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HomeMy WebLinkAbout909520Return to: Stoel Rives LLP Attention: William L. Rodgers 900 SW Fifth Ave., Suite 2600 Portland, OR 97204 ,- 0 0 3":.'? $ RECEIVED 6/27/2005 at 1:23 PM RECEIVING # 909520 BOOK: 589 PAGE: 308 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY PACIFICORP (An Oregon Corporation) TO JPMORGAN CHASE BANK (A New York Corporation) (Formerly Known as The Chase Manhattan Bank) As Trustee under PacifiCorp's MOrtgage and Deed of Trust, Dated as of January 9, 1989 Eighteenth Supplemental Indenture Dated as of June 1, 2005 Supplemental to PacifiCorp's Mortgage and Deed of Trust Dated as of January 9, 1989 Mortgage recorded January 25, 1989 in Boo'6'k~70 PR, Page 10 as Filing No. 698134 in Lincoln County, Wyoming This Instrument Grants a Security Interest by a Transmitting Utility This h~stmment Contains After-Acquired Property Provisions Portlnd 1-2199825. I 0017507-00039 09095 -0 EIGHTEENTH SUPPLEMENTAL INDENTURE THIS INDENTURE, dated as of the 1~ day of June, 2005, made and entered into by and between PACIFICC)RP, a corporation of the State of C)regon, whose address is 825 NE Multnomah, Portland, Oregon 97232 (hereinafter sometimes called the "Company"), and JPMC)RGAN CHASE BANI(, N.A. (formerly known as The Chase Manhattan Bank), a national bah'king association whose address is 4- New York Plaza, 15'h Floor, New York, New York 10004. (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 the Company in accordance with the provisions of the Mortgage, this indenture (hereinafter called the "Eighteenth 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, C)regon, Utah, Washington and Wyoming and various counties within such states, which counties include or will include all counties in which this Eighteenth 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 has executed, delivered, recorded and filed supplemental indentures as follows: Dated as of First March 31, 1989 Second December 29, 1989 Thhd Matvh 31, 1991 Fourth December 31, 1991 Fifth Marbh 15, 1992 SLrth July 31, 1992 Seventh March 15, 1993 Eighth November l, 1993 Ninth June 1, 1994 Tenth August 1, 1994 Eleventh December 1. ]995 Twelfih September 1, 1996 Thh'teenth Nol,ember 1, 1998 Fourteenlh November 15, 2001 F~fieenth June 1, 2003 SLrteenth September 1, 2003 Seventeenth .4ttgqtst 1, 2004 and 0 }0 5ZO · WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, bonds entitled and designated First Mortgage and Collateral Trust Bonds or First Mortgage Bonds, as the case may be, of the series and in the principal amounts as follows: Aggregate Principal Aggregate Principal Series Due Date Amount Issued Amount Outstanding First -10.45% Series due January 9, 1990 1/9/90 $ 500,000 $ 0 Second '. -Secured Medium-Term Notes, Series A various 250,000,000 0 Third -Secured Medium-Term Notes, Series B various 200, 000,000 0 Foarth -Secttred Medium - TetTn Notes, Series C various 300, 000, 000 l 16, 724, 000 Fifth -Secured Medium-Term Notes, Series D variot,s 250,000,000 0 Sirth -C- U Series ~arious 250,432,000 125,564,000 Seventh -Secttred Medium-Term Notes, Series E various 500,000,000 183,500,000 Eighth -6~/4% Series due April 1, 2005 4/1/2005 150,000,000 0 Ninth -Secnred Medium-Term Notes, Series F various 500,000,000 140,000,000 Tenth -E-L Series various 71,200,000 71,200,000 Eleventh -Secured Medium-Term Notes, Series G various 500,000,000 300,000,000 Twelfth -Series 1994-1 Bonds vadotts 216,470,000 216,470,000 Thi~Ieenth -Adjttstable Rate Replacement Series 2002 13,234,000 0 Fourteenth -9~/s% Replacement Series due 1997 1997 50.000,000 0 Fifteenth -Bond Credit Series Bonds various 498,589, 753 0 Sixteenth -Secured Medium-Term Notes, Series H various 500,000,000 325,000,000 Seventeenth -5.65% Series due 2006 11/1/06 200,000,000 200,000,000 Eighteenth -6.90% Series due November 15, 2011 11/15/11 500,000,000 500,000,000 Nineteenth - 7. 70% Series due November 15, 2031 I1/15/31 300,000,000 300, 000,000 Twentieth -Collateral Bonds, First 2003 Series 12/1/14 15, 000, 000 15,000, 000 Twenty-First -Collateral Bonds, Second 2003 Series 12/l/16 8,500,000 8,500,000 Twenty-Second -Collateral Bonds, Third 2003 Series 1/l/14 17,000,000 17,000,000 Twenty-Third -Collateral Bonds, Fourth 2003 Series 1/1/16 45,000,000 45,000,000 Twenty-Fourth -Collateral Bonds, Fifth 2003 Series 11/1/25 5,300,000 5,300,000 Twenty-Fifth -Collateral Bonds, Si~:th 2003 Series 11/1/25 22,000,000 22,000,000 Twenty-Sixth -4.30% Series due 2008 9/15/08 200,000,000 200,000,000 Twen~. -Seventh -5.45% Series due 2013 9/15/13 200,000,000 200,000,000 7%enty-Eighth -4.95% Series dae 2014 8/15/14 200,000,000 200,000,000 Tweno,-Ninth ~5. 90% Series due 2034 8/15/34 200, 000, 000 200,000, 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 a 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 two 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 Eighteenth Supplemental Indenture, and the terms of the bonds of the Thirtieth Series herein 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 JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), 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, owned by the Company as of the date of the Mortgage and 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 (except' such of such properties as are excluded by name or nature from the Lien hereof), including the properties described in Article IV hereof, and further including (without linfitation) 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) alt 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, fight, 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 Mo.rtgage 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; roiling 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; and (9) any property heretofore released pursuant to any provision of the Mortgage and not heretofore disposed of by the Company; provided, ho. wever, 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 taw) 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, hereafter becomes subject to the lien of a mortgage, deed of trust or similar indenture that may in accordance with the Mortgage hereafter become designated as a Class 5 "A" Mortgage, the Lien hereof shall at all times be junior and subordinate to the lien of such Class 'W' 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 JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), 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 Eighteenth 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 Thirtieth Series of Bonds SECTION 1.01. There shall be a series of bonds designated "5.25% Series due 2035" (herein sometimes referred to as the Thirtieth Series), each of which shall also bear the descriptive title "First Mortgage 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 Thirtieth Series shall mature on June 15, 2035 and shall be issued as fully registered bonds in the denomination of one thousand dollars and, at the option of the Company, any multiple or multiples of one 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 or appurtenant coupons, for the Thirtieth Series and to provide for exchangeability of such coupon bonds with the bonds of the Thirtieth Series issued hereunder in fully registered form and to make all appropriate provisions for such purpose. Bonds of the Thirtieth Series need not be issued at the same time and such series may be reopened at any time, without notice to or the consent of any then-existing holder or holders of any bond of the Thirtieth Series, for issuances of additional bonds of the Thirtieth Series in an unlimited principal amount. Any such additional bonds will have the same interest rate, maturity and other terms as those initially issued. (II) Bonds of the Thirtieth Series shall bear interest at the rate of five and twenty-five hundredths per centum (5.25%) per annum payable semi-annually in arrears on June 15 and December 15 of each year (each, an "Interest Payment Date"). Bonds of the Thirtieth Series shall be dated and shall accrue interest as provided in Section 2.06 of the Mortgage. The initial Interest Payment Date is December 15, 2005. The amount of interest payable will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on any bond of the Thirtieth Series is not a Business Day, then payment of the interest payable on that date will be made on the next succeeding day which is a Business Day (and without any additional interest or other payment in respect of any delay), with the same force and effect as if made on such date. Interest payable on any bond of the Thirtieth Series and punctually paid or duly prdvided 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 interest payable at maturity or upon earlier redemption will be payable to the person to whom principal shall be payable. So long as the bonds of the Thirtieth Series remain in book-entry only form, the "Record Date" for each Interest Payment Date shall be the close of business on the Business Day before the applicable Interest Payment Date. If the bonds of the Thirtieth Series are not in book-entry only form, the Record Date for each Interest Payment Date shall be the close of business on the first calendar day of the month of the applicable Interest Payment Date (whether or not a Business Day). "Business Day" means, for purposes of this Section (II), a day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to remain closed. Any interest on any bond of the Thirtieth 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 Thirtieth 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 pr/or 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 Thirtieth 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 Thirtieth Series at his, her or its 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 Thirtieth 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 Thirtieth 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 Thirtieth Series delivered under the Mortgage upon transfer of or in exchange for or in lieu of any other bond shall carry all 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 and premium, if any, on each bond of the Thirtieth Ser/es 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 the Resolution filed with the Trustee. (IV) Bonds of the Thirtieth Series shall not be redeemable prior to maturity at the option of any holder or holders of such bonds. Bonds of the Thirtieth Series shall be redeemable in whole or in part and at any time prior to maturity at the option of the Company. The redemption price shall include accrued and unpaid interest to the redemption date on the bonds to be redeemed, plus the greater of (a) one hundred per centum (100%) of the principal amount of bonds then Outstanding to be redeemed, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 20 basis points, as calculated by an Independent Investment Banker. The Company shall give the Trustee notice of such redemption price immediately after the calculation thereof, and the Trustee shall have no responsibility for such calculation. If the Company elects to partially redeem the bonds of the Thirtieth Series, the Trustee shall select in a fair and appropriate manner the bonds of the Thirtieth Series to be redeemed. "Adjusted Treasury Rate" means, with respect to any redemption date, the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annmn equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Adjusted Treasury Rate will be calculated on the third Business Day preceding the redemption date. "Business Day" means, for purposes of this Section (IV), a day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to remain closed. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the bonds of the Thirtieth Series to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in priding new issues of corporate debt securities of comparable maturity to the remaining term of such bonds (the "Remaining Life"). "Comparable 2~'easury P~ice" means (a) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Indeloendent Investmen! Banker" means one of the Reference Treasury Dealers appointed by the Company and its successors, or if that firm is unwilling or unable to serve as such, an independent investment and banking institution of national standing appointed by the Company. "Reference Treastoy Dealer" means: (a) each of Barclays Capital Inc. and Credit Suisse First Boston LLC and their respective successors; pr6vided that, if one of these parties ceases to be a primary U.S. Government securities dealer in New York City ("Primary Treasury Dealer"), the Company will substitute another Primary Treasury Dealer; and (b) up to two other Primary Treasury Dealers selected by the Company. "Reference Tret~ury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. (V) Each bond of the Thirtieth 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. (VI) At the option of the registered owner, any bonds of the Thirtieth 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 and same terms of other authorized denominations. (VII) Bonds of the Thirtieth Series shall be transferable, subject to any restrictions thereon set forth in any such bond of the Thirtieth Series, upon the surrender thereof for cancellation, together with a written instrument of transfer, if required by the Company, duly executed by the registered owner or by his, her or its 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 Thirtieth Series, the Company may make a charge therefor sufficient to reimburse it for any tax or taxes or other government 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 Thirtieth Series. (VIII) After the execution and delivery of this Eighteenth Supplemental Indenture and upon compliance with the applicable provisions of the Mortgage and this Eighteenth Supplemental Indenture, it is contemplated that there shall be issued bonds of the Thirtieth Series in an initial aggregate principal amount of Three Hundred Million Dollars (U.S. $300,000,000). 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 other series of bonds subsequently created under the Mortgage (including the bonds of the Thirtieth 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 follo~,s: "(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 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 Thirtieth 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 Eighteenth Supplemental Indenture, have the meanings specified in the Mortgage. The terms defined in Article I of this Eighteenth Supplemental Indenture shall, for purposes of those respective Articles, have the meanings specified in Article I of this Eighteenth Supplemental Indenture. 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 Eighteenth 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 Eighteenth 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 Eighteenth Supplemental Indenture. SECTION 3.04. Whenever in this Eighteenth Supplemental Indenture either of the Company or the Trustee is named or referred to, this shall, subject to the provisions of Articles XVI[I and XIX of the Mortgage, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Eighteenth 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 Eighteenth 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 fight, remedy or claim under or by reason of this Eighteenth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Eighteenth Supplemental Indenture contained by or on behalf of the 10 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 Eighteenth 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 The properties of the Company, owned as of the date hereof, and used (or held for future development and use) in connection with the Company's electric utility systems, or for other purposes, as follows: A--ELECTRIC SUBSTATIONS AND SWITCHYARDS Carlisle Substation Lands in SALT LAKE County, State of UTAH BEGINNING on the West line of Lot 13, Block 3, TEN ACRE PLAT B, BIG FIELD SURVEY, at a point 20.00 feet South 00°09'16" East from the Northwest corner of said Lot 13, said point also being 30.29 feet North 89o38'49" East along the Section Line and 658.27 feet South 00°09'16'' East along the Monument Line on 1000 West Street from the North Quarter Comer of Section 35, Township 1 South, Range 1 West, Salt Lake Base and Meridian, and running thence North 89058'23'' East 258.00 feet; thence South 00°09'16'' East 235.62 feet; thence South 89o58'23'' West 258.00 feet; thence North 00°09'16" West 235.62 feet to the point of beginning. Chapel Hill Substation Lands in SALT LAKE County, State of UTAH Parcel 1: Lots 13, 14, and 15, Block 4, UNION FORT PLAT, according to the Official Plat hereof, on file and of record in the Office of the Salt Lake County Recorder. Parcel 2: All of Lots 9 and 10, Block 4, UNION FORT PLAT, according to the Official Plat on file with the Salt Lake County Recorder's Office. Together with 1 rod abutting on the South. Parcel 3: All of Lots 11 and 12, Block 4, UNION FORT PLAT according to the Official Plat on file with Salt Lake County Recorder's Office. Together with 1 rod abutting on the South. Parcel 4.' All of lot 16, Block 4, UNION PLAT (commonly known as UNION FORT PLAT), a subdivision of part of Section 29, Township 2 South, Range 1 East, Salt Lake Base and Meridian, according to the Official Plat thereof, on file and of record in the Office of the Salt Lake County Recorder. Gordon Ave. Substation Lands in DAVIS County, State of UTAH 11 }l/heelon A parcel of land situate in the Northeast Quarter of Section 21, Township 4 North, Range 1 West, Salt Lake Base and Meridian, Davis County, Utah. The boundaries of said parcel are described as follows, to-wit: Beginning at a point on the South right-of-way line of Gordon Avenue which is 268.50 feet South 89023'40'' East along the Section line and 50.00 feet South kom the Northwest Corner of the Northeast Quarter of said Section 21, and running thence South 89023'40'' East 510.77 feet along said South right-of-way line; thence South 25046'34'' West 144.48 feet; thence South 52°56'10" West 46.81 feet; thence South 58031'43'' West 51.45 feet; thence South 62°49'37'' West 44.63 feet; thence South 83°44'55'' West 28.35 feet; thence South 87°44'03'' West 257.61 feet to the Easterly right-of-way line of Fort Lane, which is 1.5 feet Easterly of the top back of curb and gutter; thence along said right-of-way parallel to and 1.5 feet perpendicularly distant from said curb and gutter the following three (3) courses: 1) North 13o48'49'' West 57.00 feet to a point on a 990.16-foot radius curve to the left; 2) Northwesterly 106.77 feet along the arc of said curve (chord bears North 16°54'10'' West 106.71 feet) to a point on a 258.52-foot radius curve to the right; 3) Northwesterly 56.38 feet along the arc of said curve (chord bears North 13°44'39" West 56.26 feet); thence North 87°46'49'' East 4.46 feet; thence North 45°33'33'' East 17.06 feet to the point of beginning. LESS AND EXCEPTING any portion that lies within the boundaries of Kays Creek. LESS AND EXCEPTING any portion that lies within the boundaries of Fort Lane Street. Substation Lands in BOX ELDER County, State of UTAH Parcel 1: A PART OF THE NV,_ OF SECTION 3, T 12 N., R. 2 W. SLB&M, U.S. SURVEY; AND A PART OF THE SOUTH HALF OF SEC. 34, T 13 N., R. 2 W. SLB&M, U.S. SURVEY, BEGINNING AT A POINT ON GRANTOR'S NORTH PROPERTY LINE LOCATED WEST ALONG THE QUARTER SECTION LINE FENCE 1380.21 FEET FROM THE EAST QUARTER CORNER OF SAID SECTION 34; SAID QUARTER CORNER BEING AN EXISTING FENCE CORNER; RUNNING THENCE SOUTH 13°01 '20" EAST 265.20 FEET; THENCE SOUTH 6049'05'' EAST 578.36 FEET; THENCE SOUTH 28033'39'' EAST 458.08 FEET; THENCE SOUTH 1°35'16'' EAST 245.73 FEET; THENCE SOUTH 14°48'07'' EAST 459.78 FEET; THENCE SOUTH 22o55'27'' EAST 552.54 FEET; THENCE SOUTH 7°27'28" WEST 219.34 FEET TO AN EXISTING BOUNDARY LINE FENCE; RUNNING THENCE NORTH 89°03'32" WEST ALONG SAID EXISTING FENCE 1253.64 FEET TO AN EXISTING FENCE POST; THENCE SOUTH 0°56'01'' EAST 1434.41 FEET TO AN EXISTING FENCE POST; RUNNING THENCE ALONG A GULCH THE FOLLOWING ELEVEN COURSES: NORTH 54030'46'' WEST 202.07 FEET; NORTH 65°53'14'' WEST 204.84 FEET; SOUTH 81004'52'' WEST 147.86 FEET; NORTH 89010'53'' WEST 178.63 FEET; NORTH 2°01'46'' WEST 129.61 FEET; N. 24°27'31'' WEST 190.15 FEET; SOUTH 24°59'33'' WEST 119.71 FEET; NORTH 42°23'37" WEST 187.23 FEET; NORTH 67°36'41" WEST 258.32 FEET; NORTH 47o05'36'' WEST 387.28 FEET; AND NORTH 77o14'09'' WEST 226.68 FEET TO EASTERLY EDGE OF AN EXISTING ROAD; THENCE ALONG SAID EASTERLY EDGE OF ROAD THE FOLLOWING SEVENTEEN COURSES: NORTH 48o40'36'' WEST 102.48 FEET; NORTH 28°58'21'' WEST 101.44 FEET; NORTH 2o54'28'' WEST 103.77 FEET; NORTH 7040'07'' EAST 345.84 FEET; NORTH 7°12'13'' EAST 447.57 FEET; NORTH 5°56'08" EAST 170.36 FEET NORTH 3°10'13" EAST 1089.01 FEET; NORTH 0053'56'' EAST 64.95 FEET; NORTH 2°30'45" EAST 102.08 FEET; NORTH 3°19'28" EAST 102.72 FEET; NORTH 2046'57'' EAST 102.96 FEET; NORTH 5047'27'' EAST 101.79 FEET; NORTH 14015'30'' EAST 100.08 FEET; NORTH 12 22°49'34'' EAST 100.60 FEET; NORTH 29013'45" EAST 102.50 FEET; NORTH 36o35'04'' EAST 106.45 FEET; AND NORTH 39°08'10'' EAST 84.16 FEET TO GtLANTOR'S NORTH PROPERTY LINE; THENCE EAST ALONG SAID NORTH LINE 1872.63 FEET TO THE POINT OF BEGINNING.' EXCEPTING THEREFROM 60 FEET ACROSS THE NORTHERLY LINE FROM THE ABOVE DESCRIBED PROPERTY. ALSO, EXCEPTING, A PART OF THE NV2 OF SECTION 3, T 12 N., R. 2 W. SLM. BEGINNING AT A POINT SOUTH 3581.94 FEET AND WEST 2711.53 FEET FROM THE EAST QUARTER CORNER OF SECTION 34, TOWNSHIP 13 NORTH, RANGE 2 WEST SLM (EXISTING FENCE CORNER ACCEPTED AS SECTION CORNER PER PREVIOUS SURVEY), RUNNING THENCE SOUTH 24°59'3Y WEST 319.71 FEET, THENCE NORTH 42023'37" WEST 187.23 FEET; THENCE NORTH 67°36'41'' WEST 89.54 FEET THENCE NORTH 70o40'20'' EAST 117.67 FEET; THENCE SOUTH 74°46'47'' EAST 172.~7 FEET, THENCE SOUTH 17o03'02'' WEST 60.25 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING, A PARCEL OF LAND LOCATED IN THE NV2 OF SEC. 3, T 32 N., R. 2 W. SLM, DESCRIBED AS FOLLOWS: COMMENCING AT THE EI/4 CORNER OF SEC. 34, T 13 N., R. 2 W. SLB&M, THENCE SOUTH 3581.94 FEET, THENCE WEST 2711.53 FEET, THENCE SOUTH 24°59'33" WEST 119.71 FEET, THENCE NORTH 42o23'37'' WEST 137.23 FEET, THENCE NORTH 67°36'41" WEST 89.54 FEET TO THE POINT OF BEGINNING; THENCE NORTH 67°36'41" WEST 168.78 FEET, THENCE NORTH 47°05'36" WEST 207.28 FEET, THENCE NORTH 77014'09" WEST 226.66 FEET TO THE EASTERLY RIGHT OF WAY LINE OF A DIRT ROAD, THENCE NORTH 48o40'36" WEST 33.47 FEET ALONG SAID EASTERLY RIGHT OF WAY OF SAID DIRT ROAD; THENCE SOUTH 77°14'09" EAST 260.38 FEET, THENCE SOUTH 47005'36" EAST 288.69 FEET, THENCE SOUTH 67°36'41'' EAST 179.00 FEET THENCE NORTH 63023'45" EAST 130.06 FEET THENCE SOUTH 74°46'47'' EAST 172.91 FEET, THENCE SOUTH 17°0Y02" WEST 20.01 FEET, THENCE NORTH 74°46' WEST 172.27 FEET; THENCE SOUTH 70040'20'' WEST 117.67 FEET TO THE POINT OF BEGINNING. Parcel 2: THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 34, TOWNSHIP 13 NORTH, RANGE 2 WEST SALT LAKE BASE AND MERIDIAN, LYING EAST OF RAILROAD; ALSO SOUTHEAST QUARTER OF SECTION 34, TOWNSHIP 13 NORTH, RANGE 2 WEST, SALT LAKE BASE AND MERIDIAN. LESS AND EXCEPTING FROM PARCEL 2 THE LANDS PREVIOUSLY DESCRIBED AS "PARCEL 1." LESS AND EXCEPTING FROM PARCELS 1 AND 2 THE FOLLOWING LEGAL: THOSE PARCELS OF LAND IN BOOK U OF DEEDS, PAGE 252 AND BOOK U OF DEEDS, PAGE 284 TO THE BEAR RIVER WATER COMPANY DESCRIBED AS FOLLOWS: COMMENCING 2V2 RODS NORTH OF SOUTHWEST CORNER OF SOUTHEAST QUARTER OF SECTION 34, ~. 13 N., R. 2 W. SLM, AND EAST 42V2 RODS, THENCE SOUTH 88 RODS, THENCE SOUTH BEARING EAST 68 RODS TO COUNTY ROAD, THENCE WEST 2iA RODS TO DEEP GULCH, THENCE NORTH BEARING WEST ALONG SAID GULCH 70V2 RODS, THENCE NORTH 88 RODS; THENCE WEST 40 RODS, THENCE NORTH 2V2 RODS TO PLACE OF BEGINNING. A STRIP OF LAND TWO RODS WIDE LYING ALONG AND WITHIN THE EAST SIDE OF SOUTHWEST QUARTER OF SEC. 34, T 13 N., R. 2 W. SLM. 13 ,/' 106th South Substation SALT LAKE County, State of UTAH A TRACT OF LAND SITUATE IN THE NE¼ OF THE SW¼ AND THE NW¼ OF THE SE¼ OF SECTION 13, TOWNSHIP 3 SOUTH, RANGE 1 WEST, SALT LAKE MERIDIAN, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ON THE WEST BOUNDARY LINE OF THE GRANTOR'S LAND SAID WEST BOUNDARY LINE ALSO BEING THE EAST RIGHT OF WAY LINE OF THE UNION PACIFIC RAILROAD AT A POINT 1396.87 FEET NORTH AND 152.02 FEET WEST, MORE OR LESS, FROM THE SOUTH ONE QUARTER CORNER OF SECTION 13, T 3 S., R. 1 W., S.L.M.; AND RUNNING THENCE N.6°O4'58"E. 662.35 FEET ALONG SAID WEST BOUNDARY LINE TO THE NORTHEASTERLY BOUNDARY LINE OF THE GRANTOR'S LAND, SAID NORTHEASTERLY BOUNDARY LINE ALSO BEING THE SOUTHWESTERLY RIGHT OF WAY LINE OF A PACIFICORP TRANSMISSION CORRIDOR; THENCE S.23°01'16"E. 620.18 FEET ALONG SAiD NORTHEASTERLY BOUNDARY LINE; THENCE S.66°58'44"W. 224.57 FEET; THENCE WEST 106.04 FEET TO THE POINT OF BEGINNING; CONTAINING 104,555.03 SQ. FT. OR 2.40 ACRES, MORE OR LESS. Shoreline Substation UTAH County, State of UTAH A parcel of land being a portion of Lots 1 and 2 of Ostler Industrial Park Plat "F" Subdivision situate in Southeast Quarter of Section 31, Township 5 South, Range 2 East, Salt Lake Base and Meridian, Utah County, Utah. The boundaries of said parcel are described as follows, to wit: Beginning at a point on the west line of the Grantor's land which is 1509.44 feet S.89°18'28"W along the section line and 841.14 feet NORTH and 345.97 feet N.00°23'10"E from the Southeast Corner of said Section 31 and running thence N.OO°23'lO"E 99.14 feet; thence S.89°48'00"E 310.31 feet to the west right of way line of 1800 West Street; thence S.00°35'10"W 224.73 feet along said west line; thence N.89°23'13"W 222.25 feet; thence N.OO°ll'26"E 75.94 feet; thence N.60°51'll"W 99.26 feet to the point of beginning. The above parcel contains 60,620 square feet or 1.392 acres. 70th South Substation SALT LAKE County, State of UTAH A parcel of land situate in the Northwest Quarter of Section 28, Township 2 South, Range 1 West, Salt Lake Base and Meridian, Salt Lake County, Utah. The boundaries of said parcel are described as follows: BEGINNING at a point on the South right of way line of 7000 South Street, said point being 48.00 feet North 89°58'50" East along the section line and South 00°00'10" East 40.00 feet from the Northwest corner of said Section 28 and running thence North 89059'50'' East 454.83 feet along said north right of way to the West bank of the Utah and Salt Lake Canal; thence South 13°29'18" West 465.65 feet along said West bank; thence West 363.71 feet to the East right of way line of 3200 West Street; thence North 00019'36'' East 437.79 feet along said East right of way line; thence North 45°00'00" East 21.21 feet to the point of BEGINNING. 14 Shevlin Park Substation DESCHUTES County, State of OREGON A parcel of land, containing 1.18 acres, more or less, located at Parcel 2 of PAP4I'ITION PLAT NO. 2004-65, filed July 26, 2004 and being a portion of Parcel 2 of Partition Plat No. 2002-5 located 'in Section 36, Township 17 South, Range 11 East of the Willamette Meridian, City 9f '.Bend, D~s~hhtes C~)unty, Oregon. Beginning at a point on the east line of said Section 36, which bears South 00° 0Y 54" West distance of 200.95 feet from a 2 1/2" Brass Cap marking the North One-Sixteenth (NV~6) corner between said Section 36 and Section 31, Township 17 South, Range 12 East; thence North 89° 56' 06" West a distance of 259.42 feet; thence 152.97 feet along the arc of a non-tangent, 290.00 foot radius curve to the left, the chord of which bears North 15° 10' 36" East 151.21 feet; thence North 00° 03' 54" East a distance of 79.02 feet; thence South 89° 56' 06" East a distance of 220.00 feet to the east line of said Section 36; thence along said east line, South 00° 03' 54" West a distance of 225.00 feet to the "Point of Beginning," the terminus of this description. Subject to: All easements, restrictions and rights-of-way of record and those common and ' apparent on the land. B--OFFICE BUILDINGS Pendleton Service Center UMATILLA County, State of OREGON Beginning at a point 580.75 feet North of South Quarter comer of Section 5, Township 2 North, Range 32 East, WM., where the Northerly right of way line of U.S. Highway No. 30 intersects with the North and South centerline of said Section 5 and where a 9 inch concrete monument marks said point; thence South 80° 19' East 490 feet to the Southeast corner of land conveyed to Pacific Power & Light Company, by deed recorded May 21, 1956, in Book 234, page 433, Deed Records, for the True Point of Beginning for this Description; thence North 0° 49' West 300 feet to the Northeast corner of said Pacific Power & Light Co. Tract; thence South 80° 19' East 200 feet; thence South 0° 49' East 300 feet to the Northerly right of way line of U.S. Highway No. 30; thence North 80° 19' West 200 feet to the True Point of Beginning; All Being East, Willamette Meridian, County of Umatilla, State of Oregon. 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 Treasurer for and in its behalf, and JPMorgan Chase Bank, N.A. has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed 15 003 ''':~ 3 and y~ear first above .i"'%.,~ ~ by one of its Vice Presidents, and its corporate seal to be attested to by one of its Trust Officers, all as written. _ ~ -~.;~_7~: ~ , · · '*:'~,,n.~{lO~ Bruce N. Williams Treasurer Andrew P. Hailer Senior Vice President, General Counsel and Cotporate Secretary 16 STATE OF OREGON COUNTY OF MULTNOMAH ) ) ) SS.: - 003 ;4 On this cqq..~,~ day of June, 2005, before me, June E. Hall, a Notary Public in and for the State of Oregon, personally appeared Andrew P. Hailer and Bruce N. Williams, known to me to be Senior Vice President, General Counsel and Corporate SecretarY and Treasurer, 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 d~l¥ 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. [SF. AM ~ OFFICIAL SEAL ~'~ JUNE E. HALL [~.,.l~i~..~ NOTARY PUBlIC-OREGON ~_. COMMISSION NO. 3877~ ~ MY COMMISSION EXPIRES JANUARY 30, 2009 Resid~ at: Portland, Oregon STATE OF NEW YORK ) ) COUNTY OF NEW YORK ) SS.: On this/~ L,~ day of June, 2005, before me, Emily Fayan, a Notary Public in and for the State of New York, personally appeared James D. Heaney and Diane Darconte, known to me to be a Vice President and a Trust Officer, respectively, of JPMORGAN CHASE BANK, N.A., a national banking association, who being duly sworn, stated that the seal affixed to the foregoing instrument is the corporate seal of said association and acknowledged this instrument to be the free, voluntary, and in all respects duly and properly authorized act and deed of said association. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. [SF A ] · ' os Dec. 31,200~" 17 O.~O~SgO (THIS PAGE INTENTIONALLY LEFT BLANK)