreased $9 million or 7% due to a $7 million decrease resulting from the effect of refinancing long-term debt during 1993 at lower interest rates and the effect of a $6 million accrual in 1993 for a possible settlement relating to coal issues, partially offset by the $4 million effect of increased average debt outstanding in 1994.
.. Income tax expense increased $10 million or 12% primarily due to reversal of tax depreciation on vintages previously flowed through to customers of $4 million, a nonrecurring 1993 tax benefit of $3 million, the 1% increase in the federal tax rate of $2 million and reduced amortization of investment tax credits due to extended book lives of $1 million.
Telecommunications __________________ Six Months Percentage Ended Percentage Second Quarter Increase/ June 30, Increase/ ________________ _______________ 1994 1993 (Decrease) 1994 1993 (Decrease) ____ ____ __________ ____ ____ __________ (Dollars in Millions) Revenues Local network service $ 23.2 $ 20.0 16% $ 46.2 $ 39.3 18% Network access service 41.7 44.9 (7) 83.4 89.3 (7) Long distance network service 64.9 65.8 (1) 125.5 132.2 (5) Private line service 14.3 17.0 (16) 29.2 33.6 (13) Sales of cable capacity .4 1.4 (71) 2.6 2.5 4 Other 26.0 24.9 4 49.4 46.9 5 _____ _____ _____ _____ Total 170.5 174.0 (2) 336.3 343.8 (2) Operating expenses 135.8 139.6 (3) 266.9 277.1 (4) _____ _____ _____ _____ Income from operations 34.7 34.4 1 69.4 66.7 4 _____ _____ _____ _____ Net Income 17.6 14.0 26 33.4 28.2 18 Minority interest and other 2.4 1.9 26 4.5 4.4 2 _____ _____ _____ _____ Earnings contribution $ 15.2 $ 12.1 26 $ 28.9 $ 23.8 21 _____ _____ _____ _____ _____ _____ _____ _____ Telephone access lines (end of period) 407,946 386,852 5 407,946 386,852 5 Long lines originating billed minutes (thousands) 185,958 179,071 4 360,009 347,998 3 |
The Federal Communications Commission adopted a final order dated May 24, 1994, relating to the restructuring of the Alaska interstate long distance marketplace. Pacific Telecom's long lines subsidiary, Alascom, Inc. ("Alascom") filed a petition for review of the final order, but has initiated implementation of the order. Pacific Telecom received the first of two $75 million transitional payments in July 1994 from American Telephone and Telegraph Company ("AT&T"). Alascom's rate base was reduced by $75 million, which will result in lower revenues and depreciation expense in future periods.
. Revenues decreased $4 million or 2%.
.. Local network service revenues increased $3 million or 16% primarily due to $2 million of revenue from extended calling area service and the $1 million revenue effect of access line growth of 5%. The implementa- tion of extended calling area service routes shift revenues from network access revenue, long distance revenue and other revenue to local network service revenue.
.. Network access service revenues decreased $3 million or 7% primarily due to a $2 million decrease as a result of the shift of extended calling area service to local exchange companies and lower out-of- period revenue adjustments of $2 million.
.. Private line service revenues decreased $3 million or 16% as a result of Pacific Telecom's exit of certain noncore businesses.
. Operating expenses decreased $4 million or 3%.
.. Administrative and general expense decreased $4 million or 18% primarily due to reduced corporate support and employee benefit costs.
. Earnings contribution increased $3 million or 26%.
.. Income from operations was virtually unchanged.
.. Interest expense decreased $3 million or 24% as a result of lower borrowing levels in 1994.
.. Other income increased $4 million primarily due to a $3 million gain on the sale of noncore businesses and a $1 million valuation adjustment to a lease liability.
.. Income tax expense increased $3 million or 51% due to higher taxable income and the effects of a 1% increase in the federal income tax rate effective in mid-1993.
. Revenues decreased $8 million or 2%.
.. Local network service revenues increased $7 million or 18% primarily due to $4 million of revenue from extended calling area service, the $2 million effect of 5% access line growth and $1 million as a result of a rate increase.
.. Network access service revenues decreased $6 million or 7% primarily due to a $3 million decrease as a result of the shift of extended calling area service to local exchange companies and lower out-of- period revenue adjustments of $3 million.
.. Long distance network service revenues decreased $7 million or 5% primarily due to a $5 million decrease as a result of the exit of an Alaskan local exchange company from the national access charge pools, the $3 million revenue effect of recoverable expense reductions and a $2 million decrease as a result of the shift of extended calling area service. These decreases were offset in part by increases of $1 million due to growth in billed minutes of 3% and $1 million resulting from a higher rate of return.
.. Private line service revenues decreased $4 million or 13% as a result of Pacific Telecom's exit of certain noncore businesses.
. Operating expenses decreased $10 million or 4%.
.. Operations expense decreased $3 million or 3% primarily due to a $4 million decrease in access expense related to the exit of the Alaskan local exchange company from national access charge pools and a $3 million decrease in long lines leased circuit expense, partially offset by $3 million of increased cellular expense primarily due to customer growth.
.. Maintenance expense decreased $2 million or 4% primarily due to the sale of noncore businesses.
.. Administrative and general expense decreased $6 million or 15% primarily due to $5 million of reduced corporate support and employee benefit costs and diminished activities for noncore businesses.
. Earnings contribution increased $5 million or 21%.
.. Income from operations increased $3 million or 4%.
.. Interest expense decreased $5 million or 22% as a result of lower borrowing levels in 1994.
.. Other income increased $4 million primarily due to a $3 million gain on the sale of noncore businesses and a $1 million valuation adjustment to a lease liability.
.. Income tax expense increased $5 million or 43% due to higher taxable income and the effects of a 1% increase in the federal income tax rate effective in mid-1993.
FINANCIAL CONDITION -
For the six months ended June 30, 1994:
Net cash flows of $516 million were provided by operating activities during the period. Uses for cash were: $363 million for construction program expenditures and $172 million for dividends.
During the period, the Company issued 2,009,376 shares of its common stock under the Dividend Reinvestment and Employee Stock Purchase Plans.
At June 30, 1994, the Company had $421 million of commercial paper and bank borrowings outstanding at an average weighted rate of 4.48%. These borrowings are supported by a $500 million revolving credit agreement. At June 30, 1994, the consolidated subsidiaries had access to $811 million of short-term funds through committed bank revolving credit agreements. Subsidiaries had $50 million of commercial paper outstanding at June 30, 1994, as well as borrowings of $117 million under bank revolving credit facilities. At June 30, 1994, subsidiaries had $57 million of short-term debt classified as long-term debt as they have the intent and ability to support short-term borrowings through the various revolving credit facilities on a long-term basis. The Company and its subsidiaries have intercompany borrowing arrangements providing for loans of funds between parties at short-term market rates.
In May 1994, Standard & Poor's Corporation raised the ratings on Holdings' senior unsecured long-term debt to BBB- from BB+ and short-term debt to A3 from B. This action will reduce fees payable under Holdings' credit agreement.
In July 1994, Moody's Investors Service, Inc. lowered the ratings on Pacific Telecom's senior unsecured medium-term notes to Baa1 from A3.
Pacific Telecom has definitive agreements with US West Communi- cations, Inc. to purchase local telephone properties in Colorado for approximately $207 million and similar properties in Oregon and Washington for approximately $182 million. The Colorado Public Utilities Commission order approving the acquisition of the Colorado properties with conditions became final in June 1994. Pacific Telecom expects to close the transaction in late 1994. Completion of the transaction relating to the Oregon and Washington properties is dependent on corporate, regulatory and governmental approvals, receipt of which is expected to occur prior to the end of 1995. Pacific Telecom expects to fund these acquisitions through the issuance of external debt and internally generated funds.
On July 8, 1994, Pacific Telecom's subsidiary, Alascom, received the first of two $75 million transitional payments from AT&T. Pacific Telecom is treating these payments as a taxable event in the year received. However, a letter ruling from the IRS will be sought to clarify the proper tax treatment. The funds have been invested on a temporary basis and will be redeployed in Pacific Telecom's local exchange acquisition program. See Item 2. Results of Operations - Telecommunications on page 14.
The condensed consolidated financial statements as of June 30, 1994 and for the three- and six-month periods then ended have been reviewed by Deloitte & Touche, independent accountants, in accordance with standards established by the American Institute of Certified Public Accountants. A copy of their report is included herein.
Deloitte & Touche _________________ _____________________________________________________ 3900 US Bancorp Tower Telephone:(503)222-1341 111 SW Fifth Avenue Facsimile:(503)224-2172 Portland, Oregon 97204-3698 |
PacifiCorp:
We have reviewed the accompanying condensed consolidated balance sheet of PacifiCorp and subsidiaries as of June 30, 1994, and the related condensed consolidated statements of income and retained earnings for the three- and six-month periods ended June 30, 1994 and 1993 and of cash flows for the six- month periods ended June 30, 1994 and 1993. These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of PacifiCorp and subsidiaries as of December 31, 1993, and the related consolidated statements of income and retained earnings and of cash flows for the year then ended (not presented herein); and in our report dated February 18, 1994 (which contains a paragraph describing the Company's change of accounting in 1993 for income taxes and other postretirement benefits), we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1993 is fairly stated, in all material respects, in relation to the consoli- dated balance sheet from which it has been derived.
DELOITTE & TOUCHE
August 11, 1994
PART II. OTHER INFORMATION
At the Company's annual meeting of shareholders on May 11, 1994, the shareholders approved the 1993 Restatement of the PacifiCorp Long- Term Incentive Plan. Votes cast in relationship to this matter are summarized as follows:
Against Or Abstentions And For Withheld Broker Non-votes ___ __________ ________________ 202,112,674 29,323,582 6,215,569 |
The shareholders also ratified the appointment of Deloitte & Touche to serve as independent auditors of the Company for the year 1994. Votes cast in relation to this matter are summarized as follows:
Against Or Abstentions And For Withheld Broker Non-votes ___ __________ ________________ 232,495,294 2,260,913 2,895,618 |
The shareholders also elected four Class I Directors, each for terms expiring at the 1997 Annual Meeting and one Class III Director for a term expiring at the 1996 Annual Meeting. Votes cast in relation to this matter are summarized as follows:
Against Or Abstentions And For Withheld Broker Non-votes ___ __________ ________________ Class I C. Todd Conover 232,177,273 5,474,552 - John C. Hampton 231,981,302 5,670,523 - Nolan E. Karras 231,983,273 5,668,552 - Keith R. McKennon 232,276,589 5,375,236 - Class III Frederick W. Buckman 232,227,308 5,424,517 - |
The Directors whose terms continued and the years their terms expire are as follows:
C. M. Bishop, Jr. (Class III, 1996); Richard C. Edgley (Class II, 1995); A. M. Gleason (Class II, 1995); Stanley K. Hathaway (Class II, 1995); Don M. Wheeler (Class III, 1996); Nancy Wilgenbusch (Class III, 1996).
On August 10, 1994, the Company and IBEW Local 125 came to a tentative agreement in negotiations of a labor contract. The current contract will be extended through August 26, 1994. The Company anticipates the union members will vote on the proposed contract before that date. The contract covers approximately 650 employees in central and northern Oregon, Washington and Sandpoint, Idaho. If the proposed contract is not approved, a strike with resulting disruption of operations is possible.
(a) Exhibits.
Exhibit 4(a): Ninth Supplemental Indenture dated as of June 1, 1994 to the Mortgage and Deed of Trust dated as of January 9, 1989 between the Company and Morgan Guaranty Trust Company of New York, Trustee.
Exhibit 4(b): Fifty-second Supplemental Indenture dated as of June 1, 1994 to the Mortgage and Deed of Trust dated as of July 1, 1947 between Pacific Power & Light Company and Guaranty Trust Company of New York (Morgan Guaranty Trust Company of New York, successor) and Oliver R. Brooks, et al. (resigned), Trustees.
Exhibit 4(c): Fifty-fourth Supplemental Indenture dated as of June 1, 1994 to the Mortgage and Deed of Trust dated as of Decem- ber 1, 1943 between Utah Power & Light Company and Guaranty Trust Company of New York (Morgan Guaranty Trust Company of New York, successor) and Arthur E. Burke, et al. (resigned), Trustees.
Exhibit 12: Statement of Computation of Ratio of Earnings to Fixed Charges.
Exhibit 15: Letter re unaudited interim financial information of awareness of incorporation by reference.
(b) Reports on Form 8-K.
On Form 8-K dated May 24, 1994, under "Item 5. Other Events," the Company reported an announcement by Pacific Telecom, Inc. that the Federal Communications Commission had released a written order which adopted a modified version of the Final Recommended Decision proposed last October by the Federal-State Alaska Joint Board to restructure the Alaska interstate telecommunications market. In addition, the Company filed its news release issued on May 27, 1994, concerning realignment of senior officer responsibilities.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PACIFICORP
Date August 12, 1994 By /s/Daniel L. Spalding ________________________ ___________________________________ Daniel L. Spalding Senior Vice President (Chief Accounting Officer) |
EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE _______ ___________ ____ 4(a) Ninth Supplemental Indenture dated as of June 1, 1994 4(b) Fifty-second Supplemental Indenture dated as of June 1, 1994 4(c) Fifty-fourth Supplemental Indenture dated as of June 1, 1994 12 Statements of Computation of Ratio of Earnings to Fixed Charges 15 Deloitte & Touche Audit Opinion |
EXHIBIT 4(a)
PACIFICORP
(AN OREGON CORPORATION)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(A NEW YORK CORPORATION)
AS TRUSTEE UNDER PACIFICORP'S
MORTGAGE AND DEED OF TRUST,
DATED AS OF JANUARY 9, 1989
NINTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1994
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
NINTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the first day of June, 1994, made and entered into by and between PacifiCorp, a corporation of the State of Oregon, whose address is 700 NE Multnomah, Portland, Oregon 97232 (hereinafter sometimes called the "Company"), and Morgan Guaranty Trust Company of New York, a New York corporation, whose address is 60 Wall Street, New York, New York 10260 (the "Trustee"), as Trustee under the Mortgage and Deed of Trust, dated as of January 9, 1989, as heretofore amended and supplemented (hereinafter called the "Mortgage"), is executed and delivered by PacifiCorp to secure the payment of bonds issued or to be issued under and in accordance with the provisions of the Mortgage, this indenture (hereinafter called the "Ninth Supplemental Indenture") being supplemental thereto.
WHEREAS, the Mortgage was or is to be recorded in the official records of the States of Arizona, California, Colorado, Idaho, Montana, New Mexico, Oregon, Utah, Washington and Wyoming and various counties within such states, which counties include or will include all counties in which this Ninth Supplemental Indenture is to be recorded; and
WHEREAS, by the Mortgage the Company covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the Lien of the Mortgage any property thereafter acquired, made or constructed and intended to be subject to the Lien thereof; and
WHEREAS, in addition to the property described in the Mortgage, the Company has acquired certain other property, rights and interests in property; and
WHEREAS, the Company executed, delivered, recorded and filed Supplemental Indentures as follows:
DATED AS OF ------------------------- First March 31, 1989 Second December 29, 1989 Third March 31, 1991 Fourth December 31, 1991 Fifth March 15, 1992 Sixth July 31, 1992 Seventh March 15, 1993 Eighth November 1, 1993; |
and
WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage and Collateral Trust Bonds, of the series and in the principal amounts as follows:
AGGREGATE AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT SERIES DUE DATE ISSUED OUTSTANDING ------------------------- ----------- ----------------- ----------------- First -- 10.45% 1/9/90 $ 500,000 0 Second -- Medium-Term Notes, Series various 250,000,000 $ 250,000,000 A Third -- Medium-Term Notes, Series various 200,000,000 175,000,000 B Fourth -- Medium-Term Notes, Series various 300,000,000 289,428,781 C Fifth -- Medium-Term Notes, Series various 250,000,000 250,000,000 D Sixth -- C-U various 250,432,000 236,471,000 Seventh -- Medium-Term Notes, Series various 500,000,000 500,000,000 E Eighth -- 6 3/4% 4/1/2005 150,000,000 150,000,000 Ninth -- Medium-Term Notes, Series various 480,000,000 480,000,000 F Tenth -- E-L various 71,200,000 71,200,000; |
and
WHEREAS, Section 2.03 of the Mortgage provides that the form or forms, terms and conditions of and other matters not inconsistent with the provisions of the Mortgage, in connection with each series of bonds (other than the First Series) issued thereunder, shall be established in or pursuant to one or more Resolutions and/or shall be established in one or more indentures supplemental to the Mortgage, prior to the initial issuance of bonds of such series; and
WHEREAS, Section 22.04 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations, restrictions or provisions for the benefit of any one or more series of bonds issued thereunder and provide that a breach thereof shall be equivalent to a Default under the Mortgage, or the Company may cure any ambiguity contained therein, or in any supplemental indenture, or may (in lieu of establishment in or pursuant to Resolution in accordance with Section 2.03 of the Mortgage) establish the forms, terms and provisions of any series of bonds other than said First Series, by an instrument in writing executed by the Company; and
WHEREAS, the Company now desires to create a new series of bonds and (pursuant to the provisions of Section 22.04 of the Mortgage) to add to its covenants and agreements contained in the Mortgage certain other covenants and agreements to be observed by it; and
WHEREAS, the execution and delivery by the Company of this Ninth Supplemental Indenture, and the terms of the bonds of the Eleventh Series hereinafter referred to, have been duly authorized by the Board of Directors in or pursuant to appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That PACIFICORP, an Oregon corporation, in consideration of the premises and of good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the
receipt and sufficiency whereof is hereby acknowledged, and in order to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of such bonds, and to confirm the Lien of the Mortgage on certain after-acquired property, hereby mortgages, pledges and grants a security interest in (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Mortgage), unto Morgan Guaranty Trust Company of New York, as Trustee, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, all properties of the Company real, personal and mixed acquired by the Company after the date of the Mortgage, subject to the provisions of Section 18.03 of the Mortgage, of any kind or nature (except any herein or in the Mortgage expressly excepted) now owned or, subject to the provisions of Section 18.03 of the Mortgage, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including the properties described in Articles IV and V hereof, and including (without limitation) all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same; all power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, waterways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity and other forms of energy (whether now known or hereafter developed) by steam, water, sunlight, chemical processes and/or (without limitation) all other sources of power (whether now known or hereafter developed); all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto; all telephone, radio, television and other communications, image and data transmission systems, air-conditioning systems and equipment incidental thereto, water wheels, water works, water systems, steam and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, turbines, electric, gas and other machines, prime movers, regulators, meters, transformers, generators (including, but not limited to, engine-driven generators and turbogenerator units), motors, electrical, gas and mechanical appliances, conduits, cables, water, steam, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, towers, overhead conductors and devices, underground conduits, underground conductors and devices, wires, cables, tools, implements, apparatus, storage battery equipment and all other fixtures and personalty; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current and other forms of energy, gas, steam, water or communications, images and data for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith and (except as herein or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore described;
TOGETHER WITH all and singular the tenements, hereditaments, prescriptions, servitudes and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 13.01 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 18.03 of the Mortgage, all the property, rights and franchises acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) after the date hereof, except any herein or in the
Mortgage expressly excepted, shall be and are as fully mortgaged and pledged
hereby and as fully embraced within the Lien of
the Mortgage as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and mortgaged hereby or thereby.
PROVIDED THAT the following are not and are not intended to be now or
hereafter mortgaged or pledged hereunder, nor is a security interest therein
hereby granted or intended to be granted, and the same are hereby expressly
excepted from the Lien and operation of the Mortgage, namely: (1) cash, shares
of stock, bonds, notes and other obligations and other securities not hereafter
specifically pledged, paid, deposited, delivered or held under the Mortgage or
covenanted so to be; (2) merchandise, equipment, apparatus, materials or
supplies held for the purpose of sale or other disposition in the usual course
of business or for the purpose of repairing or replacing (in whole or part) any
rolling stock, buses, motor coaches, automobiles or other vehicles or aircraft
or boats, ships or other vessels, and any fuel, oil and similar materials and
supplies consumable in the operation of any of the properties of the Company;
rolling stock, buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all crops (both growing and
harvested), timber (both growing and harvested), minerals (both in place and
severed), and mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general intangibles and
choses in action, and all contracts, leases and operating agreements not
specifically pledged under the Mortgage or covenanted so to be; (4) the last day
of the term of any lease or leasehold which may be or become subject to the Lien
of the Mortgage; (5) electric energy, gas, water, steam, ice and other
materials, forms of energy or products generated, manufactured, produced or
purchased by the Company for sale, distribution or use in the ordinary course of
its business; (6) any natural gas wells or natural gas leases or natural gas
transportation lines or other works or property used primarily and principally
in the production of natural gas or its transportation, primarily for the
purpose of sale to natural gas customers or to a natural gas distribution or
pipeline company, up to the point of connection with any distribution system;
(7) the Company's franchise to be a corporation; (8) any interest (as lessee,
owner or otherwise) in the Wyodak Facility, including, without limitation, any
equipment, parts, improvements, substitutions, replacements or other
property relating thereto; (9) all properties that PacifiCorp, a Maine corporation, and/or Utah Power & Light Company, a Utah corporation, had contracted to dispose of and that had been released from the liens of the Pacific Mortgage and the Utah Mortgage, respectively, prior to January 9, 1989, but title to which properties had not passed to the grantee(s) thereof as of said date; and (10) any property heretofore released pursuant to any provision of the Mortgage and not heretofore disposed of by the Company; provided, however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver for the Trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XV of the Mortgage by reason of the occurrence of a Default;
AND PROVIDED FURTHER, that as to any property of the Company that, pursuant to the after-acquired property provisions thereof, is now or hereafter becomes subject to the lien of a mortgage, deed of trust or similar indenture that is now or may in accordance with the Mortgage hereafter become designated as a Class "A" Mortgage, the Lien hereof shall at all times be junior and subordinate to the lien of such Class "A" Mortgage;
TO HAVE AND TO HOLD all such properties, real, personal and mixed, mortgaged and pledged, or in which a security interest has been granted by the Company as aforesaid, or intended so to be (subject, however, to Excepted Encumbrances as defined in Section 1.06 of the Mortgage), unto Morgan Guaranty Trust Company of New York, as Trustee, and its successors and assigns forever;
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, this Ninth Supplemental Indenture being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed, and to the estates, rights, obligations and duties of the Company
and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successor or successors in the trust, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee by the Mortgage as a part of the property therein stated to be conveyed.
The Company further covenants and agrees to and with the Trustee and its successor or successors in such trust under the Mortgage, as follows:
ARTICLE I
ELEVENTH SERIES OF BONDS
SECTION 1.01. There shall be a series of bonds designated "Secured Medium-Term Notes, Series G" (herein sometimes referred to as the Eleventh Series), each of which shall also bear the descriptive title "First Mortgage and Collateral Trust Bond," and the form thereof, which shall be established by or pursuant to a Resolution, shall contain suitable provisions with respect to the matters hereinafter in this Section specified.
(I) Bonds of the Eleventh Series shall mature on such date or dates not less than nine months nor more than 100 years from the date of issue as shall be set forth in or determined in accordance with a Resolution filed with the Trustee and shall be issued as fully registered bonds in the denomination of Two Thousand Dollars and, at the option of the Company, of any multiple or multiples of Two Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof).
The Company reserves the right to establish, at any time, by or pursuant to a Resolution filed with the Trustee, a form of coupon bond, and of appurtenant coupons, for the Eleventh Series and to provide for exchangeability of such coupon bonds with the bonds of the Eleventh Series issued hereunder in full registered form and to make all appropriate provisions for such purpose.
(II) Bonds of the Eleventh Series shall bear interest at such rate or rates (which may either be fixed or variable), payable on such dates, and have such other terms and provisions not inconsistent with the Mortgage as may be set forth in or determined in accordance with a Resolution filed with the Trustee. Bonds of the Eleventh Series shall be dated and shall accrue interest as provided in Section 2.06 of the Mortgage.
Interest payable on any bond of the Eleventh Series and punctually paid or duly provided for on any interest payment date for such bond will be paid to the person in whose name the bond is registered at the close of business on the Record Date (as hereinafter specified) for such bond next preceding such interest payment date; provided, however, that the first payment of interest on any bond with an Issue Date (as hereinafter specified) between a Record Date and an interest payment date or on an interest payment date will be made on the interest payment date following the next succeeding Record Date to the registered owner on such next Record Date (unless the Company elects, in its sole discretion, to pay such interest on the first interest payment date after the Issue Date, in which case such interest will be paid to the person in whose name the bond is originally issued), provided, further, that interest payable at maturity or upon earlier redemption will be payable to the person to whom principal shall be payable. The "Record Date" with respect to bonds of the Eleventh Series of a designated interest rate and maturity shall be determined by or in accordance with a Resolution filed with the Trustee. "Issue Date" with respect to bonds of the Eleventh Series of a designated interest rate and maturity shall mean the date of first authentication of bonds of such designated interest rate and maturity.
Any interest on any bond of the Eleventh Series which is payable but is not punctually paid or duly provided for, on any interest payment date for such bond (herein called "Defaulted Interest"), shall forthwith cease to be payable to the registered owner on the relevant Record Date for the payment of such interest solely by virtue of such owner having been such owner; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in subsection (i) or (ii) below:
(i) The Company may elect to make payment of any Defaulted Interest on the bonds of the Eleventh Series to the persons in whose
names such bonds are registered at the close of business on a Special Record Date (as hereinafter defined) for the payment of such Defaulted Interest, which shall be fixed in the following manner: The Company shall, at least 30 days prior to the proposed date of payment, notify the Trustee in writing (signed by an Authorized Financial Officer of the Company) of the amount of Defaulted Interest proposed to be paid on each bond of the Eleventh Series and the date of the proposed payment (which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this subsection provided and not to be deemed part of the Mortgaged and Pledged Property. Thereupon, the Trustee shall fix a record date (herein referred to as a "Special Record Date") for the payment of such Defaulted Interest which date shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each registered owner of a bond of the Eleventh Series at his address as it appears in the bond register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the bonds of the Eleventh Series are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following subsection (ii).
(ii) The Company may make payment of any Defaulted Interest on the bonds of the Eleventh Series in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this subsection, such payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each bond of the Eleventh Series delivered under the Mortgage upon transfer of or in exchange for or in lieu of any other bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other bond and each such bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution.
(III) The principal of and interest on each bond of the Eleventh Series shall be payable at the office or agency of the Company 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 public and private debts or in such other currency or currency unit as shall be determined by or in accordance with a Resolution filed with the Trustee.
(IV) Each bond of the Eleventh Series may be redeemable prior to maturity at the option of the Company, as determined by or in accordance with a Resolution filed with the Trustee. The Company may redeem any of the bonds of the Eleventh Series which are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice in accordance with Section 12.02 of the Mortgage.
(V) Each bond of the Eleventh Series may be subject to the obligation of the Company to prepay or purchase such bond at the option of the holder thereof, as determined by or in accordance with a Resolution filed with the Trustee.
(VI) Each bond of the Eleventh Series may have such other terms as are not inconsistent with Section 2.03 of the Mortgage and as may be determined by or in accordance with a Resolution filed with the Trustee.
(VII) At the option of the registered owner, any bonds of the Eleventh Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
(VIII) Bonds of the Eleventh Series shall be transferable, subject to any restrictions thereon set forth in any such bond of the Eleventh Series, upon the surrender thereof for cancellation, together with a written instrument of transfer in form approved by the registrar duly executed by the registered owner or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any transfer or exchange of bonds of the Eleventh Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 2.08 of the Mortgage, but the Company hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of the Eleventh Series.
(IX) After the execution and delivery of this Ninth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage and this Ninth Supplemental Indenture, it is contemplated that there shall be issued from time to time bonds of the Eleventh Series in an aggregate principal amount not to exceed Five Hundred Million Dollars ($500,000,000). Bonds of the Eleventh Series shall be issued pro rata on the basis of Class "A" Bonds of the Fifty-seventh Series, designated "First Mortgage Bond Medium-Term Notes, Series G," issued under each of the Utah Mortgage and the Pacific Mortgage and delivered to the Trustee. The claim of the registered owner of any such Class "A" Bond shall be limited to the principal amount of the bonds of the Eleventh Series issued and Outstanding on the basis of such Class "A" Bond.
(X) Upon receipt by the Trustee from time to time of a written request or requests (stating that the Trustee holds an aggregate principal amount of Class "A" Bonds of the Fifty-seventh Series, designated "First Mortgage Bond Medium-Term Notes, Series G," issued under the Utah Mortgage and the Pacific Mortgage which exceeds the principal amount of bonds of the Eleventh Series then Outstanding and stating the amount
of such excess and the principal amount of any such Class "A" Bonds to be cancelled) executed by an Authorized Executive Officer of the Company, the Trustee shall return to the corporate trustee under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, for cancellation, a principal amount of Class "A" Bonds issued in the name of and held by the Trustee with respect to bonds of the Eleventh Series not to exceed the excess of the principal amount of such Class "A" Bonds then so held over the principal amount of bonds of the Eleventh Series then Outstanding. Upon cancellation of any such principal amount of Class "A" Bonds, the Trustee shall receive from the corporate trustee under the Utah Mortgage or corporate trustee under the Pacific Mortgage, as the case may be, a Class "A" Bond in the principal amount not so cancelled.
(XI) The Trustee shall, within 30 days after any due date for the payment of interest or principal on bonds of the Eleventh Series, with respect to which due date full payment has not been made, notify in writing (signed by the President, a Vice President, an Assistant Vice President or a Trust Officer) the corporate trustees under each of the Utah Mortgage and Pacific Mortgage that interest or principal due and payable on such bonds has not been fully paid and the amount of funds required to make such payment. If after such notice is given, the Company cures the nonpayment within the cure period permitted in the Mortgage, the Trustee shall, as soon as practicable, notify the corporate trustees under the Utah Mortgage and Pacific Mortgage of such cure.
ARTICLE II
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE
SECTION 2.01. The Company reserves the right, without any consent or other action by holders of bonds of the Eighth Series, or any series of bonds subsequently created under the Mortgage (including the bonds of the Eleventh Series), to make such amendments to the Mortgage, as heretofore amended and supplemented, as shall be necessary in order to
amend the first proviso to the granting clause of the Mortgage, which proviso sets forth the properties excepted from the Lien of the Mortgage, to add a new exception (10) which shall read as follows:
"(10) allowances allocated to steam-electric generating plants owned by the Company or in which the Company has interests, pursuant to Title IV of the Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15, 1990, 104 Stat. 2399, 42 USC Section 7651, ET SEQ., as now in effect or as hereafter supplemented or amended."
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01. The right, if any, of the Company to assert the defense of usury against a holder or holders of bonds of the Eleventh Series or any subsequent series shall be determined only under the laws of the State of New York.
SECTION 3.02. The terms defined in the Mortgage shall, for all purposes of this Ninth Supplemental Indenture, have the meanings specified in the Mortgage.
SECTION 3.03. The Trustee hereby accepts the trusts hereby declared, provided, created or supplemented, and agrees to perform the same upon the terms and conditions herein and in the Mortgage, as hereby supplemented, set forth, including the following:
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. Each and every term and condition contained in Article XIX of the Mortgage shall apply to and form part of this Ninth Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Ninth Supplemental Indenture.
SECTION 3.04. Whenever in this Ninth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to
the provisions of Articles XVIII and XIX of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Ninth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 3.05. Nothing in this Ninth Supplemental Indenture, expressed or implied, is intended, or shall be construed to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons outstanding under the Mortgage, any right, remedy or claim under or by reason of this Ninth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Ninth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and of the coupons outstanding under the Mortgage.
SECTION 3.06. This Ninth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
ARTICLE IV
SPECIFIC DESCRIPTION OF PROPERTY
(Added to Pacific Power System)
The following described properties of the Company, owned as of the date hereof, and used (or held for future development and use) in connection with the Pacific Power Division of the Company's electric utility systems, or for other purposes, as hereinafter indicated, respectively:
C--ELECTRIC SUBSTATIONS AND SWITCHING STATIONS
All of the following described real property in the States of Oregon, Washington and Wyoming used by the Company in connection with the operation and maintenance of the electric substations hereinafter designated:
C-205--HOLLADAY SUBSTATION
Land in MULTNOMAH County, State of OREGON
C-205 ITEM 3: A tract of land located in Section 35, Township 1 North, Range 1 East, W.M., described as follows:
Parcel 1 of partition Plat No. 1992-20 in the City of Portland (Commonly known as the East Half of Lots 5 and 6 of Block 76 of Holladay's Addition to East Portland).
C-340--LAKEPORT SUBSTATION
Lands in KLAMATH County, State of OREGON
Land additional to and adjoining the tract described in C-340 Item, described as follows:
C-340 ITEM 2: A tract of land situate in the Northeast Quarter of the Southeast Quarter of Section 19, Township 38 South, Range 9 East of the Willamette Meridian, described as follows:
Beginning at a point which is north a distance of 2564.5 feet and west a distance of 1337.2 feet from the iron axle which marks the southeast corner of Section 19, said point of beginning also being on the southerly right of way of Front Street (now known as Hank's Street) which point is 30.0 feet east of the northeast corner of Block 2, Klamath Lake Addition, as shown on the official plat of said Klamath Lake Addition on file in the County Clerk's office in Klamath County, Oregon; and running south along the 1/16 line on the west side of the northeast quarter of the southeast quarter of said Section 19, a distance of 220.0 feet to the true point of beginning; thence north 70 DEG. 53' east a distance of 232.3 feet; thence north 36 DEG. 12' east to the south right of way line of Lakeport Blvd., thence southeasterly along said right of way line to the northwest corner of that property conveyed to Ralph Smith and Alice Smith, husband and wife and William Smith and Wendell Smith, and described as Parcel 2 in Deed
Volume 215 at page 170, Deed Records of Klamath County, Oregon, thence southerly along the westerly line of said Deed Volume 215 at page 170, Deed Records of Klamath County, Oregon to the southwest corner thereof, thence west to the southeast corner of that certain property described in Deed Volume 285 on page 444, Deed Records of Klamath County, Oregon, said point being west 210 feet from the west line of the northeast quarter of the southeast quarter of said Section 19; thence north 260 feet to the northeast corner of that certain property described in Deed Volume 296, page 177, Deed Records of Klamath County, Oregon, thence west along the north line of said Deed Volume 210 feet to the west line of the northeast quarter of the southeast quarter of said Section 19, thence north along said west line to the point of beginning.
C-425--VOELKER SUBSTATION
Lands in YAKIMA County, State of WASHINGTON
C-425 ITEM: A tract of land in Section 30, Township 13 North, Range 19 East, Willamette Meridian, described as follows:
That portion of Parcel "B" of Short Plat recorded in Book 91 of Short Plats, Page 121, under Auditor's File No. 2937427, Records of Yakima County, Washington, described as follows:
Beginning at a point on the west line of said Parcel "B", a distance of 58.00 feet south, from the northwest corner thereof; thence north 0 DEG. 5' 30" west, a distance of 58.00 feet to said northwest corner; thence north 89 DEG. 46' 12" east, reference bearing, along the north line of said Parcel "B", to the northeast corner thereof; thence south 19 DEG. 25' 35" east, along the east line of said Parcel "B", a distance of 350.30 feet, to the southeast corner thereof; thence north 90 DEG. 00' 00" west along the south line of said Parcel "B", and said south line extended, a distance of 375.00 feet; thence north 19 DEG. 25' 35" west, a distance of 287.30 feet more or less to a point which bears north 89 DEG. 46' 12" east of the point of beginning; thence south 89 DEG. 46' 12" west, a distance of 154.42 feet more or less to the point of beginning.
C-426--BIG THREE SUBSTATION
Lands in NATRONA County, State of WYOMING
C-426 ITEM: That part of the Big Three Addition to the City of Casper land situated in the Northeast Quarter of the Southeast Quarter and the Southeast Quarter of the Southeast Quarter of Section 7, Township 33 North, Range 79 West, 6th Principal Meridian, described as follows:
Beginning at the southwest corner of said Big Three Addition; thence north 33 DEG. 30' 11" east a distance of 275.99 feet along the west line of said Big Three Addition to the northwest corner of the parcel being described; thence north 89 DEG. 45' 07" east a distance of 332.29 feet along a line parallel to the south line of said Big Three Addition to the northeast corner of the parcel being described; thence south 8 DEG. 02' 31" west a distance of 177.53 feet along a line parallel to the east line of said Big Three Addition to a point; thence north 78 DEG. 10' 00" west a distance of 10.13 feet to a point; thence south 6 DEG. 40' 00" west a distance of 56.33 feet to a point on the south line of said Big Three Addition; thence south 89 DEG. 45' 07" west a distance of 443.34 feet along the south line of said Big Three Addition to the point of beginning.
C-427--CHERRY LANE SUBSTATION
Lands in JEFFERSON County, State of OREGON
C-427 ITEM: A parcel of land in the Southwest Quarter of the Southwest Quarter of Section 25, Township 10 South, Range 13 East of the Willamette Meridian, described as follows:
Beginning at the southwest section corner of said Section 25; thence along the south line of said Section 25, south 89 DEG. 24' 45" east, 945.54 feet to a point on said south line that bears north 89 DEG. 24' 45" west, 380.10 feet from the southeast corner of said southwest quarter of the southwest quarter for a true point of beginning; thence perpendicular to said south line north 00 DEG. 35' 15" east, 380.00 feet to a point; thence parallel with said south line south 89 DEG. 24' 45" east, 376.51 feet to a point on the
east line of said southwest quarter of the southwest quarter; thence along said east line south 00 DEG. 02' 44" west, 380.02 feet to the southeast corner of said southwest quarter of the southwest quarter; thence along said south line north 89 DEG. 24' 45" west, 380.10 feet to the true point of beginning.
C-428--DAIRY SUBSTATION
Lands in KLAMATH County, State of OREGON
C-428 ITEM: A parcel of land located in Section 25, Township 38 South, Range 10 East of the Willamette Meridian, described as follows:
Commencing at a 1/2" iron pin monumenting the east quarter corner of said Section 25; thence south 00 DEG. 30' 58" west, along the west boundary of Section 31 in Township 38 South, Range 11 1/2 East 286.38 feet to a 5/8" iron pin monumenting the northwest corner of Government Lot 2 in said Section 31 for the true point of beginning; thence south 88 DEG. 56' 11" east, along the north boundary of said Lot 2, a distance of 490.09 feet to a 5/8" iron pin monumenting northeast corner thereof; thence South 00 DEG. 30' 33" west, along the east boundary of said Lot 2, a distance of 176.22 feet to a 5/8" iron pin witness monument; thence continue along said east lot boundary, south 00 DEG. 30' 33" west 10.00 feet to intersect the northerly right of way line of the Klamath Falls-Lakeview Highway No. 140; thence south 87 DEG. 50' 04" west, along said right of way line 490.63 feet to intersect the aforesaid west boundary of Section 31; thence north 00 DEG. 30' 58" east along said west boundary, 10.00 feet to a 5/8" iron pin witness monument; thence continue along said west boundary, north 00 DEG. 30' 58" east 203.87 feet to the true point of beginning.
Saving and excepting therefrom that parcel conveyed to California Oregon Power Company by Deed recorded March 21, 1952, in Deed Volume 253 on page 538, records of Klamath County, Oregon.
H--OFFICE BUILDINGS
The following office and service centers of the Company in the State of Oregon include the following described real property:
H-46--PORTLAND OFFICE BUILDING (LLOYD TOWER CENTER)
In MULTNOMAH County, State of OREGON
H-46 ITEM: All of Blocks 94 through 99, inclusive, HOLLADAY'S ADDITION TO EAST PORTLAND, in the City of Portland, together with those portions of N.E. Wasco Street as vacated by Ordinance No. 106007; and of N.E. Clackamas Street as vacated by Ordinance No. 41807 and of N.E. 8th Avenue as vacated by Ordinance No.'s 41806 and 106007, which inured thereto, EXCEPTING THEREFROM the north 10 feet of Blocks 96 and 97 and that portion of vacated N.E. 8th Avenue which inured thereto; the east 10 feet of Blocks 97, 98 and 99 and those portions of vacated N.E. Wasco Street and vacated N.E. Clackamas Street which inured thereto; the south 10 feet of Blocks 94 and 99 and that portion of vacated N.E. 8th Avenue which inured thereto; and the west 10 feet of Blocks 94, 95 and 96 and those portions of vacated N.E. Wasco Street and vacated N.E. Clackamas Street which inured thereto as deeded to the City of Portland for street purposes by Book 1373, Page 1220, recorded August 9, 1979, and by Book 1863, Page 141, recorded September 20, 1957; together with appurtenant rights created by a Bridge Easement Agreement dated December 3, 1986 between Lloyd Corporation, Ltd., a California corporation and SI-Lloyd Associates Limited Partnership, an Indiana limited partnership recorded December 3, 1986 in Book 1960, Page 636 and amended by Amendment and Restatement of Easement Agreement recorded February 18, 1987 in Book 1980, Page 2864, and by instrument recorded October 23, 1990 in Book 2355, Page 1856, Deed Records of Multnomah County.
H-47--PORTLAND COMPUTER CENTER (WASCO BUILDING)
In MULTNOMAH County, State of OREGON
H-47 ITEM: Block 70, HOLLADAY'S ADDITION TO EAST PORTLAND, in the City of Portland, EXCEPTING THEREFROM the west 10 feet of Lots 1, 2, 3 and 4 taken for the widening of N.E. Union Avenue.
J--MISCELLANEOUS REAL ESTATE
All of the following described real property of the Company located in the State of Oregon held for future use as transmission line rights of way, namely:
J-42--Lands in JOSEPHINE County, State of OREGON
J-42 ITEM 2: A tract of land situated in the Southeast Quarter of Section 19, Township 36 South, Range 5 West, of the Willamette Meridian, described as follows:
Beginning at a point which is 1755 feet north and 1302 feet east of the south quarter corner of said Section, said point being on the west boundary of the county road; thence north 106 feet, more or less, to the southeast corner of a parcel of land conveyed to the Union Oil Company, by Deed recorded in Deed Book 54, at page 454; thence west 203 feet to the center of irrigation ditch; thence south 10 DEG. 20' 00" east along the center of said ditch 107.64 feet to a point west of the point of beginning; thence east 184 feet to the point of beginning.
LESS AND EXCEPT that portion lying within relocated 6th Street as described in Final Order in Case No. 77-557-L, Josephine County Court Records.
J-59--Lands in JACKSON County, State of OREGON
J-59 ITEM: The Southwest Quarter, the West Half of the Southeast Quarter, and Lots 3 and 4 of Section 35, Township 36 South, Range 1 West of the Willamette Meridian.
J-60--Lands in JACKSON County, State of OREGON
J-60 ITEM: Tracts 35-56 inclusive and Tracts 64 and 65 of ELEVEN-EIGHTY ORCHARD TRACT, according to the official plat recorded in Jackson County.
ARTICLE V
SPECIFIC DESCRIPTION OF PROPERTY
(ADDED TO UTAH POWER SYSTEM)
The following described properties of the Company, owned as of the date hereof, and used (or held for future development and use in connection with the Utah Power Division of the Company's electric utility systems, or for other purposes, as hereinafter indicated respectively:
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01006
Lands in BEAR LAKE County, State of IDAHO
Parcel #1:
A Tract of land in Section 1, Township 13 South, Range 43 East of the
Boise Meridian, and in Section 6, Township 13 South, Range 44 East of
the Boise Meridian, more particularly described as follows:
Beginning at the Northwest Corner of Section 6, Township and Range aforesaid, and running thence South 0 DEG. 05' 05" East 1562.81 feet (shown of record as North); thence South 62 DEG. 45' 24" West 370.68 feet; thence South 75 DEG. 47' 42" West 439.36 feet; thence South 68 DEG. 10' 20" West 886.81 feet; thence South 48 DEG. 17' 09" West 719.09 feet; thence South 89 DEG. 45' 15" West 1848.16 feet along an existing fence line; thence South 0 DEG. 16' 35" East 1280.10 feet along an existing fence line; thence South 89 DEG. 59' 11" East 589 feet along an existing fence line; thence North 35 DEG. 25' 26" East 344.28 feet along an existing fence line; thence North 68 DEG. 35' 07" East 2909.70 feet (shown of record as North 68 DEG. 00' East) along an existing fence line; thence South 16 DEG. 30' East 710.69 feet (shown of record as 660 feet) along an
existing fence line; thence North 58 DEG. 00' East 280.5 feet along an existing fence line; thence North 2 DEG. 45' 05" East 495 feet (shown South of Record; thence North 89 DEG. 44' 58" East 2133.70 feet along an existing fence line; thence North 15 DEG. 01' 55" East 685.55 feet along an existing fence line; thence South 80 DEG. 30' East 409.92 feet, more or less, to the Bear River; thence along the West bank of the Bear River along the following 8 courses: thence North 24 DEG. 05' 40" West 29.19 feet; thence North 35 DEG. 50' 57" East 199.84 feet; thence North 42 DEG. 28' 29" East 253.13 feet; thence North 10 DEG. 06' 46" East 85.58 feet; thence North 29 DEG. 20' 00" West 205.25 feet; thence North 27 DEG. 44' 24" West 296.85 feet; thence North 1 DEG. 04' 43" East 71.81 feet; thence North 29 DEG. 54' 42" East 216.96 feet; thence leaving the West bank of Bear River and running thence West 94.18 feet; thence North 22 DEG. 42' 23" West 305.02 feet; thence North 15 DEG. 04' 37" East 501.94 feet; thence West 2870 feet, more or less, to the point of beginning.
Parcel #2:
TOWNSHIP 12 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 31: Beginning at the Southwest Corner of said Section 31 and running thence North 2008 feet; thence East 1475.1 feet; thence North 1056 feet; thence East 412.5 feet; thence South 3064 feet; thence West 1887.6 feet to the point of beginning.
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01007
Lands in BEAR LAKE County, State of IDAHO
TOWNSHIP 13 SOUTH, RANGE 43 EAST OF THE BOISE MERIDIAN:
Section 12: NW 1/4 NE 1/4
Section 1: S 1/2 SE 1/4; and Lot 9
ALSO: Beginning at a point in the center of Outlet, 7 1/2 chains South from the Northeast Corner of the Southeast Quarter of
Section 1, Township 13 South, Range 43 East, of the Boise Meridian, and
running thence South 58 DEG. West along center of said outlet 4 chains;
thence North 16 DEG. 30' West along said Outlet 7 1/2 chains; thence
South 72 DEG. West 35 chains to the West boundary line of Lot 10 in said
Section 1; thence South to the Southwest Corner of said Lot 10; thence
East 160 rods, more or less, to the Southeast corner of the NE 1/4
SE 1/4 of said Section 1; thence North 12 1/2 chains, more or less, to
the place of beginning.
TOWNSHIP 13 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 6: Commencing at a point 3.50 chains North from the Southwest corner of Section 6, in Township 13 South, Range 44 East of the Boise Meridian, and running thence North 31 DEG. 55' East 25 chains and 42 links; thence North 66 DEG. 30' West 14.50 chains, thence South 27.90 chains, more or less, to the place of beginning.
Together with any and all water rights appurtenant to said property, including but not limited to State of Idaho License and Certificate of Water Right No. 30521, and together with a perpetual right of way described as follows:
A perpetual unfenced RIGHT-OF-WAY located in the Northwest Quarter of the Southwest Quarter of Section 1, and in the Northeast Quarter of the Southeast Quarter of Section 2, Township 13 South, Range 43 East of the Boise Meridian as follows:
Beginning at a point on the East line of the Bern Ovid County Road on
the North line of the Northeast Quarter of the Southeast Quarter of
Section 2, Township 13 South, Range 43 East of the Boise Meridian,
thence Southeasterly to the Northwest Corner of the Frank Colombo land
in Section 1, Township 13 South, Range 43 East Boise Meridian, in Idaho.
DIMPLE DELL SUBSTATION--PARCEL NUMBER: US01014
Lands in SALT LAKE County, State of UTAH
Beginning at a Northeast corner of the tract of land owned by DAVID EVANS MITCHELL and VENITA ELSIE MITCHELL as of June 29, 1993, which point of beginning is South 78 DEG. 02' 11" East 2197.22 feet from the Northwest corner of the Southeast quarter of Section 16, Township 3 South, Range 1 East, Salt Lake Base and Meridian; and running thence West 298.02 feet to the West boundary line of said land; thence South 311.83 feet along said West boundary line to the Southwest corner of said land; thence South 82 DEG. 42' East 150.43 feet along the South boundary line to a Southeast corner of said land; thence North 150 feet along an East boundary line of said land; thence South 82 DEG. 42' East 150 feet to the East boundary line of said land; thence North 200 feet along said East boundary line to the point of beginning.
LAKEPARK 138KV SUBSTATION--PARCEL NUMBER: US01015
Lands in SALT LAKE County, State of UTAH
Beginning at a point which is South 0 DEG. 14' 00" West along the East section line 536.29 feet and North 89 DEG. 52' 12" West 941.98 feet from the East one quarter corner of Section 23, Township 1 South, Range 2 West, Salt Lake Base and Meridian; thence South 0 DEG. 14' 00" West 687.89 feet; thence North 89 DEG. 58' 00" West 734.35 feet to the West line of a UTAH POWER & LIGHT COMPANY pole line easement shown as Entry No. 2864157, Page 424, Book 4362, Salt Lake County Recorder's office; thence North 0 DEG. 06' 20" West along said West line 689.13 feet; thence South 89 DEG. 52' 12" East 738.43 feet to the point of BEGINNING.
IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by an Authorized Executive Officer of the Company, and its corporate seal to be attested to by its Secretary or one of its Assistant Secretaries for and in its behalf, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested to by one of its Assistant Secretaries, all as of the day and year first above written.
[SEAL] PACIFICORP By RICHARD T. O'BRIEN ------------------------------- |
Vice President Attest:
[SEAL] as Trustee By MICHAEL CULHANE ------------------------------- |
Vice President Attest:
STATE OF OREGON
COUNTY OF MULTNOMAH ss.:
On this 12th day of July, 1994, before me, LEE ANN PETRIE, a Notary Public
in and for the State of Oregon, personally appeared RICHARD T. O'BRIEN and JOHN
M. SCHWEITZER, known to me to be a Vice President and an Assistant Secretary,
respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and acknowledged this instrument to be the free, voluntary and in
all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.
My commission expires: April 16, 1996 [SEAL] Residing at: Portland, Oregon STATE OF NEW YORK |
COUNTY OF NEW YORK ss.:
On this 6th day of July, 1994, before me, JOANNE E. ILSE, a Notary Public in and for the State of New York, personally appeared MICHAEL CULHANE and MARY E. MCNULTY, known to me to be a Vice President and Assistant Secretary, respectively, of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.
EXHIBIT 4(b)
PACIFICORP
(AN OREGON CORPORATION)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(SUCCESSOR CORPORATE TRUSTEE TO BANKERS TRUST COMPANY)
AS TRUSTEE UNDER PACIFIC POWER &
LIGHT COMPANY'S MORTGAGE AND
DEED OF TRUST, DATED AS OF
JULY 1, 1947
FIFTY-SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1994
SUPPLEMENTAL TO PACIFIC POWER & LIGHT COMPANY'S
MORTGAGE AND DEED OF TRUST
DATED AS OF JULY 1, 1947
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
FIFTY-SECOND SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the first day of June, 1994 (hereinafter referred to as the "Fifty-second Supplemental Indenture") is made as a supplement to that certain Mortgage and Deed of Trust, dated as of July 1, 1947, as heretofore amended and supplemented (hereinafter referred to as the "Mortgage"), executed and delivered by Pacific Power & Light Company, a Maine corporation that heretofore changed its name to PacifiCorp (hereinafter referred to as the "Original Mortgagor").
This Fifty-second Supplemental Indenture is entered into by and between (a) PACIFICORP, a corporation of the State of Oregon into which the Original Mortgagor heretofore was merged, whose address is 700 NE Multnomah, Portland, Oregon 97232 (hereinafter referred to as the "Company"); and (b) MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation whose address is 60 Wall Street, New York, New York 10260 (hereinafter referred to as "Corporate Trustee" or "Trustee").
WHEREAS, the Mortgage (including all indentures supplemental thereto) was recorded in the official records of the States of California, Idaho, Montana, Oregon, Utah, Washington and Wyoming and various counties within said states in which this Fifty-second Supplemental Indenture is to be recorded, and was filed as a financing statement in accordance with the Uniform Commercial Codes of each of said states; and
WHEREAS, the Original Mortgagor executed, delivered, recorded and filed its Supplemental Indentures as follows:
DATED AS OF ------------------------- First April 1, 1950 Second March 1, 1952 Third September 1, 1952 Fourth April 1, 1954 Fifth August 1, 1954 Sixth October 1, 1955 Seventh January 1, 1957 Eighth September 1, 1957 Ninth January 1, 1958 Tenth July 1, 1958 Eleventh September 1, 1960 |
DATED AS OF ------------------------- Twelfth June 22, 1961 Thirteenth April 1, 1962 Fourteenth December 1, 1962 Fifteenth April 1, 1963 Sixteenth August 1, 1963 Seventeenth October 1, 1964 Eighteenth October 1, 1965 Nineteenth December 15, 1967 Twentieth May 1, 1969 Twenty-first November 1, 1969 Twenty-second July 1, 1970 Twenty-third February 1, 1971 Twenty-fourth October 1, 1971 Twenty-fifth October 1, 1972 Twenty-sixth January 1, 1974 Twenty-seventh October 1, 1974 Twenty-eighth May 1, 1975 Twenty-ninth January 1, 1976 Thirtieth July 1, 1976 Thirty-first December 1, 1976 Thirty-second January 1, 1977 Thirty-third November 1, 1977 Thirty-fourth April 1, 1979 Thirty-fifth October 1, 1980 Thirty-sixth March 1, 1981 Thirty-seventh October 15, 1981 Thirty-eighth August 1, 1982 Thirty-ninth April 1, 1983 Fortieth March 1, 1986 Forty-first July 1, 1986 Forty-second July 1, 1987; |
and
WHEREAS, the Original Mortgagor has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated
First Mortgage Bonds, of the Series and in the principal amounts as follows:
AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL SERIES DUE DATE ISSUED AMOUNT OUTSTANDING ------------------------------- -------------- ------------------ ------------------- 1. First--3 1/4% 1977 $ 38,000,000 0 2. Second--3% 1980 9,000,000 0 3. Third--3 5/8% 1982 12,500,000 0 4. Fourth--3 3/4% 9/1/1982 7,500,000 0 5. Fifth--3 3/8% 1984 8,000,000 0 6. Sixth--3 1/2% 8/1/1984 30,000,000 0 7. Seventh--3 5/8% 1985 10,000,000 0 8. Eighth--5 3/8% 1987 12,000,000 0 9. Ninth--5 3/4% 9/1/1987 20,000,000 0 10. Tenth--4 1/4% 1988 15,000,000 0 11. Eleventh--4 3/8% 7/1/1988 20,000,000 0 12. Twelfth--5 1/8% 1990 20,000,000 0 13. Thirteenth--4 3/4% 1992 35,000,000 0 14. Fourteenth--4 1/2% 12/1/1992 32,000,000 0 15. Fifteenth--3 5/8% 11/1/1974 11,434,000 0 16. Sixteenth--3 5/8% 4/1/1978 4,500,000 0 17. Seventeenth--3 3/8% 8/1/1979 4,951,000 0 18. Eighteenth--4 1/8% 6/1/1981 5,849,000 0 19. Nineteenth--4 1/8% 10/1/1982 6,157,000 0 20. Twentieth--3 3/4% 3/1/1984 8,659,000 0 21. Twenty-first--4 3/8% 5/1/1986 14,454,000 0 22. Twenty-second--4 5/8% 1993 30,000,000 0 23. Twenty-third--4 5/8% 1994 30,000,000 $ 20,261,000 24. Twenty-fourth--5% 1995 30,000,000 14,168,000 25. Twenty-fifth--8% 1999 25,000,000 0 26. Twenty-sixth--8 3/4% 11/1/1999 20,000,000 0 27. Twenty-seventh--9 5/8% 2000 25,000,000 0 28. Twenty-eighth--7 7/8% 2001 40,000,000 0 29. Twenty-ninth--8% 10/1/2001 35,000,000 0 30. Thirtieth--7 3/4% 2002 30,000,000 19,744,000 31. Thirty-first--8 3/8% 2004 60,000,000 0 32. Thirty-second--9 7/8% 1983 70,000,000 0 33. Thirty-third--10 3/4% 1990 60,000,000 0 34. Thirty-fourth--10% 2006 75,000,000 0 35. Thirty-fifth--7 3/4% 7/1/2006 35,000,000 0 36. Thirty-sixth--8 5/8% 12/1/2006 50,000,000 0 |
AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL SERIES DUE DATE ISSUED AMOUNT OUTSTANDING ------------------------------- -------------- ------------------ ------------------- 37. Thirty-seventh--6 3/8% 1/1/2007 $ 17,000,000 $ 8,190,000 38. Thirty-eighth--8 7/8% 11/1/2007 100,000,000 0 39. Thirty-ninth--10 1/4% 2009 100,000,000 0 40. Fortieth--14 3/4% 2010 50,000,000 0 41. Forty-first--15 5/8% 1991 75,000,000 0 42. Forty-second--18% 10/15/1991 100,000,000 0 43. Forty-third--Adjustable Rate 11/1/2002 50,000,000 13,234,000 44. Forty-fourth--12 5/8% 2013 100,000,000 0 45. Forty-fifth--8 5/8% 3/1/1996 80,000,000 0 46. Forty-sixth--8 1/2% 7/1/1996 75,000,000 0 47. Forty-seventh--9 3/8% 1997 50,000,000 50,000,000; |
and
WHEREAS, the Original Mortgagor entered into a Reorganization Agreement and Plan of Merger dated August 12, 1987, as amended, pursuant to which, among other things, the Original Mortgagor was merged into the Company as of January 9, 1989, upon such terms as fully to preserve and in no respect to impair the Lien or security of the Mortgage or any of the rights or powers of the trustees or the bondholders thereunder; and
WHEREAS, pursuant to Article XVI of the Mortgage, the Company executed, delivered, recorded and filed its Forty-third Supplemental Indenture dated as of January 9, 1989, whereby the Company assumed and agreed to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage, in accordance with the provisions of said bonds and coupons and the Mortgage, and agreed to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Original Mortgagor, and whereby Bankers Trust Company was appointed Corporate Trustee in succession to Morgan Guaranty Trust Company of New York, resigned, under the Mortgage, and James F. Conlan was appointed Co-Trustee in succession to R.E. Sparrow, resigned, under the Mortgage; and
WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:
DATED AS OF ------------------------- Forty-fourth March 31, 1989 Forty-fifth December 29, 1989 Forty-sixth March 31, 1991; |
and
WHEREAS, pursuant to said Forty-sixth Supplemental Indenture, Morgan Guaranty Trust Company of New York was appointed Corporate Trustee in succession to Bankers Trust Company, resigned, under the Mortgage and James F. Conlan (the "Resigning Co-Trustee") resigned as Co-Trustee under the Mortgage and all the right, title and powers of the Resigning Co-Trustee devolved upon the Corporate Trustee and its successors alone until such time as a successor to the Resigning Co-Trustee shall be appointed; and
WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:
DATED AS OF ------------------------- Forty-seventh December 31, 1991 Forty-eighth March 15, 1992 Forty-ninth July 31, 1992 Fiftieth March 15, 1993 Fifty-first November 1, 1993; |
and
Whereas, the Company has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds, of the Series and in the principal amounts as follows:
AGGREGATE AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT SERIES DUE DATE ISSUED OUTSTANDING ------------------------------------ ------------- ----------------- ----------------- 48. Forty-eighth--Medium-Term Notes, various $ 125,000,000 $ 125,000,000 Series A 49. Forty-ninth--Medium-Term Notes, various 100,000,000 87,500,000 Series B 50. Fiftieth--Medium-Term Notes, Series various 150,000,000 144,714,391 C 51. Fifty-first--Medium-Term Notes, various 125,000,000 125,000,000 Series D 52. Fifty-second--C-U various 125,216,000 118,235,000 53. Fifty-third--Medium-Term Notes, various 250,000,000 250,000,000 Series E 54. Fifty-fourth -- 4/1/2005 75,000,000 75,000,000 55. Fifty-fifth--Medium-Term Notes, various 250,000,000 250,000,000 Series F 56. Fifty-sixth--E-L various 35,600,000 35,600,000; |
and
WHEREAS, in addition to the property described in the Mortgage, the Company has acquired certain other property, rights and interests in property; and
WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to the coupon bonds, if any, of such series shall be established by Resolution of the Board of Directors of the Company; that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof; and that such series may also contain such provisions not inconsistent with the provisions of the Mortgage, as supplemented, as the Board of Directors may, in its discretion, cause to be inserted therein expressing or
referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may (to the extent permitted by law) be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder and provide that a breach thereof shall be equivalent to a default under the Mortgage, or the Company may cure any ambiguity contained therein, or in any supplemental indenture, or may (in lieu of establishment by Resolution as provided in Section 8 of the Mortgage) establish the terms and provisions of any series of bonds other than the First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and the Trustee is further authorized by said Section 120 to join with the Company in the execution of such instrument or instruments, and such instrument, executed and acknowledged as aforesaid, shall be delivered to the Trustee, and thereupon any modification of the provisions of the Mortgage therein set forth, authorized by said Section 120, shall be binding upon the parties to the Mortgage, their successors and assigns, and the holders of the bonds and coupons thereby secured; provided, however, anything therein contained to the contrary notwithstanding, said Section 120 shall not be construed to permit any act, waiver, surrender or restriction adversely affecting any bonds then Outstanding under the Mortgage; and
WHEREAS, in Section 42 of the Mortgage the Original Mortgagor covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts
as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the Lien of the Mortgage any property thereafter acquired, made or constructed and intended to be subject to the Lien thereof, and to transfer to any new trustee or trustees or co-trustee or co-trustees, the estates, powers, instruments or funds held in trust thereunder; and
WHEREAS, the Company now desires to create a new series of bonds and (pursuant to the provisions of Section 120 of the Mortgage) to add to its covenants and agreements contained in the Mortgage, as heretofore supplemented, certain other covenants and agreements to be observed by it; and
WHEREAS, the execution and delivery by the Company of this Fifty-second Supplemental Indenture has been duly authorized by the Board of Directors of the Company by appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
ARTICLE I
GRANTING CLAUSES
The Company, in consideration of the premises and of One Dollar ($1) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further assurance of the estate, title and rights of the Trustee under the Mortgage and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect, and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of such bonds, and to confirm the Lien of the Mortgage on certain after-acquired property, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Morgan Guaranty Trust Company of New York as Trustee under the Mortgage, and to its successor or successors in said trust, and to said Trustee and its successors and assigns
forever, all property, real, personal and mixed acquired by the Company after the date of the Mortgage, subject to the provisions of subsection (I) of Section 87 of the Mortgage and Section 2.02 of the Forty-third Supplemental Indenture thereto, of the kind or nature specifically mentioned in Article XXI of the Mortgage or of any other kind or nature (except any herein or in the Mortgage expressly excepted) now owned, or, subject to the provisions of subsection (I) of Section 87 of the Mortgage and Section 2.02 of the Forty-third Supplemental Indenture thereto, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including the properties described in Article V hereof, and including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all other rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio, television and air conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas, and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture and chattels; all franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to public or private property, real or personal, or the occupancy of such
property and (except as herein or in the Mortgage expressly excepted) all right, title and interest the Company may now have or may hereafter acquire in and to any and all property of any kind or nature wheresoever situated;
And the Company does hereby confirm that the Company will not cause or consent to a partition, either voluntarily or through legal proceedings, of property subject to the Lien of the Mortgage whether herein described or heretofore or hereafter acquired, in which its ownership shall be as a tenant in common, except as permitted by and in conformity with the provisions of the Mortgage and particularly of Article XI thereof;
TOGETHER WITH and all and singular the tenements, hereditaments,
prescriptions, servitudes and appurtenances belonging or in anywise appertaining
to the aforementioned property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions of Section
57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income,
product and profits thereof, and all the estate, right, title and interest and
claim whatsoever, at law as well as in equity, which the Company now has or
(subject to the provisions of subsection (I) of Section 87 of the Mortgage and
Section 2.02 of the Forty-third Supplemental Indenture thereto) may hereafter
acquire in and to the aforementioned property and franchises and every part and
parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of subsection (I) of Section 87 of the Mortgage and Section 2.02 of the Forty-third Supplemental Indenture thereto, all the property, rights and franchises acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) after the date hereof, except any herein or in the Mortgage expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage, and as fully embraced within the Lien of the Mortgage, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby;
Provided that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the Lien and operation of the Mortgage, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, apparatus, materials or supplies held for the purpose of sale or other disposition in the usual course of business; fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; all aircraft, tractors, rolling stock, trolley coaches, buses, motor coaches, automobiles, motor trucks, and other vehicles and materials and supplies held for the purpose of repairing or replacing (in whole or part) any of the same; (3) bills, notes and accounts receivable, judgments, demands and choses in action, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; the Company's contractual rights or other interest in or with respect to tires not owned by the Company; (4) the last day of the term of any lease or leasehold which may be or become subject to the Lien of the Mortgage; (5) electric energy, gas, steam, water, ice and other materials or products generated, manufactured, stored, produced, purchased or acquired by the Company for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties and all Natural Gas and Oil Production Property, as defined in Section 4 of the Mortgage; and (6) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or
intended so to be, unto the Morgan Guaranty Trust Company of New York as Trustee, and its successors and assigns forever;
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisions and covenants as are set forth in the Mortgage, this Fifty-second Supplemental Indenture being supplemental to the Mortgage;
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustee under the Mortgage and the beneficiaries of the trust with respect to said property, and to the Trustee under the Mortgage and its successors in the trust, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee by the Mortgage as a part of the property therein stated to be conveyed.
ARTICLE II
FIFTY-SEVENTH SERIES OF BONDS
SECTION 2.01. There shall be a series of bonds designated "First Mortgage Bond Medium-Term Notes, Series G" (herein sometimes referred to as the "Fifty-seventh Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Fifty-seventh Series shall mature on the maturity date or dates, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "Secured Medium-Term Notes, Series G," issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Morgan Guaranty Trust Company of New York, as trustee, on the basis of such bonds of the Fifty-seventh
Series. Bonds of the Fifty-seventh Series shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear no interest; and the principal of each such bond shall be payable at the office or agency of the Company 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 public and private debts. Bonds of the Fifty-seventh Series shall be dated as in Section 10 of the Mortgage provided.
(I) Bonds of the Fifty-seventh Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage, as supplemented (including, among other things, the provisions of Sections 39, 64 or 87 of the Mortgage or with the Proceeds of Released Property), in whole at any time, or in part from time to time, prior to maturity at a redemption price equal to 100.0% of the principal amount thereof.
(II) At the option of the registered owner, any bonds of the Fifty-seventh Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, shall be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
Bonds of the Fifty-seventh Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage and to the limitations set forth in
this Fifty-second Supplemental Indenture), upon the surrender thereof for
cancellation, together with a written instrument of transfer in form approved by
the registrar duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York. Upon any transfer or exchange of bonds of the
Fifty-seventh Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as provided in
Section 12 of the Mortgage, but the Company hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds of the
Fifty-seventh Series.
The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Fifty-seventh Series as the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Morgan Guaranty Trust Company of New York, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.
Bonds of the Fifty-seventh Series shall be initially issued in the name of Morgan Guaranty Trust Company of New York, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.
After the execution and delivery of this Fifty-second Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Fifty-seventh Series in an aggregate principal amount not to exceed Two Hundred and Fifty Million Dollars ($250,000,000).
ARTICLE III
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE
SECTION 3.01. The Company reserves the right, without any consent or other action by holders of bonds of the Fifty-fourth Series, or any series of bonds subsequently created under the Mortgage (including the bonds of the Fifty-seventh Series), to make such amendments to the Mortgage, as heretofore amended and supplemented, as shall be necessary in order to amend the first proviso to the granting clause of the Mortgage, which proviso sets forth the properties excepted from the Lien of the Mortgage, to add a new exception (7) which shall read as follows:
"(7) allowances allocated to steam-electric generating plants owned by the Company or in which the Company has interests, pursuant to Title IV of the Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15, 1990, 104 Stat. 2399, 42 USC Section 7651, ET SEQ., as now in effect or as hereafter supplemented or amended."
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01. The right, if any, of the Company to assert the defense of usury against a holder or holders of bonds of the Fifty-seventh Series, or any subsequent series shall be determined only under the laws of the State of New York.
SECTION 4.02. The terms defined in the Mortgage shall, for all purposes of this Fifty-second Supplemental Indenture, have the meanings specified in the Mortgage.
SECTION 4.03. The Trustee hereby accepts the trusts declared, provided, created or supplemented in the Mortgage and herein, and agrees to perform the same upon the terms and conditions set forth herein and in the Mortgage, and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVII of the Mortgage shall apply to and form part of this Fifty-second Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Fifty-second Supplemental Indenture.
SECTION 4.04. Whenever in this Fifty-second Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Fifty-second Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 4.05. Nothing in this Fifty-second Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-second Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-second Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage.
SECTION 4.06. This Fifty-second Supplemental Indenture shall be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument.
ARTICLE V
SPECIFIC DESCRIPTION OF PROPERTY
The following described properties of the Company, owned as of the date hereof, and used (or held for future development and use) in connection with the Pacific Power Division of the Company's electric utility systems, or for other purposes, as hereinafter indicated, respectively:
C--ELECTRIC SUBSTATIONS AND SWITCHING STATIONS
All of the following described real property in the States of Oregon, Washington and Wyoming used by the Company in connection with the operation and maintenance of the electric substations hereinafter designated:
C-205--HOLLADAY SUBSTATION
Land in MULTNOMAH County, State of OREGON
C-205 ITEM 3: A tract of land located in Section 35, Township 1 North, Range 1 East, W.M., described as follows:
Parcel 1 of partition Plat No. 1992-20 in the City of Portland (Commonly known as the East Half of Lots 5 and 6 of Block 76 of Holladay's Addition to East Portland).
C-340--LAKEPORT SUBSTATION
Lands in KLAMATH County, State of OREGON
Land additional to and adjoining the tract described in C-340 Item, described as follows:
C-340 ITEM 2: A tract of land situate in the Northeast Quarter of the Southeast Quarter of Section 19, Township 38 South, Range 9 East of the Willamette Meridian, described as follows:
Beginning at a point which is north a distance of 2564.5 feet and west a distance of 1337.2 feet from the iron axle which marks the southeast corner of Section 19, said point of beginning also being on the southerly right of way of Front Street (now known
as Hank's Street) which point is 30.0 feet east of the northeast corner of Block 2, Klamath Lake Addition, as shown on the official plat of said Klamath Lake Addition on file in the County Clerk's office in Klamath County, Oregon; and running south along the 1/16 line on the west side of the northeast quarter of the southeast quarter of said Section 19, a distance of 220.0 feet to the true point of beginning; thence north 70 DEG. 53' east a distance of 232.3 feet; thence north 36 DEG. 12' east to the south right of way line of Lakeport Blvd., thence southeasterly along said right of way line to the northwest corner of that property conveyed to Ralph Smith and Alice Smith, husband and wife and William Smith and Wendell Smith, and described as Parcel 2 in Deed Volume 215 at page 170, Deed Records of Klamath County, Oregon, thence southerly along the westerly line of said Deed Volume 215 at page 170, Deed Records of Klamath County, Oregon to the southwest corner thereof, thence west to the southeast corner of that certain property described in Deed Volume 285 on page 444, Deed Records of Klamath County, Oregon, said point being west 210 feet from the west line of the northeast quarter of the southeast quarter of said Section 19; thence north 260 feet to the northeast corner of that certain property described in Deed Volume 296, page 177, Deed Records of Klamath County, Oregon, thence west along the north line of said Deed Volume 210 feet to the west line of the northeast quarter of the southeast quarter of said Section 19, thence north along said west line to the point of beginning.
C-425--VOELKER SUBSTATION
Lands in YAKIMA County, State of WASHINGTON
C-425 ITEM: A tract of land in Section 30, Township 13 North, Range 19 East, Willamette Meridian, described as follows:
That portion of Parcel "B" of Short Plat recorded in Book 91 of Short Plats, Page 121, under Auditor's File No. 2937427, Records of Yakima County, Washington, described as follows:
Beginning at a point on the west line of said Parcel "B", a distance of 58.00 feet south, from the northwest corner thereof; thence north 0 DEG. 5' 30" west, a distance of 58.00 feet to said northwest corner; thence north 89 DEG. 46' 12" east, reference bearing, along the north line of said Parcel "B", to the northeast corner thereof; thence south 19 DEG. 25' 35" east, along the east line of said Parcel "B", a distance of 350.30 feet, to the southeast corner thereof; thence north 90 DEG. 00' 00" west along the south line of said Parcel "B", and said south line extended, a distance of 375.00 feet; thence north 19 DEG. 25' 35" west, a distance of 287.30 feet more or less to a point which bears north 89 DEG. 46' 12" east of the point of beginning; thence south 89 DEG. 46' 12" west, a distance of 154.42 feet more or less to the point of beginning.
C-426--BIG THREE SUBSTATION
Lands in NATRONA County, State of WYOMING
C-426 ITEM: That part of the Big Three Addition to the City of Casper land situated in the Northeast Quarter of the Southeast Quarter and the Southeast Quarter of the Southeast Quarter of Section 7, Township 33 North, Range 79 West, 6th Principal Meridian, described as follows:
Beginning at the southwest corner of said Big Three Addition; thence north 33 DEG. 30' 11" east a distance of 275.99 feet along the west line of said Big Three Addition to the northwest corner of the parcel being described; thence north 89 DEG. 45' 07" east a distance of 332.29 feet along a line parallel to the south line of said Big Three Addition to the northeast corner of the parcel being described; thence south 8 DEG. 02' 31" west a distance of 177.53 feet along a line parallel to the east line of said Big Three Addition to a point; thence north 78 DEG. 10' 00" west a distance of 10.13 feet to a point; thence south 6 DEG. 40' 00" west a distance of 56.33 feet to a point on the south line of said Big Three Addition; thence south 89 DEG. 45' 07" west a distance of 443.34 feet along the south line of said Big Three Addition to the point of beginning.
C-427--CHERRY LANE SUBSTATION
Lands in JEFFERSON County, State of OREGON
C-427 ITEM: A parcel of land in the Southwest Quarter of the Southwest Quarter of Section 25, Township 10 South, Range 13 East of the Willamette Meridian, described as follows:
Beginning at the southwest section corner of said Section 25; thence along the south line of said Section 25, south 89 DEG. 24' 45" east, 945.54 feet to a point on said south line that bears north 89 DEG. 24' 45" west, 380.10 feet from the southeast corner of said southwest quarter of the southwest quarter for a true point of beginning; thence perpendicular to said south line north 00 DEG. 35' 15" east, 380.00 feet to a point; thence parallel with said south line south 89 DEG. 24' 45" east, 376.51 feet to a point on the east line of said southwest quarter of the southwest quarter; thence along said east line south 00 DEG. 02' 44" west, 380.02 feet to the southeast corner of said southwest quarter of the southwest quarter; thence along said south line north 89 DEG. 24' 45" west, 380.10 feet to the true point of beginning.
C-428--DAIRY SUBSTATION
Lands in KLAMATH County, State of OREGON
C-428 ITEM: A parcel of land located in Section 25, Township 38 South, Range 10 East of the Willamette Meridian, described as follows:
Commencing at a 1/2" iron pin monumenting the east quarter corner of said Section 25; thence south 00 DEG. 30' 58" west, along the west boundary of Section 31 in Township 38 South, Range 11 1/2 East 286.38 feet to a 5/8" iron pin monumenting the northwest corner of Government Lot 2 in said Section 31 for the true point of beginning; thence south 88 DEG. 56' 11" east, along the north boundary of said Lot 2, a distance of 490.09 feet to a 5/8" iron pin monumenting northeast corner thereof; thence South 00 DEG. 30' 33" west, along the east boundary of said Lot 2, a distance of 176.22 feet to a 5/8" iron pin witness monument; thence
continue along said east lot boundary, south 00 DEG. 30' 33" west 10.00 feet to intersect the northerly right of way line of the Klamath Falls-Lakeview Highway No. 140; thence south 87 DEG. 50' 04" west, along said right of way line 490.63 feet to intersect the aforesaid west boundary of Section 31; thence north 00 DEG. 30' 58" east along said west boundary, 10.00 feet to a 5/8" iron pin witness monument; thence continue along said west boundary, north 00 DEG. 30' 58" east 203.87 feet to the true point of beginning.
Saving and excepting therefrom that parcel conveyed to California Oregon Power Company by Deed recorded March 21, 1952, in Deed Volume 253 on page 538, records of Klamath County, Oregon.
H--OFFICE BUILDINGS
The following office and service centers of the Company in the State of Oregon include the following described real property:
H-46--PORTLAND OFFICE BUILDING (LLOYD TOWER CENTER)
In MULTNOMAH County, State of OREGON
H-46 ITEM: All of Blocks 94 through 99, inclusive, HOLLADAY'S ADDITION TO EAST PORTLAND, in the City of Portland, together with those portions of N.E. Wasco Street as vacated by Ordinance No. 106007; and of N.E. Clackamas Street as vacated by Ordinance No. 41807 and of N.E. 8th Avenue as vacated by Ordinance No.'s 41806 and 106007, which inured thereto, EXCEPTING THEREFROM the north 10 feet of Blocks 96 and 97 and that portion of vacated N.E. 8th Avenue which inured thereto; the east 10 feet of Blocks 97, 98 and 99 and those portions of vacated N.E. Wasco Street and vacated N.E. Clackamas Street which inured thereto; the south 10 feet of Blocks 94 and 99 and that portion of vacated N.E. 8th Avenue which inured thereto; and the west 10 feet of Blocks 94, 95 and 96 and those portions of vacated N.E. Wasco Street and vacated N.E. Clackamas Street which inured thereto as deeded to the
City of Portland for street purposes by Book 1373, Page 1220, recorded August 9, 1979, and by Book 1863, Page 141, recorded September 20, 1957; together with appurtenant rights created by a Bridge Easement Agreement dated December 3, 1986 between Lloyd Corporation, Ltd., a California corporation and SI-Lloyd Associates Limited Partnership, an Indiana limited partnership recorded December 3, 1986 in Book 1960, Page 636 and amended by Amendment and Restatement of Easement Agreement recorded February 18, 1987 in Book 1980, Page 2864, and by instrument recorded October 23, 1990 in Book 2355, Page 1856, Deed Records of Multnomah County.
H-47--PORTLAND COMPUTER CENTER (WASCO BUILDING)
In MULTNOMAH County, State of OREGON
H-47 ITEM: Block 70, HOLLADAY'S ADDITION TO EAST PORTLAND, in the City of Portland, EXCEPTING THEREFROM the west 10 feet of Lots 1, 2, 3 and 4 taken for the widening of N.E. Union Avenue.
J--MISCELLANEOUS REAL ESTATE
All of the following described real property of the Company located in the State of Oregon held for future use as transmission line rights of way, namely:
J-42--LANDS IN JOSEPHINE COUNTY, STATE OF OREGON
J-42 ITEM 2: A tract of land situated in the Southeast Quarter of Section 19, Township 36 South, Range 5 West, of the Willamette Meridian, described as follows:
Beginning at a point which is 1755 feet north and 1302 feet east of the south quarter corner of said Section, said point being on the west boundary of the county road; thence north 106 feet, more or less, to the southeast corner of a parcel of land conveyed to the Union Oil Company, by Deed recorded in Deed Book 54, at page 454; thence west 203 feet to the center of irrigation ditch;
thence south 10 DEG. 20' 00" east along the center of said ditch 107.64 feet to a point west of the point of beginning; thence east 184 feet to the point of beginning.
LESS AND EXCEPT that portion lying within relocated 6th Street as described in Final Order in Case No. 77-557-L, Josephine County Court Records.
J-59--LANDS IN JACKSON COUNTY, STATE OF OREGON
J-59 ITEM: The Southwest Quarter, the West Half of the Southeast Quarter, and Lots 3 and 4 of Section 35, Township 36 South, Range 1 West of the Willamette Meridian.
J-60--LANDS IN JACKSON COUNTY, STATE OF OREGON
J-60 ITEM: Tracts 35-56 inclusive and Tracts 64 and 65 of ELEVEN-EIGHTY ORCHARD TRACT, according to the official plat recorded in Jackson County.
IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents, and its corporate seal to be attested to by its Secretary or one of its Assistant Secretaries; and MORGAN GUARANTY TRUST COMPANY OF NEW YORK has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested to by one of its Assistant Secretaries; all as of the day and year first above written.
[SEAL] PACIFICORP By RICHARD T. O'BRIEN ------------------------------- |
Vice President Attest:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
[SEAL] as Successor Corporate Trustee By JOHN W. COLE ------------------------------- Vice President Attest: DIANA M. HILS ---------------------------------- Assistant Secretary |
STATE OF OREGON
COUNTY OF MULTNOMAH ss.:
On this 13th day of July, 1994, before me, LEE ANN PETRIE, a Notary Public in and for the State of Oregon, personally appeared RICHARD T. O'BRIEN and JOHN M. SCHWEITZER, known to me to be a Vice President and an Assistant Secretary, respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.
My commission expires: April 16, 1996 [SEAL] Residing at: Portland, Oregon STATE OF NEW YORK |
COUNTY OF NEW YORK ss.:
On this 6th day of July, 1994, before me, MARION I. PEARSON, a Notary Public in and for the State of New York, personally appeared JOHN W. COLE and DIANA M. HILS, known to me to be a Vice President and Assistant Secretary, respectively, of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.
EXHIBIT 4(c)
PACIFICORP
(AN OREGON CORPORATION)
TO
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
(SUCCESSOR CORPORATE TRUSTEE TO THE CHASE MANHATTAN BANK)
AS TRUSTEE UNDER UTAH POWER &
LIGHT COMPANY'S MORTGAGE AND
DEED OF TRUST, DATED AS OF
DECEMBER 1, 1943
FIFTY-FOURTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1994
SUPPLEMENTAL TO UTAH POWER & LIGHT COMPANY'S
MORTGAGE AND DEED OF TRUST
DATED AS OF DECEMBER 1, 1943
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
FIFTY-FOURTH SUPPLEMENTAL INDENTURE
THIS INDENTURE, dated as of the first day of June, 1994 (hereinafter referred to as the "Fifty-fourth Supplemental Indenture") is made as a supplement to that certain Mortgage and Deed of Trust, dated as of December 1, 1943, as heretofore amended and supplemented (hereinafter referred to as the "Mortgage"), executed and delivered by Utah Power & Light Company, a Maine corporation that subsequently merged into Utah Power & Light Company, a Utah corporation (hereinafter referred to respectively as the "Maine Company" and the "Utah Company"; and hereinafter referred to collectively as the "Original Mortgagor").
This Fifty-fourth Supplemental Indenture is entered into by and between (a) PACIFICORP, a corporation of the State of Oregon into which the Original Mortgagor heretofore was merged, whose address is 700 NE Multnomah, Portland, Oregon 97232 (hereinafter referred to as the "Company"); and (b) MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation whose address is 60 Wall Street, New York, New York 10260 (hereinafter referred to as "Corporate Trustee" or "Trustee").
WHEREAS, the Mortgage (including all indentures supplemental thereto) was recorded in the official records of the States of Colorado, Idaho, New Mexico, Utah and Wyoming and various counties within said states in which this Fifty-fourth Supplemental Indenture is to be recorded, and was filed as a financing statement in accordance with the Uniform Commercial Codes of each of said states; and
WHEREAS, the Maine Company executed, delivered, recorded and filed the First Supplemental Indenture through the Twenty-fifth Supplemental Indenture to the Mortgage, inclusive, and the Utah Company executed, delivered, recorded and filed subsequent Supplemental Indentures as follows:
DATED AS OF ------------------------- First January 1, 1945 Second May 1, 1946 Third April 1, 1948 Fourth May 1, 1949 Fifth October 1, 1949 Sixth October 1, 1950 |
DATED AS OF ------------------------- Seventh October 1, 1951 Eighth October 1, 1952 Ninth May 1, 1954 Tenth September 1, 1955 Eleventh October 1, 1957 Twelfth September 1, 1960 Thirteenth June 1, 1962 Fourteenth April 1, 1963 Fifteenth August 1, 1964 Sixteenth March 1, 1968 Seventeenth December 1, 1969 Eighteenth April 1, 1970 Nineteenth March 1, 1971 Twentieth May 1, 1972 Twenty-first February 1, 1974 Twenty-second October 1, 1974 Twenty-third November 1, 1975 Twenty-fourth February 1, 1976 Twenty-fifth April 1, 1976 Twenty-sixth August 31, 1976 Twenty-seventh September 1, 1976 Twenty-eighth November 1, 1976 Twenty-ninth March 1, 1977 Thirtieth September 1, 1977 Thirty-first April 1, 1978 Thirty-second May 1, 1978 Thirty-third April 1, 1979 Thirty-fourth September 1, 1979 Thirty-fifth March 1, 1980 Thirty-sixth April 1, 1981 Thirty-seventh December 1, 1981 Thirty-eighth July 1, 1982 Thirty-ninth December 1, 1982 Fortieth September 1, 1984 Forty-first October 1, 1986 |
DATED AS OF ------------------------- Forty-second December 1, 1986 Forty-third May 1, 1987 Forty-fourth June 1, 1987; |
and
WHEREAS, the Maine Company has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds, of the First Series through the Twenty-ninth Series, inclusive, and the Utah Company has heretofore issued subsequent Series, all in the principal amounts as follows:
AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL SERIES DUE DATE ISSUED AMOUNT OUTSTANDING ----------------------------- ------------- ------------------ ------------------- 1968 $ 42,000,000 0 1. First--3 3/4% 1976 32,000,000 0 2. Second--2 3/4% 1978 3,000,000 0 3. Third--3 1/8% 1979 3,000,000 0 4. Fourth--3% 10/1/1979 3,000,000 0 5. Fifth--2 7/8% 1980 8,000,000 0 6. Sixth--2 7/8% 1981 9,000,000 0 7. Seventh--3 5/8% 1982 10,000,000 0 8. Eighth--3 1/2% 1984 15,000,000 0 9. Ninth--3 1/4% 1985 15,000,000 0 10. Tenth--3 5/8% 1987 15,000,000 0 11. Eleventh--5 1/4% 1990 16,000,000 0 12. Twelfth--4 7/8% 1992 22,000,000 0 13. Thirteenth--4 1/2% 1993 15,000,000 0 14. Fourteenth--4 1/2% 1994 15,000,000 $ 13,400,000 15. Fifteenth--4 5/8% 1998 20,000,000 16,000,000 16. Sixteenth--7% 2000 30,000,000 0 17. Seventeenth--9 1/4% 1976 35,000,000 0 18. Eighteenth--6 1/4% 2002 25,000,000 20,310,000 19. Nineteenth--7 1/2% 2004 14,000,000 13,190,000 20. Twentieth--6 1/8% First Series 2004 11,000,000 9,365,000 21. Twenty-first--6 1/8% Second Series |
AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL SERIES DUE DATE ISSUED AMOUNT OUTSTANDING ----------------------------- ------------- ------------------ ------------------- 2004 $ 16,000,000 $ 15,060,000 22. Twenty-second--6 1/8% Third Series 1983 40,000,000 0 23. Twenty-third--10 1/4% 2005 60,000,000 0 24. Twenty-fourth-- 10 1/4% 2006 35,000,000 0 25. Twenty-fifth--9% 4/1/2006 32,000,000 0 26. Twenty-sixth--8 3/4% 9/1/2006 40,000,000 0 27. Twenty-seventh-- 8 3/8% 11/1/2006 50,000,000 50,000,000 28. Twenty-eighth--6 3/8% 3/1/2007 55,000,000 0 29. Twenty-ninth--8 1/2% 9/1/2007 50,000,000 0 30. Thirtieth--8 1/4% 4/1/2008 42,000,000 42,000,000 31. Thirty-first--5.90% 5/1/2008 50,000,000 0 32. Thirty-second--9 1/8% 4/1/2009 35,000,000 0 33. Thirty-third--10 1/8% 9/1/2009 65,000,000 0 34. Thirty-fourth--10 1/4% 3/1/2010 60,000,000 0 35. Thirty-fifth--14 3/4% 4/1/2011 45,000,000 0 36. Thirty-sixth--11 1/8% First Series 4/1/2011 45,000,000 0 37. Thirty-seventh-- 11 1/8% Second Series 12/1/2011 90,000,000 0 38. Thirty-eighth--16 3/8% 7/1/2012 46,500,000 0 39. Thirty-ninth--13 1/2% 12/1/2012 90,000,000 0 40. Fortieth--13% 9/1/2014 16,750,000 16,750,000 41. Forty-first--10.70% 10/1/2016 170,000,000 0 42. Forty-second--9 3/8% 12/1/2016 92,000,000 0 43. Forty-third--8 3/4% 5/1/2017 95,000,000 0 44. Forty-fourth--9 7/8% 6/1/2017 46,500,000 0 45. Forth-fifth--8 1/4% First Series 6/1/2017 16,400,000 0 46. Forty-sixth--8 5/8% Second Series 6/1/2017 8,300,000 0; 47. Forty-seventh--8 5/8% Third Series |
and
WHEREAS, the Utah Company entered into a Reorganization Agreement and Plan of Merger dated August 12, 1987, as amended, pursuant to which, among other things, the Utah Company was merged into the Company as of January 9, 1989, upon such terms as fully to preserve and in no respect to impair the Lien or security of the Mortgage or any of the rights or powers of the trustees or the bondholders thereunder; and
WHEREAS, pursuant to Article XVII of the Mortgage, the Company executed, delivered, recorded and filed its Forty-fifth Supplemental Indenture dated as of January 9, 1989, whereby the Company assumed and agreed to pay, duly and punctually, the principal of and interest on the bonds issued under the Mortgage, in accordance with the provisions of said bonds and coupons and the Mortgage, and agreed to perform and fulfill all the covenants and conditions of the Mortgage to be kept or performed by the Original Mortgagor, and whereby The Chase Manhattan Bank (National Association) was appointed Corporate Trustee in succession to Morgan Guaranty Trust Company of New York (formerly Guaranty Trust Company of New York), resigned, under the Mortgage, and C.J. Heinzelmann was appointed Co-Trustee in succession to W.A. Spooner, resigned, under the Mortgage; and
WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:
DATED AS OF ------------------------- Forty-sixth March 31, 1989 Forty-seventh December 29, 1989 Forty-eighth March 31, 1991; |
and
WHEREAS, pursuant to said Forty-eighth Supplemental Indenture, Morgan Guaranty Trust Company of New York was appointed Corporate Trustee in succession to The Chase Manhattan Bank (National Association), resigned, under the Mortgage and C.J. Heinzelmann (the "Resigning Co-Trustee") resigned as Co-Trustee under the Mortgage and all the right, title and powers of the Resigning Co-Trustee devolved upon the Corporate Trustee and its successors alone until such time as a successor to the Resigning Co-Trustee shall be appointed; and
WHEREAS, the Company executed, delivered, recorded and filed additional Supplemental Indentures to the Mortgage as follows:
DATED AS OF ------------------------- Forty-ninth December 31, 1991 Fiftieth March 15, 1992 Fifty-first July 31, 1992 Fifty-second March 15, 1993 Fifty-third November 1, 1993; |
and
WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage Bonds, of the Series and in the principal amounts as follows:
AGGREGATE AGGREGATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT SERIES DUE DATE ISSUED OUTSTANDING ------------------------------- ------------- ----------------- ----------------- various $ 125,000,000 $ 125,000,000 48. Forty-eighth--Medium-Term Notes, Series A various 100,000,000 87,500,000 49. Forty-ninth--Medium-Term Notes, Series B various 150,000,000 144,714,391 50. Fiftieth--Medium-Term Notes, Series C various 125,000,000 125,000,000 51. Fifty-first--Medium-Term Notes, Series D various 125,216,000 118,235,500 52. Fifty-second--C-U various 250,000,000 250,000,000 53. Fifty-third--Medium-Term Notes, Series E 4/1/2005 75,000,000 75,000,000 54. Fifty-fourth--6 3/4% various 250,000,000 250,000,000 55. Fifty-fifth--Medium-Term Notes, Series F various 35,600,000 35,600,000; 56. Fifty-sixth--E-L |
and
WHEREAS, in addition to the property described in the Mortgage, the Company has acquired certain other property, rights and interests in property; and
WHEREAS, Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder and of the coupons to be attached to coupon bonds of such series shall be established by Resolution of the Board of Directors of the Company and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and
WHEREAS, Section 130 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and the Company may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder and provide that a breach thereof shall be equivalent to a default under the Mortgage, or the Company may cure any ambiguity contained therein or in any supplemental indenture or may establish the terms and provisions of any series of bonds other than the First Series, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and the Trustee is further authorized by said Section 130 to join with the Company in the execution of any such instrument or instruments, and such instrument, executed and acknowledged as aforesaid, shall be delivered to the Trustee and thereupon any modification of the provisions of the Mortgage therein set forth, authorized by said Section 130, shall be binding upon the parties to the Mortgage, their successors and assigns, and the holders of the bonds and coupons thereby secured; provided, however, anything therein contained to the contrary notwithstanding,
said Section 130 shall not be construed to permit any act, waiver, surrender or restriction adversely affecting any bonds then Outstanding under the Mortgage; and
WHEREAS, in Section 42 of the Mortgage, the Original Mortgagor covenanted that it would execute and deliver such supplemental indenture or indentures and such further instruments and do such further acts as might be necessary or proper to carry out more effectually the purposes of the Mortgage and to make subject to the Lien of the Mortgage any property thereafter acquired, made or constructed and intended to be subject to the Lien thereof, and to transfer to any new trustee or trustees or co-trustee or co-trustees, the estates, powers, instruments or funds held in trust thereunder; and
WHEREAS, the Company now desires to create a new series of bonds and (pursuant to Section 130 of the Mortgage) to add to its covenants and agreements contained in the Mortgage certain other covenants and agreements to be observed by it; and
WHEREAS, the execution and delivery by the Company of this Fifty-fourth Supplemental Indenture has been duly authorized by the Board of Directors by appropriate Resolutions;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
ARTICLE I
GRANTING CLAUSES
SECTION 1.01. The Company, in consideration of the premises and of One Dollar ($1) to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee under the Mortgage and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect, and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of such bonds, and to confirm
the Lien of the Mortgage on certain after-acquired property, hereby grants,
bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets
over and confirms (subject, however, to Excepted Encumbrances as defined in
Section 6 of the Mortgage) unto Morgan Guaranty Trust Company of New York as
Trustee under the Mortgage, and to its successor or successors in said trust,
and to said Trustee and its successors and assigns forever, all property, real,
personal and mixed acquired by the Company after the date of the Mortgage,
subject to the provisions of Section 97 of the Mortgage and Section 2.02 of the
Forty-fifth Supplemental Indenture thereto, of the kind or nature specifically
mentioned in Paragraphs One through Twelve, inclusive, of the Mortgage, or of
any other kind or nature (except any herein or in the Mortgage expressly
excepted), now owned, or, subject to the provisions of Section 97 of the
Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto,
hereafter acquired by the Company (by purchase, consolidation, merger, donation,
construction, erection or in any other way) and wheresoever situated, including
the properties described in Article V hereof, and including (without in anywise
limiting or impairing by the enumeration of the same the scope and intent of the
foregoing) all lands, power sites, flowage rights, water rights, water
locations, water appropriations, ditches, flumes, reservoirs, reservoir sites,
canals, raceways, dams, dam sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights of way and
roads; all plants for the generation of electricity by steam, water and/or other
power; all power houses, gas plants, street lighting systems, standards and
other equipment incidental thereto, telephone, radio and television systems, air
conditioning systems and equipment incidental thereto, water works, water
systems, steam heat and hot water plants, substations, lines, service and supply
systems, bridges, culverts, tracks, street and interurban railway systems,
offices, buildings and other structures and equipment thereof; all machinery,
engines, boilers, dynamos, electric, gas and other machines, regulators, meters,
transformers, generators, motors, electrical, gas and mechanical appliances,
conduits, cables, water, steam heat, gas or other pipes, mains and pipes,
service pipes, fittings, valves and connections, pole and transmission lines,
wires, cables, tools, implements, apparatus, furniture, chattels and choses in
action; all municipal
and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage expressly excepted) all the right, title and interest of the Company in and to all other property of like kind and character as herein described or of any other kind or character appertaining to and/or used and/or occupied and/or enjoyed in connection with any property herein or in the Mortgage described;
And the Company does hereby confirm that the Company will not cause or consent to a partition, either voluntarily or through legal proceedings, of property subject to the Lien of the Mortgage whether herein described or heretofore or hereafter acquired, in which its ownership shall be as a tenant in common, except as permitted by and in conformity with the provisions of the Mortgage and particularly of Article XII thereof;
TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 67 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or (subject to the provisions of Section 97 of the Mortgage and Section 2.02 of the Forty-fifth Supplemental Indenture thereto) may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the provisions of
Section 97 of the Mortgage and Section 2.02 of the Forty-fifth Supplemental
Indenture thereto, all the property, rights and franchises acquired by the
Company (by purchase, consolidation, merger, donation, construction, erection or
in any other way) after the date hereof, except any herein or in the Mortgage
expressly excepted, shall be and are as fully
granted and conveyed hereby and by the Mortgage, and as fully embraced within the Lien of the Mortgage as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage and conveyed hereby or thereby;
PROVIDED THAT the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are expressly excepted from the Lien and operation of the Mortgage, viz.: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale or other disposition in the usual course of business and fuel, oil and similar materials and supplies consumable in the operation of any of the properties of the Company; electric trolley coaches, rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; the last day of the term of any lease or leasehold which may be or become subject to the Lien of the Mortgage; (4) electric energy, gas and other materials or products generated, manufactured, produced or purchased by the Company for sale, distribution or use in the ordinary course of its business; and (5) the Company's franchise to be a corporation; provided, however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIV of the Mortgage by reason of the occurrence of a Default as defined in Section 75 thereof.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto Morgan Guaranty Trust Company of New York as Trustee, and its successors and assigns forever;
IN TRUST NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, this Fifty-fourth Supplemental Indenture being supplemental to the Mortgage.
AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustee under the Mortgage and the beneficiaries of the trust with respect to said property, and to the Trustee under the Mortgage and its successors in the trust, in the same manner and with the same effect as if the said property had been owned by the Company at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee by the Mortgage as a part of the property therein stated to be conveyed.
ARTICLE II
FIFTY-SEVENTH SERIES OF BONDS
SECTION 2.01. There shall be a series of bonds designated "First Mortgage Bond Medium-Term Notes, Series G" (herein sometimes referred to as the "Fifty-seventh Series"), each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of the Company, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Fifty-seventh Series shall mature on the maturity date or dates, and in principal amounts corresponding to the principal amounts, of first mortgage and collateral trust bonds designated "Secured Medium-Term Notes, Series G" issued under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Morgan Guaranty Trust Company of New York, as trustee, on the basis of such bonds of the Fifty-seventh Series. Bonds of the Fifty-seventh Series shall be issued as fully registered bonds in the denomination of One Thousand Dollars and, at the option of the Company, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and
delivery thereof); they shall bear no interest; and the principal of each such bond shall be payable at the office or agency of the Company 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 public and private debts. Bonds of the Fifty-seventh Series shall be dated as in Section 10 of the Mortgage provided.
(I) Bonds of the Fifty-seventh Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage, as supplemented (including, among other things, the provisions of Section 39 or 74 of the Mortgage or with the proceeds of released property pursuant to Section 71 of the Mortgage), in whole at any time, or in part from time to time, prior to maturity at a redemption price equal to 100.0% of the principal amount thereof.
(II) At the option of the registered owner, any bonds of the Fifty-seventh Series, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, The City of New York, together with a written instrument of transfer whenever required by the Company duly executed by the registered owner or by his duly authorized attorney shall (subject to the provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations.
Bonds of the Fifty-seventh Series shall be transferable (subject to the
provisions of Section 12 of the Mortgage and to the limitations set forth in
this Fifty-fourth Supplemental Indenture), upon the surrender thereof for
cancellation, together with a written instrument of transfer in form approved by
the registrar duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough of Manhattan,
The City of New York. Upon any transfer or exchange of bonds of the
Fifty-seventh Series, the Company may make a charge therefor sufficient to
reimburse it for any tax or taxes or other governmental charge, as provided in
Section 12 of the Mortgage, but the Company hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds of the
Fifty-seventh Series.
The Trustee may conclusively presume that the obligation of the Company to pay the principal of the bonds of the Fifty-seventh Series as
the same shall become due and payable shall have been fully satisfied and discharged unless and until it shall have received a written notice from the trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, to Morgan Guaranty Trust Company of New York, as trustee, signed by the President, a Vice President, an Assistant Vice President or a Trust Officer of such trustee, stating that interest or principal due and payable on any bonds issued under said Mortgage and Deed of Trust has not been fully paid and specifying the amount of funds required to make such payment.
Bonds of the Fifty-seventh Series shall be initially issued in the name of Morgan Guaranty Trust Company of New York, as trustee under the Company's Mortgage and Deed of Trust, dated as of January 9, 1989, as amended and supplemented, and shall not be transferable, except to any successor trustee under said Mortgage and Deed of Trust.
After the execution and delivery of this Fifty-fourth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage, as supplemented, it is contemplated that there shall be issued bonds of the Fifty-seventh Series in an aggregate principal amount not to exceed Two Hundred and Fifty Million Dollars ($250,000,000).
ARTICLE III
THE COMPANY RESERVES THE RIGHT TO AMEND PROVISIONS
REGARDING PROPERTIES EXCEPTED FROM LIEN OF MORTGAGE
SECTION 3.01. The Company reserves the right, without any consent or other
action by holders of bonds of the Fifty-fourth Series, or any series of bonds
subsequently created under the Mortgage (including the bonds of the
Fifty-seventh Series), to make such other amendments to the Mortgage, as
heretofore amended and supplemented, as shall be necessary in order to amend the
first proviso to the granting clause of the Mortgage, which proviso sets forth
the properties excepted from the Lien of the Mortgage, to add a new exception
(6) which shall read as follows:
"(6) allowances allocated to steam-electric generating plants owned by the Company or in which the Company has interests, pursuant to
Title IV of the Clean Air Act Amendments of 1990, Pub. L. 101-549, Nov. 15, 1990, 104 Stat. 2399, 42 USC Section 7651, ET SEQ., as now in effect or as hereafter supplemented or amended."
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01. The right, if any, of the Company to assert the defense of usury against a holder or holders of bonds of the Fifty-seventh Series or any subsequent series shall be determined only under the laws of the State of New York.
SECTION 4.02. The terms defined in the Mortgage shall, for all purposes of this Fifty-fourth Supplemental Indenture, have the meanings specified in the Mortgage.
SECTION 4.03. The Trustee hereby accepts the trusts declared, provided, created or supplemented in the Mortgage and herein, and agrees to perform the same upon the terms and conditions set forth herein and in the Mortgage, and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifty-fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article XVIII of the Mortgage shall apply to and form part of this Fifty-fourth Supplemental Indenture with the same force and effect as if the same were herein set forth in full, with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of the Fifty-fourth Supplemental Indenture.
SECTION 4.04. Whenever in this Fifty-fourth Supplemental Indenture any of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVII and XVIII of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Fifty-fourth Supplemental Indenture contained by or on behalf of the Company, or by or on behalf of the Trustee, or
either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not.
SECTION 4.05. Nothing in this Fifty-fourth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Fifty-fourth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Fifty-fourth Supplemental Indenture contained by or on behalf of the Company shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage.
SECTION 4.06. This Fifty-fourth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
ARTICLE V
SPECIFIC DESCRIPTION OF PROPERTY
The following described properties of the Company, owned as of the date hereof, and used (or held for future development and use) in connection with the Utah Power Division of the Company's electric utility systems, or for other purposes, as hereinafter indicated, respectively:
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01006
Lands in BEAR LAKE County, State of IDAHO
PARCEL NO. 1:
A Tract of land in Section 1, Township 13 South, Range 43 East of the Boise Meridian, and in Section 6, Township 13 South, Range 44 East of the Boise Meridian, more particularly described as follows:
Beginning at the Northwest Corner of Section 6, Township and Range aforesaid, and running thence South 0 DEG. 05' 05" East 1562.81 feet (shown of record as North); thence South 62 DEG. 45' 24" West 370.68 feet; thence South 75 DEG. 47' 42" West 439.36 feet; thence South 68 DEG. 10' 20" West 886.81 feet; thence South 48 DEG. 17' 09" West 719.09 feet; thence South 89 DEG. 45' 15" West 1848.16 feet along an existing fence line; thence South 0 DEG. 16' 35" East 1280.10 feet along an existing fence line; thence South 89 DEG. 59' 11" East 589 feet along an existing fence line; thence North 35 DEG. 25' 26" East 344.28 feet along an existing fence line; thence North 68 DEG. 35' 07" East 2909.70 feet (shown of record as North 68 DEG. 00' East) along an existing fence line; thence South 16 DEG. 30' East 710.69 feet (shown of record as 660 feet) along an existing fence line; thence North 58 DEG. 00' East 280.5 feet along an existing fence line; thence North 2 DEG. 45' 05" East 495 feet (shown South of Record; thence North 89 DEG. 44' 58" East 2133.70 feet along an existing fence line; thence North 15 DEG. 01' 55" East 685.55 feet along an existing fence line; thence South 80 DEG. 30' East 409.92 feet, more or less, to the Bear River; thence along the West bank of the Bear River along the following 8 courses: thence North 24 DEG. 05' 40" West 29.19 feet; thence North 35 DEG. 50' 57" East 199.84 feet; thence North 42 DEG. 28' 29" East 253.13 feet; thence North 10 DEG. 06' 46" East 85.58 feet; thence North 29 DEG. 20' 00" West 205.25 feet; thence North 27 DEG. 44' 24" West 296.85 feet; thence North 1 DEG. 04' 43" East 71.81 feet; thence North 29 DEG. 54' 42" East 216.96 feet; thence leaving the West bank of Bear River and running thence West 94.18 feet; thence North 22 DEG. 42' 23" West 305.02 feet; thence North 15 DEG. 04' 37" East 501.94 feet; thence West 2870 feet, more or less, to the point of beginning.
PARCEL NO. 2
TOWNSHIP 12 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 31: Beginning at the Southwest Corner of said Section 31 and running thence North 2008 feet; thence East
1475.1 feet; thence North 1056 feet; thence East 412.5 feet; thence South 3064 feet; thence West 1887.6 feet to the point of beginning.
BEAR RIVER FLOOD PLAIN--PARCEL NUMBER: I2B01007
Lands in BEAR LAKE County, State of IDAHO
TOWNSHIP 13 SOUTH, RANGE 43 EAST OF THE BOISE MERIDIAN:
Section 12: NW 1/4 NE 1/4
Section 1: S 1/2 SE 1/4; and Lot 9
ALSO: Beginning at a point in the center of Outlet, 7 1/2 chains South
from the Northeast Corner of the Southeast Quarter of Section 1,
Township 13 South, Range 43 East, of the Boise Meridian, and running
thence South 58 DEG. West along center of said outlet 4 chains; thence
North 16 DEG. 30' West along said Outlet 7 1/2 chains; thence South
72 DEG. West 35 chains to the West boundary line of Lot 10 in said
Section 1; thence South to the Southwest Corner of said Lot 10; thence
East 160 rods, more or less, to the Southeast corner of the NE 1/4
SE 1/4 of said Section 1; thence North 12 1/2 chains, more or less, to
the place of beginning.
TOWNSHIP 13 SOUTH, RANGE 44 EAST OF THE BOISE MERIDIAN:
Section 6: Commencing at a point 3.50 chains North from the Southwest corner of Section 6, in Township 13 South, Range 44 East of the Boise Meridian, and running thence North 31 DEG. 55' East 25 chains and 42 links; thence North 66 DEG. 30' West 14.50 chains, thence South 27.90 chains, more or less, to the place of beginning.
Together with any and all water rights appurtenant to said property, including but not limited to State of Idaho License and Certificate of Water Right No. 30521, and together with a perpetual right of way described as follows:
A perpetual unfenced RIGHT-OF-WAY located in the Northwest Quarter of the Southwest Quarter of Section 1, and in the Northeast Quarter of the Southeast Quarter of Section 2, Township 13 South, Range 43 East of the Boise Meridian as follows:
Beginning at a point on the East line of the Bern Ovid County Road on
the North line of the Northeast Quarter of the Southeast Quarter of
Section 2, Township 13 South, Range 43 East of the Boise Meridian,
thence Southeasterly to the Northwest Corner of the Frank Colombo land
in Section 1, Township 13 South, Range 43 East Boise Meridian, in Idaho.
DIMPLE DELL SUBSTATION--PARCEL NUMBER: US01014
Lands in SALT LAKE County, State of UTAH
Beginning at a Northeast corner of the tract of land owned by DAVID EVANS MITCHELL and VENITA ELSIE MITCHELL as of June 29, 1993, which point of beginning is South 78 DEG. 02' 11" East 2197.22 feet from the Northwest corner of the Southeast quarter of Section 16, Township 3 South, Range 1 East, Salt Lake Base and Meridian; and running thence West 298.02 feet to the West boundary line of said land; thence South 311.83 feet along said West boundary line to the Southwest corner of said land; thence South 82 DEG. 42' East 150.43 feet along the South boundary line to a Southeast corner of said land; thence North 150 feet along an East boundary line of said land; thence South 82 DEG. 42' East 150 feet to the East boundary line of said land; thence North 200 feet along said East boundary line to the point of beginning.
LAKEPARK 138KV SUBSTATION--PARCEL NUMBER: US01015
Lands in SALT LAKE County, State of UTAH
Beginning at a point which is South 0 DEG. 14' 00" West along the East section line 536.29 feet and North 89 DEG. 52' 12" West 941.98 feet from the East one quarter corner of Section 23, Township 1 South, Range 2 West, Salt Lake Base and Meridian;
thence South 0 DEG. 14' 00" West 687.89 feet; thence North 89 DEG. 58' 00" West 734.35 feet to the West line of a UTAH POWER & LIGHT COMPANY pole line easement shown as Entry No. 2864157, Page 424, Book 4362, Salt Lake County Recorder's office; thence North 0 DEG. 06' 20" West along said West line 689.13 feet; thence South 89 DEG. 52' 12" East 738.43 feet to the point of BEGINNING.
IN WITNESS WHEREOF, PACIFICORP has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents, and its corporate seal to be attested to by its Secretary or one of its Assistant Secretaries; and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, in acknowledgement of its acceptance of the trust hereby created, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or one of its Assistant Vice Presidents, and its corporate seal to be attested to by one of its Assistant Secretaries; all as of the day and year first above written.
[SEAL] PACIFICORP By RICHARD T. O'BRIEN ------------------------------- |
Vice President Attest:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
[SEAL] as Successor Corporate Trustee
Attest:
STATE OF OREGON
COUNTY OF MULTNOMAH ss.:
On this 13th day of July, 1994, before me, LEE ANN PETRIE, a Notary Public
in and for the State of Oregon, personally appeared RICHARD T. O'BRIEN and JOHN
M. SCHWEITZER, known to me to be a Vice President and an Assistant Secretary,
respectively, of PACIFICORP, an Oregon corporation, who being duly sworn, stated
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation and acknowledged this instrument to be the free, voluntary and in
all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.
My commission expires: April 16, 1996 [SEAL] Residing at: Portland, Oregon STATE OF NEW YORK |
COUNTY OF NEW YORK ss.:
On this 6th day of July, 1994, before me, THOMAS J. COURTNEY, a Notary Public in and for the State of New York, personally appeared CATHERINE F. DONOHUE and TAMI FELICETTI, known to me to be a Vice President and Assistant Secretary, respectively, of MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said corporation and acknowledged this instrument to be the free, voluntary and in all respects duly and properly authorized act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written.
EXHIBIT (12) PACIFICORP STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN MILLIONS OF DOLLARS) Six Months YEAR ENDED DECEMBER 31, Ended _______________________________________________________ 1989 1990 1991 1992 1993 June 30, 1994 ____ ____ ____ ____ ____ _____________ Fixed Charges, as defined:* Interest expense....................... $ 473.1 $ 431.2 $ 428.0 $ 409.7 $ 377.8 $169.2 Estimated interest portion of rentals charged to expense........ 29.9 23.3 20.4 17.1 20.1 9.2 Preferred dividend requirement of majority-owned subsidiary............ 4.5 4.2 - - - - _______ _______ _______ _______ _______ _____ Total fixed charges............ $ 507.5 $ 458.7 $ 448.4 $ 426.8 $ 397.9 $178.4 _______ _______ _______ _______ _______ _____ _______ _______ _______ _______ _______ _____ Earnings, as defined:* Income from continuing operations........................... $ 403.0 $ 413.4 $ 446.8 $ 150.2 $ 422.7 $209.8 Add (deduct): Provision for income taxes........... 207.1 179.1 176.7 90.8 187.4 111.4 Minority interest.................... 12.3 18.1 14.1 8.4 11.3 5.5 Undistributed income of less than 50% owned affiliates..... 14.7 - (1.8) (5.7) (16.2) (5.9) Fixed charges as above............... 507.5 458.7 448.4 426.8 397.9 178.4 _______ _______ _______ _______ _______ _____ Total earnings................. $1,144.6 $1,069.3 $1,084.2 $ 670.5 $1,003.1 $499.2 _______ _______ _______ _______ _______ _____ _______ _______ _______ _______ _______ _____ Ratio of Earnings to Fixed Charges....... 2.3x 2.3x 2.4x 1.6x 2.5x 2.8x ____ ____ ____ ____ ____ ____ ____ ____ ____ ____ ____ ____ _______________ *"Fixed charges" represents consolidated interest charges, an estimated amount representing the interest factor in rents and preferred stock dividend requirements of majority-owned subsidiaries. "Earnings" represent the aggregate of (a) income from continuing operations, (b) taxes based on income from continuing operations, (c) minority interest in the income of majority-owned subsidiaries that have fixed charges, (d) fixed charges and (e) undistributed income of less than 50% owned affiliates without loan guarantees. |
EXHIBIT 15
August 11, 1994
PacifiCorp
700 N.E. Multnomah
Portland, Oregon
We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of PacifiCorp and subsidiaries for the periods ended June 30, 1994 and 1993, as indicated in our report dated August 11, 1994; because we did not perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, is incorporated by reference in Registration Statement Nos. 33-36452, 33-49607, and 33-51163, all on Form S-3; in Registration Statement Nos. 33-39195 and 33-49479, and Post-Effective Amendment No. 1 to Registration Statement No. 33-17970, all on Form S-8; and in Registration Statement No. 33-36239 on Form S-4.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE